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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 quarter ended June 30, 2011

Commission file number: 001-13337
 
STONERIDGE, INC.
(Exact name of registrant as specified in its charter)

                    Ohio                       
 
   34-1598949 
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

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

                                 (330) 856-2443                         
Registrant’s telephone number, including area code

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.
x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
   
(Do not check if a smaller reporting company)
 

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

The number of Common Shares, without par value, outstanding as of July 22, 2011 was 25,576,578.

 
 

 

STONERIDGE, INC. AND SUBSIDIARIES
 
INDEX
   
Page
PART I–FINANCIAL INFORMATION
   
       
Item 1.
Financial Statements
   
 
Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2011 and December 31, 2010 (as adjusted)
 
2
 
Condensed Consolidated Statements of Operations (Unaudited) For the Three and Six Months Ended June 30, 2011 and 2010 (as adjusted)
 
3
 
Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2011 and 2010 (as adjusted)
 
4
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
5
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
31
Item 4.
Controls and Procedures
 
31
       
PART II–OTHER INFORMATION
   
       
Item 1.
Legal Proceedings
 
32
Item 1A.
Risk Factors
 
32
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
32
Item 3.
Defaults Upon Senior Securities
 
32
Item 4.
(Removed and Reserved)
 
32
Item 5.
Other Information
 
32
Item 6.
Exhibits
 
32
       
Signatures
   
33
Index to Exhibits
 
34
EX – 31.1
   
EX – 31.2
   
EX – 32.1
   
EX – 32.2
   

 
1

 
 
PART I–FINANCIAL INFORMATION
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

   
June 30,
   
December 31,
 
(in thousands)
 
2011
   
2010
 
         
As adjusted
 
ASSETS
           
             
Current assets:
           
Cash and cash equivalents
  $ 36,448     $ 71,974  
Accounts receivable, less reserves of $1,623 and $2,013, respectively
    126,039       102,600  
Inventories, net
    73,322       54,959  
Prepaid expenses and other current assets
    23,850       20,443  
Total current assets
    259,659       249,976  
                 
Long-term assets:
               
Property, plant and equipment, net
    81,516       76,576  
Investments and other long-term assets, net
    67,631       60,184  
Total long-term assets
    149,147       136,760  
Total assets
  $ 408,806     $ 386,736  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable
  $ 78,435     $ 68,341  
Accrued expenses and other current liabilities
    41,819       44,442  
Total current liabilities
    120,254       112,783  
                 
Long-term liabilities:
               
Long-term debt
    169,238       167,903  
Other long-term liabilities
    14,795       14,831  
Total long-term liabilities
    184,033       182,734  
                 
Shareholders' equity
               
Preferred shares, without par value, authorized 5,000 shares, none issued
    -       -  
Common shares, without par value, authorized 60,000 shares, issued 26,451 and 25,994 shares and outstanding 25,577 and 25,393 shares, respectively, with no stated value
    -       -  
Additional paid-in capital
    164,311       161,587  
Common shares held in treasury, 874 and 601 shares, respectively, at cost
    (1,862 )     (1,118 )
Accumulated deficit
    (71,367 )     (77,620 )
Accumulated other comprehensive income
    9,197       4,062  
Total Stoneridge Inc. and subsidiaries shareholders' equity
    100,279       86,911  
Noncontrolling interest
    4,240       4,308  
Total shareholders' equity
    104,519       91,219  
Total liabilities and shareholders' equity
  $ 408,806     $ 386,736  

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

 
2

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
(in thousands, except per share data)
 
2011
   
2010
   
2011
   
2010
 
         
As adjusted
         
As adjusted
 
                         
Net sales
  $ 190,417     $ 166,262     $ 383,461     $ 314,336  
                                 
Costs and expenses:
                               
Cost of goods sold
    152,699       126,998       306,453       241,140  
Selling, general and administrative
    30,305       31,447       62,895       61,015  
                                 
Operating income
    7,413       7,817       14,113       12,181  
                                 
Interest expense, net
    4,289       5,630       8,555       11,236  
Equity in earnings of investees
    (1,808 )     (1,611 )     (3,724 )     (2,302 )
Other expense (income), net
    534       (749 )     1,533       (1,699 )
                                 
Income before income taxes
    4,398       4,547       7,749       4,946  
                                 
Provision (benefit) for income taxes
    1,158       731       1,835       (758 )
                                 
Net income
    3,240       3,816       5,914       5,704  
                                 
Net loss attributable to noncontrolling interest
    (124 )     (21 )     (339 )     (44 )
                                 
Net income attributable to Stoneridge, Inc. and subsidiaries
  $ 3,364     $ 3,837     $ 6,253     $ 5,748  
                                 
Basic net income per share
  $ 0.14     $ 0.16     $ 0.26     $ 0.24  
Basic weighted average shares outstanding
    24,162       23,965       24,090       23,922  
                                 
Diluted net income per share
  $ 0.14     $ 0.16     $ 0.25     $ 0.24  
Diluted weighted average shares outstanding
    24,606       24,389       24,545       24,351  

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

 
3

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six months ended June 30 (in thousands)
 
2011
   
2010
 
         
As adjusted
 
             
OPERATING ACTIVITIES:
           
Net income
  $ 5,914     $ 5,704  
Adjustments to reconcile net income to net cash used for operating activities
               
Depreciation
    9,924       9,623  
Amortization, including accretion of debt discount
    549       577  
Deferred income taxes
    323       (1,710 )
Earnings of equity method investees
    (3,724 )     (2,302 )
Loss (gain) on sale of fixed assets
    11       (8 )
Share-based compensation expense, net
    2,247       930  
Changes in operating assets and liabilities -
               
Accounts receivable, net
    (21,410 )     (27,989 )
Inventories, net
    (17,559 )     (7,936 )
Prepaid expenses and other
    (2,459 )     (8,938 )
Accounts payable
    8,919       13,651  
Accrued expenses and other
    (5,848 )     10,965  
Net cash used for operating activities
    (23,113 )     (7,433 )
                 
INVESTING ACTIVITIES:
               
Capital expenditures
    (14,117 )     (7,063 )
Proceeds from sale of fixed assets
    3       21  
Capital contribution from noncontrolling interest
    271       -  
Net cash used for investing activities
    (13,843 )     (7,042 )
                 
FINANCING ACTIVITIES:
               
Repayments of debt
    (130 )     (141 )
Revolving credit facility borrowings
    893       4,271  
Revolving credit facility payments
    (457 )     (3,794 )
Other financing costs
    (96 )     -  
Repurchase of shares to satisfy employee tax withholding
    (744 )     -  
Excess tax benefits from share-based compensation expense
    -       294  
Net cash (used for) provided by financing activities
    (534 )     630  
                 
Effect of exchange rate changes on cash and cash equivalents
    1,964       (3,454 )
                 
Net decrease in cash and cash equivalents
    (35,526 )     (17,299 )
                 
Cash and cash equivalents at beginning of period
    71,974       91,907  
                 
Cash and cash equivalents at end of period
  $ 36,448     $ 74,608  
                 
Supplemental disclosure of non-cash financing activities:
               
Change in fair value of interest rate swap
  $ 1,208     $ -  

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

 
4

 

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

(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” or “SEC”).  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.  The results of operations for the three and six months June 30, 2011 are not necessarily indicative of the results to be expected for the full year.

