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SRI > SEC Filings for SRI > Form 10-Q on 6-Aug-2009All Recent SEC Filings

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Form 10-Q for STONERIDGE INC


6-Aug-2009

Quarterly Report


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 the Company. This MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements.

We are an independent designer and manufacturer of highly engineered electrical and electronic components, modules and systems for the medium- and heavy-duty truck, agricultural, automotive and off-highway vehicle markets.

We recognized a net loss for the quarter ended June 30, 2009 of $19.8 million, or $(0.84) per diluted share, compared with net income of $4.7 million, or $0.20 per diluted share, for the second quarter of 2008.

Our second quarter 2009 results were negatively affected by the continued dramatic decline in the global commercial and North American automotive vehicle markets as well as the economy as a whole. Production volumes in North American passenger car/light truck declined by 49.6% during the quarter ended June 30, 2009. The commercial vehicle market production volumes in Europe and North America declined by 70.0% and 50.3%, respectively during the current quarter. In addition, our results were affected by foreign currency exchange rates. Foreign exchange translation adversely affected our revenues by approximately $5.1 million during the quarter ended June 30, 2009 when compared to the quarter ended June 30, 2008. In addition, the results of our PST Eletrônica S.A. ("PST") joint venture in Brazil declined between the two periods. Equity earnings in the joint venture declined from $2.8 million for the second quarter of 2008 to $0.8 million in the second quarter of 2009 due to lower demand for PST's security products. Foreign currency fluctuations negatively affected our equity earnings from PST by approximately $0.2 million during the quarter ended June 30, 2009 as compared to the quarter ended June 30, 2008.

The decrease in selling, general and administrative expenses ("SG&A") was primarily due to decreased design and development and reduced compensation and compensation related expenses incurred during the quarter ended June 30, 2009. The decrease in design and development costs were caused by customers delaying new product launches in the near term as well as planned reductions in our design activities.

Also affecting our results were our restructuring initiatives. Costs incurred during the quarter ended June 30, 2009 related to these restructuring initiatives amounted to approximately $1.6 million and were primarily comprised of one-time termination benefits. These restructuring actions were in response to the depressed conditions in the North American and European commercial vehicle and North American light vehicle markets. Second quarter 2008 restructuring expenses were approximately $3.7 million and were comprised of one-time termination benefits and line-transfer expenses related to our initiative to improve the Company's manufacturing efficiency and cost position by ceasing manufacturing operations at our Sarasota, Florida, and Mitcheldean, United Kingdom locations.

At June 30, 2009 and December 31, 2008, we maintained a cash and equivalents balance of $85.5 million and $92.7 million, respectively. As discussed in Note 6 to the condensed consolidated financial statements, we have no borrowings under our asset-based credit facility. At June 30, 2009 and December 31, 2008, we had borrowing capacity of $45.5 million and $57.7 million, respectively.

Significant factors inherent to our markets that could affect our results for the remainder of 2009 include the financial stability of our customers and suppliers. Our results for 2009 also depend on conditions in the commercial and automotive vehicle markets, which are generally dependent on domestic and global economies.

On April 24, 2009, we entered into the United State Treasury's Auto Supplier Program (the "Program"). Entrance into the Program was retroactive to March 18, 2009. As part of entrance into the Program, we were required to amend our credit facility, to allow us to sell certain accounts receivables due from General Motors Corporation ("GM") or Chrysler, LLC ("Chrysler") to GM Supplier Receivables LLC and Chrysler Receivables SPV LLC, respectively, special purpose entities created by the United States Treasury Department. The Program guarantees these receivables, net of a two percent administrative fee imposed on the receivables included in the Program. As a result of GM and Chrysler exiting bankruptcy, we opted out of the GM Program on June 25, 2009 and the Chrysler Program was terminated upon their exit from bankruptcy.


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 from our operations that design and manufacture electronic and electromechanical switches, control actuation devices and sensors.

Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Net Sales. Net sales for our reportable segments, excluding inter-segment sales,
for the three months ended June 30, 2009 and 2008 are summarized in the
following table (in thousands):

                                 Three Months Ended
                                      June 30,                          Dollar         Percent
                           2009                      2008              Decrease       Decrease
Electronics       $  65,894        64.4 %   $ 149,416        70.1 %   $  (83,522 )     (55.9 ) %
Control Devices      36,396        35.6        63,813        29.9        (27,417 )     (43.0 ) %
Total net sales   $ 102,290       100.0 %   $ 213,229       100.0 %   $ (110,939 )     (52.0 ) %

The decrease in net sales for our Electronics segment was primarily due to volume declines in North American and European commercial vehicle production. Our net sales were negatively affected by foreign currency exchange rates of approximately $5.1 million between the two periods.

The decrease in net sales for our Control Devices segment was primarily attributable to production volume reductions at our major customers in the North American light vehicle market.

Net sales by geographic location for the three months ended June 30, 2009 and 2008 are summarized in the following table (in thousands):

                                  Three Months Ended
                                       June 30,                          Dollar         Percent
                            2009                      2008              Decrease       Decrease

North America      $  83,075        81.2 %   $ 156,101        73.2 %   $  (73,026 )     (46.8 ) %
Europe and other      19,215        18.8        57,128        26.8        (37,913 )     (66.4 ) %
Total net sales    $ 102,290       100.0 %   $ 213,229       100.0 %   $ (110,939 )     (52.0 ) %

The decrease in North American sales was primarily attributable to lower sales volume in our North American light vehicle and commercial vehicle markets. Our decrease in sales outside North America was primarily due to lower sales volume in the European commercial vehicle market and adverse foreign exchange rate movements.


Condensed consolidated statements of operations as a percentage of net sales for the three months ended June 30, 2009 and 2008 are presented in the following table (in thousands):

                                                        Three Months Ended
                                                             June 30,                             $ Increase /
                                                2009                          2008                 (Decrease)

Net Sales                              $ 102,290         100.0 %     $ 213,229         100.0 %   $     (110,939 )

Costs and Expenses:
Cost of goods sold                        88,694          86.7         163,875          76.9            (75,181 )
Selling, general and administrative       26,338          25.7          36,884          17.3            (10,546 )
Restructuring charges                      1,551           1.5           1,713           0.8               (162 )

Operating Income (Loss)                  (14,293 )       (13.9 )        10,757           5.0            (25,050 )

Interest expense, net                      5,538           5.4           4,880           2.3                658
Equity in earnings of investees             (903 )        (0.9 )        (3,016 )        (1.4 )            2,113
Loss on early extinguishment of debt           -             -             271           0.1               (271 )
Other expense (income), net                  639           0.6            (124 )        (0.1 )              763

Income (Loss) Before Income Taxes        (19,567 )       (19.0 )         8,746           4.1            (28,313 )

Provision for income taxes                   197           0.2           4,062           1.9             (3,865 )

Net Income (Loss)                      $ (19,764 )       (19.2 ) %   $   4,684           2.2 %   $      (24,448 )

Cost of Goods Sold. The increase in cost of goods sold as a percentage of sales was due to the significant decline in volume and a less favorable product mix related to our European commercial vehicle and North American commercial and light vehicle products during the quarter ended June 30, 2009.

Selling, General and Administrative Expenses. Product development expenses included in SG&A were $9.5 million and $13.3 million for the second quarters ended June 30, 2009 and 2008, respectively. The decrease in design and development costs was caused by customers delaying new product launches in the near term as well as planned reductions in our design activities. The decrease in SG&A costs excluding product development expenses was due to lower employee related costs, primarily incentive compensation.

