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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2025
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-13337
STONERIDGE, INC
(Exact name of registrant as specified in its charter)
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34-1598949 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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39675 MacKenzie Drive, Suite 400, Novi, Michigan |
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48377 |
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(248) 489-9300 |
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Registrant’s telephone number, including area code |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares, without par value |
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SRI |
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New York Stock Exchange |
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.
xYes oNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
xYes oNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
Accelerated filer x |
Non-accelerated filer o |
Smaller reporting company o |
Emerging growth company o |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). oYes xNo
The number of Common Shares, without par value, outstanding as of November 3, 2025 was 28,016,931.
STONERIDGE, INC. AND SUBSIDIARIES
Forward-Looking Statements
Portions of this report on Form 10-Q contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this report and may include statements regarding the intent, belief or current expectations of the Company, with respect to, among other things, our (i) future product and facility expansion, (ii) acquisition strategy, (iii) investments and new product development, (iv) growth opportunities related to awarded business and (v) operational expectations. Forward-looking statements may be identified by the words “will,” “may,” “should,” "could," "would," “designed to,” “believes,” “plans,” “projects,” “intends,” “expects,” “estimates,” “anticipates,” “continue,” and similar words and expressions. The forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other factors:
•the ability of our suppliers to supply us with parts and components at competitive prices on a timely basis, including the impact of potential tariffs and trade considerations on their operations and output;
•fluctuations in the cost and availability of key materials and components (including semiconductors, printed circuit boards, resin, aluminum, steel and copper) and our ability to offset cost increases through negotiated price increases with our customers or other cost reduction actions, as necessary;
•global economic trends, competition and geopolitical risks, including impacts from ongoing or potential global conflicts and any related sanctions and other measures, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and other countries;
•tariffs specifically in countries where we have significant direct or indirect manufacturing or supply chain exposure and our ability to either mitigate the impact of tariffs or pass any incremental costs to our customers;
•our ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions;
•the reduced purchases, loss, financial distress or bankruptcy of a major customer or supplier;
•the costs and timing of business realignment, facility closures or similar actions;
•a significant change in commercial, automotive, off-highway or agricultural vehicle production;
•competitive market conditions and resulting effects on sales and pricing;
•foreign currency fluctuations and our ability to manage those impacts;
•customer acceptance of new products;
•our ability to successfully launch/produce products for awarded business;
•adverse changes in laws, government regulations or market conditions affecting our products, our suppliers, or our customers’ products;
•our ability to protect our intellectual property and successfully defend against assertions made against us;
•liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;
•labor disruptions at our facilities, or at any of our significant customers or suppliers;
•business disruptions due to natural disasters or other disasters outside of our control;
•the amount of our indebtedness and the restrictive covenants contained in the agreements governing our indebtedness, including our revolving credit facility;
•capital availability or costs, including changes in interest rates;
•refinancing risk and access to capital markets and liquidity;
•the failure to achieve the successful integration of any acquired company or business;
•risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber-attack and other similar disruptions; and
•the items described in Part I, Item IA (“Risk Factors”) in the Company’s 2024
Form 10-K.
The forward-looking statements contained herein represent our estimates only as of the date of this filing and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, except as required by law, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements or otherwise.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
STONERIDGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
September 30, 2025 |
|
December 31, 2024 |
|
|
(Unaudited) |
|
|
| ASSETS |
|
|
|
|
| Current assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
53,988 |
|
|
$ |
71,832 |
|
Accounts receivable, less reserves of $583 and $1,060, respectively |
|
153,072 |
|
|
137,766 |
|
| Inventories, net |
|
145,449 |
|
|
151,337 |
|
| Prepaid expenses and other current assets |
|
31,806 |
|
|
26,579 |
|
| Total current assets |
|
384,315 |
|
|
387,514 |
|
| Long-term assets: |
|
|
|
|
| Property, plant and equipment, net |
|
100,477 |
|
|
97,667 |
|
| Intangible assets, net |
|
40,741 |
|
|
39,677 |
|
| Goodwill |
|
37,530 |
|
|
33,085 |
|
| Operating lease right-of-use asset |
|
13,481 |
|
|
10,050 |
|
| Investments and other long-term assets, net |
|
55,535 |
|
|
53,563 |
|
| Total long-term assets |
|
247,764 |
|
|
234,042 |
|
| Total assets |
|
$ |
632,079 |
|
|
$ |
621,556 |
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
|
| Current portion of debt |
|
$ |
947 |
|
|
$ |
— |
|
| Accounts payable |
|
101,773 |
|
|
83,478 |
|
| Accrued expenses and other current liabilities |
|
77,292 |
|
|
66,494 |
|
| Total current liabilities |
|
180,012 |
|
|
149,972 |
|
| Long-term liabilities: |
|
|
|
|
| Revolving credit facility |
|
170,194 |
|
|
201,577 |
|
| Deferred income taxes |
|
4,939 |
|
|
5,321 |
|
| Operating lease long-term liability |
|
9,514 |
|
|
6,484 |
|
| Other long-term liabilities |
|
16,225 |
|
|
12,942 |
|
| Total long-term liabilities |
|
200,872 |
|
|
226,324 |
|
| Shareholders' equity: |
|
|
|
|
Preferred Shares, without par value, 5,000 shares authorized, none issued |
|
— |
|
|
— |
|
Common Shares, without par value, 60,000 shares authorized, 28,966 and 28,966 shares issued and 28,018 and 27,695 shares outstanding at September 30, 2025 and December 31, 2024, respectively, with no stated value |
|
— |
|
|
— |
|
| Additional paid-in capital |
|
218,048 |
|
|
225,712 |
|
Common Shares held in treasury, 948 and 1,271 shares at September 30, 2025 and December 31, 2024, respectively, at cost |
|
(27,457) |
|
|
(38,424) |
|
| Retained earnings |
|
154,059 |
|
|
179,985 |
|
| Accumulated other comprehensive loss |
|
(93,455) |
|
|
(122,013) |
|
| Total shareholders' equity |
|
251,195 |
|
|
245,260 |
|
| Total liabilities and shareholders' equity |
|
$ |
632,079 |
|
|
$ |
621,556 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
STONERIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
| (in thousands, except per share data) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
| Net sales |
|
$ |
210,267 |
|
|
$ |
213,831 |
|
|
$ |
656,109 |
|
|
$ |
690,047 |
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
| Cost of goods sold |
|
167,498 |
|
|
169,340 |
|
|
518,105 |
|
|
543,459 |
|
| Selling, general and administrative |
|
31,594 |
|
|
26,533 |
|
|
96,125 |
|
|
88,832 |
|
| Design and development |
|
14,454 |
|
|
17,643 |
|
|
50,984 |
|
|
53,703 |
|
| Operating (loss) income |
|
(3,279) |
|
|
315 |
|
|
(9,105) |
|
|
4,053 |
|
| Interest expense, net |
|
3,801 |
|
|
3,604 |
|
|
10,102 |
|
|
11,039 |
|
| Equity in loss (earnings) of investee |
|
220 |
|
|
752 |
|
|
(124) |
|
|
1,081 |
|
| Other expense (income), net |
|
2,414 |
|
|
(384) |
|
|
5,378 |
|
|
(644) |
|
Loss before income taxes |
|
(9,714) |
|
|
(3,657) |
|
|
(24,461) |
|
|
(7,423) |
|
| (Benefit) provision for income taxes |
|
(343) |
|
|
3,413 |
|
|
1,465 |
|
|
2,987 |
|
| Net loss |
|
$ |
(9,371) |
|
|
$ |
(7,070) |
|
|
$ |
(25,926) |
|
|
$ |
(10,410) |
|
|
|
|
|
|
|
|
|
|
| Loss per share: |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.34) |
|
|
$ |
(0.26) |
|
|
$ |
(0.93) |
|
|
$ |
(0.38) |
|
| Diluted |
|
$ |
(0.34) |
|
|
$ |
(0.26) |
|
|
$ |
(0.93) |
|
|
$ |
(0.38) |
|
|
|
|
|
|
|
|
|
|
| Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
| Basic |
|
27,859 |
|
27,618 |
|
27,776 |
|
27,586 |
| Diluted |
|
27,859 |
|
27,618 |
|
27,776 |
|
27,586 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
STONERIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
| (in thousands) |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(9,371) |
|
|
$ |
(7,070) |
|
|
$ |
(25,926) |
|
|
$ |
(10,410) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income, net of tax: |
|
|
|
|
|
|
|
|
| Foreign currency translation |
|
(464) |
|
|
8,142 |
|
|
25,985 |
|
|
(5,191) |
|
| Unrealized (loss) gain on derivatives (1) |
|
(536) |
|
|
(943) |
|
|
2,573 |
|
|
(3,073) |
|
Other comprehensive (loss) income, net of tax |
|
(1,000) |
|
|
7,199 |
|
|
28,558 |
|
|
(8,264) |
|
|
|
|
|
|
|
|
|
|
| Comprehensive (loss) income |
|
$ |
(10,371) |
|
|
$ |
129 |
|
|
$ |
2,632 |
|
|
$ |
(18,674) |
|
|
|
|
|
|
|
| (1) |
Net of tax benefit of $143 and $251 for the three months ended September 30, 2025 and 2024, respectively. Net of tax expense (benefit) of $684 and $(817) for the nine months ended September 30, 2025 and 2024, respectively. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
STONERIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, (in thousands) |
|
2025 |
|
2024 |
|
|
|
|
|
| OPERATING ACTIVITIES: |
|
|
|
|
| Net loss |
|
$ |
(25,926) |
|
|
$ |
(10,410) |
|
| Adjustments to reconcile net loss to net cash provided by (used for) operating activities: |
|
|
|
|
| Depreciation |
|
17,968 |
|
|
19,695 |
|
| Amortization, including accretion of deferred financing costs |
|
7,121 |
|
|
6,812 |
|
| Deferred income taxes |
|
(6,560) |
|
|
(6,339) |
|
| (Earnings) loss of equity method investee |
|
(124) |
|
|
1,081 |
|
| Loss on sale of fixed assets |
|
88 |
|
|
257 |
|
| Share-based compensation expense |
|
3,659 |
|
|
3,092 |
|
| Excess tax deficiency related to share-based compensation expense |
|
469 |
|
|
263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in operating assets and liabilities: |
|
|
|
|
| Accounts receivable, net |
|
(4,823) |
|
|
6,042 |
|
| Inventories, net |
|
17,751 |
|
|
9,694 |
|
| Prepaid expenses and other assets |
|
1,450 |
|
|
4,949 |
|
| Accounts payable |
|
11,226 |
|
|
(13,127) |
|
| Accrued expenses and other liabilities |
|
2,893 |
|
|
6,508 |
|
| Net cash provided by operating activities |
|
25,192 |
|
|
28,517 |
|
|
|
|
|
|
| INVESTING ACTIVITIES: |
|
|
|
|
| Capital expenditures, including intangibles |
|
(15,653) |
|
|
(19,049) |
|
| Proceeds from sale of fixed assets |
|
338 |
|
|
312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investment in venture capital fund, net |
|
(272) |
|
|
(260) |
|
| Net cash used for investing activities |
|
(15,587) |
|
|
(18,997) |
|
|
|
|
|
|
| FINANCING ACTIVITIES: |
|
|
|
|
| Revolving credit facility borrowings |
|
36,000 |
|
|
98,000 |
|
| Revolving credit facility payments |
|
(70,691) |
|
|
(91,000) |
|
| Proceeds from issuance of debt |
|
15,376 |
|
|
24,277 |
|
| Repayments of debt |
|
(14,985) |
|
|
(26,364) |
|
|
|
|
|
|
| Repurchase of Common Shares to satisfy employee tax withholding |
|
(340) |
|
|
(780) |
|
| Net cash (used for) provided by financing activities |
|
(34,640) |
|
|
4,133 |
|
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents |
|
7,191 |
|
|
(356) |
|
| Net change in cash and cash equivalents |
|
(17,844) |
|
|
13,297 |
|
| Cash and cash equivalents at beginning of period |
|
71,832 |
|
|
40,841 |
|
|
|
|
|
|
| Cash and cash equivalents at end of period |
|
$ |
53,988 |
|
|
$ |
54,138 |
|
|
|
|
|
|
| Supplemental disclosure of cash flow information: |
|
|
|
|
| Cash paid for interest, net |
|
$ |
10,711 |
|
|
$ |
11,892 |
|
| Cash paid for income taxes, net |
|
$ |
8,440 |
|
|
$ |
8,429 |
|
| Capital expenditures included in accounts payable |
|
$ |
1,265 |
|
|
$ |
1,070 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
STONERIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands) |
|
Number of Common Shares outstanding |
|
Number of treasury shares |
|
Additional paid-in capital |
|
Common Shares held in treasury |
|
Retained earnings |
|
Accumulated other comprehensive loss |
|
Total shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BALANCE DECEMBER 31, 2023 |
|
27,549 |
|
1,417 |
|
$ |
227,340 |
|
|
$ |
(43,344) |
|
|
$ |
196,509 |
|
|
$ |
(92,788) |
|
|
$ |
287,717 |
|
| Net loss |
|
— |
|
— |
|
— |
|
|
— |
|
|
(6,126) |
|
|
— |
|
|
(6,126) |
|
| Unrealized gain on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
70 |
|
|
70 |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(4,879) |
|
|
(4,879) |
|
| Issuance of Common Shares |
|
154 |
|
(154) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(36) |
|
36 |
|
— |
|
|
3,958 |
|
|
— |
|
|
— |
|
|
3,958 |
|
| Share-based compensation, net |
|
— |
|
— |
|
(3,484) |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,484) |
|
| BALANCE MARCH 31, 2024 |
|
27,667 |
|
1,299 |
|
$ |
223,856 |
|
|
$ |
(39,386) |
|
|
$ |
190,383 |
|
|
$ |
(97,597) |
|
|
$ |
277,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
|
— |
|
— |
|
— |
|
|
— |
|
|
2,786 |
|
|
— |
|
|
2,786 |
|
| Unrealized loss on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(2,200) |
|
|
(2,200) |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(8,454) |
|
|
(8,454) |
|
| Issuance of Common Shares |
|
16 |
|
(16) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(4) |
|
4 |
|
— |
|
|
320 |
|
|
— |
|
|
— |
|
|
320 |
|
| Share-based compensation, net |
|
— |
|
— |
|
743 |
|
|
— |
|
|
— |
|
|
— |
|
|
743 |
|
| BALANCE JUNE 30, 2024 |
|
27,679 |
|
1,287 |
|
$ |
224,599 |
|
|
$ |
(39,066) |
|
|
$ |
193,169 |
|
|
$ |
(108,251) |
|
|
$ |
270,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
— |
|
— |
|
— |
|
|
— |
|
|
(7,070) |
|
|
— |
|
|
(7,070) |
|
| Unrealized loss on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(943) |
|
|
(943) |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
8,142 |
|
|
8,142 |
|
| Issuance of Common Shares |
|
18 |
|
(18) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(8) |
|
8 |
|
— |
|
|
425 |
|
|
— |
|
|
— |
|
|
425 |
|
| Share-based compensation, net |
|
— |
|
— |
|
345 |
|
|
— |
|
|
— |
|
|
— |
|
|
345 |
|
| BALANCE SEPTEMBER 30, 2024 |
|
27,689 |
|
1,277 |
|
$ |
224,944 |
|
|
$ |
(38,641) |
|
|
$ |
186,099 |
|
|
$ |
(101,052) |
|
|
$ |
271,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE DECEMBER 31, 2024 |
|
27,695 |
|
1,271 |
|
$ |
225,712 |
|
|
$ |
(38,424) |
|
|
$ |
179,985 |
|
|
$ |
(122,013) |
|
|
$ |
245,260 |
|
| Net loss |
|
— |
|
— |
|
— |
|
|
— |
|
|
(7,196) |
|
|
— |
|
|
(7,196) |
|
| Unrealized gain on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,343 |
|
|
1,343 |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
12,783 |
|
|
12,783 |
|
| Issuance of Common Shares |
|
192 |
|
(192) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(41) |
|
41 |
|
— |
|
|
5,488 |
|
|
— |
|
|
— |
|
|
5,488 |
|
| Share-based compensation, net |
|
— |
|
— |
|
(4,582) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,582) |
|
| BALANCE MARCH 31, 2025 |
|
27,846 |
|
1,120 |
|
$ |
221,130 |
|
|
$ |
(32,936) |
|
|
$ |
172,789 |
|
|
$ |
(107,887) |
|
|
$ |
253,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
— |
|
— |
|
— |
|
|
— |
|
|
(9,359) |
|
|
— |
|
|
(9,359) |
|
| Unrealized gain on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,766 |
|
|
1,766 |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
13,666 |
|
|
13,666 |
|
| Issuance of Common Shares |
|
168 |
|
(168) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(11) |
|
11 |
|
— |
|
|
4,895 |
|
|
— |
|
|
— |
|
|
4,895 |
|
| Share-based compensation, net |
|
— |
|
— |
|
(3,548) |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,548) |
|
| BALANCE JUNE 30, 2025 |
|
28,003 |
|
963 |
|
$ |
217,582 |
|
|
$ |
(28,041) |
|
|
$ |
163,430 |
|
|
$ |
(92,455) |
|
|
$ |
260,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
— |
|
— |
|
— |
|
|
— |
|
|
(9,371) |
|
|
— |
|
|
(9,371) |
|
| Unrealized loss on derivatives, net |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(536) |
|
|
(536) |
|
| Currency translation adjustments |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(464) |
|
|
(464) |
|
| Issuance of Common Shares |
|
22 |
|
(22) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Repurchased Common Shares for treasury, net |
|
(7) |
|
7 |
|
— |
|
|
584 |
|
|
— |
|
|
— |
|
|
584 |
|
| Share-based compensation, net |
|
— |
|
— |
|
466 |
|
|
— |
|
|
— |
|
|
— |
|
|
466 |
|
| BALANCE SEPTEMBER 30, 2025 |
|
28,018 |
|
948 |
|
$ |
218,048 |
|
|
$ |
(27,457) |
|
|
$ |
154,059 |
|
|
$ |
(93,455) |
|
|
$ |
251,195 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(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 “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 (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2024
Form 10-K.
