UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2006

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                 

Commission file number: 001-13337

STONERIDGE, INC.

 

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. þ Yes o No

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer o      Accelerated filer þ      Non-accelerated filer o 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No

     The number of Common Shares, without par value, outstanding as of October 23, 2006 was 23,768,433.

 

 

STONERIDGE, INC. AND SUBSIDIARIES

INDEX

				Page No.
PART I—FINANCIAL INFORMATION
Item 1.		Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2006 (Unaudited) and December 31, 2005			2
		Condensed Consolidated Statements of Operations (Unaudited) For the 13 and 39 Weeks Ended September 30, 2006 and October 1, 2005			3
		Condensed Consolidated Statements of Cash Flows (Unaudited) For the 39 Weeks Ended September 30, 2006 and October 1, 2005			4
		Notes to Condensed Consolidated Financial Statements (Unaudited)			5
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			31
Item 4.		Controls and Procedures			32
PART II—OTHER INFORMATION
Item 1.		Legal Proceedings			33
Item 1A.		Risk Factors			33
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3.		Defaults Upon Senior Securities			33
Item 4.		Submission of Matters to a Vote of Security Holders			33
Item 5.		Other Information			33
Item 6.		Exhibits			33
Signatures					34
Index to Exhibits					35
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

STONERIDGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		September 30,				December 31,
		2006				2005
		(Unaudited)				(Audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	46,730			$	40,784
Accounts receivable, less allowances for doubtful accounts of $4,841 and $4,562, respectively			121,938				100,362
Inventories, net			58,237				53,791
Prepaid expenses and other			14,701				14,490
Deferred income taxes			9,575				9,253
Total current assets			251,181				218,680
Long-Term Assets:
Property, Plant and Equipment, net			114,458				113,478
Other Assets:
Goodwill			65,176				65,176
Investments and other, net			31,500				26,491
Deferred income taxes			36,899				39,213
Total long-term assets			248,033				244,358
Total Assets		$	499,214			$	463,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt		$	—			$	44
Accounts payable			69,020				55,344
Accrued expenses and other			51,919				46,603
Total current liabilities			120,939				101,991
Long-Term Liabilities:
Long-term debt, net of current portion			200,000				200,000
Deferred income taxes			1,411				923
Other liabilities			5,074				6,133
Total long-term liabilities			206,485				207,056
Shareholders’ Equity:
Preferred Shares, without par value, 5,000 authorized, none issued			—				—
Common Shares, without par value, authorized 60,000 shares, issued 23,940 and 23,232 shares and outstanding 23,758 and 23,178 shares, respectively, with no stated value			—				—
Additional paid-in capital			148,876				147,440
Common Shares held in treasury, 182 and 54 shares, respectively, at cost			(150	)			(65	)
Retained earnings			20,271				7,188
Accumulated other comprehensive income (loss)			2,793				(572	)
Total shareholders’ equity			171,790				153,991
Total Liabilities and Shareholders’ Equity		$	499,214			$	463,038

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

STONERIDGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Net Sales		$	172,351			$	158,715			$	537,484			$	519,849
Costs and Expenses:
Cost of goods sold			134,173				127,154				414,619				401,238
Selling, general and administrative			28,956				28,357				91,346				88,943
Provision for doubtful accounts			38				2,671				544				3,604
Loss (gain) on sale of property, plant and equipment			15				(5	)			(1,454	)			(344	)
Restructuring charges, net			80				823				154				4,963
Operating Income (Loss)			9,089				(285	)			32,275				21,445
Interest expense, net			5,710				5,936				17,462				17,973
Equity in earnings of investees			(1,838	)			(1,397	)			(4,804	)			(3,203	)
Other (income) expense, net			(55	)			(108	)			1,697				(900	)
Income (Loss) Before Income Taxes			5,272				(4,716	)			17,920				7,575
Provision (benefit) for income taxes			866				(1,424	)			4,857				3,683
Net Income (Loss)		$	4,406			$	(3,292	)		$	13,063			$	3,892
Basic net income (loss) per share		$	0.19			$	(0.14	)		$	0.57			$	0.17
Basic weighted average shares outstanding			22,880				22,726				22,833				22,701
Diluted net income (loss) per share		$	0.19			$	(0.14	)		$	0.56			$	0.17
Diluted weighted average shares outstanding			23,396				22,726				23,250				22,940

