10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2004 Commission file number 001-13337

STONERIDGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio	34-1598949
(State or Other Jurisdiction of Incorporation or Organization)	(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No  ¨

The number of Common Shares, without par value, outstanding as of October 28, 2004 was 22,760,666.

STONERIDGE, INC. AND SUBSIDIARIES

INDEX

		Page No.
Part I Financial Information
	Item 1. Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003	2
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003	4
	Notes to Condensed Consolidated Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3. Quantitative and Qualitative Disclosure About Market Risk	21
	Item 4. Controls and Procedures	22
Part II Other Information		23
Signatures		25
Exhibit Index		26

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

STONERIDGE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	For the nine months ended September 30,
	2004			2003
OPERATING ACTIVITIES:
Net income	$	22,421		$	16,298
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation and amortization		19,791			18,325
Deferred income taxes		2,866			10,585
Equity earnings of unconsolidated subsidiaries		(1,350	)		(1,013	)
Loss on sale of fixed assets		166			346
Share based compensation		994			376
Changes in operating assets and liabilities-
Accounts receivable, net		(29,457	)		(14,075	)
Inventories		(10,247	)		3,469
Prepaid expenses and other		(3,945	)		1,487
Other assets		393			(19	)
Accounts payable		10,814			7,834
Accrued expenses and other		14,421			7,424
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

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

1. The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). The information furnished in the condensed consolidated financial statements includes normal recurring accruals and adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to the Commission’s rules and regulations. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2003 Annual Report on Form 10-K.

The results of operations for the three and nine months ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year.

2. Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for approximately 70% and 68% of the Company’s inventories at September 30, 2004 and December 31, 2003, respectively, and by the first-in, first-out (FIFO) method for all other inventories. Inventory cost includes material, labor and overhead. Inventories consist of the following:

	September 30, 2004			December 31, 2003
Raw materials	$	32,885		$	25,035
Work in progress		10,125			10,414
Finished goods		17,026			13,308
		60,036			48,757
Less: LIFO reserve		(1,044	)		(710	)
Total	$	58,992		$	48,047

3. A financial instrument is cash or a contract that imposes an obligation to deliver, or conveys a right to receive cash or another financial instrument. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of fair value because of the short maturity of these instruments. The estimated fair value of the Company’s senior notes (fixed rate debt) at September 30, 2004, per quoted market sources, was $225.3 million and the carrying value was $200.0 million.

The Company uses derivative financial instruments to reduce exposure to market risks resulting from fluctuations in interest rates (swaps) and currency rates (forward contracts). The Company does not enter into financial instruments for trading purposes. Management believes that its use of these instruments to reduce risk is in the Company’s best interest. At September 30, 2004, the Company had no outstanding interest rate swaps.

The Company has entered into a foreign currency forward purchase contract with a notional value of 58.4 million of Swedish krona to reduce exposure related to the Company’s krona denominated receivables. The estimated fair value of this forward contract at September 30, 2004, per quoted market sources, was $(0.3) million. The contract is marked to market, with gains and losses recognized in the Condensed Consolidated Statement of Operations. The Company’s foreign currency forward purchase contract substantially offsets losses and gains on the underlying foreign denominated receivables.

5

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

4. Under Statement of Financial Accounting Standard (SFAS) 142, “Goodwill and Other Intangible Assets,” goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The Company performed an annual impairment test of goodwill as of October 1, 2003 and no impairment was recognized. There was no change in the carrying value of goodwill by reportable operating segment during the first nine months of 2004. The Company is currently in the process of completing this year’s annual impairment test of goodwill, as of October 1, 2004.

5. In January 2003, the Financial Accounting Standards Board (FASB) issued interpretation (FIN) 46, “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51.” FIN 46 requires unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse the risks and rewards of ownership among their owners and other parties involved. The provisions of FIN 46 were applicable immediately to all variable interest entities created after January 31, 2003. In December 2003, the FASB issued FIN 46R, “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51 (revised December 2003),” which includes significant amendments to previously issued FIN 46. Among other things, FIN 46R includes revised transition dates for public entities, which required the Company to adopt the provisions of FIN 46 as of March 31, 2004. The adoption of this interpretation did not impact the Company’s consolidated financial statements.

6. The Company has two share-based compensation plans. One plan is for employees and one plan is for non-employee directors. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation,” prospectively to all employee and director awards granted, modified or settled after January 1, 2003, under the provisions of SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of SFAS 123.” Awards under the Company’s plans vest over periods ranging from one to five years, and compensation expense is recognized on a straight-line basis. Because the Company adopted the fair value method on a prospective basis, the cost related to share-based compensation recognized during the three and nine month period ended September 30, 2004 and 2003 is less than that which would have been recognized if the fair value method had been applied to all awards granted since the original effective date of SFAS 123. The following table illustrates the effect on net income and net income per share if the fair value method had been applied to all outstanding and unvested awards in each period.

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income, as reported	$	3,921		$	3,101		$	22,421		$	16,298
Add: Share-based employee compensation expense included in reported net income, net of related tax effects		202			96			621			235
Deduct: Total share-based employee compensation expense determined under the fair value method for all awards, net of related tax effects		(286	)		(219	)		(664	)		(609	)
Pro forma net income	$	3,837		$	2,978		$	22,378		$	15,924

6

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
Net income per share:
Basic – as reported	$	0.17	$	0.14	$	0.99	$	0.73
Basic – pro forma	$	0.17	$	0.13	$	0.99	$	0.71
Diluted – as reported	$	0.17	$	0.14	$	0.98	$	0.72
Diluted – pro forma	$	0.17	$	0.13	$	0.98	$	0.70

Because the Company adopted the fair value method of SFAS 123 during the fourth quarter of 2003, but it was effective as of January 1, 2003, net income for the three and nine-month periods ended September 30, 2003 was restated as follows:

	Three Months Ended September 30, 2003			Nine Months Ended September 30, 2003
Net income, as originally reported	$	3,197		$	16,533
Share-based employee compensation expense		(96	)		(235	)
Net income, as restated	$	3,101		$	16,298
Basic net income per share, as originally reported	$	0.14		$	0.74
Basic net income per share, as restated	$	0.14		$	0.73
Diluted net income per share, as originally reported	$	0.14		$	0.73
Diluted net income per share, as restated	$	0.14		$	0.72

7. Other comprehensive income (loss) includes foreign currency translation adjustments and gains and losses from certain foreign currency transactions, minimum pension liability adjustments, unrealized gains and losses on available-for-sale marketable securities, and the effective portion of gains and losses on certain hedging activities. All portions of other comprehensive income (loss) are recorded net of related taxes. Comprehensive income consists of the following:

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income	$	3,921		$	3,101		$	22,421		$	16,298
Other comprehensive income (loss):
Currency translation adjustments		1,251			(227	)		363			1,324
Minimum pension liability adjustments		2			(5	)		(18	)		(27	)
Unrealized gain on marketable securities		(41	)		34			(23	)		80
Amortization of terminated derivatives		—			155			—			465
		1,212			(43	)		322			1,842
Comprehensive income	$	5,133		$	3,058		$	22,743		$	18,140

8. On May 1, 2002, the Company issued $200.0 million aggregate principal amount of senior notes. The $200.0 million notes bear interest at an annual rate of 11.50% and mature on May 1, 2012. Interest is payable on May 1 and November 1 of each year. The Company registered the notes under the Securities Act of 1933 on May 17, 2002. On July 1, 2002, the Company completed an

7

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

exchange offer of the senior notes for substantially identical notes registered under the Securities Act of 1933.