Restructuring Charges. Costs from our restructuring initiatives for the quarter ended June 30, 2009 decreased compared to the second quarter of 2008. Costs incurred during the quarter ended June 30, 2009 related to restructuring initiatives amounted to approximately $1.6 million and were primarily comprised of one-time termination benefits. These restructuring actions were in response to the depressed conditions in the European and North American commercial vehicle markets as well as the North American automotive market. Second quarter 2008 restructuring expenses were approximately $3.7 million and were comprised of one-time termination benefits and line-transfer expenses related to our initiative to improve the Company's manufacturing efficiency and cost position by ceasing manufacturing operations at our Sarasota, Florida, and Mitcheldean, United Kingdom locations. Restructuring expenses that were general and administrative in nature were included in the Company's condensed consolidated statements of operations as restructuring charges, while the remaining restructuring related expenses were included in cost of goods sold.


Restructuring charges, general and administrative in nature, recorded by reportable segment during the three months ended June 30, 2009 were as follows (in thousands):

                                                       Total
                                                   Consolidated
                                     Control       Restructuring
                   Electronics       Devices          Charges

Severance costs   $       1,435     $     116     $         1,551

Severance costs relate to a reduction in workforce.

Restructuring charges, general and administrative in nature, recorded by reportable segment during the three months ended June 30, 2008 were as follows (in thousands):

                                                                                               Total
                                                                                           Consolidated
                                                                            Control        Restructuring
                                                          Electronics       Devices           Charges
Severance costs.                                         $         819     $      375     $         1,194
Other exit costs.                                                   10            509                 519
Total general and administrative restructuring charges   $         829     $      884     $         1,713

Other exit costs include miscellaneous expenditures associated with exiting business activities.

Equity in Earnings of Investees. The decrease in equity earnings of investees was predominately attributable to the decrease in equity earnings recognized from our PST joint venture. Equity earnings for PST declined from $2.8 million for the quarter ended June 30, 2008 to $0.8 million for the quarter ended June 30, 2009. The decrease primarily reflects lower volumes for PST's product lines and unfavorable exchange rates during the quarter ended June 30, 2009. Foreign currency fluctuations negatively affected our equity earnings from PST by approximately $0.2 million during the quarter ended June 30, 2009 as compared to the quarter ended June 30, 2008.

Income (Loss) Before Income Taxes. Income (loss) before income taxes is summarized in the following table by reportable segment (in thousands).

                                        Three Months Ended
                                             June 30,              Dollar        Percent
                                         2009          2008       Decrease      Decrease

  Electronics                         $   (8,954 )   $ 12,984     $ (21,938 )      (169.0 ) %
  Control Devices                         (5,408 )       (985 )      (4,423 )      (449.0 ) %
  Other corporate activities                 301        1,739        (1,438 )       (82.7 ) %
  Corporate interest expense, net         (5,506 )     (4,992 )        (514 )       (10.3 ) %
  Income (loss) before income taxes   $  (19,567 )   $  8,746     $ (28,313 )      (323.7 ) %

The decrease in income (loss) before income taxes in the Electronics segment was primarily related to decreased revenue within our North American and European commercial vehicle markets and unfavorable product mix. Additionally, these factors were favorably affected by foreign exchange rates during the quarter ended June 30, 2009 when converting functional currency to United States Dollars.

The increase in loss before income taxes in the Control Devices reportable segment was primarily due to lower revenue within our North American light vehicle market.


The decrease in income before income taxes from other corporate activities was primarily due to the $2.0 million decrease in equity earnings from our PST joint venture. The decrease is partially offset by a decrease in compensation related expenses and the loss recognized on the purchase and retirement of $6.0 million in face value of our senior notes in the second quarter of 2008.