Reclassifications
Certain prior period amounts have been reclassified to conform to their 2025 presentation in the condensed consolidated financial statements.
(2) Recently Issued Accounting Standards
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be adopted on a prospective basis; however, retrospective application is permitted. This ASU will modify the Company's financial statement disclosures, but will
not have a significant impact on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures,” which requires companies to disclose certain costs and expenses within the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact on our annual consolidated financial statement disclosures.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which allows entities to use a simplified approach when estimating credit losses for current accounts receivable and contract assets arising from revenue transactions. The standard update permits consideration of collections after the balance sheet date when estimating expected credit losses, and allows consideration of subsequent collections when estimating credit losses, reducing documentation burden. The standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2025. We are currently evaluating the impact on our annual consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles based recognition threshold. The standard also creates a new capitalization criteria that clarifies capitalization when funding is authorized by management and is probable to be completed and used. The standard is effective for annual and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact on our annual consolidated financial statements and disclosures.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
(3) Revenue
Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services, which is usually when the parts are shipped or delivered to the customer’s premises. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The transaction price will include estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Incidental items that are not significant in the context of the contract are recognized as expense. The expected costs associated with our base warranties continue to be recognized as expense when the products are sold. Customer returns only occur if products do not meet the specifications of the contract and are not connected to any repurchase obligations of the Company.
The Company does not have any financing components or significant payment terms as payment occurs shortly after the point of sale. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Amounts billed to customers related to shipping and handling costs are included in net sales in the condensed consolidated statements of operations. Shipping and handling costs associated with outbound freight after control over a product is transferred to the customer are accounted for as a fulfillment cost and are included in cost of sales.
Revenue by Reportable Segment
Control Devices. Our Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle. This segment includes product lines such as actuators, sensors, switches and connectors. We sell these products principally to the automotive market in the North American and Asia Pacific regions. To a lesser extent, we also sell these products to the commercial vehicle and agricultural markets in the North American and Asia Pacific regions. Our customers included in these markets primarily consist of original equipment manufacturers (“OEM”) and companies supplying components directly to the OEMs (“Tier 1 supplier”).
Electronics. Our Electronics segment designs and manufactures advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. These products are sold principally to the commercial and off-highway vehicle markets primarily through our OEM and aftermarket channels in the European, North American and Asia Pacific regions. Our vision and safety systems are sold principally to the commercial vehicle and off-highway vehicle markets in the European and North American regions.
Stoneridge Brazil. Our Stoneridge Brazil segment primarily serves the South American region and specializes in the design, manufacture and sale of vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices. Stoneridge Brazil sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services and directly to OEMs. In addition, monitoring services and tracking devices are sold directly to corporate customers and individual consumers.
The following tables disaggregate our revenue by reportable segment and geographical location(1) for the three months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Devices |
|
Electronics |
|
Stoneridge Brazil |
|
Consolidated |
| Three months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North America |
|
$ |
61,474 |
|
|
$ |
60,661 |
|
|
$ |
35,518 |
|
|
$ |
48,734 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
96,992 |
|
|
$ |
109,395 |
|
| South America |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,142 |
|
|
13,219 |
|
|
17,142 |
|
|
13,219 |
|
| Europe |
|
— |
|
|
— |
|
|
84,792 |
|
|
77,751 |
|
|
— |
|
|
— |
|
|
84,792 |
|
|
77,751 |
|
| Asia Pacific |
|
10,155 |
|
|
12,468 |
|
|
1,186 |
|
|
998 |
|
|
— |
|
|
— |
|
|
11,341 |
|
|
13,466 |
|
| Total net sales |
|
$ |
71,629 |
|
|
$ |
73,129 |
|
|
$ |
121,496 |
|
|
$ |
127,483 |
|
|
$ |
17,142 |
|
|
$ |
13,219 |
|
|
$ |
210,267 |
|
|
$ |
213,831 |
|
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
The following tables disaggregate our revenue by reportable segment and geographical location(1) for the nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Devices |
|
Electronics |
|
Stoneridge Brazil |
|
Consolidated |
| Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North America |
|
$ |
178,742 |
|
|
$ |
193,874 |
|
|
$ |
123,892 |
|
|
$ |
155,151 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
302,634 |
|
|
$ |
349,025 |
|
| South America |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
46,276 |
|
|
37,084 |
|
|
46,276 |
|
|
37,084 |
|
| Europe |
|
— |
|
|
— |
|
|
271,983 |
|
|
264,739 |
|
|
— |
|
|
— |
|
|
271,983 |
|
|
264,739 |
|
| Asia Pacific |
|
32,131 |
|
|
36,312 |
|
|
3,085 |
|
|
2,887 |
|
|
— |
|
|
— |
|
|
35,216 |
|
|
39,199 |
|
| Total net sales |
|
$ |
210,873 |
|
|
$ |
230,186 |
|
|
$ |
398,960 |
|
|
$ |
422,777 |
|
|
$ |
46,276 |
|
|
$ |
37,084 |
|
|
$ |
656,109 |
|
|
$ |
690,047 |
|
_______________________
(1)Company sales based on geographic location are where the sale originates not where the customer is located.
Performance Obligations
For OEM and Tier 1 supplier customers, the Company typically enters into contracts to provide serial production parts that consist of a set of documents including, but not limited to, an award letter, master purchase agreement and master terms and conditions. For each production product, the Company enters into separate purchase orders that contain the product specifications and an agreed-upon price. The performance obligation does not exist until a customer release is received for a specific number of parts. The majority of the parts sold to OEM and Tier 1 supplier customers are customized to the specific customer, with the exception of camera monitoring systems (“CMS”) sold through our aftermarket channel that are mostly common across all customers. The transaction price is equal to the contracted price per part and there is no expectation of material variable consideration in the transaction price. For most customer contracts, the Company does not have an enforceable right to payment at any time prior to when the parts are shipped or delivered to the customer; therefore, the Company recognizes revenue at the point in time it satisfies a performance obligation by transferring control of a part to the customer. Certain customer contracts contain an enforceable right to payment if the customer terminates the contract for convenience and therefore are recognized over time using the cost to complete input method.
Our aftermarket products, including accessories and replacement parts, are focused on meeting the demand for safety, compliance and entertainment applications and are sold primarily to aftermarket distributors in our South American and European markets, as well as direct to aftermarket customers in North America. Aftermarket products have one type of performance obligation, which is the delivery of aftermarket parts and spare parts. For aftermarket customers, the Company typically has standard terms and conditions for all customers. In addition, aftermarket products have alternative use as they can be sold to multiple customers. Revenue for aftermarket part production contracts is recognized at a point in time when the control of the parts transfers to the customer, which is based on the shipping terms. Aftermarket contracts may include variable consideration related to discounts and rebates, which is included in the transaction price upon recognizing the product revenue.
A small portion of the Company’s sales are comprised of monitoring services that include both monitoring devices and fees to individual, corporate, fleet and cargo customers in our Stoneridge Brazil segment. These monitoring service contracts are generally not capable of being distinct and are accounted for as a single performance obligation. We recognize revenue for our monitoring products and services contracts over the life of the contract. There is no variable consideration associated with these contracts. The Company has the right to consideration from a customer in the amount that corresponds directly with the value to the customer of the Company’s performance to date. Therefore, the Company recognizes revenue over time using the practical expedient ASC 606-10-55-18 in the amount the Company has a “right to invoice” rather than selecting an output or input method.
Contract Balances
The Company had no material contract assets, contract liabilities or capitalized contract acquisition costs as of September 30, 2025 and December 31, 2024.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
(4) Inventories
Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or net realizable value. The Company evaluates and adjusts as necessary its excess and obsolescence reserve 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 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
| Raw materials |
|
$ |
102,649 |
|
|
$ |
108,283 |
|
| Work-in-progress |
|
8,548 |
|
|
7,627 |
|
| Finished goods |
|
34,252 |
|
|
35,427 |
|
| Total inventories, net |
|
$ |
145,449 |
|
|
$ |
151,337 |
|
Inventory valued using the FIFO method was $129,856 and $138,420 at September 30, 2025 and December 31, 2024, respectively. Inventory valued using the average cost method was $15,593 and $12,917 at September 30, 2025 and December 31, 2024, respectively.
(5) Financial Instruments and Fair Value Measurements
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 fair value of debt approximates the carrying value of debt, due to the variable interest rate on our Credit Facility and the maturity of outstanding debt.
Derivative Instruments and Hedging Activities
On September 30, 2025, the Company had open Mexican peso-denominated foreign currency forward contracts. The Company used foreign currency forward contracts solely for hedging and not for speculative purposes during 2025 and 2024. 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.
Foreign Currency Exchange Rate Risk
Foreign currency transactions are remeasured into the functional currency using translation rates in effect at the time of the transaction with the resulting adjustments included on the condensed consolidated statements of operations within other expense (income), net. These foreign currency transaction losses (gains), including the impact of hedging activities, were $2,405 and $(320) for the three months ended September 30, 2025 and 2024, respectively, and $5,368 and $(646) for the nine months ended September 30, 2025 and 2024, respectively.
The Company conducts business internationally and, therefore, is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow hedges to manage its exposure to fluctuations in foreign currency exchange rates by reducing the effect of such fluctuations on foreign currency denominated intercompany transactions, inventory purchases and other foreign currency exposures.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
Cash Flow Hedges
The Company entered into foreign currency forward contracts to hedge the Mexican peso currency in 2025 and 2024. These forward contracts were executed to hedge forecasted transactions and have been accounted for as cash flow hedges. As such, gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated other comprehensive loss, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated other comprehensive loss fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. The cash flow hedges were highly effective. The effectiveness of the transactions was measured using regression analysis and forecasted future purchases of the currency.
In certain instances, the foreign currency forward contracts may not qualify for hedge accounting or are not designated as hedges and, therefore, 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. At September 30, 2025, all of the Company’s foreign currency forward contracts were designated as cash flow hedges.
The Company’s foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows:
Mexican peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedges
The Company holds Mexican peso-denominated foreign currency forward contracts with a notional amount at September 30, 2025 of $6,418, which expire ratably on a monthly basis from October 2025 to December 2025. The notional amounts at December 31, 2024 related to Mexican peso-denominated foreign currency forward contracts were $32,339.
The Company evaluated the effectiveness of the Mexican peso denominated forward contracts held as of September 30, 2025 and concluded that the hedges were highly effective.
The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amounts (A) |
|
Prepaid expenses and other current assets |
|
Accrued expenses and other current liabilities |
|
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
|
September 30, 2025 |
|
December 31, 2024 |
| Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
| Forward currency contracts |
|
$ |
6,418 |
|
|
$ |
32,339 |
|
|
$ |
828 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
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_____________________________
(A)Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
Gross amounts recorded for the cash flow hedges in other comprehensive (loss) income and in net loss for the three months ended September 30 were as follows:
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|
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|
|
Gain (loss) recorded in other
comprehensive (loss) income
|
|
Gain (loss) reclassified from
other comprehensive (loss) income into net loss (A)
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
|
| Forward currency contracts |
$ |
315 |
|
|
$ |
(1,629) |
|
|
$ |
994 |
|
|
$ |
(435) |
|
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|
|
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_____________________________
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|
|
| (A) |
Gains (losses) reclassified from other comprehensive (loss) income into net loss recognized in selling, general and administrative expenses (“SG&A”) in the Company’s condensed consolidated statements of operations were $320 and $(142) for the three months ended September 30, 2025 and 2024, respectively. Gains (losses) reclassified from other comprehensive (loss) income into net loss recognized in cost of goods sold (“COGS”) in the Company’s condensed consolidated statements of operations were $674 and $(293) for the three months ended September 30, 2025 and 2024, respectively. |
Gross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net loss for the nine months ended September 30 were as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) recorded in other
comprehensive income (loss)
|
|
Gain reclassified from
other comprehensive income (loss) into net loss (A)
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Derivatives designated as cash flow hedges: |
|
|
|
|
|
|
|
| Forward currency contracts |
$ |
3,682 |
|
$ |
(3,257) |
|
$ |
425 |
|
$ |
633 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
| (A) |
Gains reclassified from other comprehensive income (loss) into net loss recognized in SG&A in the Company’s condensed consolidated statements of operations were $194 and $109 for the nine months ended September 30, 2025 and 2024, respectively. Gains reclassified from other comprehensive income (loss) into net loss recognized in COGS in the Company’s condensed consolidated statements of operations were $231 and $524 for the nine months ended September 30, 2025 and 2024, respectively. |
Cash flows from derivatives used to manage foreign currency exchange risks are classified as operating activities within the condensed consolidated statements of cash flows.
