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 21, 2004

Stoneridge, Inc.

(Exact name of registrant as specified in its charter)

Ohio	0-13337	34-15989-49
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code

(330) 856-2443

(Former name or former address, if changed since last report)

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:

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

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

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

¨ 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 21, 2004, Stoneridge, Inc. issued a press release announcing third 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 hereunto duly authorized.

	Stoneridge, Inc.
Date: October 21, 2004	/s/ Joseph M. Mallak
	Joseph M. Mallak, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Exhibit Index

99.1     Press release dated October 21, 2004, announcing third quarter 2004 earnings.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STONERIDGE REPORTS THIRD-QUARTER 2004 RESULTS

— Net income up 26%; net sales increase 17% —

WARREN, Ohio – October 21, 2004 – Stoneridge, Inc. (NYSE: SRI) today announced sales of $164.3 million and net income of $3.9 million, or $0.17 per diluted share, for the third quarter ended September 30, 2004.

Net sales increased $23.5 million, or 17 percent, to $164.3 million compared with $140.8 million for the third quarter of 2003. As was the case in the previous two quarters, the increase in sales was primarily due to stronger performance in the Company’s served commercial vehicle markets. Net income for the third quarter was $3.9 million, or $0.17 per diluted share, an increase of 26 percent compared with $3.1 million, or $0.14 per diluted share, for the third quarter of 2003.

“We are very pleased with our third-quarter performance,” said Gerald V. Pisani, president and chief executive officer. “Like everyone in our industry, we have been operating in a difficult environment with rising commodity costs, customer pricing pressures and increased costs related to Sarbanes-Oxley requirements. The focus at Stoneridge on Six Sigma, Lean Manufacturing and supply chain excellence has enabled us to achieve our third-quarter estimate and maintain our guidance for the full year.”

For the nine months ended September 30, 2004, net sales were $518.4 million, an increase of 14 percent, compared with $455.4 million in the same period of 2003. Net income for the first nine months of 2004 was $22.4 million, or $0.98 per diluted share, compared with $16.3 million, or $0.72 per diluted share, in the comparable 2003 nine-month period.

Net cash provided by operating activities for the nine months ended September 30, 2004 was $26.9 million, compared with $51.0 million for the same period in 2003. The decrease in cash provided by operating activities was primarily due to an increase in accounts receivable resulting from the increase in sales, and a planned increase in inventories to cover customer requirements as the Company combined three plants in the United Kingdom and started up an operation in Mexico. The increase in inventory was also attributable to delays in certain product launches.

Outlook

Based on the current industry outlook, Stoneridge anticipates fourth-quarter 2004 net income to be in the range of $0.12 to $0.22 per diluted share, compared with $0.22 per diluted share for last year’s

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fourth quarter. Fourth-quarter net income will include costs associated with the Company’s three- plant combination in the United Kingdom, additional costs associated with the Mexican start up operation and costs related to Sarbanes-Oxley requirements. 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 third-quarter results can be accessed at 11 a.m. Eastern time on Thursday, October 21, 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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For more information, contact:

Joseph M. Mallak

Vice President and CFO

330/856-2443

STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands except for per share data)

	For the three months ended September 30,						For the nine months ended September 30,
	2004			2003			2004			2003
NET SALES	$	164,286		$	140,832		$	518,365		$	455,416
COSTS AND EXPENSES:
Cost of goods sold		124,836			106,462			385,676			339,796
Selling, general and administrative		28,877			23,273			82,785			71,277
OPERATING INCOME		10,573			11,097			49,904			44,343
Interest expense, net		6,031			6,805			18,528			20,558
Other income, net		(358	)		(187	)		(757	)		(180	)
INCOME BEFORE INCOME TAXES		4,900			4,479			32,133			23,965
Provision for income taxes		979			1,378			9,712			7,667
NET INCOME	$	3,921		$	3,101		$	22,421		$	16,298
BASIC NET INCOME PER SHARE	$	0.17		$	0.14		$	0.99		$	0.73
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING		22,630			22,410			22,605			22,410
DILUTED NET INCOME PER SHARE	$	0.17		$	0.14		$	0.98		$	0.72
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		22,925			22,758			22,863			22,676

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2004		December 31, 2003
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	32,145	$	24,142
Accounts receivable, net		118,579		89,161
Inventories, net		58,992		48,047
Prepaid expenses and other		13,845		10,420
Deferred income taxes		9,763		7,856
Total current assets		233,324		179,626
PROPERTY, PLANT AND EQUIPMENT, net		112,933		116,262
OTHER ASSETS:
Goodwill		255,292		255,292
Investments and other, net		29,202		28,487
TOTAL ASSETS	$	630,751	$	579,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	38	$	417
Accounts payable		64,474		53,594
Accrued expenses and other		65,585		54,569
Total current liabilities		130,097		108,580
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		200,149		200,245
Deferred income taxes		30,143		25,288
Other liabilities		2,623		2,148
Total long-term liabilities		232,915		227,681
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value, 5,000 authorized, none issued		—		—
Common shares, without par value, 60,000 authorized, 22,759 (net of 7 treasury shares) and 22,459 issued and outstanding at September 30, 2004 and December 31, 2003, respectively, with no stated value		—		—
Additional paid-in capital		145,125		143,535
Retained earnings		121,179		98,758
Accumulated other comprehensive income		1,435		1,113
Total shareholders’ equity		267,739		243,406
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	630,751	$	579,667

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STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the nine months ended September 30,
	2004			2003
Net cash provided by operating activities	$	26,867		$	51,037
INVESTING ACTIVITIES:
Capital expenditures		(18,108	)		(11,615	)
Proceeds from sale of fixed assets		16			832
Business acquisitions and other		(714	)		(3	)
Net cash used by investing activities		(18,806	)		(10,786	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(359	)		(22,355	)
Net repayments under revolving credit facilities		—			(715	)
Proceeds from exercise of share options		376			258
Other financing costs		(134	)		—
Net cash used by financing activities		(117	)		(22,812	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		59			730
NET CHANGE IN CASH AND CASH EQUIVALENTS		8,003			18,169
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,142			27,235
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	32,145		$	45,404