In conjunction with the issuance of the senior notes, the Company also entered into a new $200.0 million credit agreement with a bank group. The credit agreement had the following components: a $100.0 million revolving facility (of which $96.2 million was available at September 30, 2004), which includes a $10.0 million swing line facility, and a $100.0 million term facility. The revolving facility expires on April 30, 2008 and requires a commitment fee of 0.375% to 0.500% on the unused balance. The revolving facility permits the Company to borrow up to half its borrowings in specified foreign currencies. Interest is payable quarterly at either (i) the prime rate plus a margin of 0.25% to 1.25% or (ii) LIBOR plus a margin of 1.75% to 2.75%, depending upon the Company’s ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA), as defined. Interest on the swing line facility is payable monthly at the quoted overnight borrowing rate plus a margin of 1.75% to 2.75%, depending upon the Company’s ratio of consolidated total debt to consolidated EBITDA, as defined. The Company prepaid the entire outstanding balance of the term facility during 2003.

Long-term debt consists of the following:

	September 30, 2004			December 31, 2003
11 1/2% Senior notes, due 2012	$	200,000		$	200,000
Other		187			662
		200,187			200,662
Less: Current portion		(38	)		(417	)
	$	200,149		$	200,245

9. For the three-month periods ended September 30, 2004 and 2003, the Company’s effective tax rate decreased to 20.0% from 31.0%. For the nine-month periods ended September 30, 2004 and 2003, the Company’s effective tax rate decreased to 30.2% from 32.0%. This decrease was attributable to a higher proportion of non-U.S. pre-tax income to global pre-tax income in 2004, as well as to the settlement of certain state refund claims. In general the Company’s operations outside of the U.S. are taxed at a lower effective tax rate than the domestic operations in the U.S. The tax decreases were partially offset by the legislative expiration of certain U.S. tax credits in the third quarter of 2004, which were legislatively reinstated in the fourth quarter.

10. The Company presents basic and diluted net income per share in accordance with SFAS 128, “Earnings Per Share,” which requires the presentation of basic net income per share and diluted net income per share. Basic net income per share was computed by dividing net income by the weighted-average number of common shares outstanding for each respective period. Diluted net income per share was calculated by dividing net income by the weighted-average of all potentially dilutive common shares that were outstanding during the periods presented. Actual weighted-average shares outstanding used in calculating basic and diluted net income per share were as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2004	2003	2004	2003
Basic weighted-average shares outstanding	22,630	22,410	22,605	22,410
Effect of dilutive securities	295	348	258	266
Diluted weighted-average shares outstanding	22,925	22,758	22,863	22,676

Options to purchase 475 and 415 common shares at an average price of $16.56 and $16.97 per share were outstanding during the third quarter of 2004 and 2003, respectively, and options to purchase 475

8

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

and 488 common shares at an average price of $16.56 and $16.22 per share were outstanding during the first nine months of 2004 and 2003, respectively. These outstanding options were not included in the computation of diluted earnings per share because their respective exercise prices were greater than the average market price of common shares and, therefore, their effect would have been anti-dilutive.

11. In the ordinary course of business, the Company is involved in various legal proceedings, workers’ compensation and product liability disputes. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of operations, cash flows or the financial position of the Company.

On January 15, 2004, a judgment was entered against the Company in the District Court (365^th Judicial District) in Maverick County, Texas. The plaintiffs alleged in their complaint that a Stoneridge fuel valve installed as a replacement part on a truck caused a fire after an accident resulting in a death. The plaintiffs are the parents of the decedent. The judgment entered against the Company was approximately $36.5 million. The Company denies its fuel valve contributed to the fire. The trial court denied a motion for a new trial and other relief. An appeal of this judgment has been filed. The Company believes that there are valid grounds to reverse the judgment on appeal. If successful, the appeal may alter or eliminate the amount of the existing judgment. While legal proceedings are subject to inherent uncertainty, the Company believes that it is reasonably possible that this award will be substantially altered or eliminated by the appellate court. Consequently, in the opinion of management and the Company’s legal counsel, it is not possible to estimate the outcome of such uncertainty at this time. The Company will record a provision for any liability in this case, if and at the time that management and counsel conclude a loss is probable. Based upon advice received from the Company’s legal counsel, the Company believes a loss resulting from this matter is not probable as of September 30, 2004. Even at full judgment, however, the Company’s exposure is significantly less than the $36.5 million mentioned above, as it has been mitigated with appropriate levels of insurance.

12. SFAS 131, “Disclosures about Segments of an Enterprise and Related Information,” established standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer.

The Company has two reportable operating segments: Vehicle Management & Power Distribution and Control Devices. These reportable operating segments were determined based on the differences in the nature of the products offered. The Vehicle Management & Power Distribution operating segment produces electronic instrument clusters, electronic control units, driver information systems and electrical distribution systems, primarily wiring harnesses and connectors for electrical power and signal distribution. The Control Devices operating segment produces electronic and electromechanical switches, control actuation devices and sensors.

The accounting policies of the Company’s operating segments are the same as those described in Note 2, “Summary of Significant Accounting Policies,” of the Company’s December 31, 2003 Form 10-K. The Company evaluates the performance of its operating segments based primarily on revenues from external customers, net income and capital expenditures. Intersegment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

9

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

A summary of financial information by reportable operating segment is as follows:

	For the three months ended September 30, 2004
	Vehicle Management & Power Distribution		Control Devices			Eliminations			Consolidated
Sales from external customers	$	88,554	$	75,732		$	—		$	164,286
Intersegment sales		3,789		721			(4,510	)		—
Total net sales	$	92,343	$	76,453		$	(4,510	)	$	164,286
Net income (loss)	$	5,047	$	(1,126	)	$	—		$	3,921
Depreciation and amortization	$	2,018	$	4,215		$	—		$	6,233
Interest expense, net	$	723	$	5,308		$	—		$	6,031
Provision (benefit) for income taxes	$	1,796	$	(817	)	$	—		$	979
Capital expenditures	$	2,248	$	4,432		$	—		$	6,680

	For the three months ended September 30, 2003
	Vehicle Management & Power Distribution		Control Devices		Eliminations			Consolidated
Sales from external customers	$	64,755	$	76,077	$	—		$	140,832
Intersegment sales		3,452		619		(4,071	)		—
Total net sales	$	68,207	$	76,696	$	(4,071	)	$	140,832
Net income	$	1,266	$	1,835	$	—		$	3,101
Depreciation and amortization	$	2,056	$	3,658	$	—		$	5,714
Interest expense, net	$	850	$	5,955	$	—		$	6,805
Provision for income taxes	$	564	$	814	$	—		$	1,378
Capital expenditures	$	1,712	$	2,498	$	—		$	4,210

	For the nine months ended September 30, 2004
	Vehicle Management & Power Distribution		Control Devices		Eliminations			Consolidated
Sales from external customers	$	266,818	$	251,547	$	—		$	518,365
Intersegment sales		12,100		2,025		(14,125	)		—
Total net sales	$	278,918	$	253,572	$	(14,125	)	$	518,365
Net income	$	16,331	$	6,090	$	—		$	22,421
Depreciation and amortization	$	6,432	$	12,326	$	—		$	18,758
Interest expense, net	$	2,265	$	16,263	$	—		$	18,528
Provision for income taxes	$	7,074	$	2,638	$	—		$	9,712
Capital expenditures	$	6,977	$	11,131	$	—		$	18,108

10

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

	For the nine months ended September 30, 2003
	Vehicle Management & Power Distribution		Control Devices		Eliminations			Consolidated
Sales from external customers	$	204,665	$	250,751	$	—		$	455,416
Intersegment sales		10,307		1,602		(11,909	)		—
Total net sales	$	214,972	$	252,353	$	(11,909	)	$	455,416
Net income	$	4,336	$	11,962	$	—		$	16,298
Depreciation and amortization	$	6,216	$	10,241	$	—		$	16,457
Interest expense, net	$	2,715	$	17,843	$	—		$	20,558
Provision for income taxes	$	2,039	$	5,628	$	—		$	7,667
Capital expenditures	$	4,935	$	6,680	$	—		$	11,615

The following table presents net sales and non-current assets for each of the geographic areas in which the Company operates:

	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
Net Sales:
North America	$	135,680	$	116,731	$	421,759	$	369,804
Europe and other		28,606		24,101		96,606		85,612
Total	$	164,286	$	140,832	$	518,365	$	455,416

	September 30, 2004		December 31, 2003
Non-Current Assets:
North America	$	346,641	$	346,994
Europe and other		50,786		53,047
Total	$	397,427	$	400,041

11

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

13. The senior notes and the credit facility are fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future domestic wholly-owned subsidiaries (Guarantor Subsidiaries). The Company’s non-U.S. subsidiaries are not guaranteeing the senior notes and the credit facility (Non-Guarantor Subsidiaries).