Income (loss) before income taxes by geographic location for the three months ended June 30, 2009 and 2008 is summarized in the following table (in thousands):

                                         Three Months Ended
                                              June 30,                           Dollar          Percent
                                  2009                        2008              Decrease        Decrease

North America           $ (13,053 )        66.7 %   $   8,215          93.9 %   $ (21,268 )      (258.9 ) %
Europe and other           (6,514 )        33.3           531           6.1        (7,045 )          NM
Income (loss) before
income taxes            $ (19,567 )       100.0 %   $   8,746         100.0 %   $ (28,313 )      (323.7 ) %

NM - not meaningful

The decrease in our profitability in North America was primarily attributable to lower sales volumes within our North American commercial and light vehicle markets during the quarter ended June 30, 2009. The decrease in profitability outside North America was primarily due to lower sales volumes during the quarter ended June 30, 2009.

Provision for Income Taxes. We recognized a provision for income taxes of $0.2 million, or (1.0)% of pre-tax loss, and $4.1 million, or 46.4% of the pre-tax income, for federal, state and foreign income taxes for the second quarters ended June 30, 2009 and 2008, respectively. As reported at December 31, 2008, the Company is in a cumulative loss position and provides a valuation allowance offsetting federal, state and certain foreign deferred tax assets. As a result, a tax benefit is not being provided for losses incurred in the first half of 2009, for federal, state and certain foreign jurisdictions. The inability to recognize a tax benefit for these losses and other deferred tax assets has a significant impact on our effective tax rate as well as the comparability of the current quarter and year-to-date effective tax rate to prior periods in which the Company had not recorded a federal valuation allowance. The difference in the effective tax rate for the three months ended June 30, 2009 compared to the three months ended June 30, 2008, was primarily attributable to the federal valuation allowance provided against the current year domestic loss which was partially offset by recording a tax benefit related to current period losses in certain foreign jurisdictions in which it is more likely than not that the benefit of those losses will be realized in the current year.

Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008

Net Sales. Net sales for our reportable segments, excluding inter-segment sales,
for the six months ended June 30, 2009 and 2008 are summarized in the following
table (in thousands):

                                      Six Months Ended
                                          June 30,                          Dollar         Percent
                               2009                      2008              Decrease       Decrease
    Electronics       $ 148,665        66.6 %   $ 282,632        67.9 %   $ (133,967 )     (47.4 ) %
    Control Devices      74,710        33.4       133,667        32.1        (58,957 )     (44.1 ) %
    Total net sales   $ 223,375       100.0 %   $ 416,299       100.0 %   $ (192,924 )     (46.3 ) %

The decrease in net sales for our Electronics segment was primarily due to volume declines in commercial vehicle production. Our net sales were negatively affected by foreign currency exchange rates of approximately $11.8 million between the two periods.


The decrease in net sales for our Control Devices segment was primarily attributable to production volume reductions at our major customers in the North American light vehicle market.

Net sales by geographic location for the six months ended June 30, 2009 and 2008 are summarized in the following table (in thousands):

                                      Six Months Ended
                                          June 30,                          Dollar         Percent
                               2009                      2008              Decrease       Decrease

   North America      $ 182,305        81.6 %   $ 303,299        72.9 %   $ (120,994 )     (39.9 ) %
   Europe and other      41,070        18.4       113,000        27.1        (71,930 )     (63.7 ) %
   Total net sales    $ 223,375       100.0 %   $ 416,299       100.0 %   $ (192,924 )     (46.3 ) %

The decrease in North American sales was primarily attributable to lower sales volume in our North American light vehicle and commercial vehicle markets. Our decrease in sales outside North America was primarily due to lower sales volume in the European commercial vehicle market and adverse foreign exchange rate movements.

