8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 31, 2009

Commission file number: 001-13337

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

Ohio	34-1598949
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

9400 East Market Street, Warren, Ohio	44484
(Address of principal executive offices)	(Zip Code)

(330) 856-2443

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

On July 31, 2009, Stoneridge, Inc. issued a press release announcing its results for the second quarter of 2009.  A copy of the press release is attached hereto as Exhibit 99.1.  This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressed set forth by specific reference in such a filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Stoneridge, Inc.
Date: August 3, 2009	/s/ George E. Strickler
	George E. Strickler, Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

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Exhibit Index

99.1 Press release dated July 31, 2009, announcing results for the second quarter of 2009.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS SECOND-QUARTER 2009 RESULTS

·    Decrease in net sales, net income attributed to dramatically reduced volumes in key markets

·   Liquidity, capital structure seen as competitive advantage

WARREN, Ohio – July 31, 2009 – Stoneridge, Inc. (NYSE: SRI) today announced net sales of $102.3 million and a net loss of $19.8 million, or $(0.84) per diluted share, for the second quarter ended June 30, 2009.

Net sales for the quarter decreased by $110.9 million, or 52.0 percent, to $102.3 million, compared with $213.2 million for the second quarter of 2008.  The decrease in net sales was primarily driven by dramatically reduced production volumes in the North American passenger car/light truck market (49.6%) and the commercial vehicle markets in Europe (70.0%) and North America (50.3%), and the effect of foreign currency translation.  Foreign currency translation negatively affected second-quarter net sales by approximately $5.1 million compared with the same period in 2008.

The net loss for the second quarter of 2009 was $19.8 million, or $(0.84) per diluted share, compared with net income of $4.7 million, or $0.20 per diluted share, in the second quarter of 2008.  The decrease in net income was due primarily to the severe reduction in sales volume the Company experienced in all of its markets.  In addition, no tax benefit was recognized in the second quarter of 2009 as a result of the tax valuation allowance provided in the fourth quarter of 2008.

As of June 30, 2009, Stoneridge’s consolidated cash position was $85.5 million, $7.2 million lower than its 2008 year-end balance of $92.7 million, and the Company’s Asset Based Lending facility remains undrawn. Net cash used by operating activities for the six months ended June 30, 2009 was $2.6 million, compared with $12.6 million in cash provided for the six months ended June 30, 2008.  The $15.2 million decrease in cash provided by operating activities was a result of reduced earnings caused by the decline in sales partially offset by working capital reductions.

For the six months ended June 30, 2009, net sales were $223.4 million, a decrease of 46.3 percent compared with $416.3 million for the six months ended June 30, 2008.  The net loss for the 2009 six-month period was $31.3 million, or $(1.33) per diluted share, compared with net income of $11.2 million, or $0.47 per diluted share, in the comparable 2008 period.

Outlook

“The second-quarter volume declines were more severe than anticipated. The impact of production stoppages related to the Chrysler and GM bankruptcies, combined with the rolling European commercial vehicle shutdowns, increased in intensity during the second quarter,” said John C. Corey, president and chief executive officer.  “Our business plan continues to emphasize conserving cash while investing in near-term product launches and selectively investing in longer-term development projects. However, we continued to adjust to the volume declines with additional restructuring in Europe during the quarter. We are developing plans to consolidate our control devices business from two business units to one during the third quarter with the intent of further lowering our cost structure.  We anticipate that we will announce the projected costs and benefits of this consolidation during the third quarter.

“The record number of customer and supplier bankruptcies has had a very limited impact as our team has managed to protect Stoneridge assets and prevent supply disruptions.  While the second quarter was worse than we projected, our cost-reduction initiatives that are already under way will allow us to operate through the prolonged downturn and improve our position for the new competitive landscape once markets recover.”

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Regarding the Company’s expectations for the second half of 2009, Corey added, “We are revising our previous guidance due to the significant drop in our global markets.  At this point we expect Stoneridge to return to positive operating income in the fourth quarter.  However, cash flow will depend on the bottoming of the market drop, and volume increases will require a ramp up in working capital which may result in a modest cash use for the second half.”

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2009 second-quarter results can be accessed at 9:30 a.m. Eastern time on Friday, July 31, 2009, at www.stoneridge.com, which will also offer a webcast replay.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems principally for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets.  Additional information about Stoneridge can be found at www.stoneridge.com.