Presented below are summarized condensed consolidating financial statements of the Parent (which includes certain of the Company’s operating units), the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the Company on a consolidated basis, as of September 30, 2004 and December 31, 2003, and for the three and nine months ended September 30, 2004 and 2003.

These summarized condensed consolidating financial statements are prepared on the equity method. Separate financial statements for the Guarantor Subsidiaries are not presented based on management’s determination that they do not provide additional information that is material to investors. Therefore, the Guarantor Subsidiaries are combined in the presentation below.

	September 30, 2004
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,492		$	18	$	21,635		$	—		$	32,145
Accounts receivable, net		56,880			41,994		24,258			(4,553	)		118,579
Inventories, net		26,607			14,705		17,680			—			58,992
Prepaid expenses, intercompany and other		(254,260	)		235,261		32,844			—			13,845
Deferred income taxes		6,094			3,092		577			—			9,763
Total current assets	$	(154,187	)	$	295,070	$	96,994		$	(4,553	)	$	233,324
PROPERTY, PLANT AND EQUIPMENT, net		59,360			32,141		21,432			—			112,933
OTHER ASSETS:
Goodwill		234,701			20,591		—			—			255,292
Investments and other, net		35,486			440		10,773			(17,497	)		29,202
Investment in subsidiaries		365,801			—		—			(365,801	)		—
TOTAL ASSETS	$	541,161		$	348,242	$	129,199		$	(387,851	)	$	630,751
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	—	$	38		$	—		$	38
Accounts payable		26,954			23,894		18,139			(4,513	)		64,474
Accrued expenses and other		18,701			26,614		20,310			(40	)		65,585
Total current liabilities		45,655			50,508		38,487			(4,553	)		130,097
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		200,000			—		17,646			(17,497	)		200,149
Deferred income taxes		27,640			3,356		(853	)		—			30,143
Other liabilities		127			—		2,496			—			2,623
Total long-term liabilities		227,767			3,356		19,289			(17,497	)		232,915
SHAREHOLDERS’ EQUITY		267,739			294,378		71,423			(365,801	)		267,739
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	541,161		$	348,242	$	129,199		$	(387,851	)	$	630,751

12

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

Supplemental condensed consolidating financial statements (continued):

	December 31, 2003
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,660		$	26	$	9,456		$	—		$	24,142
Accounts receivable, net		42,585			28,595		21,324			(3,343	)		89,161
Inventories, net		22,193			10,432		15,422			—			48,047
Prepaid expenses, intercompany and other		(234,958	)		215,982		29,396			—			10,420
Deferred income taxes		4,659			2,620		577			—			7,856
Total current assets		(150,861	)		257,655		76,175			(3,343	)		179,626
PROPERTY, PLANT AND EQUIPMENT, NET		61,042			31,390		23,830			—			116,262
OTHER ASSETS:
Goodwill		234,701			20,591		—			—			255,292
Investments and other, net		34,628			548		1,128			(7,817	)		28,487
Investment in subsidiaries		333,606			—		—			(333,606	)		—
TOTAL ASSETS	$	513,116		$	310,184	$	101,133		$	(344,766	)	$	579,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	—	$	417		$	—		$	417
Accounts payable		24,920			16,194		15,779			(3,299	)		53,594
Accrued expenses and other		13,735			20,930		19,948			(44	)		54,569
Total current liabilities		38,655			37,124		36,144			(3,343	)		108,580
LONG-TERM LIABILITIES:
Long-term debt, net of current portion		207,301			—		761			(7,817	)		200,245
Deferred income taxes		23,393			3,082		(1,187	)		—			25,288
Other liabilities		361			—		1,787			—			2,148
Total long-term liabilities		231,055			3,082		1,361			(7,817	)		227,681
SHAREHOLDERS’ EQUITY		243,406			269,978		63,628			(333,606	)		243,406
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	513,116		$	310,184	$	101,133		$	(344,766	)	$	579,667

13

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

Supplemental condensed consolidating financial statements (continued):

	For the three months ended September 30, 2004
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	77,568		$	55,883	$	38,538		$	(7,703	)	$	164,286
COSTS AND EXPENSES:
Cost of goods sold		63,422			38,455		30,662			(7,703	)		124,836
Selling, general and administrative expenses		12,894			8,879		7,104			—			28,877
OPERATING INCOME		1,252			8,549		772			—			10,573
Interest expense (income), net		6,090			—		(59	)		—			6,031
Other (income) expense, net		(1,482	)		890		234			—			(358	)
Equity earnings from subsidiaries		(6,785	)		—		—			6,785			—
INCOME BEFORE INCOME TAXES		3,429			7,659		597			(6,785	)		4,900
(Benefit) Provision for income taxes		(492	)		1,532		(61	)		—			979
NET INCOME	$	3,921		$	6,127	$	658		$	(6,785	)	$	3,921
	For the three months ended September 30, 2003
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	65,359		$	48,298	$	32,979		$	(5,804	)	$	140,832
COSTS AND EXPENSES:
Cost of goods sold		50,616			34,560		27,090			(5,804	)		106,462
Selling, general and administrative expenses		9,623			7,774		5,876			—			23,273
OPERATING INCOME		5,120			5,964		13			—			11,097
Interest expense (income), net		6,810			—		(5	)		—			6,805
Other (income) expense, net		(592	)		863		(458	)		—			(187	)
Equity earnings from subsidiaries		(3,991	)		—		—			3,991			—
INCOME BEFORE INCOME TAXES		2,893			5,101		476			(3,991	)		4,479
(Benefit) Provision for income taxes		(208	)		1,530		56			—			1,378
NET INCOME	$	3,101		$	3,571	$	420		$	(3,991	)	$	3,101

14

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

Supplemental condensed consolidating financial statements (continued):

	For the nine months ended September 30, 2004
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	240,319		$	170,824	$	130,436		$	(23,214	)	$	518,365
COSTS AND EXPENSES:
Cost of goods sold		192,713			116,971		99,206			(23,214	)		385,676
Selling, general and administrative expenses		34,592			26,920		21,273			—			82,785
OPERATING INCOME		13,014			26,933		9,957			—			49,904
Interest expense (income), net		18,631			—		(103	)		—			18,528
Other (income) expense, net		(3,576	)		2,680		139			—			(757	)
Equity earnings from subsidiaries		(24,430	)		—		—			24,430			—
INCOME BEFORE INCOME TAXES		22,389			24,253		9,921			(24,430	)		32,133
(Benefit) Provision for income taxes		(32	)		7,324		2,420			—			9,712
NET INCOME	$	22,421		$	16,929	$	7,501		$	(24,430	)	$	22,421
	For the nine months ended September 30, 2003
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	205,140		$	155,883	$	111,435		$	(17,042	)	$	455,416
COSTS AND EXPENSES:
Cost of goods sold		160,694			111,156		84,988			(17,042	)		339,796
Selling, general and administrative expenses		29,783			22,826		18,668			—			71,277
OPERATING INCOME		14,663			21,901		7,779			—			44,343
Interest expense, net		20,456			—		102			—			20,558
Other (income) expense, net		(1,881	)		2,505		(804	)		—			(180	)
Equity earnings from subsidiaries		(19,130	)		—		—			19,130			—
INCOME BEFORE INCOME TAXES		15,218			19,396		8,481			(19,130	)		23,965
(Benefit) Provision for income taxes		(1,080	)		6,207		2,540			—			7,667
NET INCOME	$	16,298		$	13,189	$	5,941		$	(19,130	)	$	16,298