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, 2010.

(2)  Change in Accounting Principle

Effective January 1, 2011, the Company elected to change the method of valuing inventories for certain U.S. businesses to the first-in, first-out (“FIFO”) method, while in prior years, these inventories were valued using the last-in, first-out (“LIFO”) method.  As a result of this change in accounting principle, all inventories are valued using the FIFO method.  The Company believes the change is preferable as it conforms the Company’s inventory costing methods for all inventories to a single method and improves comparability with industry peers.  The FIFO method also better reflects current acquisition cost of those inventories on the condensed consolidated balance sheets.  The Company has applied this change in method of inventory costing retrospectively to all prior periods presented herein in accordance with accounting principles relating to accounting changes.  The effect of retrospectively applying the change on the Company’s inventory costing method increased the inventory balance and reduced the accumulated deficit balance by $2,410 as of January 1, 2010.  There were no tax effects for the adjustments for any periods presented below due to the fact that the Company has a full valuation allowance recorded against its U.S. deferred tax assets.
 
 
 
5

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data, unless otherwise indicated)
(Unaudited)
  
Presented below are the effects of the change in accounting principle for inventory costs on the condensed consolidated financial statements for 2011 and 2010.
       
Condensed Consolidated Statements of Operations:
 
Three months ended June 30
 
2011
   
2010
 
                                     
   
Computed
   
Impact of
   
Reported
         
Impact of
       
   
under
   
change
   
under
   
Originally
   
change
   
As
 
   
LIFO
   
to FIFO
   
FIFO
   
reported
   
to FIFO
   
adjusted
 
                                     
Cost of goods sold
  $ 152,810     $ (111 )   $ 152,699     $ 126,642     $ 356     $ 126,998  
Operating income (loss)
  $ 7,302     $ 111     $ 7,413     $ 8,173     $ (356 )   $ 7,817  
Income (loss) before income taxes
  $ 4,287     $ 111     $ 4,398     $ 4,903     $ (356 )   $ 4,547  
Net income (loss)
  $ 3,129     $ 111     $ 3,240     $ 4,172     $ (356 )   $ 3,816  
Net income (loss) attributable to Stoneridge, Inc. and subsidiaries
  $ 3,253     $ 111     $ 3,364     $ 4,193     $ (356 )   $ 3,837  
Basic net income (loss) per share
  $ 0.14     $ 0.00     $ 0.14     $ 0.17     $ (0.01 )   $ 0.16  
Diluted net income (loss) per share
  $ 0.14     $ 0.00     $ 0.14     $ 0.17     $ (0.01 )   $ 0.16  
                                                 
Six months ended June 30
  2011     2010  
                                                 
   
Computed
   
Impact of
   
Reported
           
Impact of
         
   
under
   
change
   
under
   
Originally
   
change
   
As
 
   
LIFO
   
to FIFO
   
FIFO
   
reported
   
to FIFO
   
adjusted
 
                                                 
Cost of goods sold
  $ 308,180     $ (1,727 )   $ 306,453     $ 241,189     $ (49 )   $ 241,140  
Operating income
  $ 12,386     $ 1,727     $ 14,113     $ 12,132     $ 49     $ 12,181  
Income before income taxes
  $ 6,022     $ 1,727     $ 7,749     $ 4,897     $ 49     $ 4,946  
Net income
  $ 4,187     $ 1,727     $ 5,914     $ 5,655     $ 49     $ 5,704  
Net income attributable to Stoneridge, Inc. and subsidiaries
  $ 4,526     $ 1,727     $ 6,253     $ 5,699     $ 49     $ 5,748  
Basic net income per share
  $ 0.19     $ 0.07     $ 0.26     $ 0.24     $ 0.00     $ 0.24  
Diluted net income per share
  $ 0.18     $ 0.07     $ 0.25     $ 0.23     $ 0.01     $ 0.24  
                                                 
Condensed Consolidated Balance Sheets:
                                               
                                                 
    June 30, 2011     December 31, 2010  
                                                 
   
Computed
   
Impact of
   
Reported
           
Impact of
         
   
under
   
change
   
under
   
Originally
   
change
   
As
 
   
LIFO
   
to FIFO
   
FIFO
   
reported
   
to FIFO
   
adjusted
 
                                                 
Inventories, net
  $ 68,464     $ 4,858     $ 73,322     $ 51,828     $ 3,131     $ 54,959  
Total current assets
  $ 254,801     $ 4,858     $ 259,659     $ 246,845     $ 3,131     $ 249,976  
Total assets
  $ 403,948     $ 4,858     $ 408,806     $ 383,605     $ 3,131     $ 386,736  
Accumulated deficit
  $ (76,225 )   $ 4,858     $ (71,367 )   $ (80,751 )   $ 3,131     $ (77,620 )
Total Stoneridge, Inc. and subsidiaries shareholders' equity
  $ 95,421     $ 4,858     $ 100,279     $ 83,780     $ 3,131     $ 86,911  
Total shareholders' equity
  $ 99,661     $ 4,858     $ 104,519     $ 88,088     $ 3,131     $ 91,219  
Total liabilities and shareholders' equity
  $ 403,948     $ 4,858     $ 408,806     $ 383,605     $ 3,131     $ 386,736  

 
6

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

Condensed Consolidated Statements of Cash Flows:
                               
                                     
Six months ended June 30
 
2011
   
2010
 
                                     
   
Computed
   
Impact of
   
Reported
         
Impact of
       
   
under
   
change
   
under
   
Originally
   
change
   
As
 
   
LIFO
   
to FIFO
   
FIFO
   
reported
   
to FIFO
   
adjusted
 
                                     
Net income
  $ 4,187     $ 1,727     $ 5,914     $ 5,655     $ 49     $ 5,704  
Change in inventories, net
  $ (15,832 )   $ (1,727 )   $ (17,559 )   $ (7,887 )   $ (49 )   $ (7,936 )
 
(3)  Inventories

Inventories are valued at the lower of cost or market.  As discussed in Note 2, effective January 1, 2011, the Company elected to change its costing method to the FIFO method for all inventories.  The Company adopted this change in accounting principle by adjusting all prior periods presented retrospectively. The Company adjusts its excess and obsolescence reserve at least on a quarterly basis.  Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period.  The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage.  Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period.  Inventory cost includes material, labor and overhead.  Inventories consisted of the following:

   
June 30,
   
December 31,
 
   
2011
   
2010
 
         
As adjusted
 
             
 Raw materials
  $ 48,161     $ 35,793  
 Work-in-progress
    10,096       9,454  
 Finished goods
    15,065       9,712  
Total inventories, net
  $ 73,322     $ 54,959  

(4)  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 secured notes at June 30, 2011 and December 31, 2010, per quoted market sources, was $189,767 and $187,798, respectively.  The face amount of this financial instrument as of June 30, 2011 and December 31, 2010 was $175,000.