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

STONERIDGE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

		Thirty-Nine Weeks Ended
		September 30,				October 1,
		2006				2005
OPERATING ACTIVITIES:
Net income		$	13,063			$	3,892
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation			19,124				19,749
Amortization			1,238				1,141
Deferred income taxes			2,726				551
Earnings of equity method investees, less dividends received			(4,841	)			(3,256	)
Gain on sale of property, plant and equipment			(1,454	)			(344	)
Share-based compensation expense			1,380				1,320
Postretirement benefit settlement gain			(1,242	)			—
Changes in operating assets and liabilities —
Accounts receivable, net			(19,499	)			(13,985	)
Inventories, net			(3,094	)			1,003
Prepaid expenses and other			189				(4,659	)
Other assets			1,149				456
Accounts payable			12,020				4,845
Accrued expenses and other			1,851				4,808
Net cash provided by operating activities			22,610				15,521
INVESTING ACTIVITIES:
Capital expenditures			(19,794	)			(20,934	)
Proceeds from sale of property, plant and equipment			2,266				1,664
Business acquisitions and other			(668	)			(282	)
Net cash used by investing activities			(18,196	)			(19,552	)
FINANCING ACTIVITIES:
Repayments of long-term debt			(44	)			(96	)
Share-based compensation activity, net			47				3
Other financing costs			(150	)			(75	)
Net cash used by financing activities			(147	)			(168	)
Effect of exchange rate changes on cash and cash equivalents			1,679				(2,207	)
Net change in cash and cash equivalents			5,946				(6,406	)
Cash and cash equivalents at beginning of period			40,784				52,332
Cash and cash equivalents at end of period		$	46,730			$	45,926

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

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

(1) Basis of Presentation

     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 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 U.S. 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 Form 10-K for the fiscal year ended December 31, 2005.

     The results of operations for the 13 and 39 weeks ended September 30, 2006 are not necessarily indicative of the results to be expected for the full year.

     Beginning in 2005, the Company changed from a calendar year end to a 52-53 week fiscal year end. The Company’s fiscal quarters are now comprised of 13-week periods and once every 7 years, starting in 2008, the fourth quarter will be 14 weeks in length. The third 13-week period of 2006 and 2005 ended on September 30 and October 1, respectively.

     The Company has reclassified the presentation of certain prior-period information to conform to the current presentation.

(2) Inventories

     Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (“LIFO”) method for approximately 68% and 72% of the Company’s inventories at September 30, 2006 and December 31, 2005, 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,				December 31,
		2006				2005
Raw materials		$	34,976			$	34,026
Work in progress			10,110				8,644
Finished goods			14,657				12,400
Total inventories			59,743				55,070
Less: LIFO reserve			(1,506	)			(1,279	)
Inventories, net		$	58,237			$	53,791

(3) Fair Value of Financial Instruments

     Financial Instruments

     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, 2006 and October 1, 2005, per quoted market sources, was $192.0 million and $211.3 million, respectively. On both dates, the carrying value was $200.0 million.

     Derivative Instruments and Hedging Activities

     The Company uses derivative financial instruments, including foreign currency forward and option contracts, to mitigate its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on intercompany transactions denominated in a foreign currency and other known foreign currency exposures. The principal currencies hedged by

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

the Company include the Swedish krona, British pound and Mexican peso. The foreign currency forward contracts are marked to market, with gains and losses recognized in the Company’s condensed consolidated statement of operations as a component of other income. The option contracts are marked to market, with gains and losses recognized in the Company’s consolidated statement of operations as a component of operating income. The Company’s foreign currency forward and option contracts substantially offset gains and losses on the underlying foreign denominated transactions. The Company does not enter into financial instruments for speculative or profit motivated purposes. Management believes that the use of these instruments to reduce risk is in the Company’s best interest.