Condensed consolidated statements of operations as a percentage of net sales for the six months ended June 30, 2009 and 2008 are presented in the following table (in thousands):

                                                         Six Months Ended
                                                             June 30,                             $ Increase /
                                                2009                          2008                 (Decrease)

Net Sales                              $ 223,375         100.0 %     $ 416,299         100.0 %   $     (192,924 )

Costs and Expenses:
Cost of goods sold                       190,504          85.3         315,128          75.7           (124,624 )
Selling, general and administrative       53,415          23.9          73,166          17.6            (19,751 )
Restructuring                              2,509           1.1           3,135           0.8               (626 )
                                                             -
Operating Income (Loss)                  (23,053 )       (10.3 )        24,870           5.9            (47,923 )

Interest expense, net                     11,035           4.9          10,252           2.5                783
Equity in earnings of investees           (1,478 )        (0.7 )        (6,835 )        (1.6 )            5,357
Loss on early extinguishment of debt           -             -             770           0.2               (770 )
Other expense, net                           645           0.3             278           0.1                367
                                                             -
Income (Loss) Before Income Taxes        (33,255 )       (14.8 )        20,405           4.7            (53,660 )

Provision (benefit) for income taxes      (1,911 )        (0.9 )         9,174           2.2            (11,085 )

Net Income (Loss)                      $ (31,344 )       (13.9 ) %   $  11,231           2.5 %   $      (42,575 )

Cost of Goods Sold. The increase in cost of goods sold as a percentage of sales was due to the significant decline in volume and a less favorable product mix related to our European commercial vehicle and North American commercial and light vehicle products during the six months ended June 30, 2009.

Selling, General and Administrative Expenses. Product development expenses included in SG&A were $18.0 million and $25.5 million for the six months ended June 30, 2009 and 2008, respectively. The decrease in design and development costs was caused by customers delaying new product launches in the near term as well as planned reductions in our design activities. The decrease in SG&A costs excluding product development expenses was due to lower employee related costs, primarily incentive compensation.


Restructuring Charges. Costs from our restructuring initiatives for the six months ended June 30, 2009 decreased compared to the first six months of 2008. Costs incurred during the six months ended June 30, 2009 related to restructuring initiatives amounted to approximately $2.5 million and were primarily comprised of one-time termination benefits. These restructuring actions were in response to the depressed conditions in the European and North American commercial vehicle markets as well as the North American automotive market. Restructuring charges for the first six months of 2008 were approximately $3.7 million and were comprised of one-time termination benefits and line-transfer expenses related to our initiative to improve the Company's manufacturing efficiency and cost position by ceasing manufacturing operations at our Sarasota, Florida, and Mitcheldean, United Kingdom locations. Restructuring expenses that were general and administrative in nature were included in the Company's condensed consolidated statements of operations as restructuring charges, while the remaining restructuring related expenses were included in cost of goods sold.

Restructuring charges, general and administrative in nature, recorded by reportable segment during the six months ended June 30, 2009 were as follows (in thousands):

                                                                                                      Total
                                                                                                  Consolidated
                                                                                                  Restructuring
                                                          Electronics       Control Devices          Charges

Severance costs                                          $       1,804     $             613     $         2,417
Contract termination costs                                          92                     -                  92
Total general and administrative restructuring charges   $       1,896     $             613     $         2,509

Severance costs related to a reduction in workforce. Contract termination cost represent costs associated with long-term lease objectives that were cancelled as part of the restructuring initiatives.

Restructuring charges, general and administrative in nature, recorded by reportable segment during the six months ended June 30, 2008 were as follows (in thousands):

                                                                                                      Total
                                                                                                  Consolidated
                                                                                                  Restructuring
                                                          Electronics       Control Devices          Charges

Severance costs                                          $       1,692     $             740     $         2,432
Other exit costs                                                    18                   685                 703
Total general and administrative restructuring charges   $       1,710     $           1,425     $         3,135

Other exit costs include miscellaneous expenditures associated with exiting business activities.

Equity in Earnings of Investees. The decrease in equity earnings of investees was predominately attributable to the decrease in equity earnings recognized from our PST joint venture. Equity earnings for PST declined from $6.4 million for the six months ended June 30, 2008 to $1.4 million for the six months ended June 30, 2009. The decrease primarily reflects lower volumes for PST's product lines and unfavorable exchange rates during the six months ended June 30, 2009. Foreign currency fluctuations negatively affected the Company's equity . . .

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