8-K

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 22, 2004.

STONERIDGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	001-13337	34-1598949
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer 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

ITEM 12. Results of Operations and Financial Condition.

On July 22, 2004, Stoneridge, Inc. issued a press release announcing second quarter 2004 earnings. 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 expressly 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 thereunto duly authorized.

	STONERIDGE, INC.
Date: July 22, 2004	/s/ Kevin P. Bagby
	Kevin P. Bagby
	Treasurer and Chief Financial Officer (Principal Financial and Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated July 22, 2004, announcing second quarter 2004 earnings.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Kevin P. Bagby

Vice President and CFO

330/856-2443

STONERIDGE REPORTS SECOND-QUARTER 2004 RESULTS

— Net income up 49%; net sales increase 15% —

WARREN, Ohio – July 22, 2004 – Stoneridge, Inc. (NYSE: SRI) today announced sales of $178.1 million and net income of $9.3 million, or $0.41 per diluted share, for the second quarter ended June 30, 2004.

Net sales increased $23.1 million, or 14.9 percent, to $178.1 million compared with $155.0 million for the second quarter of 2003. The increase in sales was primarily due to stronger performance in the Company’s served commercial vehicle markets. Net income for the second quarter was $9.3 million, or $0.41 per diluted share, an increase of 48.7 percent compared with $6.2 million, or $0.28 per diluted share, for the second quarter of 2003.

“Second-quarter results were slightly ahead of our expectations and provide evidence of the strength of our diversified customer base,” said Jerry Pisani, who was named president and chief executive officer of Stoneridge in May 2004. “Since I became CEO, we have already made progress toward realigning our organizational structure to sharpen our focus on the customer and leverage our capabilities across the business units. I am confident that these initiatives will help return us to the growth trajectory that the Company enjoyed in the 1990s, and we are evaluating our strategic plan to improve our prospects for growth.”

For the six months ended June 30, 2004, net sales were $354.1 million, an increase of 12.6 percent, compared with $314.6 million in the same period of 2003. Net income for the first six months of 2004 was $18.5 million, or $0.81 per diluted share, compared with $13.2 million, or $0.58 per diluted share, in the comparable 2003 six-month period.

Outlook

Based on the current industry outlook, Stoneridge anticipates third-quarter 2004 net income to be in the range of $0.14 to $0.18 per diluted share, compared with $0.14 per diluted share for last year’s third quarter. For the full year of 2004, Stoneridge expects net income to be in the range of $1.10 to $1.20 per diluted share, compared with $0.94 per diluted share for 2003.

Conference Call on the Web

A live Internet broadcast of Stoneridge’s conference call regarding 2004 second-quarter results can be accessed at 11 a.m. Eastern time on Thursday, July 22, 2004, at www.stoneridge.com, which will also offer a webcast replay.

About Stoneridge, Inc.

Stoneridge, Inc., headquartered in Warren, Ohio, is a leading 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-road vehicle markets. Sales in 2003 were approximately $607 million. 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 decline in automotive, medium- and heavy-duty truck or agricultural vehicle production, the failure to achieve successful integration of any acquired company or business, labor disputes involving the Company or its significant customers, risks associated with conducting business in foreign countries, or a decline in general economic conditions. In addition, this release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. Stoneridge 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 Stoneridge’s periodic filings with the Securities and Exchange Commission.

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except for per share data)

	For the three months ended June 30,					For the six months ended June 30,
	2004			2003		2004			2003
NET SALES	$	178,056		$	155,025	$	354,079		$	314,583
COSTS AND EXPENSES:
Cost of goods sold		132,633			114,700		260,840			233,332
Selling, general and administrative		25,848			24,135		53,909			48,004
OPERATING INCOME		19,575			16,190		39,330			33,247
Interest expense, net		6,245			6,592		12,497			13,753
Other (income) expense, net		(124	)		695		(400	)		7
INCOME BEFORE INCOME TAXES		13,454			8,903		27,233			19,487
Provision for income taxes		4,172			2,661		8,733			6,289
NET INCOME	$	9,282		$	6,242	$	18,500		$	13,198
BASIC NET INCOME PER SHARE	$	0.41		$	0.28	$	0.82		$	0.59
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING		22,604			22,402		22,584			22,402
DILUTED NET INCOME PER SHARE	$	0.41		$	0.28	$	0.81		$	0.58
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		22,825			22,644		22,801			22,623

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30,		December 31,
	2004		2003
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	31,335	$	24,142
Accounts receivable, net		114,282		89,161
Inventories, net		56,425		48,642
Prepaid expenses and other		12,301		9,825
Deferred income taxes		8,533		7,856
Total current assets		222,876		179,626
PROPERTY, PLANT AND EQUIPMENT, net		112,289		116,262
OTHER ASSETS:
Goodwill		255,292		255,292
Investments and other, net		27,964		28,487
TOTAL ASSETS	$	618,421	$	579,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	81	$	417
Accounts payable		64,354		53,594
Accrued expenses and other		58,479		54,569
Total current liabilities		122,914		108,580
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		200,145		200,245
Deferred income taxes		30,696		25,288
Other liabilities		2,612		2,148
Total long-term liabilities		233,453		227,681
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value, 5,000 authorized, none issued		—		—
Common shares, without par value, 60,000 authorized, 22,663 and 22,459 issued and outstanding at June 30, 2004 and December 31, 2003, respectively, with no stated value		—		—
Additional paid-in capital		144,573		143,535
Retained earnings		117,258		98,758
Accumulated other comprehensive income		223		1,113
Total shareholders’ equity		262,054		243,406
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	618,421	$	579,667