     The Company’s foreign currency forward contracts had a notional value of approximately $15,044 and $19,826 at September 30, 2006 and October 1, 2005, respectively. The purpose of these investments is to reduce exposure related to the Company’s Swedish krona and British pound denominated receivables. The estimated fair value of these contracts at September 30, 2006 and October 1, 2005, per quoted market sources, was approximately $(311) and $134, respectively. The Company’s foreign currency option contracts had a notional value of $56 and $133 at September 30, 2006 and October 1, 2005, respectively. The purpose of these investments is to reduce the risk associated with the Company’s other known foreign currency exposures related to the Mexican peso. The estimated fair value of these contracts at September 30, 2006 and October 1, 2005, per quoted market sources, was approximately $12 and $216, respectively.

(4) Share-Based Compensation

     At September 30, 2006, the Company had three types of share-based compensation plans; (1) Long-Term Incentive Plan (the “Incentive Plan”), (2) Directors’ Share Option Plan (the “Director Option Plan”) and (3) the Directors’ Restricted Shares Plan. One plan is for employees and two plans are for non-employee directors. The Incentive Plan is made up of the Long-Term Incentive Plan that was approved by the Company’s shareholders on September 30, 1997 (the “1997 Plan”) and expires on June 30, 2007 and the Amended and Restated Long-Term Incentive Plan (the “2006 Plan”) that was approved by the Company’s shareholders on April 24, 2006 and expires on April 24, 2016. Prior to the second quarter of 2005, the Company accounted for its plans under the fair value recognition provisions of Statement of Financial Accounting Standard (“SFAS”) 123, “Accounting for Stock-Based Compensation,” adopted prospectively for 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.”

     Effective at the beginning of the second quarter of 2005, the Company adopted SFAS 123(R), “Share-Based Payment,” using the modified-prospective-transition method. Because the Company had previously adopted the fair value recognition provisions required by SFAS 123, and all unvested awards at the time of adoption were being recognized under a fair value approach, the adoption of SFAS 123(R) did not have a significant impact on the Company’s operating income, income before income taxes, net income, cash flow from operating activities, cash flow from financing activities, or basic and diluted net income per share for the 13 and 39 weeks ended September 30, 2006.

     Total compensation expense recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $454 and $578 for the 13 weeks ended September 30, 2006 and October 1, 2005, respectively. For the 39-week period ended September 30, 2006 and October 1, 2005, total compensation expense recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $1,380 and $1,320, respectively. The total income tax benefit recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $159 and $202 for the 13 weeks ended September 30, 2006 and October 1, 2005, respectively. There was no share-based compensation cost capitalized as inventory or fixed assets for either period.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

     A summary of the option activity under the plans noted on the previous page as of September 30, 2006, and changes during the 39 week-period then ended is presented below:

										Weighted-Average
						Weighted-Average				Remaining
		Share Options				Exercise Price				Contractual Term
Outstanding at December 31, 2005			757,850			$	11.30
Exercised			(14,000	)			5.53
Expired			(57,500	)			11.49
Outstanding and Exercisable at September 30, 2006			686,350			$	11.41				4.55

     There were no options granted during the 13 or 39-week periods ended September 30, 2006 and October 1, 2005. As of September 30, 2006, the aggregate intrinsic value of both outstanding and exercisable options was $151.

     The fair value of the non-vested time-based restricted Common Share awards was calculated using the market value of the shares on the date of issuance. The weighted-average grant-date fair value of shares granted was $8.41 and $10.09 for the 13-week periods ended September 30, 2006 and October 1, 2005, respectively. The weighted-average grant-date fair value of shares granted was $7.79 and $10.23 for the 39-week periods was ended September 30, 2006 and October 1, 2005, respectively.

     The fair value of the non-vested performance-based restricted Common Share awards, requiring the Company to obtain certain net income per share targets, was calculated using the market value of the shares on the date of issuance. The fair value of the non-vested performance-based restricted Common Share awards with a market condition, which measures the Company’s performance against a peer group’s performance in terms of total return to shareholders, was calculated using valuation techniques incorporating the Company’s historical total return to shareholders in comparison to its peers to determine the expected outcomes related to these awards.