Fair Value Measurements
Certain assets and liabilities held by the Company are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of the inputs used. Fair values estimated using Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values estimated using Level 2 inputs, other than quoted prices, 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 forward currency and cross-currency contracts, inputs include forward foreign currency exchange rates. Fair values estimated using Level 3 inputs consist of significant unobservable inputs.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the three levels of the fair value hierarchy based on the reliability of inputs used.
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|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
|
|
|
Fair values estimated using |
|
|
|
Fair value |
|
Level 1 inputs |
|
Level 2 inputs |
|
Level 3 inputs |
|
Fair value |
| Financial assets carried at fair value: |
|
|
|
|
|
|
|
|
|
| Forward currency contracts |
$ |
828 |
|
|
$ |
— |
|
|
$ |
828 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total financial assets carried at fair value |
$ |
828 |
|
|
$ |
— |
|
|
$ |
828 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities carried at fair value: |
|
|
|
|
|
|
|
|
|
| Forward currency contracts |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total financial liabilities carried at fair value |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,429 |
|
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the nine months ended September 30, 2025.
(6) Share-Based Compensation
Compensation expense for share-based compensation arrangements, which is recognized in the condensed consolidated statements of operations as a component of SG&A expense, was $1,099 and $885 for the three months ended September 30, 2025 and 2024, respectively. Compensation expense for share-based compensation arrangements was $3,659 and $3,092 for the nine months ended September 30, 2025 and 2024, respectively.
(7) Debt
Debt consisted of the following at September 30, 2025 and December 31, 2024:
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|
|
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|
|
|
September 30, 2025 |
|
December 31, 2024 |
|
Interest rate at September 30, 2025 |
|
Maturity |
| Revolving Credit Facility |
|
|
|
|
|
|
|
|
| Revolving Credit Facility |
|
$ |
170,194 |
|
|
$ |
201,577 |
|
|
7.48 |
% |
|
November 2026 |
|
|
|
|
|
|
|
|
|
| Debt |
|
|
|
|
|
|
|
|
| Sweden short-term credit line |
|
947 |
|
|
— |
|
|
4.76 |
% |
|
October 2025 |
|
|
|
|
|
|
|
|
|
| Total debt |
|
947 |
|
|
— |
|
|
|
|
|
| Less: current portion |
|
(947) |
|
|
— |
|
|
|
|
|
| Total long-term debt, net |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
Revolving Credit Facility
On November 2, 2023, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Credit Facility”). The Credit Facility provides for a $275,000 senior secured revolving credit facility and it replaced and superseded the Fourth Amended and Restated Credit Agreement. The Credit Facility has an accordion feature, which allows the Company to increase the availability by up to $150,000 upon the satisfaction of certain conditions, including the consent of lenders providing the increase in commitments, and also includes a letter of credit subfacility, swing line subfacility and multicurrency subfacility. The Credit Facility has a termination date of November 2, 2026. Borrowings under the Credit Facility bear interest at either the Base Rate or the SOFR rate, at the Company’s option, plus the applicable margin as set forth in the Credit Facility. The Credit Facility contains certain financial covenants that require the Company to maintain less than a maximum leverage ratio and more than a minimum interest coverage ratio.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
The Credit Facility contains customary affirmative covenants and representations. The Credit Facility also contains customary negative covenants, which, among other things, are subject to certain exceptions, including restrictions on (i) indebtedness, (ii) liens, (iii) liquidations, mergers, consolidations and acquisitions, (iv) disposition of assets or subsidiaries, (v) affiliate transactions, (vi) continuation of or change in business, (vii) restricted payments, (viii) restrictions in agreements on dividends, intercompany loans and granting liens on the collateral, (ix) loans and investments and (x) changes in organizational documents and fiscal year. The Credit Facility contains customary events of default, subject to customary thresholds and exceptions, including, among other things, (i) non-payment of principal and non-payment of interest and fees, (ii) a material inaccuracy of a representation or warranty at the time made, (iii) a failure to comply with any covenant, subject to customary grace periods in the case of certain affirmative covenants, (iv) cross default of other debt, final judgments and other adverse orders in excess of $30,000, (v) any loan document shall cease to be a legal, valid and binding agreement, (vi) certain uninsured losses or proceedings against assets with a value in excess of $30,000, (vii) ERISA events, (viii) a change of control, or (ix) bankruptcy or insolvency proceedings.
On February 26, 2025, the Company entered into Amendment No. 1 to the Fifth Amended and Restated Credit Agreement and Waiver (“Amendment No. 1”). Amendment No. 1 provides for certain covenant relief and restrictions during the “Covenant Relief Period” (the period ending on the date that the Company delivers a compliance certificate for the quarter ending December 31, 2025). During the Covenant Relief Period:
•the maximum leverage ratio of 3.50 was increased to 6.00 for the quarter ended March 31, 2025, 5.50 for the quarter ended June 30, 2025, 4.50 for the quarter ended September 30, 2025 and 3.50 for the quarter ended December 31, 2025;
•the minimum interest coverage ratio of 3.50 was waived for the quarter ended December 31, 2024 and was reduced to 2.00 for the quarters ended March 31 and June 30, 2025, and 2.50 and 3.50 for the quarters ended September 30, 2025 and December 31, 2025, respectively;
•the Company’s aggregate amount of cash and cash equivalents, defined as 100% of North American and 65% of foreign cash balances, cannot exceed $70,000;
•the sale of significant assets (as defined) will require repayment in the amount of any net cash proceeds received and result in the reduction of the Credit Facility commitment, at the lesser of $100,000 or the net cash proceeds;
•there were certain restrictions on Restricted Payments (as defined); and
•a Permitted Acquisition (as defined) could not be consummated unless otherwise approved in writing by the required lenders.
Amendment No. 1 added an additional level to the leverage ratio based pricing grid, through maturity, when the leverage ratio is greater than 3.50.
On November 5, 2025, the Company entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement (“Amendment No. 2”). Amendment No. 2 amends the Credit Facility and provides for certain covenant relief and restrictions through the Credit Facility's termination date of November 2, 2026. Amendment No. 2 supersedes certain terms of the Credit Facility and Amendment No. 1 beginning November 5, 2025 and ending at the Credit Facility's termination date of November 2, 2026. Amendment No. 2 amends certain Credit Facility terms and provides covenant relief as follows:
•borrowing capacity is reduced from $275,000 to $225,000;
•the sale of the Control Devices business (as defined) is a permitted transaction and upon notice will result in the reduction of the Credit Facility commitment, at the lesser of $50,000 or the net cash proceeds of this transaction;
•the current minimum interest coverage ratio of 2.5 was extended through the quarter ending March 31, 2026 and increased to 3.5 for the quarter ended June 30, 2026 and thereafter;
◦if the Control Devices business sale is consummated, the minimum interest coverage ratio will increase to 3.5 as of the last day of the first full quarter ending after the sale and thereafter; and
•the maximum leverage ratio of 4.5 for the quarter ended September 30, 2025 and 3.5 for the quarter ended December 31, 2025 and thereafter remains unchanged.
Our Credit Facility matures on November 2, 2026, which is within twelve months of the issuance of the accompanying unaudited condensed consolidated financial statements, and will become current in the fourth quarter of 2025. The Company expects to refinance its Credit Facility. While there can be no assurance that the Company will refinance the current Credit Facility, the Company anticipates that the refinancing will occur prior to the issuance of the financial statements for the year ending December 31, 2025. The Company’s ability to continue as a going concern is contingent upon its ability to refinance its Credit Facility.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
As a result of entering into Amendment No.1, the Company capitalized $561 of deferred financing costs during the nine months ended September 30, 2025.
Borrowings outstanding on the Credit Facility were $170,194 and $201,577 at September 30, 2025 and December 31, 2024, respectively.
The Company was in compliance with all Credit Facility covenants at September 30, 2025 and December 31, 2024.
The Company also has outstanding letters of credit of $1,506 at September 30, 2025 and $1,571 at December 31, 2024.
Debt
The Company’s wholly owned subsidiary located in Stockholm, Sweden (the “Stockholm subsidiary”), has an overdraft credit line that allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20,000 Swedish krona, or $2,127 and $1,809, at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 there was 8,909 Swedish krona, or $947 outstanding on this overdraft credit line. At December 31, 2024, there were no borrowings outstanding on this overdraft credit line. During the nine months ended September 30, 2025, the subsidiary borrowed 153,773 Swedish krona, or $16,352, and repaid 144,864 Swedish krona, or $15,405. The Stockholm subsidiary has pledged certain of its assets as collateral in order to obtain a guarantee of certain of the Stockholm subsidiary’s obligations to third parties.
The Company’s wholly owned subsidiary located in Suzhou, China (the “Suzhou subsidiary”), has lines of credit (the “Suzhou credit lines”) that allow up to a maximum borrowing level of 50,000 Chinese yuan, or $7,023 at September 30, 2025 and 20,000 Chinese yuan, or $2,740 at December 31, 2024. At September 30, 2025 and December 31, 2024 there were $0 in borrowings outstanding on the Suzhou credit lines. In addition, the Suzhou subsidiary has a bank acceptance draft line of credit which facilitates the extension of trade payable payment terms by 180 days. The bank acceptance draft line of credit allows up to a maximum borrowing level of 30,000 Chinese yuan, or $4,214 at September 30, 2025. At September 30, 2025 there were $0 in borrowings outstanding on the bank acceptance draft line of credit.
(8) Loss Per Share
Basic loss per share was computed by dividing net loss by the weighted-average number of Common Shares outstanding for each respective period. Diluted loss per share was calculated by dividing net loss by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. However, for all periods in which the Company recognized a net loss, the Company did not recognize the effect of the potential dilutive securities as their inclusion would be anti-dilutive. Potential dilutive shares of 436,454 and 237,870 for the three months ended September 30, 2025 and 2024, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive. Potential dilutive shares of 253,061 and 244,471 for the nine months ended September 30, 2025 and 2024, respectively, were excluded from diluted loss per share because the effect would be anti-dilutive.
Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Basic weighted-average Common Shares outstanding |
27,859,140 |
|
27,617,663 |
|
27,775,810 |
|
27,585,904 |
| Effect of dilutive shares |
— |
|
— |
|
— |
|
— |
| Diluted weighted-average Common Shares outstanding |
27,859,140 |
|
27,617,663 |
|
27,775,810 |
|
27,585,904 |
There were 912,765 and 612,886 performance-based right to receive Common Shares outstanding at September 30, 2025 and 2024, respectively. The right to receive Common Shares are included in the computation of diluted earnings per share, to the extent they are not anti-dilutive, based on the number of Common Shares that would be issuable if the end of the quarter were the end of the performance period.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
(9) Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
Unrealized gain (loss) on derivatives |
|
Total |
| Balance at July 1, 2025 |
$ |
(93,646) |
|
|
$ |
1,191 |
|
|
$ |
(92,455) |
|
Other comprehensive (loss) income before reclassifications |
(464) |
|
|
249 |
|
|
(215) |
|
| Amounts reclassified from accumulated other comprehensive loss |
— |
|
|
(785) |
|
|
(785) |
|
Net other comprehensive loss, net of tax |
(464) |
|
|
(536) |
|
|
(1,000) |
|
| Balance at September 30, 2025 |
$ |
(94,110) |
|
|
$ |
655 |
|
|
$ |
(93,455) |
|
|
|
|
|
|
|
| Balance at July 1, 2024 |
$ |
(107,589) |
|
|
$ |
(662) |
|
|
$ |
(108,251) |
|
Other comprehensive income (loss) before reclassifications |
8,142 |
|
|
(1,287) |
|
|
6,855 |
|
Amounts reclassified from accumulated other comprehensive loss |
— |
|
|
344 |
|
|
344 |
|
Net other comprehensive income (loss) net of tax |
8,142 |
|
|
(943) |
|
|
7,199 |
|
| Balance at September 30, 2024 |
$ |
(99,447) |
|
|
$ |
(1,605) |
|
|
$ |
(101,052) |
|
Changes in accumulated other comprehensive loss for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
Unrealized gain (loss) on derivatives |
|
Total |
| Balance at January 1, 2025 |
$ |
(120,095) |
|
|
$ |
(1,918) |
|
|
$ |
(122,013) |
|
| Other comprehensive income before reclassifications |
25,985 |
|
|
2,909 |
|
|
28,894 |
|
| Amounts reclassified from accumulated other comprehensive loss |
— |
|
|
(336) |
|
|
(336) |
|
| Net other comprehensive income, net of tax |
25,985 |
|
|
2,573 |
|
|
28,558 |
|
| Balance at September 30, 2025 |
$ |
(94,110) |
|
|
$ |
655 |
|
|
$ |
(93,455) |
|
|
|
|
|
|
|
| Balance at January 1, 2024 |
$ |
(94,256) |
|
|
$ |
1,468 |
|
|
$ |
(92,788) |
|
| Other comprehensive loss before reclassifications |
(5,191) |
|
|
(2,573) |
|
|
(7,764) |
|
| Amounts reclassified from accumulated other comprehensive loss |
— |
|
|
(500) |
|
|
(500) |
|
| Net other comprehensive loss, net of tax |
(5,191) |
|
|
(3,073) |
|
|
(8,264) |
|
| Balance at September 30, 2024 |
$ |
(99,447) |
|
|
$ |
(1,605) |
|
|
$ |
(101,052) |
|
(10) Commitments and Contingencies
From time to time, we are subject to various legal actions and claims incidental to our business, including those arising out of breach of contracts, product warranties, product liability, patent infringement, regulatory matters and employment-related matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, the Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on its consolidated results of operations or financial position.
As a result of environmental studies performed at the Company’s former facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the site. The Company engaged an environmental engineering consultant to assess the level of contamination and to develop a remediation and monitoring plan for the site. Soil remediation at the site was completed during the year ended December 31, 2010. A remedial action plan was approved by the Florida Department of Environmental Protection and groundwater remediation began in the fourth quarter of 2015.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
During the three and nine months ended September 30, 2025 and 2024, the Company did not recognize any expense related to groundwater remediation. At September 30, 2025 and December 31, 2024, the Company had accrued liabilities of $213 and $244, respectively, related to expected future remediation costs. At September 30, 2025 and December 31, 2024, $113 and $144, respectively, were recorded as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets while the remaining amounts as of September 30, 2025 and December 31, 2024 were recorded as a component of other long-term liabilities. Costs associated with the recorded liability will be incurred to complete the groundwater remediation and monitoring. The recorded liability is based on assumptions in the remedial action plan as well as estimates for future remediation activities. Although the Company sold the Sarasota facility and related property in December 2011, the liability to remediate the site contamination remains the responsibility of the Company. Due to the ongoing site remediation, the Company is currently required to maintain a $1,489 letter of credit for the benefit of the buyer.
The Company’s Stoneridge Brazil subsidiary has civil, labor, environmental and other tax contingencies (excluding income tax) for which the likelihood of loss is deemed to be reasonably possible, but not probable, by the Company’s legal advisors in Brazil. As a result, no provision has been recorded with respect to these contingencies, which amounted to R$48,378 ($9,097) and R$42,834 ($6,918) at September 30, 2025 and December 31, 2024, respectively. An unfavorable outcome on these contingencies could result in significant cost to the Company and adversely affect its results of operations and cash flows.
