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):  October 27, 2011

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 October 27, 2011, Stoneridge, Inc. issued a press release announcing its results for the third quarter ended September 30, 2011.  A copy of the press release is attached hereto as Exhibit 99.1.  

Note:  Due to a transmission error, an incorrect version of the Company’s September 30, 2011 condensed consolidated balance sheet was issued with the press release attached hereto as Exhibit 99.1.  Therefore, attached as Exhibit 99.2 hereto is a corrected balance sheet with corrected line items in current portion of long-term debt, accrued expenses and other current liabilities and accumulated other comprehensive (loss) income. 

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 expressly set forth by specific reference in such a filing.

ITEM 9.01                      Financial Statements and Exhibits.

(c)           Exhibits

Exhibit No.  Description

99.1	Press release dated October 27, 2011, announcing results for the third quarter ended September 30, 2011.
99.2	Corrected condensed consolidated balance sheet as of September 30, 2011 (to replace the condensed consolidated balance sheet included in Exhibit 99.1).

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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: October 27, 2011	/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 October 27, 2011, announcing results for the third quarter ended September 30, 2011.

99.2 Corrected condensed consolidated balance sheet as of September 30, 2011 (to replace the condensed consolidated balance sheet included in Exhibit 99.1).

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Stroneridge Reports Strong Financial Performance in Third Quarter 2011

 with Sales Climbing 22%

-- Strong Commercial Vehicle Demand in North America and Europe Drives Results  –

-- Second Straight Quarter of Record New Business Awards –

-- Earnings Continue to Improve Quarter over Quarter --

WARREN, Ohio – October 27, 2011 – Stoneridge, Inc. (NYSE: SRI) today announced financial results for the third quarter ended September 30, 2011.

Third quarter 2011 net sales were $195.9 million, an increase of $35.5 million, or 22.1%, compared with $160.4 million for the third quarter of 2010. The increase in net sales was primarily due to higher volume in the commercial vehicle markets in both North America (55.9%) and Europe (28.1%).

Net income for the third quarter of 2011 was $4.5 million, or $0.18 per diluted share, an increase of $3.2 million, or $0.13 per diluted share, compared with net income of $1.3 million, or $0.05 per diluted share, in the third quarter of 2010.  The increase was primarily due to the previously mentioned higher volume. Offsetting the positive impact of volume gains during the quarter were higher costs to meet customer demands, higher commodity costs and certain Mexican peso-denominated costs at the Company’s North American wiring and instrumentation locations.

For the nine months ended September 30, 2011, the Company reported net sales of $579.3 million, an increase of $104.5 million, or 22.0%, compared with $474.8 million for the same period in 2010. Net income during this period increased $3.8 million, or 54.3%, to $10.8 million, or $0.44 per diluted share, compared with $7.0 million, or $0.29 per diluted share, for the first nine months of 2010.

As of September 30, 2011, Stoneridge’s consolidated cash position was $43.2 million, a decrease of $28.8 million from December 31, 2010, primarily due to increased working capital requirements resulting from the higher sales.

Outlook

“We are pleased with the positive momentum we continue to build at Stoneridge,” said John C. Corey, president and chief executive officer.  “Customer response to our products and technologies remains strong, as evidenced by the fact that we achieved a second consecutive quarter of record new business awards.”

According to Corey, the Company continues to make good progress on its plans to improve the profitability of its wiring business. “While our progress has not been at the rate we’d prefer, we are encouraged by the steps that have been taken and the opportunities for further enhancement before us,” he said. “We look for further enhanced profitability in the fourth quarter of 2011.”

Corey added, “We reaffirm our previously announced guidance for full-year 2011 sales to be in the range of $750 million to $775 million.  While it’s too early to have any real insight into 2012, our initial view is quite positive, as the underlying fundamentals in the markets we serve appear solid.”

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Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2011 third-quarter results can be accessed at 11 a.m. Eastern time on Thursday, October 27, 2011, 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 commercial vehicle, automotive and 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.  Things 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 commercial vehicle, automotive 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

(Tables attached)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
(in thousands, except per share data)	2011			2010			2011			2010
				As adjusted						As adjusted
Net Sales	$	195,864		$	160,436		$	579,325		$	474,772
Costs and expenses:
Cost of goods sold		158,413			123,838			464,866			364,978
Selling, general and administrative		30,454			31,011			93,349			92,026
Operating Income		6,997			5,587			21,110			17,768
Interest expense, net		4,247			5,720			12,802			16,956
Equity in earnings of investees		(1,353	)		(3,884	)		(5,077	)		(6,186	)
Other (income) expense, net		(1,697	)		559			(164	)		(1,140	)
Income before income taxes		5,800			3,192			13,549			8,138
Provision for income taxes		1,543			1,975			3,378			1,217
Net income		4,257			1,217			10,171			6,921
Net loss attributable to noncontrolling interest		(272	)		(35	)		(611	)		(79	)
Net income attributable to Stoneridge, Inc. and
subsidiaries	$	4,529		$	1,252		$	10,782		$	7,000
Basic net income per share	$	0.19		$	0.05		$	0.45		$	0.29
Basic weighted average shares outstanding		24,164			23,972			24,114			23,939
Diluted net income per share	$	0.18		$	0.05		$	0.44		$	0.29
Diluted weighted average shares outstanding		24,589			24,357			24,574			24,359