     A summary of the status of the Company’s non-vested restricted Common Shares as of September 30, 2006, and the changes during the 39 weeks ended, is presented below:

		Time-Based Awards								Performance-Based Awards
						Weighted-Average								Weighted-Average
						Grant-Date Fair								Grant-Date Fair
Non-vested Restricted Common Shares		Shares				Value				Shares				Value
Non-vested at December 31, 2005			207,251			$	11.47				237,000			$	8.24
Granted			431,650				7.79				262,725				8.39
Vested			(155,679	)			10.37				—				—
Forfeited			(12,793	)			11.06				(100,800	)			8.24
Non-vested at September 30, 2006			470,429			$	8.47				398,925			$	8.34

     As of September 30, 2006, total unrecognized compensation cost related to non-vested time-based restricted Common Share awards granted was $2,665. That cost is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of shares vested based on service conditions during the 13 and 39 weeks ended September 30, 2006 was $111 and $1,062, respectively. For the 13 and 39 weeks ended October 1, 2005, the total fair value of time-based restricted Common Share awards vested was $326 and $442, respectively.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

     As of September 30, 2006, total unrecognized compensation cost related to non-vested performance-based restricted Common Share awards granted was $1,106. That cost is expected to be recognized over a weighted-average period of 1.6 years. No performance-based restricted Common Share awards have vested as of September 30, 2006.

     Net cash received from option exercises under all share-based arrangements for the 39 weeks ended September 30, 2006 and October 1, 2005 was $47 and $3, respectively.

(5) Comprehensive Income (Loss)

     SFAS 130, “Reporting Comprehensive Income,” establishes standards for the reporting and disclosure of comprehensive income. Other comprehensive income includes foreign currency translation, the effective portion of gains and losses on certain hedging activities, minimum pension liability adjustments, and unrealized gains and losses on available-for-sale marketable securities.

     The components of comprehensive income (loss), net of tax were as follows:

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Net income (loss)		$	4,406			$	(3,292	)		$	13,063			$	3,892
Other comprehensive income (loss):
Foreign currency translation adjustments			249				516				3,608				(3,213	)
Minimum pension liability adjustments			(41	)			42				(275	)			267
Unrealized gain on marketable securities			10				16				32				32
Total other comprehensive income (loss)			218				574				3,365				(2,914	)
Comprehensive income (loss)		$	4,624			$	(2,718	)		$	16,428			$	978

     Accumulated other comprehensive income (loss) is comprised of the following:

		September 30,				December 31,
		2006				2005
Foreign currency translation adjustments		$	6,163			$	2,555
Minimum pension liability adjustments			(3,367	)			(3,092	)
Unrealized loss on marketable securities			(3	)			(35	)
Accumulated other comprehensive income (loss)		$	2,793			$	(572	)

(6) Long-Term Debt

     Senior Notes

     On May 1, 2002, the Company issued $200.0 million aggregate principal amount of senior notes. The $200.0 million senior notes bear interest at an annual rate of 11.50% and mature on May 1, 2012. The senior notes are redeemable in May 2007 at 105.75. Interest is payable on May 1 and November 1 of each year. On July 1, 2002, the Company completed an exchange offer of the senior notes for substantially identical notes registered under the Securities Act of 1933.

     Credit Agreement

     On March 7, 2006, the Company amended the existing credit agreement, which provided the Company with substantially all of its borrowing capacity on the $100.0 million credit facility. The credit agreement contains various covenants that require, among other things, the maintenance of certain specified ratios of consolidated total debt to consolidated earnings before interest,

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

taxes, depreciation and amortization (“EBITDA”) and interest coverage. Restrictions also include limits on capital expenditures, operating leases and dividends. The amendment utilizes a borrowing base composed of accounts receivable and inventory. The borrowing base limitation expires June 30, 2007. In addition, the Company is prohibited from repurchasing, repaying or redeeming subordinated notes until certain covenant levels are met. As of September 30, 2006, $96.7 million of the $100.0 million credit facility was available to the Company. 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 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.

(7) Net Income (Loss) Per Share

     Basic net income (loss) per share was computed by dividing net income (loss) by the weighted-average number of Common Shares outstanding for each respective period. Diluted net income (loss) 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:

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Basic weighted average shares outstanding			22,880,325				22,725,702				22,833,392				22,701,156
Effect of dilutive securities			515,368				—				416,626				238,875
Diluted weighted-average shares outstanding			23,395,693				22,725,702				23,250,018				22,940,031

     Options not included in the computation of diluted net income (loss) per share to purchase 470,250 and 483,250 Common Shares at an average price of $13.46 and $13.94 per share were outstanding during the 13-week periods ended September 30, 2006 and October 1, 2005, respectively. Options not included in the computation of diluted net income (loss) per share to purchase 610,850 and 483,250 Common Shares at an average price of $12.18 and $13.94 per share were outstanding during the 39-week periods ended September 30, 2006 and October 1, 2005, respectively. These outstanding options were not included in the computation of diluted net income (loss) 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.