On August 12, 2020, the Brazilian Administrative Counsel for Economic Defense (“CADE”) issued a ruling against Stoneridge Brazil for abuse of dominance and market foreclosure through its prior use of exclusivity provisions in agreements with its distributors. The CADE tribunal imposed a R$7,995 ($1,503) fine which is included in the reasonably possible contingencies noted above. The Company continues to challenge this ruling in Brazilian federal court to reverse this decision by the CADE tribunal.
Long Term Supply Commitment
In 2022, the Company entered into a long term supply agreement, as amended, with a supplier for the purchase of certain electronic semiconductor components through December 31, 2030. Pursuant to the agreement, the Company paid capacity deposits of $1,000 each in December 2022 and June 2023. The capacity deposits are recognized in prepaid and other current assets on our condensed consolidated balance sheets and amortized ratably based on purchases over the life of the purchase commitment. This long term supply agreement requires the Company to purchase minimum annual volumes while requiring the supplier to sell these components at a fixed price. The Company purchased $114 and $1,840 of these components during the three months ended September 30, 2025 and 2024, respectively, and $114 and $2,662 during the nine months ended September 30, 2025 and 2024, respectively. The Company is required to purchase $5,571, $6,314, $7,463, $8,313, $841 and $1,492 of these components in each of the years 2025 through 2030, respectively. We evaluate our long-term supply agreement on a continuous basis in the context of customer demand and overall market dynamics. Part of that evaluation process has resulted in re-negotiating minimum annual volumes in the past. Should customer demand and market dynamics require us to re-evaluate our long-term supply commitments, we intend to engage with the supplier to negotiate an amendment to the long term supply agreement and amend the supply commitments to align with current market conditions.
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 existing and future 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. Our estimate is based on historical trends of units sold and claim payment amounts, combined with our current understanding of the status of existing claims, forecasts of the resolution of existing claims, expected future claims on products sold and commercial discussions with our customers. The key factors in our estimate are the warranty period and the customer source. The Company can provide no assurances that it will not experience material claims or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued. The current portion of the product warranty and recall reserve is included as a component of accrued expenses and other current liabilities on the condensed consolidated balance sheets. Product warranty and recall reserve included $13,885 and $10,675 of a long-term liability at September 30, 2025 and December 31, 2024, respectively, which is included as a component of other long-term liabilities on the condensed consolidated balance sheets.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
In 2023, the Company received a demand for arbitration from one of our customers seeking recovery for warranty claims related to past sales of PM sensor products, a Control Devices product line we exited in 2019. In March 2024, pursuant to the arbitration process, the customer submitted a formal statement of claim notification for 29,340 euro ($34,425). In May 2024, the Company responded with a formal statement of defense denying responsibility for the claim. Based on our review of the technical and legal merits, we believe these warranty claims lack substantive merit and are significantly overstated. The Company continues to vigorously defend this matter in private arbitration. While no assurances can be made as to the ultimate outcome of this matter, or any other future claims, we do not currently believe a material loss is probable.
The following provides a reconciliation of changes in product warranty and recall reserve liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
|
2025 |
|
2024 |
| Product warranty and recall reserve at beginning of period |
|
$ |
27,523 |
|
|
$ |
21,610 |
|
| Accruals for warranties established during period |
|
11,790 |
|
|
13,789 |
|
| Aggregate changes in pre-existing liabilities due to claim developments |
|
1,973 |
|
|
416 |
|
| Settlements made during the period |
|
(13,070) |
|
|
(10,240) |
|
| Foreign currency translation |
|
3,257 |
|
|
(1) |
|
| Product warranty and recall reserve at end of period |
|
$ |
31,473 |
|
|
$ |
25,574 |
|
(11) Business Realignment
The Company regularly evaluates the performance of its businesses and cost structures, including personnel, and makes necessary changes thereto in order to optimize its results. The Company also evaluates the required skill sets of its personnel and periodically makes strategic changes. As a consequence of these actions, the Company incurs severance related costs that are referred to as business realignment charges. The Company does not expect significant charges in the future related to the previously incurred termination actions noted below.
Business realignment charges incurred by reportable segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Control Devices (A) |
$ |
305 |
|
|
$ |
— |
|
|
$ |
942 |
|
|
$ |
— |
|
Electronics (B) |
872 |
|
|
254 |
|
|
3,660 |
|
|
2,144 |
|
|
|
|
|
|
|
|
|
Unallocated Corporate (C) |
883 |
|
|
— |
|
|
1,960 |
|
|
59 |
|
| Total business realignment charges |
$ |
2,060 |
|
|
$ |
254 |
|
|
$ |
6,562 |
|
|
$ |
2,203 |
|
_____________________________________
|
|
|
|
|
|
| (A) |
Severance costs for the three months ended September 30, 2025 related to COGS and design and development (“D&D”) were $161 and $144, respectively. Severance costs for the nine months ended September 30, 2025 related to COGS, SG&A and D&D were $497, $270 and $175, respectively. The majority of the business realignment costs relate to operational efficiency initiatives at our Juarez facility. |
|
|
|
|
|
|
| (B) |
Severance costs for the three months ended September 30, 2025 related to COGS and D&D were $747 and $125, respectively. Severance costs for the nine months ended September 30, 2025 related to COGS, SG&A and D&D were $1,820, $140 and $1,700, respectively. Severance costs for the three months ended September 30, 2024 related to COGS and D&D were $140 and $114, respectively. Severance costs for the nine months ended September 30, 2024 related to COGS, SG&A and D&D were $140, $458 and $1,546, respectively. The majority of the business realignment costs relate to operational efficiency initiatives at our Juarez facility. |
|
|
|
|
|
|
| (C) |
Severance costs for the three months ended September 30, 2025 related to SG&A and D&D were $442 and $441, respectively.. Severance related costs for the nine months ended September 30, 2025 related to SG&A and D&D were $1,519 and $441, respectively. Severance related costs for the nine months ended September 30, 2024 related to SG&A were $59. |
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
Business realignment charges incurred, classified by statement of operations line item were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Cost of goods sold |
$ |
908 |
|
|
$ |
140 |
|
|
$ |
2,317 |
|
|
$ |
140 |
|
| Selling, general and administrative |
442 |
|
|
— |
|
|
1,929 |
|
|
517 |
|
| Design and development |
710 |
|
|
114 |
|
|
2,316 |
|
|
1,546 |
|
| Total business realignment charges |
$ |
2,060 |
|
|
$ |
254 |
|
|
$ |
6,562 |
|
|
$ |
2,203 |
|
Reconciliations of the beginning and ending liability balances related to business realignment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilization |
|
|
|
Accrual as of January 1, 2025 |
|
2025 Charge to Expense |
|
Cash |
|
Non-Cash |
|
Accrual as of
September 30, 2025
|
Employee termination costs |
$ |
411 |
|
|
$ |
6,562 |
|
|
$ |
(5,586) |
|
|
$ |
— |
|
|
$ |
1,387 |
|
| Total |
$ |
411 |
|
|
$ |
6,562 |
|
|
$ |
(5,586) |
|
|
$ |
— |
|
|
$ |
1,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilization |
|
|
|
Accrual as of January 1, 2024 |
|
2024 Charge to Expense |
|
Cash |
|
Non-Cash |
|
Accrual as of
September 30, 2024
|
Employee termination costs |
$ |
1,230 |
|
|
$ |
2,203 |
|
|
$ |
(2,158) |
|
|
$ |
— |
|
|
$ |
1,275 |
|
| Total |
$ |
1,230 |
|
|
$ |
2,203 |
|
|
$ |
(2,158) |
|
|
$ |
— |
|
|
$ |
1,275 |
|
(12) Income Taxes
For interim tax reporting, we estimate our annual effective tax rate and apply it to our year to date ordinary income. Tax jurisdictions with a projected or year to date loss for which a benefit cannot be realized are excluded.
For the three months ended September 30, 2025, income tax benefit of $343 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of 3.5% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.
For the three months ended September 30, 2024, income tax expense of $3,413 was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (93.3)% varies from the statutory rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.
For the nine months ended September 30, 2025, income tax expense of $1,465 was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of (6.0)% varies from the statutory rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.
For the nine months ended September 30, 2024, income tax expense of $2,987 was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (40.2)% varies from the statutory rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted in the U.S. The Act includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives. The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years. The Company is evaluating the potential impacts of the Act on its consolidated financial statements and does not expect the Act to have a material impact on 2025 and does not anticipate a material impact in 2026, based on the guidance issued to date.
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
(13) Segment Reporting
Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer.
The Company has three reportable segments, Control Devices, Electronics and Stoneridge Brazil, which also represent its operating segments. The Control Devices reportable segment produces actuators, sensors, switches and connectors. The Electronics reportable segment produces advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules. The Stoneridge Brazil reportable segment designs and manufactures vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories telematics solutions and multimedia devices.
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 2024
Form 10-K. The Company’s management evaluates the performance of its reportable segments based primarily on revenues from external customers, operating income and capital expenditures. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.
The Company's management, including the CODM, utilizes operating income as the key performance measure of segment profitability to evaluate segment performance, and for planning and forecasting purposes to allocate resources to the segments, as management believes this measure is most reflective of the financial performance of the Company's operating segments. The CODM regularly evaluates budget-to-actual and period-over-period variances for this metric when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses operating income in evaluating the operating performance of each segment and as part of determining the compensation of the segment managers and certain other employees. COGS and D&D are the significant expenses regularly reviewed by the CODM. Other segment costs primarily include SG&A items.
The financial information presented below is for our three reportable operating segments and includes adjustments for unallocated corporate costs and intercompany eliminations, where applicable. Such costs and eliminations do not meet the requirements for being classified as an operating segment. Unallocated Corporate costs include various support functions, such as accounting/finance, executive administration, human resources, information technology and legal as well as share-based compensation.
A summary of financial information by reportable segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net Sales: |
|
|
|
|
|
|
|
| Control Devices |
$ |
71,629 |
|
|
$ |
73,129 |
|
|
$ |
210,873 |
|
|
$ |
230,186 |
|
| Inter-segment sales |
875 |
|
|
1,160 |
|
|
2,642 |
|
|
2,946 |
|
| Control Devices net sales |
72,504 |
|
|
74,289 |
|
|
213,515 |
|
|
233,132 |
|
| Electronics |
121,496 |
|
|
127,483 |
|
|
398,960 |
|
|
422,777 |
|
| Inter-segment sales |
6,542 |
|
|
8,184 |
|
|
19,162 |
|
|
22,492 |
|
| Electronics net sales |
128,038 |
|
|
135,667 |
|
|
418,122 |
|
|
445,269 |
|
| Stoneridge Brazil |
17,142 |
|
|
13,219 |
|
|
46,276 |
|
|
37,084 |
|
| Inter-segment sales |
1,720 |
|
|
411 |
|
|
2,267 |
|
|
610 |
|
| Stoneridge Brazil net sales |
18,862 |
|
|
13,630 |
|
|
48,543 |
|
|
37,694 |
|
| Eliminations |
(9,137) |
|
|
(9,755) |
|
|
(24,071) |
|
|
(26,048) |
|
| Total net sales |
$ |
210,267 |
|
|
$ |
213,831 |
|
|
$ |
656,109 |
|
|
$ |
690,047 |
|
|
|
|
|
|
|
|
|
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Cost of Goods Sold: |
|
|
|
|
|
|
|
| Control Devices |
$ |
60,928 |
|
|
$ |
60,319 |
|
|
$ |
176,537 |
|
|
$ |
190,369 |
|
| Electronics |
96,835 |
|
|
101,291 |
|
|
313,854 |
|
|
331,074 |
|
| Stoneridge Brazil |
9,387 |
|
|
7,702 |
|
|
27,611 |
|
|
21,840 |
|
Unallocated Corporate (A) |
348 |
|
|
28 |
|
|
103 |
|
|
176 |
|
| Total cost of goods sold |
$ |
167,498 |
|
|
$ |
169,340 |
|
|
$ |
518,105 |
|
|
$ |
543,459 |
|
|
|
|
|
|
|
|
|
| Design and Development: |
|
|
|
|
|
|
|
| Control Devices |
$ |
3,930 |
|
|
$ |
5,047 |
|
|
$ |
11,928 |
|
|
$ |
14,998 |
|
| Electronics |
8,788 |
|
|
11,548 |
|
|
34,235 |
|
|
33,957 |
|
| Stoneridge Brazil |
612 |
|
|
857 |
|
|
2,106 |
|
|
2,445 |
|
Unallocated Corporate (A) |
1,124 |
|
|
191 |
|
|
2,715 |
|
|
2,303 |
|
| Total design and development |
$ |
14,454 |
|
|
$ |
17,643 |
|
|
$ |
50,984 |
|
|
$ |
53,703 |
|
|
|
|
|
|
|
|
|
| Other Segment Costs: |
|
|
|
|
|
|
|
| Control Devices |
$ |
5,573 |
|
|
$ |
5,632 |
|
|
$ |
17,480 |
|
|
$ |
16,797 |
|
| Electronics |
10,001 |
|
|
11,130 |
|
|
36,755 |
|
|
37,312 |
|
| Stoneridge Brazil |
4,459 |
|
|
3,943 |
|
|
12,321 |
|
|
11,920 |
|
Unallocated Corporate (A) |
11,561 |
|
|
5,828 |
|
|
29,569 |
|
|
22,803 |
|
| Total other segment costs |
$ |
31,594 |
|
|
$ |
26,533 |
|
|
$ |
96,125 |
|
|
$ |
88,832 |
|
|
|
|
|
|
|
|
|
| Operating (Loss) Income: |
|
|
|
|
|
|
|
| Control Devices |
$ |
1,198 |
|
|
$ |
2,131 |
|
|
$ |
4,929 |
|
|
$ |
8,020 |
|
| Electronics |
5,871 |
|
|
3,514 |
|
|
14,115 |
|
|
20,434 |
|
| Stoneridge Brazil |
2,684 |
|
|
717 |
|
|
4,238 |
|
|
880 |
|
Unallocated Corporate (A) |
(13,032) |
|
|
(6,047) |
|
|
(32,387) |
|
|
(25,281) |
|
| Total operating (loss) income |
$ |
(3,279) |
|
|
$ |
315 |
|
|
$ |
(9,105) |
|
|
$ |
4,053 |
|
|
|
|
|
|
|
|
|
| Depreciation and Amortization: |
|
|
|
|
|
|
|
| Control Devices |
$ |
2,962 |
|
|
$ |
3,152 |
|
|
$ |
7,414 |
|
|
$ |
8,821 |
|
| Electronics |
5,002 |
|
|
4,030 |
|
|
12,514 |
|
|
11,794 |
|
| Stoneridge Brazil |
1,199 |
|
|
1,155 |
|
|
3,434 |
|
|
3,652 |
|
| Unallocated Corporate |
339 |
|
|
492 |
|
|
987 |
|
|
1,696 |
|
Total depreciation and amortization (B) |
$ |
9,502 |
|
|
$ |
8,829 |
|
|
$ |
24,349 |
|
|
$ |
25,963 |
|
|
|
|
|
|
|
|
|
| Interest Expense (Income), net: |
|
|
|
|
|
|
|
| Control Devices |
$ |
(4) |
|
|
$ |
9 |
|
|
$ |
(178) |
|
|
$ |
(10) |
|
| Electronics |
250 |
|
|
283 |
|
|
683 |
|
|
1,387 |
|
| Stoneridge Brazil |
(295) |
|
|
(204) |
|
|
(662) |
|
|
(798) |
|
| Unallocated Corporate |
3,850 |
|
|
3,516 |
|
|
10,259 |
|
|
10,460 |
|
| Total interest expense, net |
$ |
3,801 |
|
|
$ |
3,604 |
|
|
$ |
10,102 |
|
|
$ |
11,039 |
|
|
|
|
|
|
|
|
|
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Capital Expenditures: |
|
|
|
|
|
|
|
| Control Devices |
$ |
1,459 |
|
|
$ |
2,914 |
|
|
$ |
3,618 |
|
|
$ |
6,018 |
|
| Electronics |
1,660 |
|
|
1,298 |
|
|
6,580 |
|
|
5,652 |
|
| Stoneridge Brazil |
2,243 |
|
|
484 |
|
|
2,939 |
|
|
2,223 |
|
Corporate (C) |
552 |
|
|
212 |
|
|
833 |
|
|
972 |
|
| Total capital expenditures |
$ |
5,914 |
|
|
$ |
4,908 |
|
|
$ |
13,970 |
|
|
$ |
14,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
| Total Assets: |
|
|
|
| Control Devices |
$ |
132,302 |
|
|
$ |
136,028 |
|
| Electronics |
385,113 |
|
|
365,226 |
|
| Stoneridge Brazil |
62,060 |
|
|
48,280 |
|
Corporate (C) |
448,440 |
|
|
471,793 |
|
| Eliminations |
(395,836) |
|
|
(399,771) |
|
| Total assets |
$ |
632,079 |
|
|
$ |
621,556 |
|
The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, |
|
Nine months ended September 30, |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
| Net Sales: |
|
|
|
|
|
|
|
| United States |
$ |
96,992 |
|
|
$ |
109,395 |
|
|
$ |
302,634 |
|
|
$ |
349,025 |
|
| North America |
$ |
96,992 |
|
|
$ |
109,395 |
|
|
$ |
302,634 |
|
|
$ |
349,025 |
|
| Brazil |
17,142 |
|
|
13,219 |
|
|
46,276 |
|
|
37,084 |
|
| South America |
$ |
17,142 |
|
|
$ |
13,219 |
|
|
$ |
46,276 |
|
|
$ |
37,084 |
|
| Sweden |
31,999 |
|
|
33,215 |
|
|
106,348 |
|
|
117,208 |
|
| Estonia |
29,167 |
|
|
23,477 |
|
|
94,601 |
|
|
80,504 |
|
| Netherlands |
22,667 |
|
|
19,863 |
|
|
68,079 |
|
|
61,249 |
|
| Other Europe |
959 |
|
|
1,196 |
|
|
2,955 |
|
|
5,778 |
|
| China |
11,341 |
|
|
13,466 |
|
|
35,216 |
|
|
39,199 |
|
| Europe and Other |
$ |
96,133 |
|
|
$ |
91,217 |
|
|
307,199 |
|
|
303,938 |
|
| Total net sales |
$ |
210,267 |
|
|
$ |
213,831 |
|
|
$ |
656,109 |
|
|
$ |
690,047 |
|
STONERIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data, unless otherwise stated)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
December 31, 2024 |
| Long-term Assets: |
|
|
|
| United States |
$ |
84,326 |
|
|
$ |
90,111 |
|
| Mexico |
9,047 |
|
|
5,254 |
|
| North America |
$ |
93,373 |
|
|
$ |
95,365 |
|
| Brazil |
28,898 |
|
|
25,222 |
|
| South America |
$ |
28,898 |
|
|
$ |
25,222 |
|
| Sweden |
36,321 |
|
|
32,918 |
|
| Estonia |
11,093 |
|
|
8,363 |
|
| Netherlands |
62,090 |
|
|
57,677 |
|
| Other Europe |
531 |
|
|
653 |
|
| China |
15,458 |
|
|
13,844 |
|
| Europe and Other |
$ |
125,493 |
|
|
$ |
113,455 |
|
| Total long-term assets |
$ |
247,764 |
|
|
$ |
234,042 |
|
__________________________________________________________
(A)Unallocated Corporate expenses include, among other items, accounting/finance, human resources, information technology and legal costs as well as share-based compensation.