15

STONERIDGE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except for per share data, unless otherwise indicated)

Supplemental condensed consolidating financial statements (continued):

	For the nine months ended September 30, 2004
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	12,354		$	6,404		$	(1,571	)	$	9,680		$	26,867
INVESTING ACTIVITIES:
Capital expenditures		(8,614	)		(6,491	)		(3,003	)		—			(18,108	)
Proceeds from sale of fixed assets		2			—			14			—			16
Business acquisitions and other		(757	)		—			43			—			(714	)
Net cash used by investing activities		(9,369	)		(6,491	)		(2,946	)		—			(18,806	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(7,300	)		—			16,621			(9,680	)		(359	)
Proceeds from exercise of share options		283			79			14			—			376
Other financing costs		(134	)		—			—			—			(134	)
Net cash used by financing activities		(7,151	)		79			16,635			(9,680	)		(117	)
Effect of exchange rate changes on cash and cash equivalents		(2	)		—			61			—			59
Net change in cash and cash equivalents		(4,168	)		(8	)		12,179			—			8,003
Cash and cash equivalents at beginning of period		14,660			26			9,456			—			24,142
Cash and cash equivalents at end of period	$	10,492		$	18		$	21,635		$	—		$	32,145
	For the nine months ended September 30, 2003
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by operating activities	$	40,201		$	3,163		$	12,072		$	(4,399	)	$	51,037
INVESTING ACTIVITIES:
Capital expenditures		(4,439	)		(3,300	)		(3,876	)		—			(11,615	)
Proceeds from sale of fixed assets		12			—			820			—			832
Other		(15	)		—			12			—			(3	)
Net cash used by investing activities		(4,442	)		(3,300	)		(3,044	)		—			(10,786	)
FINANCING ACTIVITIES:
Repayments of long-term debt		(20,053	)		—			(6,701	)		4,399			(22,355	)
Net repayments under revolving credit facilities		—			—			(715	)		—			(715	)
Proceeds from exercise of share options		258			—			—			—			258
Net cash used by financing activities		(19,795	)		—			(7,416	)		4,399			(22,812	)
Effect of exchange rate changes on cash and cash equivalents		—			—			730			—			730
Net change in cash and cash equivalents		15,964			(137	)		2,342			—			18,169
Cash and cash equivalents at beginning of period		18,698			167			8,370			—			27,235
Cash and cash equivalents at end of period	$	34,662		$	30		$	10,712		$	—		$	45,404

14. Certain prior period amounts have been reclassified to conform to their 2003 presentation in the condensed consolidated financial statements.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Nine Months Ended September 30, 2004 Compared To Nine Months Ended September 30, 2003

Net Sales. Net sales for the nine months ended September 30, 2004 increased by $63.0 million, or 13.8%, to $518.4 million from $455.4 million for the corresponding period in 2003. The increase in sales was primarily due to an increase in North American commercial vehicle production partially offset by a decline in traditional domestic North American light vehicle production. The Company’s sales were also impacted by favorable foreign currency exchange rates.

Net sales for the nine months ended September 30, 2004 for North America increased $52.0 million to $421.8 million from $369.8 million for the corresponding period in 2003. This increase was primarily due to increased sales to the commercial vehicle market. North American net sales accounted for 81.4% of total net sales for the first nine months of 2004 compared with 81.2% for the corresponding period in 2003. Net sales for the nine months ended September 30, 2004 outside North America increased $11.0 million to $96.6 million from $85.6 million for the corresponding period in 2003. The increase in net sales outside North America was primarily attributable to increased commercial vehicle production and also to favorable currency exchange rates. Net sales outside North America accounted for 18.6% of total net sales for the nine months ended September 30, 2004 compared with 18.8% for the corresponding period in 2003.

Sales for the Vehicle Management & Power Distribution operating segment, net of intercompany sales, were $266.8 million for the nine months ended September 30, 2004 as compared to $204.7 million for the corresponding period in 2003. The increase in sales was primarily attributable to an increase in commercial vehicle volume and, to a much lesser extent, favorable currency exchange rates. Sales for the Control Devices operating segment, net of intercompany sales, were $251.6 million for the nine months ended September 30, 2004 as compared to $250.7 million for the corresponding period in 2003. The increase in sales was attributable to increased commercial vehicle production and favorable foreign currency exchange rates partially offset by lower North American light vehicle production.

Cost of Goods Sold. Cost of goods sold for the first nine months of 2004 increased by $45.9 million, or 13.5%, to $385.7 million from $339.8 million in the first nine months of 2003. As a percentage of sales, cost of goods sold decreased to 74.4% from 74.6% for the first nine months of 2004 and 2003, respectively. This decrease as a percentage of sales was due to a combination of higher production volumes and the Company’s continued focus on Lean Manufacturing utilizing Six Sigma principles, offset by a shift in product mix, price reductions and higher raw material costs.

Selling, General and Administrative Expenses. Selling, general and administrative (SG&A) expenses for the nine months ended September 30, 2004 increased by $11.5 million to $82.8 million from $71.3 million in the first nine months of 2003. Included in SG&A expenses for the nine months ended September 30, 2004 and 2003 were product development expenses of $25.6 million and $20.7 million, respectively. The increase in SG&A expenses reflects increased investment in the Company’s product development activities, which are focused on occupant safety, chassis, driveline and instrument cluster products, and increased sales and marketing efforts. Sarbanes-Oxley implementation and severance related costs also impacted SG&A during 2004. As a percentage of sales, SG&A expenses increased to 16.0% for the first nine months of 2004 from 15.7 % for the corresponding period in 2003.

Interest Expense, net. Net interest expense for the first nine months of 2004 decreased by $2.1 million to $18.5 million in 2004 from $20.6 million in 2003. Average outstanding indebtedness was $200.3 million and $234.5 million for the first nine months of 2004 and 2003, respectively. The decrease in interest expense reflects the Company’s lower debt balance as well as interest income received during the second quarter of 2004 related to a tax refund.

17

Other income, net. Other income, which primarily represented equity earnings of unconsolidated subsidiaries and effects of foreign exchange, was $0.8 million and $0.2 million for the nine months ended September 30, 2004 and 2003, respectively.

Income Before Income Taxes. As a result of the foregoing, income before income taxes increased by $8.1 million for the first nine months of 2004 to $32.1 million from $24.0 million in 2003. Income before income taxes for the first nine months of 2004 for North America increased by $7.0 million to $25.6 million from $18.6 million for the corresponding period in 2003. Income before income taxes for the first nine months of 2004 outside North America increased by $1.1 million to $6.5 million from $5.4 million for the corresponding period in 2003.

Provision for Income Taxes. The Company recognized provisions for income taxes of $9.7 million, or 30.2% of pre-tax income, and $7.7 million, or 32.0% of pre-tax income, for federal, state and foreign income taxes for the first nine months of 2004 and 2003, respectively. The decrease in the effective tax rate was primarily attributable to a higher proportion of non-U.S. pre-tax income to global pre-tax income in 2004, as well as to the settlement of certain state refund claims. In general, the Company’s operations outside of the U.S. are taxed at a lower effective tax rate than the domestic operations in the U.S. The tax decreases were partially offset by the legislative expiration of certain U.S. tax credits in the third quarter of 2004, which were legislatively reinstated in the fourth quarter.

Net Income. As a result of the foregoing, net income increased by $6.1 million to $22.4 million for the first nine months of 2004 from $16.3 million in 2003.