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CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
(in thousands)	2011			2010
				As adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	43,235		$	71,974
Accounts receivable, less reserves of $1,612 and $2,013, respectively		129,972			102,600
Inventories, net		72,229			54,959
Prepaid expenses and other current assets		22,724			20,443
Total current assets		268,160			249,976
Long-term assets:
Property, plant and equipment, net		81,902			76,576
Investments and other long-term assets, net		63,300			60,184
Total long-term assets		145,202			136,760
Total assets	$	413,362		$	386,736
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	77,157		$	68,341
Accrued expenses and other current liabilities		60,083			44,442
Total current liabilities		137,240			112,783
Long-term liabilities:
Long-term debt		170,081			167,903
Other long-term liabilities		12,583			14,831
Total long-term liabilities		182,664			182,734
Shareholders’ equity:
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 26,451 and 25,994
shares and outstanding 25,576 and 25,393 shares, respectively, with no stated value		-			-
Additional paid-in capital		165,205			161,587
Common Shares held in treasury, 875 and 601 shares, respectively, at cost		(1,869	)		(1,118	)
Accumulated deficit		(66,838	)		(77,620	)
Accumulated other comprehensive (loss) income		(7,133	)		4,062
Total Stoneridge Inc. and subsidiaries shareholders’ equity		89,365			86,911
Noncontrolling interest		4,093			4,308
Total shareholders’ equity		93,458			91,219
Total liabilities and shareholders’ equity	$	413,362		$	386,736

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine months ended September 30 (in thousands)	2011			2010
				As adjusted
OPERATING ACTIVITIES:
Net cash (used for) provided by operating activities	$	(17,422	)	$	3,232
INVESTING ACTIVITIES:
Capital expenditures		(20,718	)		(10,417	)
Proceeds from sale of fixed assets		5			25
Capital contribution from noncontrolling interest		396			-
Net cash used for investing activities		(20,317	)		(10,392	)
FINANCING ACTIVITIES:
Proceeds from issuance of other debt		1,408			696
Repayments of debt		(919	)		(210	)
Revolving credit facility borrowings		10,993			6,843
Revolving credit facility payments		(457	)		(6,405	)
Other financing costs		(96	)		-
Repurchase of shares to satisfy employee tax withholding		(751	)		-
Excess tax benefits from share-based compensation expense		-			306
Net cash provided by financing activities		10,178			1,230
Effect of exchange rate changes on cash and cash equivalents		(1,178	)		(1,083	)
Net decrease in cash and cash equivalents		(28,739	)		(7,013	)
Cash and cash equivalents at beginning of period		71,974			91,907
Cash and cash equivalents at end of period	$	43,235		$	84,894
Supplemental disclosure of non-cash financing activities:
Change in fair value of interest rate swap	$	1,983		$	-

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EX-99.2

Exhibit 99.2

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
(in thousands)	2011			2010
				As adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	43,235		$	71,974
Accounts receivable, less reserves of $1,612 and $2,013, respectively		129,972			102,600
Inventories, net		72,229			54,959
Prepaid expenses and other current assets		22,724			20,443
Total current assets		268,160			249,976
Long-term assets:
Property, plant and equipment, net		81,902			76,576
Investments and other long-term assets, net		63,300			60,184
Total long-term assets		145,202			136,760
Total assets	$	413,362		$	386,736
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	12,884		$	1,689
Accounts payable		77,157			68,341
Accrued expenses and other current liabilities		52,567			42,753
Total current liabilities		142,608			112,783
Long-term liabilities:
Long-term debt		170,081			167,903
Other long-term liabilities		12,583			14,831
Total long-term liabilities		182,664			182,734
Shareholders' equity:
Preferred Shares, without par value, authorized 5,000 shares, none issued		-			-
Common Shares, without par value, authorized 60,000 shares, issued 26,451 and 25,994
shares and outstanding 25,576 and 25,393 shares, respectively, with no stated value		-			-
Additional paid-in capital		165,205			161,587
Common Shares held in treasury, 875 and 601 shares, respectively, at cost		(1,869	)		(1,118	)
Accumulated deficit		(66,838	)		(77,620	)
Accumulated other comprehensive (loss) income		(12,501	)		4,062
Total Stoneridge Inc. and subsidiaries shareholders’ equity		83,997			86,911
Noncontrolling interest		4,093			4,308
Total shareholders' equity		88,090			91,219
Total liabilities and shareholders' equity	$	413,362		$	386,736

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