Derivative Instruments and Hedging Activities

On June 30, 2011, the Company had open foreign currency forward contracts, fixed price commodity contracts and an interest rate swap.  These contracts are used strictly for hedging and not for speculative purposes.  Management believes that its use of these instruments to reduce risk is in the Company’s best interest.  The counterparties to these financial instruments are financial institutions with investment grade credit ratings.

The Company conducts business internationally and therefore is exposed to foreign currency exchange rate risk.  The Company uses derivative financial instruments as cash flow and fair value hedges to mitigate its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions and other foreign currency exposures.  The currencies currently hedged by the Company include the euro and Swedish krona.  These contracts expire on September 30, 2011.  These foreign currency forward contracts are accounted for as fair value hedges, but do not qualify for hedge accounting and are marked to market, with gains and losses recognized in the Company’s condensed consolidated statements of operations as a component of other expense (income), net.  For the six months ended June 30, 2011, the Company recognized a $2,654 loss related to euro and Swedish krona contracts.  The Company’s foreign currency forward contracts substantially offset gains and losses on the underlying foreign currency denominated transactions. During the year ended December 31, 2010, the Company held contracts intended to reduce exposure to the Mexican peso.  These contracts were executed to hedge forecasted transactions, and therefore the contracts were accounted for as cash flow hedges.  The Mexican peso-denominated foreign currency forward contracts expired monthly throughout 2010.

 
7

 

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

To mitigate the risk of future price volatility and, consequently, fluctuations in gross margins, the Company entered into fixed price commodity contracts with a financial institution to fix the cost of a portion of the Company’s copper purchases.  In March 2011, the Company entered into fixed price commodity contracts for 1,200 pounds of copper, which represents a portion of the Company’s copper purchases in the period from April 2011 to December 2011.  In May 2011, the Company entered into two additional fixed price commodity contracts.  The first contract was for 938 pounds of copper which covers the period from June 2011 to December 2011.  The other commodity contract was for 2,000 pounds of copper and covers the period from January 2012 to December 2012.  Both of these contracts represent a portion of the Company’s copper purchases.  Because these contracts were executed to hedge a portion of forecasted transactions, the contracts are accounted for as cash flow hedges.  The unrealized gain or loss for the effective portion of the hedges is deferred and reported in the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive income.  Using regression analysis, the Company has concluded that these cash flow hedges are highly effective. The effectiveness of the transactions has been and will be measured on an ongoing basis using regression analysis.

On October 4, 2010, the Company entered into a fixed-to-floating interest rate swap agreement (the “Swap”) with a notional amount of $45,000 to hedge its exposure to fair value fluctuations on a portion of its senior secured notes.  The Swap was designated as a fair value hedge of the fixed interest rate obligation under the Company’s $175,000 9.5% senior secured notes due October 15, 2017.  Under the Swap, the Company pays a variable interest rate equal to the six-month London Interbank Offered Rate (“LIBOR”) plus 7.19% and it receives a fixed interest rate of 9.5%.  The Swap requires semi-annual settlements on April 15 and October 15, beginning on April 15, 2011.  The difference between amounts to be received and paid under the Swap is recognized as a component of interest expense, net on the condensed consolidated statements of operations.  The Swap reduced interest expense by $380 for the six months ended June 30, 2011.  The critical terms of the Swap are aligned with the terms of the senior secured notes, including maturity of October 15, 2017, resulting in no hedge ineffectiveness.  The unrealized gain or loss for the effective portion of the hedge is deferred and reported in the Company’s condensed consolidated balance sheets as an asset or liability, as applicable, with the offset to the carrying value of the senior secured notes.

The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets are as follows:

               
Prepaid expenses
   
Other long-
 
   
Notional amounts (A)
   
and other current assets
   
term liabilities
 
   
June 30,
   
December 31,
   
June 30,
   
December 31,
   
June 30,
   
December 31,
 
   
2011
   
2010
   
2011
   
2010
   
2011
   
2010
 
                                     
Derivatives designated as hedging instruments:
             
`
                   
Cash Flow Hedge:
                                   
Fixed price commodity contracts
  $ 14,740     $ -     $ 704     $ -     $ -     $ -  
Fair Value Hedge:
                                               
Interest rate swap contract
    45,000       45,000       -       -       1,809       3,017  
      59,740       45,000       704       -       1,809       3,017  
                                                 
Derivatives not designated as hedging instruments:
                                               
Forward currency contracts
    28,803       26,917       -       108       12       -  
Total derivatives
  $ 88,543     $ 71,917     $ 704     $ 108     $ 1,821     $ 3,017  

(A)    Notional amounts represent the gross contract / notional amount of the derivatives outstanding.

 
8

 

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

Amounts recorded in other comprehensive income in shareholders’ equity and in net income for the three months ended June 30, 2011 were as follows:

   
Amount of gain
recorded
in other
comprehensive
income
   
Amount of loss
reclassified from
other comprehensive
income into net
income
 
Location of loss
reclassified from other
comprehensive income
into net income
               
Derivatives designated as cash flow hedges:
             
Commodity contracts
  $ 560     $ 24  
Cost of goods sold

Amounts recorded in other comprehensive income in shareholder’s equity and in net income for the six months ended June 30, 2011 were as follows:

   
Amount of gain
recorded in other
comprehensive
income
   
Amount of loss
reclassified from
other comprehensive
income into net
income
 
Location of loss
reclassified from other
comprehensive income
into net income
               
Derivatives designated as cash flow hedges:
             
Commodity contracts
  $ 680     $ 24  
Cost of goods sold

These derivatives will be reclassified from other comprehensive income to the condensed consolidated statement of operations through December of 2012.  The Company has measured the ineffectiveness of the commodity contracts and any amounts recognized in the condensed consolidated financial statements were immaterial for the three and six months ended June 30, 2011.

 
9

 

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

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.  The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.  The Company does not have any assets or liabilities that have a fair value estimated using level 3 inputs.