Net income for the Vehicle Management & Power Distribution operating segment was $15.6 million and $4.3 million for the nine-month period ended September 30, 2004 and 2003, respectively. This increase was primarily attributable to increased commercial vehicle production, offset by a decrease in passenger vehicle and light truck production and higher commodity costs. This increase also includes a benefit due to favorable currency exchange rates. Net income for the Control Devices operating segment was $6.8 million and $12.0 million for the nine-month period ended September 30, 2004 and 2003, respectively. This decrease was primarily due to a decrease in passenger car and light truck production as well as price reductions, higher commodity costs, higher depreciation, launch costs and increased product development activities.

Three Months Ended September 30, 2004 Compared To Three Months Ended September 30, 2003

Net Sales. Net sales for the quarter ended September 30, 2004 increased by $23.5 million, or 16.7%, to $164.3 million from $140.8 million for the corresponding period in 2003. The increase in sales was primarily due to an increase in North American commercial vehicle production partially offset by a decline in traditional domestic North American light vehicle production. The Company’s sales were also impacted by favorable foreign currency exchange rates.

Net sales for the quarter ended September 30, 2004 for North America increased $19.0 million to $135.7 million from $116.7 million for the corresponding period in 2003. This increase was primarily due to an increase in sales to the commercial vehicle market. North American net sales accounted for 82.6% of total net sales for the third quarter ended September 30, 2004 compared with 82.9% for the corresponding period in 2003. Net sales for the third quarter of 2004 outside North America increased by $4.5 million to $28.6 million from $24.1 million for the corresponding period in 2003. This increase was primarily due to an increase in commercial vehicle volume as well as to favorable foreign currency exchange rates. Net sales outside North America accounted for 17.4% of total net sales for the third quarter of 2004 compared with 17.1% for the corresponding period in 2003.

Sales for the Vehicle Management & Power Distribution operating segment, net of intercompany sales, were $88.6 million for the third quarter of 2004 as compared to $64.7 million for the corresponding period in 2003. Increased commercial vehicle production and, to a much lesser extent, favorable currency

18

exchange rates, were the primary drivers behind this increase. Sales for the Control Devices operating segment, net of intercompany sales, were $75.7 million for the third quarter of 2004 as compared to $76.1 million for the corresponding period in 2003.

Cost of Goods Sold. Cost of goods sold for the quarter ended September 30, 2004 increased by $18.3 million, or 17.2%, to $124.8 million from $106.5 million for the corresponding period in 2003. As a percentage of sales, cost of goods sold increased to 76.0% from 75.6% for the third quarter of 2004 and 2003, respectively. The increase as a percent of sales was primarily attributable to a change in product mix, price reductions and higher raw material costs, partially offset by a combination of higher production volumes and the Company’s continued focus on Lean Manufacturing utilizing Six Sigma principles.

Selling, General and Administrative Expenses. SG&A expenses for the quarter ended September 30, 2004 increased by $5.6 million to $28.9 million from $23.3 million in the third quarter of 2003. Included in SG&A expenses for the quarters ended September 30, 2004 and 2003 were product development expenses of $8.8 million and $6.8 million, respectively. As a percentage of sales, SG&A expenses increased to 17.6% for the third quarter of 2004 from 16.5% for the corresponding period in 2003. The increase in SG&A expenses reflects increased investment in the Company’s product development activities, which are focused on occupant safety, chassis, driveline and instrument cluster products, and increased sales and marketing efforts. Sarbanes-Oxley implementation and severance related costs also impacted SG&A during the third quarter of 2004.

Interest Expense, net. Net interest expense for the third quarter of 2004 decreased by $0.8 million to $6.0 million from $6.8 million in 2003. Average outstanding indebtedness was $200.2 million and $229.5 million for the third quarter of 2004 and 2003, respectively. The decrease in interest expense reflects the Company’s lower debt balance.

Other income, net. Other income, which primarily represented equity earnings of unconsolidated subsidiaries and effects of foreign exchange, was $0.4 million for the three months ended September 30, 2004 and $0.2 million for the corresponding period in 2003.

Income Before Income Taxes. As a result of the foregoing, income before income taxes increased $0.4 million for the third quarter of 2004 to $4.9 million from $4.5 million in 2003. Income before income taxes for the third quarter of 2004 for North America increased by $0.7 million to $5.3 million from $4.6 million for the corresponding period in 2003. Loss before income taxes for the third quarter of 2004 outside North America increased by $0.3 million to $0.4 million from $0.1 million for the corresponding period in 2003.

Provision for Income Taxes. The Company recognized provisions for income taxes of $1.0 million, or 20.0% of pre-tax income, and $1.4 million, or 31.0% of pre-tax income, for federal, state and foreign income taxes for the third quarter of 2004 and 2003, respectively. The decrease in the effective tax rate was attributable to a higher proportion of non-U.S. pre-tax income to global pre-tax income in 2004, as well as to the settlement of certain state refund claims. In general, the Company’s operations outside of the U.S. are taxed at a lower effective tax rate than the domestic operations in the U.S. The tax decreases were partially offset by the legislative expiration of certain U.S. tax credits in the third quarter of 2004, which were legislatively reinstated in the fourth quarter.

Net Income. As a result of the foregoing, net income increased by $0.8 million to $3.9 million for the third quarter of 2004 from $3.1 million in 2003.

Net income for the Vehicle Management & Power Distribution operating segment was $5.3 million and $1.3 million for the three-month period ended September 30, 2004 and 2003, respectively. This increase was primarily attributable to increased commercial vehicle production, offset by a decrease in passenger vehicle and light truck production and higher commodity costs. This increase also includes a benefit due to favorable currency exchange rates. Net (loss) income for the Control Devices operating segment was $(1.4) million and $1.8 million for the three month period ended September 30, 2004 and 2003, respectively. This decrease was primarily due to a decrease in passenger car and light truck production as

19

well as price reductions, higher commodity costs, higher depreciation, launch costs and increased product development activities.

Liquidity and Capital Resources

Net cash provided by operating activities was $26.9 million and $51.0 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in net cash from operating activities of $24.1 million was primarily attributable to higher levels of working capital (principally accounts receivable, inventory and accounts payable) to support higher sales volumes.

Net cash used by investing activities was $18.8 million and $10.8 million for the nine months ended September 30, 2004 and 2003, respectively. The increase in net cash used by investing activities of $8.0 million was primarily attributable to capital expenditures and also to the Company’s investment in an Indian joint venture.

Net cash used by financing activities was $0.1 million and $22.8 million for the nine months ended September 30, 2004 and 2003, respectively. Cash flows from operations for the first nine months of 2003 were used primarily to pay down outstanding debt.

The Company has entered into a foreign currency forward purchase contract with a notional value of 58.4 million of Swedish krona to reduce exposure related to the Company’s krona denominated receivables. The estimated fair value of this forward contract at September 30, 2004, per quoted market sources, was $(0.3) million. This forward contract is marked to market, with gains and losses recognized in the Condensed Consolidated Statement of Operations. The Company’s foreign currency forward purchase contract substantially offsets losses and gains on the underlying foreign denominated receivables. The Company does not use derivatives for speculative or profit-motivated purposes.

As disclosed in Note 11 to the Company’s condensed consolidated financial statements, a judgment was entered against the Company on January 15, 2004 whereby the plaintiffs alleged in their complaint that a Stoneridge fuel valve installed as a replacement part on a truck caused a fire after an accident resulting in a death. The Company denies its fuel valve contributed to the fire. The judgment entered against the Company was approximately $36.5 million. An appeal of this judgment has been filed. While legal proceedings are subject to inherent uncertainty, the Company believes that it is reasonably possible that this award will be substantially altered or eliminated by the appellate court. Even at full judgment, however, the Company’s exposure is significantly less than the $36.5 million mentioned above, as it has been mitigated with appropriate levels of insurance.