(B)These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets.
(C)Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, leased assets, information technology assets, equity investments and investments in subsidiaries.
(14) Investments
In December 2018, the Company entered into an agreement to make a $10,000 investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology which is accounted for under the equity method of accounting. The Company’s $10,000 investment in the Autotech Fund II will be contributed over the expected ten-year life of the fund. The Company has contributed $9,230 to the Autotech Fund II as of September 30, 2025. The Company contributed $280 and $260 to Autotech Fund II during the nine months ended September 30, 2025 and 2024, respectively. The Company received distributions of $8 and $0 from Autotech Fund II during the nine months ended September 30, 2025 and 2024, respectively. The Company has a 6.7% interest in Autotech Fund II. The Company recognized losses of $220 and $752 during the three months ended September 30, 2025 and 2024, respectively. The Company recognized (gains) losses of $(124) and $1,081 during the nine months ended September 30, 2025 and 2024, respectively. The Autotech Fund II investment recorded in investments and other long-term assets in the condensed consolidated balance sheets was $8,126 and $7,730 as of September 30, 2025 and December 31, 2024, respectively.
(15) Subsequent Events
Credit Facility Amendment
On November 5, 2025, the Company entered into Amendment No. 2 to the Credit Facility. Refer to Note 7 of the condensed consolidated financial statements for details regarding this amendment.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a global supplier of safe and efficient electronics systems and technologies. Our systems and products power vehicle intelligence, while enabling safety and security for global commercial, automotive, off-highway and agricultural vehicle markets.
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes related thereto and other financial information included elsewhere herein.
Segments
We are organized by products produced and markets served. Under this structure, our operations have been reported using the following segments:
Control Devices. This segment includes results of operations that manufacture actuators, sensors, switches and connectors.
Electronics. This segment includes results of operations from the production of advanced driver information solutions, vision systems, connectivity and compliance solutions and control modules.
Stoneridge Brazil. This segment includes results of operations that design and manufacture vehicle tracking devices and monitoring services, driver information systems, vehicle security alarms and convenience accessories, telematics solutions and multimedia devices.
Third Quarter Overview
The Company had net loss of $9.4 million, or $(0.34) per diluted share, for the three months ended September 30, 2025.
Net loss for the quarter ended September 30, 2025 increased by $2.3 million, or $(0.08) per diluted share, from net loss of $7.1 million, or $(0.26) per diluted share, for the three months ended September 30, 2024. Net sales decreased by $3.6 million, or 1.7%, compared to the three months ended September 30, 2024, from lower production volumes in our North American and European commercial vehicle markets in our Electronics segment and lower production volumes in our China automotive market in our Control Devices segment. These decreases were offset by higher European off-highway sales in our Electronics segment, OEM product sales at Stoneridge Brazil and North American and China commercial vehicle sales in our Control Devices segment. Net sales were also favorably impacted by foreign exchange translation in our Electronics segment. Gross margin as a percent of sales for the quarter ended September 30, 2025 decreased to 20.3% from 20.8% for the three months ended September 30, 2024 due to generally lower contribution from lower sales mostly in our Electronics segment. SG&A expense increased because of higher professional services related to our ongoing review of strategic alternatives for Control Devices, as announced in the second quarter of 2025, which were mostly offset by lower D&D expense from higher customer reimbursements in our Electronics segment. In addition, non-operating foreign currency losses unfavorably impacted results for the quarter ending September 30, 2025.
Our Control Devices segment net sales decreased by 2.1% compared to the third quarter of 2024 as a result of decreases in our China and North American automotive markets, including the impact of end-of-life production for an actuator product in North America. These decreases were offset by sales increases in our North American and China commercial vehicle markets. Segment gross margin as a percentage of sales decreased due to unfavorable leverage of fixed costs from lower sales levels and higher overhead spending for tariffs. Segment operating income decreased due to lower gross margin partially offset by lower D&D spending.
Our Electronics segment net sales decreased by 4.7% compared to the third quarter of 2024 primarily due to lower production volumes in our North American and European commercial vehicle markets. These decreases were offset by higher sales in our European off-highway vehicle market and a favorable impact of foreign currency translation. Segment gross margin as a percent of sales decreased compared to the prior year third quarter from lower contribution from lower sales levels, higher business realignment costs and higher overhead spending, including tariff costs and depreciation, offset by lower direct material costs as a percentage of sales due to favorable sales mix. Operating income for the segment increased compared to the third quarter of 2024 because of lower SG&A expense resulting from a royalty liability adjustment and lower D&D expense from higher customer reimbursements partially offset by lower contribution from lower sales levels.
Our Stoneridge Brazil segment net sales increased by 29.7% compared to the third quarter of 2024 primarily from higher OEM product sales. Operating income increased due to higher contribution from higher sales levels.
In the third quarter of 2025, SG&A expenses increased by $5.1 million compared to the third quarter of 2024 driven primarily by higher professional services for the previously announced review of strategic alternatives related to the Control Devices segment, higher incentive compensation and higher wages offset by a royalty liability adjustment and a 2024 non-recurring commercial settlement gain.
In the third quarter of 2025, D&D costs decreased by $3.2 million compared to the prior year third quarter from lower expense in our Electronics segment as a result of higher customer reimbursements offset by higher business realignment costs mostly in unallocated corporate.
At September 30, 2025 and December 31, 2024, we had cash and cash equivalents balances primarily held at our foreign locations of $54.0 million and $71.8 million, respectively, and we had $170.2 million and $201.6 million, respectively, in borrowings outstanding on our Credit Facility. The 2025 decrease in cash and cash equivalents was mostly caused by repayments of Credit Facility borrowings from the repatriation of cash and cash equivalents at foreign locations.
Outlook
The Company believes that focusing on products that address industry megatrends has had and will continue to have a positive effect on both our top-line growth and financial performance. Expanding on our existing product portfolio and technology platforms with advanced capabilities, applications and data services is core to our long-term strategy. We are continuing to develop safety, vehicle intelligence and connectivity based products, such as our OEM MirrorEye® programs in North America and Europe. As a result of executing our long-term strategy, we have received significant new OEM program awards in all of our segments in 2025.
In April 2025, the U.S. government announced additional tariffs on various goods imported to the U.S. and other countries announced reciprocal tariffs on goods imported to such countries, including goods used by or manufactured by the Company. Some of these additional tariffs have been implemented and others have been conditionally paused, and it is reasonably possible that new or additional tariffs will be periodically announced given the current global trade environment. We continue to monitor and evaluate the direct and indirect impacts of these tariffs as well as heightened global trade disputes.
Our business model of manufacturing by regions for the regions limits the global impact of certain trade restrictions and tariffs. Our primary tariff exposure relates to our Mexico and Brazilian operations that sell products into the U.S., most of which are exempt under the provisions of the United States-Mexico-Canada Agreement. Further, the majority of our supply components are not subject to the additional tariffs or are compliant with exceptions. We are taking and will continue to take actions to mitigate any direct and indirect impacts of new or additional tariffs, including directly or indirectly passing the additional costs through to our customers. However, these matters are changing rapidly and there is significant uncertainty as to how long and to what degree that the Company and the global transportation industry will be impacted by these new or additional tariffs, the adverse global trade environment, and the resulting economic uncertainty.
In addition to tariffs, the U.S. and foreign governments have implemented sanctions, export controls and other restrictions on trade that impact industries around the world, including the automotive industry. For example, China recently implemented restrictions on the export of rare earth materials originating in China (some of which have since been paused for one year), as well as restrictions on the export of certain semiconductors and other electronic components that are used by us and throughout the automotive industry. We are monitoring the potential disruption to automotive industry supply chains as a result of these actions.
Based on IHS Market production forecasts, the North American automotive market is expected to decrease from 15.4 million units in 2024 to 15.1 million units in 2025. In our Control Devices segment, we remain focused on drivetrain agnostic technologies to drive new business awards as the market continues to evolve. However, we expect lower sales in 2025 related to both lower automotive market production levels and the impact of lower end-of-life production for an actuator product. We expect continued volatility in our end markets as uncertainty remains related to the market’s response to tariff policies. We continue to focus on operational excellence and enterprise-wide cost reduction, including material cost reduction plans, to continue to drive margin improvement going-forward.
Based on the IHS Market 2025 production forecasts published in November 2025, the European and North American commercial vehicle end market volumes are forecasted to decrease 6.4% and 27.7%, respectively. In 2025 and over the long-term, we expect our Electronics’ segment sales to outperform forecasted changes in production volumes due to the impact of ongoing launches of our OEM MirrorEye programs in North America and Europe. We expect continued growth in MirrorEye as we launch and ramp up new and existing OEM programs in both North America and Europe, and MirrorEye systems becomes standard on key truck platforms for existing OEM programs.
In 2025, we expect net D&D spend to decrease driven by a shift to spending for the development of next generation products, opposed to product launch related spend. As a result of reduced launch activities, we expect lower customer reimbursements and capitalization of software development costs. We continue to evaluate and optimize our engineering footprint to enhance capabilities and capacity for the most efficient return on our engineering spend, including increasing the utilization of our Stoneridge Brazil engineering resources to support Electronics segment projects.
In October 2025, the International Monetary Fund forecasted the Brazil gross domestic product to grow 2.4% in 2025, a decline from forecasted growth of 3.0% in 2024. We expect our served market channels to remain relatively stable in 2025 based on current market and economic conditions. However, we expect Stoneridge Brazil's OEM channel sales to continue to grow significantly based on the ramp-up of existing programs and new awards. As we continue to align our global engineering capabilities and footprint, we expect to further expand our Brazilian engineering center.
While we expect continued challenges across our end markets in 2025, we will continue to focus on overall operating cost improvement and operational execution to drive contribution margin and focus on inventory reduction to improve our cash position and reduce our leverage profile.
Our future effective tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles and our jurisdictional mix of earnings. We monitor these factors and the impact on our effective tax rate.
Other Matters
A significant portion of our sales are outside of the United States. These sales are generated by our non-U.S. based operations, and therefore, movements in foreign currency exchange rates can have a significant effect on our results of operations, which are presented in U.S. dollars. A significant portion of our raw materials purchased by our Electronics and Stoneridge Brazil segments are denominated in U.S. dollars, and therefore movements in foreign currency exchange rates can also have a significant effect on our results of operations. In the third quarter of 2025, the U.S. Dollar weakened against the euro, Mexican peso and Swedish krona unfavorably impacting our reported results.
We regularly evaluate the performance of our businesses and their cost structures, including personnel, and make necessary changes thereto to optimize our results. We also evaluate the required skill sets of our personnel and periodically make strategic changes. Because of these actions, we incur severance and resignation related costs that we refer to as business realignment charges. Business realignment costs of $2.1 million and $0.3 million were incurred in the three months ended September 30, 2025 and 2024, respectively. We incurred $1.0 million and $4.0 million in business realignment costs in the three and nine months ended September 30, 2025, respectively, related to operational efficiency initiatives at our Juarez facility, which we expect will result in cost savings for direct and indirect labor and a more efficient overall operating structure. We may incur additional realignment costs in the future.