   
June 30,
   
December 31,
 
   
2011
   
2010
 
         
Fair value estimated using
       
   
Fair value
   
Level 1 inputs (A)
   
Level 2 inputs (B)
   
Fair value
 
                         
Financial assets carried at fair value:
                       
                         
Forward currency contracts
  $ -     $ -     $ -     $ 108  
Available for sale security
    221       221       -       274  
Fixed price commodity contracts
    704       -       704       -  
Total financial assets carried at fair value
  $ 925     $ 221     $ 704     $ 382  
                                 
Financial liabilities carried at fair value:
                               
                                 
Forward currency contracts
  $ 12     $ -     $ 12     $ -  
Interest rate swap contract
    1,809       -       1,809       3,017  
Total financial liabilities carried at fair value
  $ 1,821     $ -     $ 1,821     $ 3,017  

(A)
Fair values estimated using Level 1 inputs, which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.  The available for sale security is an equity security that is publically traded.
 
(B)
Fair values estimated using Level 2 inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable.  For fixed price commodity, forward currency and interest rate swap contracts, inputs include commodity indexes, foreign currency exchange rates and the six-month forward LIBOR, respectively.

(5)  Share-Based Compensation

Total compensation expense for share-based compensation arrangements recognized in the condensed consolidated statements of operations as a component of selling, general and administrative expenses was $1,254 and $699 for the three months ended June 30, 2011 and 2010, respectively.  For the six months ended June 30, 2011 and 2010, total compensation expense recognized in the condensed consolidated statements of operations for share-based compensation arrangements was $2,247 and $1,224, respectively.

 
10

 

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

(6)  Comprehensive Income (Loss)

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

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
         
As adjusted
         
As adjusted
 
                         
Net income
  $ 3,240     $ 3,816     $ 5,914     $ 5,704  
Other comprehensive income (loss):
                               
Currency translation adjustments
    2,159       (913 )     4,466       (6,274 )
Pension liability adjustments
    -       -       -       5,089  
Unrealized loss on marketable securities
    (29 )     (1 )     (35 )     (4 )
Unrealized gain (loss) on derivatives
    584       (1,915 )     704       (86 )
Other comprehensive income (loss)
    2,714       (2,829 )     5,135       (1,275 )
Consolidated comprehensive income
    5,954       987       11,049       4,429  
Comprehensive loss attributable to noncontrolling interest
    124       21       339       44  
Comprehensive income attributable to Stoneridge, Inc. and subsidiaries
  $ 6,078     $ 1,008     $ 11,388     $ 4,473  

Accumulated other comprehensive income, net of tax is comprised of the following:

   
June 30,
   
December 31,
 
   
2011
   
2010
 
             
Currency translation adjustments
  $ 8,544     $ 4,078  
Unrealized loss on marketable securities
    (51 )     (16 )
Unrealized gain on derivatives
    704       -  
Accumulated other comprehensive income
  $ 9,197     $ 4,062  

(7)  Long-Term Debt

Senior Secured Notes

On October 4, 2010, the Company issued $175,000 of senior secured notes.  These senior notes bear interest at an annual rate of 9.5% and mature on October 15, 2017.  The senior secured notes are redeemable, at the Company’s option, beginning October 15, 2014 at 104.75%.  Interest payments commenced on April 15, 2011 and are payable on April 15 and October 15 of each year, thereafter.  The senior secured notes indenture limits the amount of the Company and its restricted subsidiaries’ indebtedness, restricts certain payments and includes various other non-financial restrictive covenants.  The senior secured notes are guaranteed by all of the Company’s existing domestic restricted subsidiaries.  All other restricted subsidiaries that guarantee any indebtedness of the Company or its guarantors will also guarantee the senior secured notes.

On September 20, 2010, the Company commenced a tender offer to purchase for cash any and all of its $183,000 senior notes.  The consent payment deadline was October 1, 2010 and the tender offer expired on October 18, 2010.  For senior notes tendered before the consent payment deadline, the note holders received $1,002.50 for each $1,000.00 of principal amount of notes tendered.  There was $109,733 of senior notes tendered prior to the consent payment deadline and an additional $154 tendered after the consent payment deadline but before the tender offer deadline.  Holders tendering senior notes after the consent payment deadline were eligible to receive only the tender offer consideration of $1,000.00 per $1,000.00 principal amount of senior notes.  On November 4, 2010 all senior notes which were not tendered were redeemed by the Company at par.

 
11

 

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

Credit Facilities

On November 2, 2007, the Company entered into an asset-based credit facility (the “credit facility”), which permits borrowing up to a maximum level of $100,000.  In connection with the senior secured notes issuance, the Company entered into an Amended and Restated Credit and Security Agreement (the “Amended and Restated Agreement”) relating to the credit facility on September 20, 2010 which became effective on October 4, 2010.  The Amended and Restated Agreement (i) provided certain consents necessary for the issuance of the senior secured notes, (ii) extended the expiration date of the credit facility to November 1, 2012 and (iii) granted the facility agent, for the benefit of the lenders, second priority liens and security interests in the collateral subject to first priority liens and security interests in favor of the collateral agent for the holders of the senior secured notes.  At June 30, 2011 and December 31, 2010, there were no borrowings on this credit facility.  The available borrowing capacity on this credit facility is based on eligible current assets, as defined.  At June 30, 2011 and December 31, 2010, the Company had borrowing capacity of $78,467 and $61,251, respectively, based on eligible current assets and outstanding letters of credit as defined.  The credit facility does not contain financial performance covenants which would constrain the Company’s borrowing capacity. However, restrictions do include limits on capital expenditures, operating leases, dividends and investment activities in a negative covenant which limits investment activities to $15,000 minus certain guarantees and obligations.  The credit facility expires on November 1, 2012, and requires a commitment fee of 0.375% on the unused balance.  Interest is payable quarterly at either (i) the higher of the prime rate or the Federal Funds rate plus 0.50%, plus a margin of 0.00% to 0.25% or (ii) LIBOR plus a margin of 1.00% to 1.75%, depending upon the Company’s undrawn availability, as defined.  The Company was in compliance with all covenants at June 30, 2011 and December 31, 2010.

On October 13, 2009, the Company’s majority owned consolidated subsidiary, Bolton Conductive Systems, LLC (“BCS”), entered into a master revolving note (the “Revolver”), which permits borrowing up to a maximum level of $3,000. On September 29, 2010, BCS amended the Revolver to extend the maturity date to September 29, 2011 and reduced the interest rate margin to 2.0%.  The available borrowing capacity on the Revolver is based on an advance formula, as defined.  At June 30, 2011 and December 31, 2010, BCS had borrowing capacity of $1,480 and $1,089, respectively, based on the advance formula.    At June 30, 2011 and December 31, 2010, BCS had $1,178 and $742 in borrowings outstanding on the Revolver, respectively, which are included on the condensed consolidated balance sheets as a component of accrued expenses and other current liabilities.  Interest is payable monthly at the prime referenced rate plus a 2.0% margin.  At June 30, 2011, the interest rate on the Revolver was 5.25%.  The Company is a guarantor of BCS as it relates to the Revolver.  The Revolver contains certain financial restrictive covenants.  BCS violated the fixed charge and tangible net worth covenants related to the Revolver during the first quarter of 2011 and during the fourth quarter of 2010.  BCS received waivers for those covenant violations.  Subsequent to these violations, the fixed charge and tangible net worth covenants have been eliminated from the Revolver through its expiration.