(8) Restructuring

     In January 2005, the Company announced restructuring initiatives related to the rationalization of certain manufacturing facilities in Europe and North America. This rationalization is part of the Company’s cost reduction initiatives. In connection with these initiatives, the Company recorded restructuring charges of $80 and $154 for the 13 and 39 weeks ended September 30, 2006. Restructuring charges included in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 1, 2005 were $823 and $4,963, respectively. Accrued severance costs of $370 related to the Vehicle Management and Power Distribution segment were reversed during the 13 weeks ended July 1, 2006, resulting from continued production at a plant that was previously scheduled to close. The reversal of the accrual to income represents a non-cash inflow. Also included in the condensed consolidated statements of operations was a gain on the sale of property, plant and equipment related to our restructuring initiatives of $336 for 39 weeks ended October 1, 2005. This gain is netted within the activity listed in the table on the next page.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

     The restructuring charges related to the Vehicle Management & Power Distribution reportable segment included the following:

						Asset-Related
		Severance Costs				Charges				Total
Total expected restructuring charges		$	763			$	127			$	890
Balance at December 31, 2004		$	—			$	—			$	—
First quarter charge to expense			88				127				215
Second quarter charge to expense			9				—				9
Third quarter charge to expense			356				—				356
Fourth quarter charge to expense			70				—				70
Cash payments			(111	)			—				(111	)
Non-cash utilization			—				(127	)			(127	)
Balance at December 31, 2005		$	412			$	—			$	412
First quarter charge to expense			176				—				176
Second quarter charge to expense			(370	)			—				(370	)
Third quarter charge to expense			127				—				127
Cash payments			(217	)			—				(217	)
Non-cash utilization			—				—				—
Balance at September 30, 2006		$	128			$	—			$	128
Remaining expected restructuring charge		$	307			$	—			$	307

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

     The restructuring charges related to the Control Devices reportable segment included the following:

						Asset-Related				Facility Closure
		Severance Costs				Charges				Costs				Other Exit Costs				Total
Total expected restructuring charges		$	3,713			$	983			$	1,219			$	653			$	6,568
Balance at March 31, 2004		$	—			$	—			$	—			$	—			$	—
Second quarter charge to expense			—				205				—				—				205
Third quarter charge to expense			—				202				—				118				320
Fourth quarter charge to expense			1,068				207				—				287				1,562
Cash payments			(590	)			—				—				(405	)			(995	)
Non-cash utilization			—				(614	)			—				—				(614	)
Balance at December 31, 2004		$	478			$	—			$	—			$	—			$	478
First quarter charge to expense			1,698				206				—				7				1,911
Second quarter charge to expense			586				163				746				174				1,669
Third quarter charge to expense			214				—				218				35				467
Fourth quarter charge to expense			(57	)			—				140				(18	)			65
Cash payments			(2,722	)			—				(140	)			(198	)			(3,060	)
Non-cash utilization			—				(369	)			—				—				(369	)
Balance at December 31, 2005		$	197			$	—			$	964			$	—			$	1,161
First quarter charge to expense			—				—				—				48				48
Second quarter charge to expense			204				—				14				2				220
Third quarter charge to expense			(48	)			—				1				—				(47	)
Cash payments			(353	)			—				(717	)			(50	)			(1,120	)
Non-cash utilization			—				—				—				—				—
Balance at September 30, 2006		$	—			$	—			$	262			$	—			$	262
Remaining expected restructuring charge		$	48			$	—			$	100			$	—			$	148

     All restructuring charges, except for the asset-related charges, result in cash outflows. Asset-related charges primarily relate to accelerated depreciation and the write-down of property, plant and equipment, resulting from the closure or streamlining of certain facilities. Severance costs relate to a reduction in workforce. Facility closure costs primarily relate to asset relocation and lease termination costs. Other exit costs include miscellaneous expenditures associated with exiting business activities. The Company expects that these restructuring efforts will be substantially completed during the second quarter of 2007.