In the second quarter of 2025, we announced a strategic review of the Control Devices segment with the intent to sell the segment. We have incurred incremental costs with third-party advisors of $3.7 million and $4.7 million in the three and nine months ended September 30, 2025. We expect to incur additional costs as we continue to evaluate strategic alternatives.
Because of the competitive nature of the markets we serve, we face pricing pressures from our customers in the ordinary course of business. In response to these pricing pressures we have been able to effectively manage our production costs by the combination of lowering certain costs and limiting the increase of others, the net impact of which to date has not been material. However, if we are unable to effectively manage production costs in the future to mitigate future pricing pressures, our results of operations would be adversely affected.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
|
2025 |
|
2024 |
|
Dollar increase (decrease) |
| Net sales |
|
$ |
210,267 |
|
|
100.0 |
% |
|
$ |
213,831 |
|
|
100.0 |
% |
|
$ |
(3,564) |
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| Cost of goods sold |
|
167,498 |
|
|
79.7 |
|
|
169,340 |
|
|
79.2 |
|
|
(1,842) |
|
| Selling, general and administrative |
|
31,594 |
|
|
15.0 |
|
|
26,533 |
|
|
12.4 |
|
|
5,061 |
|
| Design and development |
|
14,454 |
|
|
6.9 |
|
|
17,643 |
|
|
8.3 |
|
|
(3,189) |
|
Operating (loss) income |
|
(3,279) |
|
|
(1.6) |
|
|
315 |
|
|
0.1 |
|
|
(3,594) |
|
| Interest expense, net |
|
3,801 |
|
|
1.8 |
|
|
3,604 |
|
|
1.7 |
|
|
197 |
|
Equity in loss of investee |
|
220 |
|
|
0.1 |
|
|
752 |
|
|
0.4 |
|
|
(532) |
|
Other expense (income), net |
|
2,414 |
|
|
1.1 |
|
|
(384) |
|
|
(0.2) |
|
|
2,798 |
|
Loss before income taxes |
|
(9,714) |
|
|
(4.6) |
|
|
(3,657) |
|
|
(1.7) |
|
|
(6,057) |
|
(Benefit) provision for income taxes |
|
(343) |
|
|
(0.2) |
|
|
3,413 |
|
|
1.6 |
|
|
(3,756) |
|
Net loss |
|
$ |
(9,371) |
|
|
(4.5) |
% |
|
$ |
(7,070) |
|
|
(3.3) |
% |
|
$ |
(2,301) |
|
Net Sales. Net sales for our reportable segments, excluding inter-segment sales, are summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
|
2025 |
|
2024 |
|
Dollar
increase (decrease)
|
|
Percent
increase (decrease)
|
| Control Devices |
|
$ |
71,629 |
|
|
34.1 |
% |
|
$ |
73,129 |
|
|
34.2 |
% |
|
$ |
(1,500) |
|
|
(2.1) |
% |
| Electronics |
|
121,496 |
|
|
57.7 |
|
|
127,483 |
|
|
59.6 |
|
|
(5,987) |
|
|
(4.7) |
% |
| Stoneridge Brazil |
|
17,142 |
|
|
8.2 |
|
|
13,219 |
|
|
6.2 |
|
|
3,923 |
|
|
29.7 |
% |
| Total net sales |
|
$ |
210,267 |
|
|
100.0 |
% |
|
$ |
213,831 |
|
|
100.0 |
% |
|
$ |
(3,564) |
|
|
(1.7) |
% |
Our Control Devices segment net sales decreased $1.5 million because of decreases in our China and North American automotive markets of $2.1 million and $0.8 million, respectively, including the impact of end-of-life production for an actuator product in North America. These decreases were offset by increases in our North American and China commercial vehicle markets of $0.7 million and $0.3 million, respectively.
Our Electronics segment net sales decreased $6.0 million because of lower customer production volumes in our North American and European commercial vehicle markets of $14.5 million and $2.6 million respectively. These decreases were offset by an increase in our European off-highway vehicle market of $5.3 million. Net sales in the third quarter of 2025 were favorably impacted by euro and Swedish krona foreign currency translation of $5.7 million compared to the prior year quarter.
Our Stoneridge Brazil segment net sales increased $3.9 million from higher OEM product sales.
Net sales by geographic location are summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
|
2025 |
|
2024 |
|
Dollar
increase (decrease)
|
|
Percent
increase (decrease)
|
| North America |
|
$ |
96,992 |
|
|
46.1 |
% |
|
$ |
109,395 |
|
|
51.2 |
% |
|
$ |
(12,403) |
|
|
(11.3) |
% |
| South America |
|
17,142 |
|
|
8.2 |
|
|
13,219 |
|
|
6.2 |
|
|
3,923 |
|
|
29.7 |
% |
| Europe and Other |
|
96,133 |
|
|
45.7 |
|
|
91,217 |
|
|
42.7 |
|
|
4,916 |
|
|
5.4 |
% |
| Total net sales |
|
$ |
210,267 |
|
|
100.0 |
% |
|
$ |
213,831 |
|
|
100.0 |
% |
|
$ |
(3,564) |
|
|
(1.7) |
% |
The decrease in North American net sales was mostly attributable to a decrease in sales volume in our commercial vehicle market of $13.8 million.
The increase in net sales in South America was from higher OEM product sales of $4.4 million.
The increase in net sales in Europe and Other was due to increases in volumes in our European off-highway and China commercial vehicle markets of $5.3 million and $0.5 million, respectively, offset by decreases in our European commercial vehicle and China automotive markets of $2.6 million and $2.1 million, respectively. Net sales were also impacted by a favorable foreign currency translation of $5.7 million.
Cost of Goods Sold and Gross Margin. Cost of goods sold decreased compared to the third quarter of 2024 and our gross margin decreased to 20.3% in the third quarter of 2025 from 20.8% in the third quarter of 2024. Our material cost as a percentage of net sales decreased to 55.1% in the third quarter of 2025 from 57.2% in the third quarter of 2024. The decrease in material cost percentage was due to favorable sales mix mostly in our Electronics segment. Overhead as a percentage of net sales increased from 17.3% in the third quarter of 2024 to 19.7% in the third quarter of 2025 due to unfavorable leverage of fixed costs, higher tariffs, depreciation and business realignment costs in our Electronics and Control Devices segments.
Our Control Devices segment gross margin decreased because of lower contribution from lower sales levels and higher overhead costs for tariffs.
Our Electronics segment gross margin as a percent of sales decreased compared to the prior year third quarter from lower contribution from lower sales levels and higher overhead spending including tariff costs, depreciation and business realignment offset by lower direct material costs as a percentage of sales from favorable sales mix.
Our Stoneridge Brazil segment gross margin as a percent of sales increased from the favorable leverage of fixed costs due to higher OEM product sales levels.
Selling, General and Administrative. SG&A expenses increased by $5.1 million primarily because of higher professional services for review of strategic alternatives, higher incentive compensation and higher wages which were partially offset by a non-recurring royalty liability adjustment and a 2024 non-recurring commercial settlement gain.
Design and Development. D&D costs decreased by $3.2 million compared to the third quarter of 2024 from lower expense in our Electronics segment as a result of higher customer reimbursements offset by higher business realignment costs mostly in unallocated corporate of $0.6 million.
Operating (Loss) Income. Operating (loss) income by segment is summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
|
2025 |
|
2024 |
|
Dollar increase (decrease) |
|
Percent increase (decrease) |
| Control Devices |
|
$ |
1,198 |
|
|
$ |
2,131 |
|
|
$ |
(933) |
|
|
(43.8) |
% |
| Electronics |
|
5,871 |
|
|
3,514 |
|
|
2,357 |
|
|
67.1 |
|
| Stoneridge Brazil |
|
2,684 |
|
|
717 |
|
|
1,967 |
|
|
274.3 |
|
| Unallocated corporate |
|
(13,032) |
|
|
(6,047) |
|
|
(6,985) |
|
|
(115.5) |
|
Operating (loss) income |
|
$ |
(3,279) |
|
|
$ |
315 |
|
|
$ |
(3,594) |
|
|
(1141.0) |
% |
Our Control Devices segment operating income decreased because of lower contribution from lower sales levels and higher overhead costs for tariffs offset by lower D&D spending.
Our Electronics segment operating income increased because of lower D&D expense from higher customer reimbursements and lower SG&A expense from a royalty liability adjustment partially offset by lower contribution from lower sales levels.
Our Stoneridge Brazil segment operating income increased due to higher contribution from higher OEM sales levels.
Our unallocated corporate operating loss increased from higher SG&A related to higher professional services for review of strategic alternatives and higher incentive compensation as well as higher D&D related to higher business realignment costs and professional services.
Operating (loss) income by geographic location is summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
|
2025 |
|
2024 |
|
Dollar
increase (decrease)
|
|
Percent
increase (decrease)
|
| North America |
|
$ |
(14,377) |
|
|
$ |
(5,130) |
|
|
$ |
(9,247) |
|
|
(180.3) |
% |
| South America |
|
2,684 |
|
|
717 |
|
|
1,967 |
|
|
(274.3) |
|
| Europe and Other |
|
8,414 |
|
|
4,728 |
|
|
3,686 |
|
|
78.0 |
|
Operating (loss) income |
|
$ |
(3,279) |
|
|
$ |
315 |
|
|
$ |
(3,594) |
|
|
(1141.0) |
% |
Our North American operating loss increased due to lower contribution from lower sales levels, higher SG&A for professional services and incentive compensation and D&D spending. Operating income in South America increased due to higher contribution from higher OEM sales levels. Our operating results in Europe and Other increased because of lower D&D expense from higher customer reimbursements, lower SG&A expense from a royalty liability adjustment partially offset by lower gross margin.
Interest Expense, net. Interest expense, net was $3.8 million and $3.6 million for the three months ended September 30, 2025 and 2024, respectively. The increase for the quarter ended September 30, 2025, was the result of higher Credit Facility interest rates being offset by lower outstanding Credit Facility borrowings.
Equity in Loss of Investee. Equity loss for Autotech Fund II was $0.2 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively.
Other Expense (Income), net. We record certain foreign currency transaction (gains) losses as a component of other expense (income), net on the condensed consolidated statement of operations. Other expense, net of $2.4 million increased by $2.8 million compared to the third quarter of 2024 due to foreign currency transaction losses in our Electronics and Control Devices segments from the weakening of the U.S. dollar.
(Benefit) Provision for Income Taxes. For the three months ended September 30, 2025, income tax benefit of $0.3 million was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of 3.5% varies from the statutory tax rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.
For the three months ended September 30, 2024, income tax expense of $3.4 million was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (93.3)% varies from the statutory tax rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
|
2025 |
|
2024 |
|
Dollar increase / (decrease) |
| Net sales |
|
$ |
656,109 |
|
|
100.0 |
% |
|
$ |
690,047 |
|
|
100.0 |
% |
|
$ |
(33,938) |
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
| Cost of goods sold |
|
518,105 |
|
|
79.0 |
|
|
543,459 |
|
|
78.8 |
|
|
(25,354) |
|
| Selling, general and administrative |
|
96,125 |
|
|
14.7 |
|
|
88,832 |
|
|
12.9 |
|
|
7,293 |
|
|
|
|
|
|
|
|
|
|
|
|
| Design and development |
|
50,984 |
|
|
7.8 |
|
|
53,703 |
|
|
7.8 |
|
|
(2,719) |
|
Operating (loss) income |
|
(9,105) |
|
|
(1.5) |
|
|
4,053 |
|
|
0.5 |
|
|
(13,158) |
|
| Interest expense, net |
|
10,102 |
|
|
1.5 |
|
|
11,039 |
|
|
1.6 |
|
|
(937) |
|
Equity in (earnings) loss of investee |
|
(124) |
|
|
— |
|
|
1,081 |
|
|
0.2 |
|
|
(1,205) |
|
Other expense (income), net |
|
5,378 |
|
|
0.9 |
|
|
(644) |
|
|
— |
|
|
6,022 |
|
| Loss before income taxes |
|
(24,461) |
|
|
(3.9) |
|
|
(7,423) |
|
|
(1.3) |
|
|
(17,038) |
|
Provision for income taxes |
|
1,465 |
|
|
0.2 |
|
|
2,987 |
|
|
0.4 |
|
|
(1,522) |
|
| Net loss |
|
$ |
(25,926) |
|
|
(4.1) |
% |
|
$ |
(10,410) |
|
|
(1.7) |
% |
|
$ |
(15,516) |
|
Net Sales. Net sales for our reportable segments, excluding inter-segment sales, are summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
|
2025 |
|
2024 |
|
Dollar increase
(decrease)
|
|
Percent increase
(decrease)
|
| Control Devices |
|
$ |
210,873 |
|
|
32.1 |
% |
|
$ |
230,186 |
|
|
33.3 |
% |
|
$ |
(19,313) |
|
|
(8.4) |
% |
| Electronics |
|
398,960 |
|
|
60.8 |
|
|
422,777 |
|
|
61.3 |
|
|
(23,817) |
|
|
(5.6) |
% |
| Stoneridge Brazil |
|
46,276 |
|
|
7.1 |
|
|
37,084 |
|
|
5.4 |
|
|
9,192 |
|
|
24.8 |
% |
| Total net sales |
|
$ |
656,109 |
|
|
100.0 |
% |
|
$ |
690,047 |
|
|
100.0 |
% |
|
$ |
(33,938) |
|
|
(4.9) |
% |
Our Control Devices segment net sales decreased $19.3 million because of decreases in our North American automotive market of $15.3 million including the impact of end-of-life production for an actuator product as well as a decrease in our China automotive market of $3.8 million.
Our Electronics segment net sales decreased $23.8 million because of lower customer production volumes in our North American and European commercial vehicle markets of $30.4 million and $6.2 million, respectively, partially mitigated by higher MirrorEye sales, including the ramp-up of a recently launched European OEM program and higher aftermarket sales for our next generation tachograph. We also experienced lower sales volumes in our North American off-highway vehicle market of $2.4 million. These decreases were partially offset by an increase in our European off-highway market of $5.6 million. Net sales in 2025 were favorably impacted by euro and Swedish krona foreign currency translation of $9.9 million compared to the prior year.
Our Stoneridge Brazil segment net sales increased from higher OEM product sales of $12.6 million partially offset by lower original equipment services sales of $0.8 million and unfavorable foreign currency translation of $2.5 million.
Net sales by geographic location are summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
|
2025 |
|
2024 |
|
Dollar increase
(decrease)
|
|
Percent increase
(decrease)
|
| North America |
|
$ |
302,634 |
|
|
46.1 |
% |
|
$ |
349,025 |
|
|
50.6 |
% |
|
$ |
(46,391) |
|
|
(13.3) |
% |
| South America |
|
46,276 |
|
|
7.1 |
|
|
37,084 |
|
|
5.4 |
|
|
9,192 |
|
|
24.8 |
% |
| Europe and Other |
|
307,199 |
|
|
46.9 |
|
|
303,938 |
|
|
44.0 |
|
|
3,261 |
|
|
1.1 |
% |
| Total net sales |
|
$ |
656,109 |
|
|
100.0 |
% |
|
$ |
690,047 |
|
|
100.0 |
% |
|
$ |
(33,938) |
|
|
(4.9) |
% |
The decrease in North American net sales was mostly attributable to a decrease in customer production volumes in our commercial vehicle, automotive and off-highway markets of $28.5 million, $15.3 million and $4.1 million, respectively. The decrease in our North American automotive market was primarily caused by lower customer volumes and the impact of end-of-life production of an actuator product.