Other Debt

BCS has an installment note.  Interest on the installment note is the prime referenced rate plus a 2.25% margin.  At June 30, 2011 and December 31, 2010, the interest rate on the installment note was 5.5%.  The installment note calls for monthly installment payments of principal and interest and matures in September of 2012.  At June 30, 2011 and December 31, 2010, the principal amount due on the installment note was $234 and $322, respectively.

On August 20, 2010, the Company’s wholly-owned subsidiary located in Suzhou, China entered into a term loan of 4,690 Chinese yuan, which was $726 and $712 at June 30, 2011 and December 31, 2010, respectively, and is included on the condensed consolidated balance sheets as a component of accrued expenses and other current liabilities. The term loan matures on August 5, 2011.  Interest is payable quarterly at the one-year lending rate published by The People’s Bank of China multiplied by 110.0%.  At June 30, 2011, the interest rate on the term loan was 6.94%.

(8)  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 Common Shares outstanding used in calculating basic and diluted net income per share were as follows:

 
12

 

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

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Basic weighted-average shares outstanding
    24,161,775       23,964,609       24,089,679       23,922,193  
Effect of dilutive securities
    444,330       424,635       455,109       429,004  
Diluted weighted-average shares outstanding
    24,606,105       24,389,244       24,544,788       24,351,197  

Options not included in the computation of diluted net income share to purchase 50,000 and 115,250 Common Shares at an average price of $15.73 and $12.84, respectively, per share were outstanding at June 30, 2011 and 2010, respectively.  These outstanding options were not included in the computation of diluted net income per share because their respective exercise prices were greater than the average market price of Company Common Shares.

There were 419,100 and 455,400 performance-based restricted Common Shares outstanding at June 30, 2011 and 2010, respectively.  These shares were not included in the computation of diluted net income per share because not all vesting conditions were achieved as of June 30, 2011 and 2010.  These shares may or may not become dilutive based on the Company’s ability to meet or exceed future earnings performance targets.

(9)  Restructuring

On October 29, 2007, the Company announced restructuring initiatives to improve manufacturing efficiency and cost position by ceasing manufacturing operations at its Sarasota, Florida and Mitcheldean, United Kingdom locations.  In response to the depressed conditions in the North American and European commercial and automotive vehicle markets in 2009, the Company also began restructuring initiatives in its Electronics reportable segment.  During the first quarter of 2010, the Company continued restructuring initiatives within the Electronics segment which began in 2009 and recorded amounts related to its cancelled lease in Mitcheldean, United Kingdom.  In connection with these initiatives, the Company recorded a restructuring charge of $223 and $304 in the Company’s condensed consolidated statements of operations as part of selling, general and administrative for the three and six months ended June 30, 2010, respectively. These restructuring initiatives are substantially complete.  At June 30, 2011 and December 31, 2010 the only remaining restructuring related liability relates to the cancelled lease in Mitcheldean, United Kingdom, which the Company has accrued $1,149 and $1,117, respectively, on the condensed consolidated balance sheets.  There have been no adjustments to the lease liability since December 31, 2010 other than the impact of foreign exchange losses.  There were no restructuring activities related to the Control Devices reportable segment during the three and six months ended June 30, 2011 and 2010.

(10)  Commitments and Contingencies

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 October 13, 2009, the Company acquired 51% membership interest in BCS.  The purchase agreement provides that the Company may be required to make additional payments to the previous owners of BCS for the 51% membership interest the Company purchased based on BCS achieving financial performance targets as defined by the purchase agreement.  The maximum amount of additional payments to the prior owners of BCS is $3,200 per year in 2012 and 2013 and is contingent upon BCS achieving profitability targets based on earnings before interest, income taxes, depreciation and amortization in the years 2011 and 2012, respectively.  In addition, the Company may be required to make additional payments to BCS of approximately $500 in 2012 based on BCS achieving annual revenue targets in 2011.  The Company recorded a liability of $435; the fair value of the estimated future additional payments to the prior owners of BCS as of June 30, 2011 and December 31, 2010 on the condensed consolidated balance sheets as a component of other long-term liabilities.  The purchase agreement provides the Company with the option to purchase the remaining 49% interest in BCS in 2013 at a price determined in accordance with the purchase agreement.  If the Company does not exercise this option, the minority owners of BCS have the option in 2014 to purchase the Company’s 51% interest in BCS at a price determined in accordance with the purchase agreement or to jointly market BCS for sale.  

 
13

 

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

As a result of an environmental phase one study performed on the Company’s facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the facility.  The Company engaged an environmental engineering consultant that developed a remediation and monitoring plan for the site and submitted this plan to the Florida Department of Environmental Protection (“FL DEP”) in March 2011. The soil remediation was completed in December 2010.  Prior to beginning the groundwater remediation, the FL DEP has requested that the Company perform additional groundwater sampling. The Company anticipates completing this sampling and receiving approval from the FL DEP during 2011.  The Company did not incur environmental remediation expenses during the six months ended June 30, 2011 and 2010.  As of June 30, 2011 and December 31, 2010, the Company has accrued $1,305 related to the remediation on the condensed consolidated balance sheets.

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.  Product warranty and recall is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets.

The following provides a reconciliation of changes in product warranty and recall liability:

Six months ended June 30
 
2011
   
2010
 
             
Product warranty and recall at beginning of period
  $ 3,831     $ 4,764  
Accruals for products shipped during period
    915       1,140  
Aggregate changes in pre-existing liabilities due to claim developments
    (87 )     668  
Settlements made during the period (in cash or in kind)
    (1,300 )     (2,182 )
Product warranty and recall at end of period
  $ 3,359     $ 4,390  

(11)  Employee Benefit Plans

The Company had a single defined benefit pension plan that covered certain former employees in the United Kingdom.  As a result of placing Stoneridge Pollak Limited (“SPL”) into administration during the six months ended June 30, 2010, as described in Note 13, the Company settled the defined benefit pension plan.

Long-Term Cash Incentive Plans

In March 2009, the Company adopted the Stoneridge, Inc. Long-Term Cash Incentive Plan (“LTCIP”) and granted awards to certain officers and key employees.  For 2009, the awards under the LTCIP provide recipients with the right to receive cash three years from the date of grant depending on the Company’s actual earnings per share performance for a performance period comprised of 2009, 2010 and 2011 fiscal years.  The Company will record an accrual for an award to be paid in the period earned based on anticipated achievement of the performance goal.  If the participant voluntarily terminates employment or is discharged for cause, as defined in the LTCIP, the award will be forfeited.  In May 2009, the LTCIP was approved by the Company’s shareholders.  The Company has not recorded an accrual for these awards granted under the LTCIP at June 30, 2011 or December 31, 2010 as the achievement of the performance goal is not considered probable at this time.