(9) Commitments and Contingencies

     In the ordinary course of business, the Company is involved in various legal proceedings and 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.

     Customer Bankruptcy

     On March 3, 2006, the Company was notified that one of its customers had filed for Chapter 11 bankruptcy protection. As a result, the Company established a reserve for estimated losses of approximately $343 that are expected to result from the

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

bankruptcy. The charges were recorded in the Company’s condensed consolidated statement of operations as a component of provision for doubtful accounts expense. The charge was recorded during the 13-week period ended April 1, 2006.

     Product Warranty and Recall

     Amounts accrued for product warranty and recall claims are established based on the Company’s best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers.

     The following provides a reconciliation of changes in product warranty and recall liability for the 39 weeks ended September 30, 2006 and October 1, 2005:

		2006				2005
Product warranty and recall at beginning of period		$	6,220			$	6,644
Accruals for products shipped during period			3,185				2,034
Changes in estimates of existing liabilities			525				207
Settlements made during the period (in cash or in kind)			(3,167	)			(2,864	)
Product warranty and recall at end of period		$	6,763			$	6,021

(10) Employee Benefit Plans

     The Company has a single defined benefit pension plan that covers certain employees in the United Kingdom and a postretirement benefit plan that covers certain employees in the U.S. The components of net periodic benefit cost under the defined benefit pension plan are as follows:

		Pension Benefit Plan
		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Service cost		$	34			$	18			$	98			$	55
Interest cost			308				240				893				746
Expected return on plan assets			(331	)			(248	)			(959	)			(773	)
Amortization of actuarial loss			79				71				228				221
Net periodic benefit cost		$	90			$	81			$	260			$	249

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

     In September 2006, the Board of Directors approved a plan to discontinue life insurance benefits of all active and retired employees under the Company’s postretirement benefit plan effective September 30, 2006. The discontinuance of these benefits was accounted for as a plan settlement, resulting in a one-time gain of approximately $1,242. The components of net periodic benefit cost under the postretirement benefit plan are as follows:

		Postretirement Benefit Plan
		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Service cost		$	12			$	25			$	40			$	71
Interest cost			17				26				58				70
Settlement gain			(1,242	)			—				(1,242	)			—
Net periodic postretirement (benefit) cost		$	(1,213	)		$	51			$	(1,144	)		$	141

     As a result of the plan settlement, the Company remeasured the remaining obligation for its postretirement benefit plan, which consists of medical benefits for a small group of retirees. For the remainder of the fiscal year, net periodic benefit cost related to this plan will reflect the revised assumptions. The revised actuarial assumptions included a change in the discount rate for the postretirement benefit obligation from 5.50% to 5.90%. The Company’s policy is to model its discount rate using certain market indicators.

     The Company previously disclosed in its financial statements for the year ended December 31, 2005, that it expected to contribute $273 to its pension plan in 2006. Of this amount, as of September 30, 2006, contributions of $174 have been made to the pension plan.

(11) Income Taxes

     The Company recognized a provision (benefit) for income taxes of $866, or 16.4% of pre-tax income, and $(1,424), or (30.2%) of pre-tax income, for federal, state and foreign income taxes for the 13 weeks ended September 30, 2006 and October 1, 2005, respectively. The Company recognized a provision for income taxes of $4,857, or 27.1% of pre-tax income, and $3,683, or 48.6% of pre-tax income, for federal, state and foreign income taxes for the 39 weeks ended September 30, 2006 and October 1, 2005, respectively. The increase in the effective tax rate for the 13 weeks ended September 30, 2006 compared to the 13 weeks ended October 1, 2005 was attributable to the improved profitability of the Company. The decrease in the effective tax rate for the 39 week period ended September 30, 2006 compared to the 39 week period ended October 1, 2005 was primarily attributable to the improved performance of the United Kingdom operations thus reducing the impact on the effective tax rate of the current year valuation allowance provided. Additionally, the effective tax rate was favorably impacted by a reduction in accrued income taxes due to the expiration of certain statutes of limitation.

(12) Accounting Pronouncements

     In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company is assessing FIN 48 and has not yet determined the impact that the adoption of FIN 48 will have on its result of operations or financial position.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early adoption permitted. We

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

have not yet determined the impact, if any, that the implementation of SFAS 157 will have on our results of operations or financial condition.