The increase in net sales in South America was from higher OEM product sales of $12.6 million partially offset by lower OE services sales of $0.8 million and unfavorable foreign currency translation of $2.5 million.
The increase in net sales in Europe and Other was due to increases in customer production volumes in our European off-highway and China commercial vehicle markets of $5.6 million and $0.5 million, respectively, offset by decreases in our European commercial vehicle and China automotive markets of $6.2 million and $3.8 million, respectively. Net sales were also impacted by a favorable foreign currency translation of $9.8 million.
Cost of Goods Sold and Gross Margin. Cost of goods sold decreased compared to the nine months ended September 30, 2024 and our gross margin decreased to 21.0% in 2025 from 21.2% in the first nine months 2024. Our material cost as a percentage of net sales decreased from 57.3% in the first nine months of 2024 to 56.2% in the first nine months of 2025. The decrease in material cost percentage was due to lower material costs from favorable foreign exchange related variances. Overhead as a percentage of net sales was 18.0% and 16.7% for the first nine months of 2025 and 2024, respectively. The increase in overhead as a percentage of sales was attributable to unfavorable fixed cost leverage from lower sales levels, higher tariffs and higher business realignment costs of $2.2 million.
Our Control Devices segment gross margin decreased primarily because of lower contribution from lower sales and higher business realignment costs of $0.5 million.
Our Electronics segment gross margin decreased because of lower contribution from lower sales and higher overhead spending, including higher tariffs and higher business realignment costs of $1.7 million.
Our Stoneridge Brazil segment gross margin as a percent of sales decreased due to the unfavorable sales mix impact of higher OEM product sales offset by higher contribution from higher sales levels.
Selling, General and Administrative. SG&A expenses increased by $7.3 million because of higher professional services for review of strategic alternatives, business realignment costs of $1.4 million, incentive compensation and wages which partially offset by a non-recurring royalty liability adjustment.
Design and Development. D&D costs decreased by $2.7 million from lower spending in our Control Devices segment for wage and fringe costs. D&D spending in our Electronics segment was consistent with the prior year as lower spending on wages and fringe was offset by lower capitalized software development costs and customer reimbursements.
Operating (Loss) Income. Operating (loss) income by segment is summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, 2025 |
|
2025 |
|
2024 |
|
Dollar
increase
(decrease)
|
|
Percent
increase
(decrease)
|
| Control Devices |
|
$ |
4,929 |
|
|
$ |
8,020 |
|
|
$ |
(3,091) |
|
|
(38.5) |
% |
| Electronics |
|
14,115 |
|
|
20,434 |
|
|
(6,319) |
|
|
(30.9) |
% |
| Stoneridge Brazil |
|
4,238 |
|
|
880 |
|
|
3,358 |
|
|
381.6 |
% |
| Unallocated corporate |
|
(32,387) |
|
|
(25,281) |
|
|
(7,106) |
|
|
(28.1) |
% |
Operating (loss) income |
|
$ |
(9,105) |
|
|
$ |
4,053 |
|
|
$ |
(13,158) |
|
|
324.6 |
% |
Our Control Devices segment operating income decreased because of lower contribution from lower sales levels, higher business realignment costs of $0.9 million and a non-recurring commercial settlement gain recognized in 2024 offset by lower D&D spending.
Our Electronics segment operating income decreased primarily because of lower contribution from lower sales levels and higher tariffs and higher business realignment costs of $1.7 million.
Our Stoneridge Brazil segment operating income increased due to higher Stoneridge Brazil OEM product sales levels.
Our unallocated corporate operating loss increased due to higher SG&A from higher professional services for review of strategic alternatives. Additionally, business realignment costs increased $1.9 million.
Operating (loss) income by geographic location is summarized in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, 2025 |
|
2025 |
|
2024 |
|
Dollar increase (decrease) |
|
Percent increase (decrease) |
| North America |
|
$ |
(36,826) |
|
|
$ |
(17,895) |
|
|
$ |
(18,931) |
|
|
(105.8) |
% |
| South America |
|
$ |
4,238 |
|
|
880 |
|
|
3,358 |
|
|
381.6 |
% |
| Europe and Other |
|
$ |
23,483 |
|
|
21,068 |
|
|
2,415 |
|
|
11.5 |
% |
Operating (loss) income |
|
$ |
(9,105) |
|
|
$ |
4,053 |
|
|
$ |
(13,158) |
|
|
324.6 |
% |
Our North American operating loss increased due to lower contribution from lower sales levels and higher business realignment costs offsetting lower D&D spending. Operating income in South America increased due to higher Stoneridge Brazil OEM product sales levels. Our operating results in Europe and Other increased because of higher contribution from higher sales levels and lower material costs including favorable foreign exchange related variances offset by higher D&D spending as a result of lower customer reimbursements.
Interest Expense, net. Interest expense, net was $10.1 million and $11.0 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was the result of lower outstanding Credit Facility borrowings and interest rates.
Equity in (Earnings) Loss of Investee. Equity (earnings) loss for Autotech Fund II was $(0.1) million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.
Other Expense (Income), net. We record certain foreign currency transaction (gains) losses as a component of other expense (income), net on the condensed consolidated statement of operations. Other expense, net of $5.4 million increased by $6.0 million compared to the first nine months of 2024 due to the impact of unfavorable foreign currency movements in our Electronics and Control Devices segments from the weakening of the U.S. dollar.
Provision for Income Taxes. For the nine months ended September 30, 2025, income tax expense of $1.5 million was attributable to the mix of earnings among tax jurisdictions and tax credits and incentives offset by U.S. taxes on foreign earnings. The effective tax rate of (6.0%) varies from the statutory tax rate primarily due to tax credits and incentives offset by U.S. taxes on foreign earnings.
For the nine months ended September 30, 2024, income tax expense of $3.0 million was attributable to the mix of earnings among tax jurisdictions and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings. The effective tax rate of (40.2)% varies from the statutory tax rate primarily due to the impact of tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions, offset by U.S. taxes on foreign earnings.
Liquidity and Capital Resources
Summary of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, 2025 |
|
2025 |
|
2024 |
| Net cash provided by (used for): |
|
|
|
|
| Operating activities |
|
$ |
25,192 |
|
|
$ |
28,517 |
|
| Investing activities |
|
(15,587) |
|
|
(18,997) |
|
| Financing activities |
|
(34,640) |
|
|
4,133 |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
7,191 |
|
|
(356) |
|
| Net change in cash and cash equivalents |
|
$ |
(17,844) |
|
|
$ |
13,297 |
|
Cash provided by operating activities decreased compared to 2024 because of a higher net loss which was partially offset by cash provided from lower working capital levels primarily inventory and accounts payable. Cash used by receivables was unfavorable compared to 2024, however collection terms have remained consistent.
Net cash used for investing activities decreased compared to 2024 due to lower capitalized software development costs and capital expenditures.
Net cash used for financing activities increased compared to 2024 due to an increase in Credit Facility repayments from the repatriation of $43.8 million in cash held at foreign locations, net of borrowings.
As outlined in Note 7 to our condensed consolidated financial statements, the Credit Facility permits borrowing up to a maximum level of $275.0 million. This variable rate facility has an accordion feature which allows the Company to increase its availability by up to $150.0 million upon the satisfaction of certain conditions and lender consent through its expiration in November 2026. The Credit Facility contains certain financial covenants that require the Company to maintain less than a maximum leverage ratio and more than a minimum interest coverage ratio. The Credit Facility also contains affirmative and negative covenants and events of default that are customary for credit arrangements of this type including covenants that place restrictions and/or limitations on the Company’s ability to borrow money, make capital expenditures and pay dividends. The Credit Facility had an outstanding balance of $170.2 million at September 30, 2025.
On February 26, 2025, the Company entered into Amendment No. 1 to the Fifth Amended and Restated Credit Agreement and Waiver (“Amendment No. 1”). Amendment No. 1 provides for certain covenant relief and restrictions during the “Covenant Relief Period” (the period ending on the date that the Company delivers a compliance certificate for the quarter ending December 31, 2025). During the Covenant Relief Period:
•the maximum leverage ratio of 3.50 was increased to 6.00 for the quarter ended March 31, 2025, 5.50 for the quarter ended June 30, 2025, 4.50 for the quarter ended September 30, 2025 and 3.50 for the quarter ended December 31, 2025;
•the minimum interest coverage ratio of 3.50 was waived for the quarter ended December 31, 2024 and was reduced to 2.00 for the quarters ended March 31 and June 30, 2025, and 2.50 and 3.50 for the quarter ended September 30, 2025 and December 31, 2025, respectively;
•the Company’s aggregate amount of cash and cash equivalents, defined as 100% of North American and 65% of foreign cash balances, cannot exceed $70.0 million;
•the sale of significant assets (as defined) will require repayment in the amount of any net cash proceeds received and result in the reduction of the Credit Facility commitment, at the lesser of $100.0 million or the net cash proceeds;
•there were certain restrictions on Restricted Payments (as defined); and
•a Permitted Acquisition (as defined) could not be consummated unless otherwise approved in writing by the required lenders.
Amendment No. 1 added an additional level to the leverage ratio based pricing grid, through maturity, when the leverage ratio is greater than 3.50.
On November 5, 2025, the Company entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement and Consent Agreement (“Amendment No. 2”). Amendment No. 2 amends the Credit Facility and provides for certain covenant relief and restrictions through the Credit Facility's termination date of November 2, 2026. Amendment No. 2 supersedes certain terms of the Credit Facility and Amendment No. 1 beginning November 5, 2025 and ending at the Credit Facility's termination date of November 2, 2026. Amendment No. 2 amends certain Credit Facility terms and provides covenant relief as follows:
•borrowing capacity is reduced from $275.0 million to $225.0 million;
•the sale of the Control Devices business (as defined) is a permitted transaction and upon notice will result in the reduction of the Credit Facility commitment, at the lesser of $50.0 million or the net cash proceeds of this transaction;
•the current minimum interest coverage ratio of 2.5 was extended through the quarter ending March 31, 2026 and increased to 3.5 for the quarter ended June 30, 2026 and thereafter;
◦if the Control Devices business sale is consummated, the minimum interest coverage ratio will increase to 3.5 as of the last day of the first full quarter ending after the sale and thereafter; and
•the maximum leverage ratio of 4.5 for the quarter ended September 30, 2025 and 3.5 for the quarter ended December 31, 2025 and thereafter remains unchanged.
Our Credit Facility matures on November 2, 2026, which is within twelve months of the issuance of the accompanying unaudited condensed consolidated financial statements, and will become current in the fourth quarter of 2025. The Company expects to refinance its Credit Facility. While there can be no assurance that the Company will refinance the current Credit Facility, the Company anticipates that the refinancing will occur prior to the issuance of the financial statements for the year ending December 31, 2025. To the extent the Company is not able to refinance its Credit Facility prior to the issuance of the financial statements for the year ended December 31, 2025, our independent auditors may issue an audit opinion including an explanatory paragraph that indicates there is substantial doubt about our ability to continue as a going concern which would breach a covenant under our Credit Facility which, unless cured, would constitute an event of default thereunder. In such a case, the Company would not expect that it would have sufficient liquidity to repay all of its outstanding indebtedness at such time.
The Company was in compliance with all covenants at September 30, 2025 and December 31, 2024. The Company has not experienced a violation that would limit the Company’s ability to borrow under the Credit Facility, as amended, and does not expect that the covenants under it will restrict the Company’s financing flexibility. However, it is possible that future borrowing flexibility under the Credit Facility may be limited as a result of lower than expected financial performance due to the adverse impact of significantly lower global demand in our markets and challenging macroeconomic conditions. The Company expects to make additional repayments on the Credit Facility when cash exceeds the amount needed for operations and to remain in compliance with all covenants.
The Company’s wholly owned subsidiary located in Stockholm, Sweden, has an overdraft credit line that allows overdrafts on the subsidiary’s bank account up to a daily maximum level of 20.0 million Swedish krona, or $2.1 million and $1.8 million at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 there was 8.9 million Swedish krona, or $0.9 million outstanding on this overdraft credit line. At December 31, 2024 there were no borrowings outstanding on this overdraft credit line. During the nine months ended September 30, 2025, the subsidiary borrowed 153.8 million Swedish krona, or $16.4 million and repaid 144.9 million Swedish krona, or $15.4 million. The Stockholm subsidiary has pledged certain of its assets as collateral in order to obtain a guarantee of certain of the Stockholm subsidiary’s obligations to third parties.
The Company’s wholly owned subsidiary located in Suzhou, China, has lines of credit that allow up to a maximum borrowing level of 50.0 million Chinese yuan, or $7.0 million at September 30, 2025 and 20,000 Chinese yuan, or $2.7 million at December 31, 2024. At September 30, 2025 and December 31, 2024 there were no borrowings outstanding on the Suzhou credit lines. In addition, the Suzhou subsidiary has a bank acceptance draft line of credit which facilitates the extension of trade payable payment terms by 180 days. The bank acceptance draft line of credit allows up to a maximum borrowing level of 30.0 million Chinese yuan, or $4.2 million at September 30, 2025. At September 30, 2025 there were no borrowings outstanding on the bank acceptance draft line of credit.
In December 2018, the Company entered into an agreement to make a $10.0 million investment in Autotech Fund II managed by Autotech, a venture capital firm focused on ground transportation technology. The Company’s $10.0 million investment in the Autotech Fund II will be contributed over the expected ten-year life of the fund. As of September 30, 2025, the Company’s cumulative investment in the Autotech Fund II was $9.2 million. The Company contributed $0.3 million and $0.3 million to Autotech Fund II during the nine months ended September 30, 2025 and September 30, 2024, respectively.
Our future results could also be adversely affected by unfavorable changes in foreign currency exchange rates. We have significant foreign denominated transaction exposure in certain locations, especially in Brazil, Argentina, Mexico, Sweden, Estonia, the Netherlands, United Kingdom and China. Currently, we have foreign currency forward contracts in place for Mexican pesos. See Note 5 to the condensed consolidated financial statements for additional details. Our future results could also be unfavorably affected by increased commodity prices and material cost inflation as these fluctuations impact the cost of our raw material purchases.
At September 30, 2025, we had a cash and cash equivalents balance of approximately $54.0 million, of which 86.7% was held in foreign locations. The Company has approximately $104.8 million of undrawn commitments under the Credit Facility as of September 30, 2025, which results in total undrawn commitments and cash balances of more than $158.8 million. However, it is possible that future borrowing flexibility under our Credit Facility may be limited as a result of our financial performance.
The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on-hand and (iii) borrowings from our Credit Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity.
Commitments and Contingencies
See Note 10 to the condensed consolidated financial statements for disclosures of the Company’s commitments and contingencies.
Seasonality
Our Control Devices and Electronics segments are moderately seasonal, impacted by mid-year and year-end shutdowns and the ramp-up of new model production at key customers. In addition, the demand for our Stoneridge Brazil segment consumer products is generally higher in the second half of the year.