For 2010, the awards under the LTCIP provide recipients with the right to receive an amount of cash equal to the fair market value of a specified number of Common Shares, without par value, of the Company (“Phantom Shares”) three years from the date of grant depending on the Company’s actual earnings per share performance for each fiscal year of 2010, 2011 and 2012 within the performance period.  The Company will record an accrual based on the fair market value of the Phantom Shares for an award to be paid in the period earned based on anticipated achievement of the performance goals.  If the participant voluntarily terminates employment or is discharged for cause, as defined in the LTCIP, the award will be forfeited. The Company recorded an accrual of $345 and $184 for these awards granted under the LTCIP at June 30, 2011 and December 31, 2010, respectively, which is included on the condensed consolidated balance sheets as a component of other long-term liabilities.

There were no awards granted under the LTCIP during the six months ended June 30, 2011.

 
14

 

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

(12)  Income Taxes

The Company recognized a provision for income taxes of $1,158, or 26.3% and $731, or 16.1% of pre-tax income for federal, state and foreign income taxes for the three months ended June 30, 2011 and 2010, respectively.  The Company recognized a provision for income taxes of $1,835, or 23.7% of pre-tax income and a benefit from income taxes of $758, or (15.3%) of pre-tax loss, for federal, state and foreign taxes for the six months ended June 30, 2011 and 2010.  At June 30, 2011 and December 31, 2010, the Company is in a cumulative loss position and provides a valuation allowance offsetting federal, state and certain foreign deferred tax assets.  The increase in tax expense for the three and six months ended June 30, 2011 compared to those same periods for 2010 was attributable to the improved financial performance of the European operations as well as the improved financial performance of the Company’s PST Eletrônica S.A. (“PST”) joint venture.  Additionally, as a result of placing SPL into administration, as described in Note 13, the Company recognized a one-time tax benefit of $1,170 during the six months ended June 30, 2010 from the reversal of a deferred tax liability, related to employee benefits, that were previously included as a component of accumulated other comprehensive income within shareholders’ equity.

During the fourth quarter of 2010 the Company undertook a secondary offering.  As a result of the secondary offering a substantial change in the Company’s ownership occurred and the Company likely experienced an ownership change pursuant to Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process with its advisors of evaluating the secondary offering and the potential impact, if any, on our ability to fully utilize net operating loss and research credit carry forwards. If it is ultimately determined that the Company did experience an ownership change, there would not be an impact to the condensed consolidated balance sheets as of June 30, 2011 and December 31, 2010 or the condensed consolidated statement of operations for the three and six months ended June 30, 2011 due to the Company being in a valuation allowance position.

(13)  SPL Administration

On February 23, 2010, the Company placed its wholly owned subsidiary, SPL into administration (a structured bankruptcy) in the United Kingdom.  The Company had previously ceased operations at the facility as of December 2008 as part of the restructuring initiatives announced on October 29, 2007, as described in Note 9.  The remaining assets and customer contracts of SPL were transferred to other subsidiaries of the Company subsequent to SPL filing for administration.  As a result of placing SPL into administration the Company recognized a net gain of approximately $3,423 during the six months ended June 30, 2010.  This gain was primarily related to the reversal of the cumulative translation adjustment account (“CTA”) and deferred tax liabilities, which had previously been included as a component of other comprehensive income within shareholders’ equity.  The net gain of approximately $2,253, primarily due to reversing the CTA balance is included as a component of other expense (income), net on the condensed consolidated statement of operations.  The benefit from reversing the deferred tax liabilities, primarily employee benefit related of approximately $1,170, is included as a component of benefit from income taxes on the condensed consolidated statement of operations, as described in Note 12.

(14)  Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance.  The Company’s chief operating decision maker is the president and chief executive officer.

The Company has two reportable segments: Electronics and Control Devices.  The Company’s operating segments are aggregated based on sharing similar economic characteristics.  Other aggregation factors include the nature of the products offered and management and oversight responsibilities.  The Electronics 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, 2010 Form 10-K.  The Company’s management evaluates the performance of its reportable segments based primarily on net sales 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.

 
15

 

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

As discussed in Note 2, effective January 1, 2011, the Company elected to change its method of valuing inventories for certain U.S. businesses to the FIFO method, while in prior years, these inventories were valued using LIFO.  As a result of this change, all inventories are valued using the FIFO method.  Segment information has been retrospectively adjusted for prior periods to reflect the change in accounting principle.

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

   
Three months ended
   
Six months ended
 
         
June 30,
         
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
         
As adjusted
         
As adjusted
 
                         
Net Sales:
                       
Electronics
  $ 124,085     $ 104,927     $ 248,902     $ 196,565  
Inter-segment sales
    6,382       3,353       12,848       6,464  
Electronics net sales
    130,467       108,280       261,750       203,029  
                                 
Control Devices
    66,332       61,335       134,559       117,771  
Inter-segment sales
    961       936       1,934       1,784  
Control Devices net sales
    67,293       62,271       136,493       119,555  
                                 
Eliminations
    (7,343 )     (4,289 )     (14,782 )     (8,248 )
Total net sales
  $ 190,417     $ 166,262     $ 383,461     $ 314,336  
                                 
Income (Loss) Before Income Taxes:
                               
Electronics (A)
  $ 464     $ 4,404     $ 1,133     $ 38,753  
Control Devices (A)
    6,018       5,144       11,701       8,651  
Other corporate activities (A)
    1,746       247       2,587       (32,049 )
Corporate interest expense
    (3,830 )     (5,248 )     (7,672 )     (10,409 )
Total income before income taxes
  $ 4,398     $ 4,547     $ 7,749     $ 4,946  
                                 
Depreciation and Amortization:
                               
Electronics
  $ 2,634     $ 2,283     $ 5,096     $ 4,525  
Control Devices
    2,379       2,561       4,843       5,026  
Corporate
    50       85       100       172  
Total depreciation and amortization (B)
  $ 5,063     $ 4,929     $ 10,039     $ 9,723  
                                 
Interest Expense, net:
                               
Electronics
  $ 433     $ 376     $ 836     $ 821  
Control Devices
    26       6       47       6  
Corporate
    3,830       5,248       7,672       10,409  
Total interest expense, net
  $ 4,289     $ 5,630     $ 8,555     $ 11,236  
                                 
Capital Expenditures:
                               
Electronics
  $ 7,447     $ 2,323     $ 9,844     $ 4,786  
Control Devices
    2,297       1,040       4,240       2,324  
Corporate
    31       81       33       (47 )
Total capital expenditures
  $ 9,775     $ 3,444     $ 14,117     $ 7,063  

(A)
During the six months ended June 30, 2010, the Company placed SPL into administration.  As a result of placing SPL into administration the Company recognized a gain within the Electronics reportable segment of $32,512 and losses within other corporate activities and within the Control Devices reportable segment of approximately $32,039 and $473, respectively.  These results were primarily due to eliminating SPL’s intercompany debt and equity structure.
(B)
These amounts represent depreciation and amortization on fixed and certain intangible assets.