Management believes that cash flows from operations and the availability of funds from the Company’s credit facilities and senior notes will provide sufficient liquidity to meet the Company’s growth and operating needs. As outlined in Note 8 to the Company’s condensed consolidated financial statements, the Company has a revolving credit facility of which $96.2 million was available at September 30, 2004. The Company also has $32.1 million in available cash, and believes it will have access to the debt and equity markets should the need arise.

Inflation and International Presence

Management believes that the Company’s operations have not historically been adversely affected by inflation; however, given the current economic climate and recent increases in certain commodity prices, management believes that a continuation of such price increases could significantly impact their profitability. By operating internationally, the Company is affected by the economic conditions of certain countries. Based on the current economic conditions in these countries, management believes they are not significantly exposed to adverse economic conditions.

20

Forward-Looking Statements

Portions of this report may contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, the Company’s (i) future product and facility expansion, (ii) acquisition strategy, (iii) investments and new product development, and (iv) growth opportunities related to awarded business. Forward-looking statements may be identified by the words “will,” “may,” “designed to,” “believes,” “plans,” “expects,” “continue,” and similar words and expressions. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. Important factors that could 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, agricultural or off-highway vehicle production;

• 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 it with parts and components at competitive prices on a timely basis;

• the amount of debt and the restrictive covenants contained in the Company’s credit facility;

• customer acceptance of new products;

• capital availability or costs, including changes in interest rates or market perceptions of the Company;

• changes by the Financial Accounting Standards Board or the Securities and Exchange Commission of authoritative generally accepted accounting principles or policies;

• the successful integration of any acquired businesses;

• the impact of laws and regulations, including the Sarbanes-Oxley Act of 2002 and environmental laws and regulations; and

• the occurrence or non-occurrence of circumstances beyond the Company’s control.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

From time to time, the Company is exposed to certain market risks, primarily resulting from the effects of changes in interest rates. At September 30, 2004, however, substantially all of the Company’s debt was fixed rate debt.

Commodity Price Risk

The Company’s risk related to commodity prices has historically not been material; however, given the current economic climate and the recent increases in certain commodity costs, the Company has determined that it currently is experiencing an increased risk particularly with respect to the purchase of copper, steel and resins. The Company is managing this risk through a combination of fixed price agreements, staggered short-term contract maturities and commercial negotiations with its suppliers. The Company may also consider pursuing alternative commodities or alternative suppliers to mitigate this risk over a period of time. At this time, the Company does not intend to use financial instruments to mitigate this risk. The recent increases in certain commodity costs have negatively impacted the Company’s operating results, and a continuation of such price increases could significantly impact its profitability.

21

Foreign Currency Exchange Risk

The Company’s risks related to foreign currency exchange rates have historically not been material; however, given the current economic climate, the Company is monitoring this risk. The Company does not expect the effects of this risk to be material in the future based on the current operating and economic conditions in the countries in which it operates. Therefore, a 10.0% change in the value of the U.S. dollar would not significantly affect the Company’s results of operations, financial position or cash flows.

There have been no material changes to the Company’s exposures to market risk, except for commodity price risk, since December 31, 2003, as reported in the 2003 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

As of September 30, 2004, an evaluation was performed under the supervision and with the participation of the Company’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2004.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2004 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

22

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in various legal proceedings, workers’ compensation and product liability disputes. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of operations or the financial position of the Company.

On January 15, 2004, a judgment was entered against the Company in the District Court (365^th Judicial District) in Maverick County, Texas. The plaintiffs alleged in their complaint that a Stoneridge fuel valve installed as a replacement part on a truck caused a fire after an accident resulting in a death. The plaintiffs are the parents of the decedent. The judgment entered against the Company was approximately $36.5 million. The Company denies its fuel valve contributed to the fire. The trial court denied a motion for a new trial and other relief. An appeal of this judgment has been filed. The Company believes that there are valid grounds to reverse the judgment on appeal. If successful, the appeal may alter or eliminate the amount of the existing judgment. While legal proceedings are subject to inherent uncertainty, the Company believes that it is reasonably possible that this award will be substantially altered or eliminated by the appellate court. Consequently, in the opinion of management and the Company’s legal counsel, it is not possible to estimate the outcome of such uncertainty at this time. The Company will record a provision for any liability in this case, if and at the time that management and counsel conclude a loss is probable. Based upon advice received from the Company’s counsel, the Company believes a loss resulting from this matter is not probable as of September 30, 2004. Even at full judgment, however, the Company’s exposure is significantly less than the $36.5 million mentioned above, as it has been mitigated with appropriate levels of insurance.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

23

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1	Amendment No. 2 dated as of August 6, 2004 to Credit Agreement dated as of May 1, 2002 among Stoneridge, Inc. as Borrower, the Lending Institutions Named Therein, as Lenders, National City Bank, as Administrative Agent, a Joint Lead Arranger and Collateral Agent, Deutsche Bank Securities Inc., as a Joint Lead Arranger, Comerica Bank and PNC Bank, National Association, as the Co-Documentation Agents, filed herewith.
10.2	Severance Agreement and Release between the Company and Kevin P. Bagby, dated August 31, 2004 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 7, 2004).
31.1	Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

(b) Reports on Form 8-K

1.	On July 22, 2004, the Company filed a Current Report on Form 8-K for a press release announcing second quarter 2004 earnings.
2.	On September 7, 2004, the Company filed a Current Report on Form 8-K for a press release announcing the resignation of Kevin Bagby and the appointment of Joseph Mallak as the Company’s Vice President and Chief Financial Officer.

24

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: November 9, 2004	/s/ Gerald V. Pisani
	Gerald V. Pisani
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 9, 2004	/s/ Joseph M. Mallak
	Joseph M. Mallak
	Vice President and Chief Financial Officer
	(Principal Financial and Chief Accounting Officer)

25

STONERIDGE, INC.

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Amendment No. 2 dated as of August 6, 2004 to Credit Agreement dated as of May 1, 2002 among Stoneridge, Inc. as Borrower, the Lending Institutions Named Therein, as Lenders, National City Bank, as Administrative Agent, a Joint Lead Arranger and Collateral Agent, Deutsche Bank Securities Inc., as a Joint Lead Arranger, Comerica Bank and PNC Bank, National Association, as the Co-Documentation Agents, filed herewith.
10.2	Severance Agreement and Release between the Company and Kevin P. Bagby, dated August 31, 2004 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 7, 2004).
31.1	Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

26

EX-10.1

EXHIBIT 10.1

STONERIDGE, INC.

as a Borrower

THE FOREIGN SUBSIDIARY BORROWERS

party thereto

THE LENDERS NAMED THEREIN

as Lenders

NATIONAL CITY BANK

as a Lender, a Joint Lead Arranger

the Administrative Agent and the Collateral Agent

DEUTSCHE BANK SECURITIES, INC.

as a Joint Lead Arranger

COMERICA BANK and

PNC BANK, NATIONAL ASSOCIATION

as the Co-Documentation Agents

AMENDMENT NO. 2

dated as of August 6, 2004

to

the CREDIT AGREEMENT,

dated as of

May 1, 2002

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, is dated as of August 6, 2004 (this “Amendment”), among the following:

(i) STONERIDGE, INC., an Ohio corporation (herein, together with its successors and assigns, the “Company”);

(ii) the Foreign Subsidiary Borrowers party to the Credit Agreement, as hereinafter defined;

(iii) the Lenders party to the Credit Agreement; and

(iv) NATIONAL CITY BANK, a national banking association, as a Lender, the Collateral Agent and the Administrative Agent under the Credit Agreement (in such latter capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) The Company, the Foreign Subsidiary Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement, dated as of May 1, 2002 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein having the meanings provided in the Credit Agreement).

(2) The parties hereto desire to modify certain terms and provisions of the Credit Agreement, all as more fully set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

Section 1 Amendments.