     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS 158 requires an employer to recognize a plan’s funded status in its statement of financial position, measure a plan’s assets and obligations as of the end of the employer’s fiscal year and recognize the changes in a defined benefit postretirement plan’s funded status in comprehensive income in the year in which the changes occur. SFAS 158’s requirement to recognize the funded status of a benefit plan and new disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006 (the current fiscal year-end for the Corporation). The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Company is currently assessing the impact SFAS 158 will have on its consolidated financial statements.

(13) Segment Reporting

     SFAS 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes 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 Company’s management in deciding how to allocate resources and in assessing performance.

     The Company has two reportable segments: Vehicle Management & Power Distribution and Control Devices. These reportable segments were determined based on the differences in the nature of the products offered. The Vehicle Management & Power Distribution reportable 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 reportable segment produces electronic and electromechanical switches and control actuation devices and sensors.

     The accounting policies of the Company’s reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Company’s December 31, 2005 Form 10-K. The Company’s management evaluates the performance of its reportable segments based primarily on revenues from external customers, capital expenditures and income before income taxes. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

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

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Net Sales
Vehicle Management & Power Distribution		$	103,105			$	82,462			$	309,012			$	281,169
Inter-segment sales			4,132				3,523				13,135				12,049
Vehicle Management & Power Distribution net sales			107,237				85,985				322,147				293,218
Control Devices			69,246				76,253				228,472				238,680
Inter-segment sales			909				796				3,020				2,312
Control Devices net sales			70,155				77,049				231,492				240,992
Eliminations			(5,041	)			(4,319	)			(16,155	)			(14,361	)
Total consolidated net sales		$	172,351			$	158,715			$	537,484			$	519,849
Income Before Income Taxes
Vehicle Management & Power Distribution		$	8,204			$	(1,239	)		$	23,248			$	15,274
Control Devices			38				(324	)			8,944				2,570
Other corporate activities			2,716				2,518				2,913				7,126
Corporate interest expense			(5,686	)			(5,671	)			(17,185	)			(17,395	)
Total consolidated income before income taxes		$	5,272			$	(4,716	)		$	17,920			$	7,575
Depreciation and Amortization
Vehicle Management & Power Distribution		$	1,952			$	1,844			$	5,719			$	6,024
Control Devices			4,475				4,369				13,264				13,639
Corporate activities			157				98				345				292
Total consolidated depreciation and amortization(A)		$	6,584			$	6,311			$	19,328			$	19,955
Interest Expense (Income)
Vehicle Management & Power Distribution		$	(18	)		$	49			$	(255	)		$	117
Control Devices			42				215				532				461
Corporate activities			5,686				5,672				17,185				17,395
Total consolidated interest expense, net		$	5,710			$	5,936			$	17,462			$	17,973
Capital Expenditures
Vehicle Management & Power Distribution		$	3,431			$	2,084			$	8,465			$	7,609
Control Devices			2,903				6,466				10,970				13,207
Corporate activities			310				19				359				118
Total consolidated capital expenditures		$	6,644			$	8,569			$	19,794			$	20,934

		September 30,				December 31,
		2006				2005
Total Assets
Vehicle Management & Power Distribution		$	188,014			$	158,203
Control Devices			224,303				222,747
Corporate(B)			251,601				248,739
Eliminations			(164,704	)			(166,651	)
Total consolidated assets		$	499,214			$	463,038

(A)		These amounts represent depreciation and amortization on fixed and certain intangible assets.
(B)		Assets located at Corporate consist primarily of cash, deferred taxes and equity investments.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

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

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		September 30,				October 1,				September 30,				October 1,
		2006				2005				2006				2005
Net Sales
North America		$	130,941			$	128,577			$	415,356			$	411,168
Europe and other			41,410				30,138				122,128				108,681
Total consolidated net sales		$	172,351			$	158,715			$	537,484			$	519,849

		September 30,				December 31,
		2006				2005
Non-Current Assets
North America		$	218,057			$	216,563
Europe and other			29,976				27,795
Total non-current assets		$	248,033			$	244,358

(14) Investments

     PST Indústria Eletrônica da Amazônia Ltda.