 
16

 

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

   
June 30,
   
December 31,
 
   
2011
   
2010
 
         
As adjusted
 
Total Assets:
           
Electronics
  $ 241,715     $ 191,698  
Control Devices
    104,996       96,977  
Corporate (C)
    189,138       217,414  
Eliminations
    (127,043 )     (119,353 )
Total assets
  $ 408,806     $ 386,736  

(C)
Assets located at Corporate consist primarily of cash and equity investments.

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

   
Three months ended
   
Six months ended
 
   
June 30,
         
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net Sales:
                       
North America
  $ 147,608     $ 135,749     $ 300,379     $ 256,492  
Europe and Other
    42,809       30,513       83,082       57,844  
Total net sales
  $ 190,417     $ 166,262     $ 383,461     $ 314,336  
                                 
   
June 30,
   
December 31,
                 
      2011       2010                  
                                 
Non-Current Assets:
                               
North America
  $ 133,817     $ 124,851                  
Europe and Other
    15,330       11,909                  
Total non-current assets
  $ 149,147     $ 136,760                  

(15)  Investments

Both of the Company’s joint ventures at June 30, 2011 were determined to be unconsolidated joint ventures and were accounted for under the equity method of accounting.

PST Eletrônica S.A.

The Company has a 50% equity interest in PST, a Brazilian electronic system provider focused on security, infotainment and convenience applications primarily for the automotive and motorcycle industry.  The Company’s investment in PST, recorded as a component of investments and other long-term assets, net on the condensed consolidated balance sheets, was $47,590 and $41,178 at June 30, 2011 and December 31, 2010, respectively.

 
17

 

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

Condensed financial information for PST is as follows:

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net sales
  $ 62,696     $ 40,812     $ 115,934     $ 74,122  
Cost of goods sold
  $ 36,743     $ 21,552     $ 65,352     $ 39,166  
Total pre-tax income
  $ 3,968     $ 3,426     $ 7,900     $ 4,623  
The Company's share of pre-tax income
  $ 1,984     $ 1,713     $ 3,950     $ 2,312  

Equity in earnings of PST included in the condensed consolidated statements of operations was $1,595 and $1,350 for the three months ended June 30, 2011 and 2010, respectively.  For the six months ended June 30, 2011 and 2010, equity in earnings of PST was $3,104 and $1,833, respectively.

Minda Stoneridge Instruments Ltd.

The Company has a 49% interest in Minda Stoneridge Instruments Ltd. (“Minda”), a company based in India that manufactures electronics and instrumentation equipment for the motorcycle and commercial vehicle market.  The Company’s investment in Minda recorded as a component of investments and other long-term assets, net on the condensed consolidated balance sheets, was $6,917 and $6,287 at June 30, 2011 and December 31, 2010, respectively.  Equity in earnings of Minda included in the condensed consolidated statements of operations was $213 and $261, for the three months ended June 30, 2011 and 2010, respectively.  For the six months ended June 30, 2011 and 2010, equity in earnings of Minda was $620 and $469, respectively.

 
18

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The following Management Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Stoneridge, Inc. (the “Company”).  This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the financial statements.

We are a global designer and manufacturer of highly engineered electrical and electronic components, modules and systems for the commercial, automotive, agricultural and off-highway vehicle markets.

We recognized net income for the quarter ended June 30, 2011 of $3.4 million, or $.14 per diluted share, compared with net income of $3.8 million, or $0.16 per diluted share, for the second quarter of 2010.

Our second quarter 2011 results were positively affected by improvements in the North American automotive and North American and European commercial vehicle markets.  Production volumes in the North American automotive vehicle market were consistent for the second quarter of 2011 with the second quarter of 2010.  The automotive vehicle market production volume had a positive effect on our North American automotive vehicle market net sales of approximately $1.6 million, primarily within our Control Devices segment.  The commercial vehicle market production volumes in North America improved by 60.8% during the second quarter of 2011 when compared to the prior year second quarter, which resulted in increased net sales of approximately $2.1 million, primarily within our Electronics segment.  Our net sales were also favorably affected by increased European commercial vehicle production volumes of 37.4% during the second quarter of 2011 as compared to the prior year second quarter, which had a positive effect on our net sales of approximately $5.6 million, principally within the Electronics segment. Our 2011 second quarter net sales were further favorably affected by approximately $4.8 million, primarily within in the Electronics segment, due to production volume increases within the agricultural vehicle market.  Our net sales to the agricultural vehicle market as a percentage of total net sales increased from 13.7% for the second quarter of 2010 to 14.9% for the second quarter of 2011.  These increases in net sales were favorably affected by foreign currency exchange rates of approximately $5.8 million during the second quarter of 2011 when compared to the second quarter of 2010.

Negatively affecting our second quarter 2011 results were significant increases in certain commodity prices and foreign currency exchange rates, primarily copper and the Mexican peso.  The increases in these commodity and foreign exchange rates negatively impacted our results by approximately $1.1 million and $2.0 million, respectively, during the current quarter.  Also, negatively affecting our current quarter results were operating inefficiencies experienced in our North American wiring locations within our Electronics segment.  These operating inefficiencies resulted in higher than expected labor and premium freight charges in the current quarter.  As a result, our gross margin percentage decreased from 23.6% for the second quarter of 2010 to 19.8% for the second quarter of 2011.  We are executing plans including reducing direct labor headcount and developing more efficient manufacturing processes to address these inefficiencies. These strategies have reduced and we expect them to continue to reduce these types of costs through the remainder of 2011.

Effective January 1, 2011, we elected to change our method of valuing inventories for certain U.S. businesses to the first-in, first-out (“FIFO”) method, while in prior years, these inventories were valued using the last-in, first-out (“LIFO”) method.  As a result of this change, all inventories are valued using the FIFO method.  We believe the change is preferable as it conforms the inventory costing methods for all of our inventories to a single method and improves comparability with our industry peers.  The FIFO method also better reflects current acquisition cost of those inventories on our condensed consolidated balance sheets.  All prior periods presented herein have been adjusted to apply the new method retrospectively and conform to the current costing methodology. For the second quarters of 2011 and 2010, the effect of the change on our inventory costing method was an increase in net income of $0.1 million and a decrease of $0.4 million, respectively, after the change in accounting principle was applied to prior periods.