1.1 Amendment to Section 1.1 - Certain Defined Terms. Section 1.1 of the Credit Agreement is hereby amended by deleting the defined terms “Applicable Utilization Fee Rate” and “Utilization Fee”.

1.2 Amendment to Section 1.1 - Certain Defined Terms. Section 1.1 of the Credit Agreement is hereby amended by amending and restating in their entirety the following definitions:

“Cash Equivalents” shall mean any of the following:

(i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

(ii) Dollar denominated time deposits, certificates of deposit and bankers’ acceptances of (x) any Lender or (y) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not more than nine months from the date of acquisition;

(iii) commercial paper issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company with a short- term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a

long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within 270 days after the date of acquisition;

(iv) fully collateralized repurchase agreements entered into with any Lender or Approved Bank having a term of not more than 30 days and covering securities described in clause (i) above;

(v) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

(vi) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank;

(vii) investments in industrial development revenue bonds and taxable variable rate bonds, which, in each case (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (iii) are supported by a direct pay letter of credit covering principal and accrued interest which is issued by an Approved Bank; and

(viii) investments in pooled funds or investment accounts consisting of investments of the nature described in the foregoing clause (vii).

“Leverage Ratio” shall mean, for any Testing Period, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Total Debt less the excess of (i) all domestic cash and Cash Equivalents calculated as of such date over (ii) $5,000,000 to (b) Consolidated EBITDA; provided, however, that, notwithstanding anything to the contrary contained herein, the Leverage Ratio for any such period shall be computed by giving effect to (i) the inclusion of the appropriate financial items for any Person or business unit that shall have been acquired by the Company or its Subsidiaries for any portion of such period prior to the date of acquisition, and (ii) the exclusion of the appropriate financial items for any Person or business unit that shall have been disposed of by the Company or its Subsidiaries, for the portion of such period prior to the date of disposition.

“Revolving Maturity Date” shall mean April 30, 2008, or such earlier date on which the Total Revolving Commitment is terminated.

“Swing Line Maturity Date” shall mean April 30, 2008, or such earlier date on which the Swing Line Commitment is terminated.

1.3 Amendment to Pricing Grid Table. The Pricing Grid Table appearing at the end of Section 2.7(h)(ii)(E) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

PRICING GRID TABLE

(expressed in basis points)

Leverage Ratio	Applicable Prime Rate Margin	Applicable Eurocurrency Margin	Applicable Commitment Fee Rate
> 3.50 to 1.00	125.00	275.00	50.00
> 3.00 to 1.00 and £ 3.50 to 1.00	100.00	250.00	50.00
> 2.50 to 1.00 and £ 3.00 to 1.00	75.00	225.00	50.00
> 2.00 to 1.00 and £ 2.50 to 1.00	50.00	200.00	37.50
£ 2.00 to 1.00	25.00	175.00	37.50

The parties hereto acknowledge and agree that from the Amendment Effective Date until changed in accordance with Section 2.7(h) of the Credit Agreement, the Applicable Prime Rate Margin shall be 50.00 basis points, the

Applicable Eurocurrency Margin shall be 200.00 basis points and the Applicable Commitment Fee Rate shall be 37.50 basis points.

1.4 Amendment to Section 4.1 - Fees. Section 4.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) Commitment Fees.

(i) The Company agrees to pay to the Administrative Agent fees (“Commitment Fees”) for the account of each Non-Defaulting Lender which has a Revolving Commitment for the period from and including the Effective Date to, but not including, the Revolving Maturity Date or, if earlier, the date upon which the Total Revolving Commitment has been terminated, computed for each day at a rate per annum equal to the Applicable Commitment Fee Rate for such day on the amount of such Lender’s Revolving Facility Percentage of the Unutilized Total Revolving Commitment for such day. Commitment Fees shall be due and payable in arrears on the last Business Day of each March, June, September and December and on the Revolving Maturity Date or, if earlier, the date upon which the Total Revolving Commitment has been terminated.

(ii) As used herein the term “Applicable Commitment Fee Rate” shall mean the particular rate per annum determined by the Administrative Agent in accordance with the Pricing Grid Table which appears in section 2.7(h), based on the Company’s Leverage Ratio and such Pricing Grid Table, and the following provisions:

(1) Initially, from May 1, 2002 until changed hereunder in accordance with the following provisions, the Applicable Commitment Fee Rate will be 50 basis points per annum.

(2) Commencing with the fiscal quarter of the Borrower ended on or nearest to September 30, 2002, and continuing with each fiscal quarter thereafter, the Administrative Agent will determine the Applicable Commitment Fee Rate in accordance with the Pricing Grid Table, based on the Company’s Leverage Ratio for the Testing Period ended on the last day of the fiscal quarter and identified in such Pricing Grid Table. Changes in the Applicable Commitment Fee Rate based upon changes in such ratio shall become effective on the first day of the month following the receipt by the Administrative Agent pursuant to section 8.1(a) or (b) of the financial statements of the Company, accompanied by the certificate and calculations referred to in section 8.1(c), demonstrating the computation of such ratio, based upon the ratio in effect at the end of the applicable period covered (in whole or in part) by such financial statements.

(3) Notwithstanding the above provisions, in no event shall there be any reduction during the period of six months following the Closing Date in the Applicable Commitment Fee Rate.

(4) Notwithstanding the above provisions, during any period when (1) the Borrower has failed to timely deliver its consolidated financial statements referred to in section 8.1(a) or (b), accompanied by the certificate and calculations referred to in section 8.1(c), (2) a Default under section 10.1(a) has occurred and is continuing, or (3) an Event of Default has occurred and is continuing, the Applicable Commitment Fee Rate shall be the highest rate per annum indicated therefor in the Pricing Grid Table, regardless of the Company’s Leverage Ratio at such time, provided that in the case of clause (1) above, the Applicable Commitment Fee Rate shall be determined in accordance with the provisions of this section 4.1(a) upon the delivery of such financial statements and certificates.

(5) Any changes in the Applicable Commitment Fee Rate shall be determined by the Administrative Agent in accordance with the above provisions and the Administrative Agent will promptly provide notice of such determinations to the Company and the Lenders. Any such determination by the Administrative Agent pursuant to this section 4.1(a)(ii) shall be conclusive and binding absent manifest error.

1.5 Amendment to Section 8.10 - Hedge Agreements, etc. Paragraph (a) of Section 8.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) The Company and its Subsidiaries may enter into Hedge Agreements in its reasonable business judgment (including fixed to floating rate interest rate swap agreements), but without exposing the Company or its Subsidiaries to predominantly speculative risks unrelated to the amount of assets, Indebtedness or other liabilities intended to be subject to coverage on a notional basis under all such Hedge Agreements; provided that, in the case of any Hedge Agreement entered into after the Effective Date, (i) the Hedge Agreement is entered into in the ordinary course of business; (ii) the institution providing such protection is a reputable financial institution, and (iii) the Borrower has given the Administrative Agent prior notice of the Hedge Agreement if the Hedge Agreement is material.

1.6 Amendment to Section 9.8 - Interest Coverage Ratio. Section 9.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.8 Interest Coverage Ratio. The Company will not permit its Interest Coverage Ratio for any Testing Period to be less than the ratio specified below:

Testing Period	Ratio
June 30, 2002	1.65 to 1.00
September 30, 2002	1.65 to 1.00
December 31, 2002	1.75 to 1.00
March 31, 2003	1.75 to 1.00
June 30, 2003	2.00 to 1.00
September 30, 2003	2.00 to 1.00
December 31, 2003	2.25 to 1.00
March 31, 2004	2.25 to 1.00
June 30, 2004	2.50 to 1.00
September 30, 2004 through and including December 31, 2005	2.75 to 1.00
Thereafter	3.00 to 1.00

1.7 Amendment to Section 9.10 - Minimum Consolidated EBITDA. Section 9.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

10.10 [Reserved.]