     The Company has a 50% interest in PST Indústria Eletrônica da Amazônia Ltda. (“PST”), a Brazilian electronic components business that specializes in electronic vehicle security devices. The investment is accounted for under the equity method of accounting. The Company’s investment in PST was $11,673 and $17,818 at September 30, 2006 and December 31, 2005, respectively. The Company has a receivable from PST of $1,148 as of September 30, 2006 and December 31, 2005, respectively. PST operates on a calendar year.

     Condensed financial information for PST is as follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
Revenues		$	24,598			$	19,016			$	66,612			$	50,132
Cost of sales		$	12,095			$	10,083			$	33,433			$	27,384
Total pretax income		$	4,381			$	3,327			$	12,206			$	7,558
The Company’s share of pretax income		$	2,191			$	1,664			$	6,103			$	3,779

     Equity in earnings of PST included in the condensed consolidated statements of operations was $1,750 and $1,373 for the 13 weeks ended September 30, 2006 and October 1, 2005, respectively. For the 39 weeks ended September 30, 2006 and October 1, 2005, equity in earnings of PST included in the condensed consolidated statements of operations was $4,576 and $3,138, respectively.

     Minda Instruments Ltd.

     The Company has a 30% interest in Minda Instruments Ltd. (“Minda”), a company based in India that manufactures electronic instrumentation equipment for the transportation market. In February 2006, the Company increased its investment in Minda from 20% to 30% by purchasing an additional 10% of Minda’s equity for $980. The investment is accounted for under the equity method of accounting. The Company’s investment in Minda was $1,973 and $828 at September 30, 2006 and December 31, 2005, respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $88 and $24, for the 13 weeks ended September 30, 2006 and October 1, 2005, respectively. For the 39 weeks ended September 30, 2006 and October 1, 2005, equity in earnings of Minda included in the condensed consolidated statements of operations was $228 and

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

$65, respectively. As outlined in Note 16 to our financial statements, in October 2006, the Company increased its investment in Minda from 30% to 49% by purchasing an additional 19% of Minda’s equity for approximately $1,625.

(15) Guarantor Financial Information

     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 do not guarantee the senior notes and the credit facility (Non-Guarantor Subsidiaries).

     Presented below are summarized 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 condensed consolidated basis, as of September 30, 2006 and December 31, 2005 and for each of the 13 and 39 weeks ended September 30, 2006 and October 1, 2005.

     These summarized condensed consolidating financial statements are prepared under 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 presentations on the subsequent pages.

STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share data, unless otherwise indicated)

		September 30, 2006
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
ASSETS
Current Assets:
Cash and cash equivalents		$	15,835			$	46			$	30,849			$	—			$	46,730
Accounts receivable, net			56,126				35,728				30,091				(7	)			121,938
Inventories, net			26,047				13,256				18,934				—				58,237
Prepaid expenses and other			(268,948	)			269,318				14,331				—				14,701
Deferred income taxes			4,842				4,036				697				—				9,575
Total current assets			(166,098	)			322,384				94,902				(7	)			251,181
Long-Term Assets:
Property, Plant and Equipment, net			61,333				32,673				20,452				—				114,458
Other Assets:
Goodwill			44,585				20,591				—				—				65,176
Investments and other, net			31,908				425				167				(1,000	)			31,500
Deferred income taxes			40,000				(3,125	)			24				—				36,899
Investment in subsidiaries			407,087				—				—				(407,087	)			—
Total long-term assets			584,913				50,564				20,643				(408,087	)			248,033
Total Assets		$	418,815			$	372,948			$	115,545			$	(408,094	)		$	499,214
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	24,374			$	22,273			$	22,373			$	—			$	69,020
Accrued expenses and other			22,630				9,276				20,020				(7	)			51,919
Total current liabilities			47,004				31,549				42,393				(7	)			120,939
Long-Term Liabilities:
Long-term debt			200,000				—				1,000				(1,000	)			200,000
Deferred income taxes			—				—				1,411				—				1,411
Other liabilities			21				513				4,540				—				5,074
Total long-term liabilities			200,021				513				6,951				(1,000	)			206,485
Shareholders’ Equity			171,790				340,886				66,201				(407,087	)			171,790
Total Liabilities and Shareholders’ Equity		$	418,815			$	372,948			$	115,545			$	(408,094	)		$	499,214