Our selling, general and administrative expenses (“SG&A”) decreased from $31.4 million for the second quarter of 2010 to $30.3 million for the second quarter of 2011.  This $1.1 million, or 3.6% decrease in SG&A was due to the reduction of product development costs incurred in the current quarter.  Our product development costs decreased by $2.7 million compared to the prior year.  Excluding product development, our compensation and compensation related expenses increased by approximately $0.3 million from the prior year second quarter, primarily as a result of increased share-based compensation expenses.

 
19

 

Our results for the six months ended June 30, 2010 were also favorably affected by the wind down of our wholly-owned subsidiary, Stoneridge Pollak Limited (“SPL”), located in Mitcheldean, United Kingdom.  On February 23, 2010, we placed SPL into administration (a structured bankruptcy) in the United Kingdom.  We had previously ceased SPL’s manufacturing operations in December of 2008, as part of the restructuring initiatives announced in October 2007.  The remaining assets and customer contracts of SPL were transferred to our other subsidiaries subsequent to SPL filing for administration.  We recognized a net gain within other expense (income), net of approximately $2.3 million, primarily from the reversal of the cumulative translation adjustment account, which had previously been included as a component of accumulated other comprehensive income within shareholders’ equity.  In addition, we recognized a tax benefit of approximately $1.2 million from the reversal of deferred tax liabilities; primarily employee benefit related which were also previously included as a component of accumulated other comprehensive income.

At June 30, 2011 and December 31, 2010, we maintained a cash and equivalents balance of $36.4 million and $72.0 million, respectively.  Our cash and equivalents balance declined during the current quarter as a result of increased working capital requirements including higher inventory levels at our North American wiring locations due to increased production, operating inefficiencies and the start-up of a new facility in Mexico. As discussed in Note 7 to the condensed consolidated financial statements, we had no borrowings under our asset-based credit facility and June 30, 2011.  At June 30, 2011 and December 31, 2010, we had borrowing capacity of $78.5 million and $61.3 million, respectively.

Outlook

The North American automotive vehicle market has recovered significantly from recent levels, which has had a favorable effect on our Control Devices segment’s results.  North American automotive vehicle production was 11.9 million units for 2010.  For 2011, this production volume is forecasted to be in the range of 12.8 million to 13.0 million units.  If this forecasted increase in production volume occurs, it will favorably affect our Control Devices segment.

The North American and European commercial vehicle markets that we serve also recovered during the first six months of 2011.  Production levels in the commercial vehicle market are expected to continue to increase throughout the second half of the year.  If these forecasted increases in production volumes occur, they will favorably affect our Electronics segment.

Agricultural vehicle production increased for the first six months of 2011 when compared to the first six months of 2010, which favorably affected both our Electronics and Control Devices segments.  We believe that this market will continue to improve during the remainder of 2011.

Our 2011 results could be unfavorably affected by increased commodity prices, specifically copper.  Copper prices increased during 2010 and have continued to rise in 2011.  We have entered into fixed price commodity contracts effective April and May of 2011 for a portion of our 2011 copper purchases and for a portion of our 2012 copper purchases.  In addition, a portion of our 2011 sales are subject to copper surcharge billings that will mitigate this increase in our raw material costs.  Our 2011 results could also be unfavorably affected by foreign currency exchange rates.  We have significant foreign denominated transaction exposure in certain locations, especially in Mexico and Sweden. 

On March 11, 2011, an earthquake and tsunami hit the northeastern coast of Japan.  Although we have very little direct sales to mainland Japan, many of our electronic components are sourced from Japanese suppliers.  Since the natural disaster, we have worked with our customers and suppliers to find alternative means to assure that our supplies are not interrupted.  We have not experienced supplier shortages to date related to the natural disaster.  We will continue to monitor and work with our suppliers and customers to mitigate any potential future shortages though at this time we do not foresee any future shortages.  In addition, if any of our significant customers experience supplier interruptions as a result of the disaster and need to slow their production schedules, our financial results could be negatively affected.   During the first half of 2011, we experienced minimal component shortages in our supply base unrelated to the natural disaster in Japan, which has had a nominal adverse effect on our results.  At this time, we do not foresee significant component shortages unrelated to the natural disaster in the future.

Results of Operations

We are primarily organized by markets served and products produced.  Under this organizational structure, our operations have been aggregated into two reportable segments: Electronics and Control Devices.  The Electronics reportable segment includes results of operations that design and manufacture 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 includes results of operations that design and manufacture sensors, switches, valves and actuators.

 
20

 

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Net Sales. Net sales for our reportable segments, excluding inter-segment sales are summarized in the following table (in thousands):

                           
Dollar
   
Percent
 
Three months ended June 30
  2011     2010    
increase
   
increase
 
                                     
Electronics
  $ 124,085       65.2 %   $ 104,927       63.1 %   $ 19,158       18.3 %
Control Devices
    66,332       34.8       61,335       36.9       4,997       8.1 %
Total net sales
  $ 190,417       100.0 %   $ 166,262       100.0 %   $ 24,155       14.5 %

Our Electronics segment was positively affected by increased volume in our served markets by approximately $11.0 million for the second quarter of 2011 when compared to the prior year second quarter. The increase in net sales for our Electronics segment was primarily due to volume increases in our North American and European commercial vehicle products. Commercial vehicle market production volumes in North America and Europe increased by 60.8% and 37.4%, respectively, during the second quarter of 2011 when compared to the prior year second quarter. The increase in North American and European commercial vehicle production positively affected net sales in our Electronics segment for the second quarter of 2011 by approximately $0.3 million, or 0.5% and $5.6 million, or 22.0%, respectively. Net sales within our Electronics segment were also favorably affected by approximately $4.3 million as a result of production volume increases in the agricultural vehicle market during the second quarter of 2011 when compared to the prior year second quarter. Electronics segment net sales also increased due to increases in net new business primarily for North American wiring products. In addition, the Electronics segment net sales were favorably affected by foreign currency fluctuations of approximately $5.8 million for the second quarter of 2011 when compared to the second quarter of 2010.

Our Control Devices segment was positively affected by increased volume in our served markets by approximately $4.6 million for the second quarter of 2011 when compared to the prior year second quarter.  Production volumes in our Control Devices segment were consistent for the second quarter of 2011 with the second quarter of 2010.  Volume increases within the commercial vehicle market of our Control Devices segment increased net sales for the second quarter of 2011 by approximately $1.8 million, or 33.3%, when compared to the prior year second quarter.  In addition, our Control Devices net sales were approximately $1.4 million and $0.5 million higher for the second quarter of 2011, when compared to the second quarter of 2010 as a result of production volume increases within the automotive and agricultural vehicle markets.

Net sales by geographic location are summarized in the following table (in thousands):

         
Dollar
   
Percent
 
Three months ended June 30
  2011     2010    
increase
   
increase
 
                                     
North America
  $ 147,608