1.8 Amendment to Section 9.14 - Prepayments and Refinancing of Other Debt, etc. Section 9.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.14 Prepayments and Refinancings of Other Debt, etc. The Company will not, and will not permit any of its Subsidiaries to, make (or give any notice in respect thereof) any voluntary or optional prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) or exchange of, or refinance or refund, any Indebtedness of the Company or its Subsidiaries which has an outstanding principal balance (or Capitalized Lease Obligation, in the case of a Capital Lease) greater than $3,000,000

(other than the Obligations and intercompany loans and advances among the Company and its Subsidiaries); provided that (i) the Company or any Subsidiary may prepay any such Indebtedness which is Existing Indebtedness in connection with a refinancing thereof effected in accordance with section 9.4(c), (ii) any Foreign Subsidiary may prepay any such Indebtedness owed by it to banks or other financial institutions in connection with a refinancing thereof effected with other banks or financial institutions in accordance with section 9.4(d) and (iii) the Company may repay, prepay, redeem or acquire for value any of its Public Notes, provided that before and after giving effect thereto (x) the Company shall be in compliance with the financial covenants set forth in Sections 9.7, 9.8 and 9.9 of this Agreement, (y) no Default or Event of Default shall have occurred and be continuing and (z) the Company shall have at least $50,000,000 of availability under the Revolving Facility.

Section 2 Representations and Warranties.

The Company represents and warrants as follows:

2.1 Authorization and Validity of Amendment. This Amendment has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by a duly authorized officer of the Company, and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

2.2 Representations and Warranties. The representations and warranties of the Credit Parties contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects on and as of the Amendment Effective Date, as though made on and as of the Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties are hereby reaffirmed as true and correct in all material respects as of the date when made.

2.3 No Event of Default. Upon giving effect to this Amendment, no Default or Event of Default exists or hereafter will begin to exist.

2.4 Compliance. Each Credit Party is in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party.

2.5 No Claims. No Credit Party is aware of any claim or offset against, or defense or counterclaim to, any of its obligations or liabilities under the Credit Agreement or any other Credit Document.

Section 3 Ratifications.

Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

Section 4 Binding Effect.

This Amendment shall become effective on the date first set forth above (the “Amendment Effective Date”), subject to the satisfaction of the following conditions:

(a) the Company, each other Borrower (if any), the Administrative Agent and each of the Lenders shall have delivered an executed counterpart of this Amendment to the Administrative Agent;

(b) the Company shall have caused each Subsidiary Guarantor to consent and agree to and acknowledge the terms of this Amendment;

(c) the Company shall have paid all reasonable legal fees and expenses of the Administrative Agent in connection with this Amendment and the documents executed in connection therewith; and

(d) the Company shall have paid to the Administrative Agent for the benefit of itself and the Lenders an amendment fee of 12.5 basis points on the Total Revolving Commitment.

(e) the Company shall have provided such other items and shall have satisfied such other conditions as may be reasonably required by the Administrative Agent and the Lenders.

Section 5 Miscellaneous.

5.1 Survival of Representations and Warranties. All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or any Lender or any subsequent Loan or other Credit Event shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them.

5.2 Reference to Credit Agreement. The Credit Agreement and any and all other agreements, instruments or documentation now or hereafter executed and delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.

5.3 Acknowledgement. The parties hereto agree and acknowledge that there are no Term Loans outstanding as of the date hereof and that the Total Term Commitment has expired.

5.4 Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

5.5 Applicable Law. This Amendment shall be governed by and construed in accordance with the internal substantive laws of the State of Ohio without regard to conflicts of law provisions.

5.6 Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

5.7 Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments, agreements and documentation executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Credit Agreement. Except as set forth herein, the Credit Agreement shall remain in full force and effect and be unaffected hereby.

5.8 Waiver of Claims. The Company, by signing below, hereby waives and releases Administrative Agent and each of the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which the Company is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

5.9 Counterparts. This Amendment may be executed by the parties hereto separately in one or more counterparts and by facsimile signature, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank.]

5.10 JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

STONERIDGE, INC.
By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby
Title:	Vice President and Chief Financial Officer
NATIONAL CITY BANK, as a Lender and the Administrative Agent
By:	/s/ Patrick M. Pastore
Name:	Patrick M. Pastore
Title:	Senior Vice President

[ADDITIONAL SIGNATURE PAGES FOLLOW]

Signature Page to Amendment No. 2

U.S. BANK, NATIONAL ASSOCIATION
By:	/s/ Christine C. Gencer
Name:	Christine C. Gencer
Title:	Vice President

U.S. Bank, National Association

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

Signature Page to Amendment No. 2

FIFTH THIRD BANK
By:	/s/ Thomas P. Murray
Name:	Thomas P. Murray
Title:	Vice President

Fifth Third Bank

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

Signature Page to Amendment No. 2

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Mary Kay Coyle
Name:	Mary Kay Coyle
Title:	Managing Director

Deutsche Bank Trust Company Americas

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

Signature Page to Amendment No. 2

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Joseph G. Moran
Name:	Joseph G. Moran
Title:	Managing Director

PNC Bank, N.A.

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

Signature Page to Amendment No. 2

Signature Page to Amendment No. 2

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ George Neamonitis
Name:	George Neamonitis
Title:	Managing Director

PNC Bank, N.A.

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

Signature Page to Amendment No. 2

COMERICA BANK
By:	/s/ Chris Stergiadis
Name:	Chris Stergiadis
Title:	Assistant Vice President

Comerica Bank

Signature Page to Amendment No. 2 to

the Credit Agreement dated as of May 1, 2002,

by and among

Stoneridge, Inc.,

the Foreign Subsidiary Borrowers,

the Lenders party thereto,

and National City Bank, as the Administrative Agent

GUARANTOR ACKNOWLEDGMENT

Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing Amendment No. 2 to the Credit Agreement. Each of the undersigned specifically agrees to the waivers set forth in such agreement, including, but not limited to, the jury trial waiver. Each of the undersigned further agrees that the obligations of the each of the undersigned pursuant to the Subsidiary Guaranty executed by each of the undersigned shall remain in full force and effect and be unaffected hereby.

Each of the undersigned hereby waives and releases the Administrative Agent and the Lenders and the respective directors, officers, employees, attorneys, affiliates and subsidiaries of the Administrative Agent and the Lenders from any and all claims, offsets, defenses and counterclaims of which the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

STONERIDGE CONTROL DEVICES, INC.		STONERIDGE ELECTRONICS, INC.
By:	/s/ Kevin P. Bagby	By:	/s/ Kevin P. Bagby
Name:	Kevin P. Bagby	Name:	Kevin P. Bagby
Title:	Vice President and Chief Financial Officer	Title:	Vice President and Chief Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES–OXLEY ACT OF 2002

I, Gerald V. Pisani, President and Chief Executive Officer, of Stoneridge, Inc. (the “Company”), certify that:

(1) I have reviewed this quarterly report on Form 10-Q of the Company;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/S/ Gerald V. Pisani

Gerald V. Pisani, President and Chief Executive Officer

November 9, 2004

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES–OXLEY ACT OF 2002

I, Joseph M. Mallak, Vice President and Chief Financial Officer, of Stoneridge, Inc. (the “Company”), certify that:

(1) I have reviewed this quarterly report on Form 10-Q of the Company;

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

(3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

(4) The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and

(c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5) The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/S/ Joseph M. Mallak

Joseph M. Mallak, Vice President and Chief Financial Officer

November 9, 2004

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald V. Pisani, President and Chief Executive Officer, of Stoneridge, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (“the Report”) which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Gerald V. Pisani

Gerald V. Pisani, President and Chief Executive Officer

November 9, 2004

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Mallak, Vice President and Chief Financial Officer, of Stoneridge, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2004 (“the Report”) which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Joseph M. Mallak

Joseph M. Mallak, Vice President and Chief Financial Officer

November 9, 2004

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.