Forward-Looking Statements

Statements in this release that are not historical fact are forward-looking statements, which involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied in this release.  Factors that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss of a major customer; a significant change in automotive, medium- and heavy-duty truck or agricultural and off-highway vehicle production; disruption in the OEM supply chain due to bankruptcies; a significant change in general economic conditions in any of the various countries in which the Company operates; labor disruptions at the Company’s facilities or at any of the Company’s significant customers or suppliers; the ability of the Company’s suppliers to supply the Company with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the failure to achieve successful integration of any acquired company or business.  In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release.  The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.  Further information concerning issues that could materially affect financial performance related to forward-looking statements contained in this release can be found in the Company’s periodic filings with the Securities and Exchange Commission.

For more information, contact:

Kenneth A. Kure, Corporate Treasurer and Director of Finance

330/856-2443

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STONERIDGE, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net Sales	$	102,290		$	213,229		$	223,375		$	416,299
Costs and Expenses:
Cost of goods sold		88,694			163,875			190,504			315,128
Selling, general and administrative		26,338			36,884			53,415			73,166
Restructuring charges		1,551			1,713			2,509			3,135
Operating Income (Loss)		(14,293	)		10,757			(23,053	)		24,870
Interest expense, net		5,538			4,880			11,035			10,252
Equity in earnings of investees		(903	)		(3,016	)		(1,478	)		(6,835	)
Loss on early extinguishment of debt		-			271			-			770
Other expense (income), net		639			(124	)		645			278
Income (Loss) Before Income Taxes		(19,567	)		8,746			(33,255	)		20,405
Provision (benefit) for income taxes		197			4,062			(1,911	)		9,174
Net Income (Loss)	$	(19,764	)	$	4,684		$	(31,344	)	$	11,231
Basic net income (loss) per share	$	(0.84	)	$	0.20		$	(1.33	)	$	0.48
Basic weighted average shares outstanding		23,516			23,286			23,490			23,327
Diluted net income (loss)per share	$	(0.84	)	$	0.20		$	(1.33	)	$	0.47
Diluted weighted average shares outstanding		23,516			23,690			23,490			23,722

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STONERIDGE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 (in thousands)

	June 30,			December 31,
	2009			2008
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	85,481		$	92,692
Accounts receivable, less reserves of $4,186 and $4,204, respectively		70,689			96,535
Inventories, net		43,683			54,800
Prepaid expenses and other		16,453			9,069
Deferred income taxes		1,957			1,495
Total current assets		218,263			254,591
Long-Term Assets:
Property, plant and equipment, net		80,287			87,701
Other Assets:
Investments and other, net		43,279			40,145
Total long-term assets		123,566			127,846
Total Assets	$	341,829		$	382,437
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	41,020		$	50,719
Accrued expenses and other		39,040			43,485
Total current liabilities		80,060			94,204
Long-Term Liabilities:
Long-term debt		183,000			183,000
Deferred income taxes		5,379			7,002
Other liabilities		6,987			6,473
Total long-term liabilities		195,366			196,475
Shareholders' Equity:
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 25,286 and 24,772 shares and outstanding 25,176 and 24,665 shares, respectively, with no stated value		-			-
Additional paid-in capital		158,232			158,039
Common Shares held in treasury, 110 and 107 shares, respectively, at cost		(132	)		(129	)
Accumulated deficit		(90,499	)		(59,155	)
Accumulated other comprehensive loss		(1,198	)		(6,997	)
Total shareholders’ equity		66,403			91,758
Total Liabilities and Shareholders' Equity	$	341,829		$	382,437

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STONERIDGE, INC. AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2009			2008
OPERATING ACTIVITIES:
Net cash provided by (used for) operating activities	$	(2,600	)	$	12,574
INVESTING ACTIVITIES:
Capital expenditures		(6,743	)		(11,641	)
Proceeds from sale of property, plant and equipment		92			307
Business acquisitions and other		-			(980	)
Net cash used for investing activities		(6,651	)		(12,314	)
FINANCING ACTIVITIES:
Repayments of long-term debt		-			(17,000	)
Share-based compensation activity		-			1,162
Premiums related to early extinguishment of debt		-			(553	)
Net cash used for financing activities		-			(16,391	)
Effect of exchange rate changes on cash and cash equivalents		2,040			1,549
Net change in cash and cash equivalents		(7,211	)		(14,582	)
Cash and cash equivalents at beginning of period		92,692			95,924
Cash and cash equivalents at end of period	$	85,481		$	81,342

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