Critical Accounting Policies and Estimates
The Company’s critical accounting policies, which include management’s best estimates and judgments, are included in Part II, Item 7, to the consolidated financial statements of the Company’s 2024
Form 10-K. These accounting policies are considered critical as disclosed in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis of the Company’s 2024
Form 10-K because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates. There have been no material changes in our significant accounting policies or critical accounting estimates during the third quarter of 2025.
Information regarding other significant accounting policies is included in Note 2 to our consolidated financial statements in Item 8 of Part II of the Company’s 2024
Form 10-K.
International Presence
By operating internationally, we are affected by foreign currency exchange rates and the economic conditions of certain countries. Furthermore, given the current economic climate and fluctuations in certain commodity prices, we believe that an increase in such items could significantly affect our profitability. See Note 5 to the condensed consolidated financial statements for additional details on the Company’s foreign currency exchange rate risks.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the quantitative and qualitative information about the Company’s market risk from those previously presented within Part II, Item 7A of the Company’s 2024
Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025, an evaluation was performed under the supervision and with the participation of the Company’s management, including the principal executive officer (“PEO”) and principal financial officer (“PFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the PEO and PFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the nine months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II–OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in certain legal actions and claims primarily arising in the ordinary course of business. We establish accruals for matters that we believe that losses are probable and can be reasonably estimated. Although it is not possible to predict with certainty the outcome of these matters, we do not believe that any of the litigation in which we are currently engaged, either individually or in the aggregate, will have a material adverse effect on our business, consolidated financial position or results of operations. We are subject to litigation regarding civil, labor, regulatory and other tax contingencies in our Stoneridge Brazil segment that we believe the likelihood of loss is reasonably possible, but not probable, although these claims might take years to resolve. We are also subject to product liability and product warranty claims. In addition, if any of our products prove to be defective, we may be required to participate in a government-imposed or customer OEM-instituted recall involving such products. There can be no assurance that we will not experience any material losses related to product liability, warranty or recall claims. See additional details of these matters in Note 10 to the condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes with respect to risk factors previously disclosed in the Company’s 2024
Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company did not sell any unregistered equity securities during the quarter ended September 30, 2025.
The following table presents information with respect to repurchases of Common Shares made by us during the three months ended September 30, 2025. There were 6,524 Common Shares delivered to us by employees as payment for withholding taxes due upon vesting of performance share awards and share unit awards. These shares were acquired from employees solely to satisfy tax withholding obligations in connection with the vesting of equity awards. These acquisitions were not made pursuant to any publicly announced repurchase plan or program, and the Company did not have any such repurchase plans or programs in effect during the quarter.
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| Period |
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Total number of shares purchased |
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Average price paid per share |
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Total number of shares purchased as part of publicly announced plans or programs |
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Maximum number of shares that may yet be purchased under the plans or programs |
7/1/25-7/31/25 |
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5,561 |
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$ |
7.50 |
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N/A |
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N/A |
8/1/25-8/31/25 |
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963 |
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$ |
8.29 |
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N/A |
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N/A |
9/1/25-9/30/25 |
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— |
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$ |
— |
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N/A |
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N/A |
| Total |
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6,524 |
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
In addition, during the quarter ended September 30, 2025, the Company did not adopt or terminate any Rule 10b5-1 trading arrangement, as described in Item 408(b) of Regulation S-K.
Item 6. Exhibits
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Exhibit Number |
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Exhibit |
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| 10.1 |
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| 10.2 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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101 |
XBRL Exhibits: |
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101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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101.SCH |
XBRL Taxonomy Extension Schema Document |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
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104 |
The cover page from our Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025, is formatted in Inline Extensible Business Reporting Language (“iXBRL”) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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STONERIDGE, INC. |
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Date: November 6, 2025 |
/s/ James Zizelman |
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James Zizelman |
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President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
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Date: November 6, 2025 |
/s/ Matthew R. Horvath |
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Matthew R. Horvath |
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Chief Financial Officer and Treasurer |
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(Principal Financial Officer) |
EX-10.1
2
sri-20250930xexx101.htm
EX-10.1
Document
CHANGE IN CONTROL AGREEMENT
Rajaey Kased
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Stoneridge, Inc., an Ohio corporation (the “Company”), and Rajaey Kased (“Executive”), this 12th day of August 2025. This Agreement amends and restates the Change in Control Agreement between the Company and Executive, dated as of February 1, 2023 (the “Prior CIC Agreement”).
RECITALS
A. Executive is presently employed by the Company as its President of Control Devices.
B. The Company wishes to induce Executive to continue as its President of Control Devices and, accordingly, to provide certain employment security to Executive in the event of a “Change in Control” of the Company (as hereinafter defined);
C. The Company believes that it is in the best interest of its shareholders for Executive to continue in Executive’s position on an objective and impartial basis and without distraction, whether based upon individual financial uncertainties or otherwise, or conflict of interest as a result of a possible or actual Change in Control; and
D. In consideration of this Agreement, Executive is willing to continue as the Company’s President of Control Devices;
NOW THEREFORE, in consideration of Executive continuing as the Company’s President of Control Devices and of the mutual promises herein contained, Executive and the Company, intending to be legally bound, hereby agree as follows:
SECTION 1
DEFINITIONS
1. A “Change in Control” for the purpose of this Agreement shall mean the first of the following to occur during Executive’s employment with the Company:
(a) the board of directors of the Company (the “Board of Directors”) or shareholders of the Company approve a consolidation or merger that results in the shareholders of the Company, immediately prior to the transaction giving rise to the consolidation or merger, owning less than 50% of the total combined voting power of all classes of equity securities entitled to vote of the surviving entity immediately after the consummation of the transaction giving rise to the merger or consolidation;
(b) the Board of Directors or shareholders of the Company approve the sale of substantially all of the assets of the Company or the liquidation or dissolution of the Company;
(c) any person or other entity (other than the Company or a subsidiary of the Company or any employee benefit plan of the Company (including any trustee of any such plan acting in its capacity as trustee)) purchases any common shares (or securities convertible into common shares) pursuant to a tender or exchange offer without the prior consent of the Board of Directors or becomes the beneficial owner of securities of the Company representing 35% or more of the voting power of the Company’s outstanding securities;
(d) during any two-year period, individuals who at the beginning of such period constitute the entire Board of Directors cease to constitute a majority of the Board of Directors, unless the election or the nomination for election of each new director is approved by the Nominating and Corporate Governance Committee (if comprised entirely of directors who were in office at the beginning of that period) or at least two-thirds of the directors then still in office who were directors at the beginning of that period; or
(e) the consummation of a sale to a third party of all or substantially all of stock and/or assets representing the Company’s Control Devices business unit (“Control Devices”), provided that the Board of Directors has approved the definitive agreement for such sale prior to December 31, 2025 (a “Control Devices CIC”).
2. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if within two years after the date on which the Change in Control occurred:
(a) Employer (as defined below) separates Executive from service with the Company other than in the case of a Termination for Cause (as defined below); or
(b) Executive separates from service with the Company for Good Reason (as defined below).
For purposes of this Agreement, the term “Employer” means (i) in the case of a Control Devices CIC, the acquiring or successor entity of Control Devices (or an Affiliate thereof) that assumes this Agreement under Section 5 of this Agreement and that employs Executive following the Control Devices CIC, and (ii) in the case of a Change in Control other than a Control Devices CIC, the Company or any Affiliate of the Company that employs Executive. For purposes of this Agreement, the term “separates from service with Employer” shall mean Executive’s Separation from Service, as determined under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder; provided, however, that such Separation from Service with Employer is not as a result of Executive’s death or disability (as defined in Code Section 409A). If, however, Executive separates from service with Employer as a result of death or disability (as defined in Code Section 409A) after Employer has provided written notice to Executive of Employer’s intent to separate Executive from service with Employer at a future date, but in no event later than two years after the date on which the Change in Control occurred, then notwithstanding the prior sentence, Executive or his estate, as applicable, will be entitled the benefits provided herein.
3. Executive will be deemed to have separated from service with Employer for “Good Reason” for the purpose of this Agreement if:
(a) Employer materially reduces Executive’s title, responsibilities, power or authority in comparison with his title, responsibilities, power or authority at the time of the Change in Control;
(b) Employer assigns Executive duties that are materially inconsistent with the duties assigned to Executive on the date on which the Change in Control occurred, and which duties Employer persists in assigning to Executive despite the prior written objection of Executive;
(c) Employer materially reduces Executive’s base compensation, or materially reduces Executive’s group health, life, disability or other insurance programs (including any such benefits provided to Executive’s family), Executive’s pension, retirement or profit-sharing benefits or any benefits provided by Employer’s Annual Incentive or Long-Term Incentive Plans or any substitute therefor, or excludes Executive from any plan, program or arrangement, including but not limited to any bonus or incentive plans in which Employer’s other executive officers are included; or
(d) In connection with a Control Devices CIC, (i) Executive is not offered a position with Employer comparable to that of President of Control Devices, or (ii) this Agreement is not expressly assumed as contemplated by Section 5.
4. A “Termination for Cause” for the purposes of this Agreement will be deemed to have occurred if, and only if, the Board of Directors of Employer, or its designee, in good faith determines that Executive’s termination is because of any one or more of the following:
(a) misappropriation of funds from Employer;
(b) conviction of a felony;
(c) commission of a crime or act or series of acts involving moral turpitude;
(d) commission of an act or series of acts of dishonesty that are inimical to the best interests of Employer or Employer’s shareholders;
(e) willful and repeated failure to perform the duties associated with Executive’s position, which failure has not been cured within thirty (30) days after Employer gives notice thereof to Executive; or
(f) failure to cooperate with any Employer investigation or with any investigation, inquiry, hearing or similar proceedings by any governmental authority having jurisdiction over Employer or Executive.
5. “Executive’s Annual Bonus” means the greater of the target annual incentive award at the time of termination or the actual incentive award received for the fiscal year prior to termination.
6. “Executive’s Annual Salary” means the greater of Executive’s annual base salary at the time of a Triggering Event or at the time of the occurrence of a Change in Control.
7. “Executive Pro Rata Annual Bonus” means an amount equal to the pro rata amount of incentive compensation Executive would have been entitled to at the time of a Triggering Event calculated based upon the personal and Employer targets or performance goals that were achieved in the year in which the Triggering Event occurred.
SECTION 2
TRIGGERING EVENT PAYMENTS
1. After the occurrence of a Triggering Event, Employer shall commence payments to Executive of the benefits or amounts set forth hereunder, provided the release required and described in Section 9 has been executed and timely delivered by Executive to Employer and, as applicable, such release has not been revoked:
(a) A lump sum payment, which will be in addition to any other compensation or remuneration to which Executive is, or becomes, entitled to receive from Employer. The lump sum cash payment shall be in an amount equal to the sum of (i) two times Executive’s Annual Salary, plus (ii) two times Executive’s Annual Bonus.
(b) In addition to making the payment described above, Employer shall also pay Executive a lump sum cash payment equal to the Executive Pro Rata Annual Bonus. If such payment cannot be made at the same time as the payment for Section 2, paragraph 1(a), as set forth below, because the Pro Rata Annual Bonus cannot be determined as of that payment date then such payment shall be made as soon as practicable after the determination of the Pro Rata Annual Bonus.
(c) In addition, Employer shall, at its expense, provide Executive, and Executive’s family with life and health insurance (“Health and Welfare Benefits”) in an amount not less than that provided on the date on which the Change in Control occurred for a period of twenty-four (24) months, at the time Employer commences payments described in Section 2, paragraph 1(a) above; provided, however, Employer shall not be obligated to pay for Health and Welfare Benefits after the date on which Executive shall be eligible to receive benefits from another employer which are substantially equivalent to or greater than the benefits Executive and his family received from Employer; provided, further, that if Executive’s continuation in some or all of Employer Health and Welfare Benefits is not available, then Employer shall make monthly payments to Executive commencing the first day of the month after Employer makes the payments described in Section 2, paragraph 1(a) above equal to the cost of the coverage for similarly situated employees of Employer, as determined solely by Employer, over a period of twenty-four (24) months with respect to those benefits among the Health and Welfare Benefits not available. The benefits shall run concurrent with the health insurance continuation coverage otherwise available under the COBRA rules.
The benefits under Section 2, paragraph 1(a) and, if applicable, Section 2, paragraph 1(b) shall be paid in one lump sum cash payment on the first regular payroll date following the sixty-first (61st) day after the Triggering Event, or as soon as is practicable. Provided, however, if Executive is a “specified employee” (within the meaning of Section 409A of the Code), all payments under Section 2 that are deferred compensation subject to Section 409A restrictions shall be made or commence, as applicable, on the date which is six (6) months after the date of Executive’s separation from service with Employer, or if Executive dies prior to such date, on the next payroll date that is administratively feasible following such death. In addition, all payments pursuant to this Agreement shall be made less standard required deductions and withholdings as required under the Code.
2. Notwithstanding anything in this Agreement to the contrary, in the event that it shall be determined (as hereinafter provided) that any payment or distribution by Employer or the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any grants under the Company’s or Employer’s long-term incentive plan, any stock option, restricted stock, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing (in the aggregate “Total Payments”), would be subject, but for the application of this Section 2, paragraph 2, to the excise tax imposed by Code Section 4999 (or any successor provision thereto) (the “Excise Tax”) by reason of being considered “contingent on a change in ownership or control” of Employer and as being considered an “excess parachute payment,” both within the meaning of Code Section 280G (or any successor provision thereto), then Executive shall receive the greater of:
(a) The Safe Harbor Amount (as defined below); or
(b) The aggregate Parachute Value (as defined below) of the Total Payments less the applicable Excise Tax.
For purposes of this Agreement, the “Safe Harbor Amount” is the maximum aggregate Parachute Value of the Total Payments that may be paid or distributed to Executive or for the benefit of Executive without triggering the Excise Tax because such amount is less than three times Executive’s “base amount,” within the meaning of Code Section 280G. The “Parachute Value” of the Total Payments is the aggregate present value as of the date of the Change in Control of that portion of the Total Payments that constitutes “parachute payments,” within the meaning of Code Section 280G. The calculation of the Total Payments, the Safe Harbor Amount, and the Parachute Value, as well as the method in which the reduction in payments under Section 2, paragraph 2(a) will be applied, shall be conducted and determined by a national accounting firm selected by the Company and its determinations shall be binding on all parties; provided, however, that if the calculation of such national accounting firm will result in a reduction of any of the payments to be made to Executive under Section 2, paragraph 1, prior to issuance of the final and binding determination, Executive shall be given a reasonable opportunity to (i) review and comment upon all of the material, information and documentation provided to the national accounting firm by the Company, and (ii) offer such input as Executive may determine to be helpful to the national accounting firm’s preliminary determination.
3. If in any future year a determination is made that the reduction described in Section 2, paragraph 2(a) was not required, then payment of such reduced amount shall be made as soon as administratively feasible.
SECTION 3
SETOFF
No amounts otherwise due or payable under this Agreement will be subject to setoff or counterclaim by either party hereto.
SECTION 4
ATTORNEY’S FEES/DISPUTE RESOLUTION/ARBITRATION AGREEMENT
All attorney’s reasonable fees and related expenses incurred in good faith by Executive in connection with or relating to the enforcement by Executive of his rights under this Agreement will be paid for by the Company. In addition, Executive and the Company agree that, subject to the express exceptions set forth in this Section 4, any dispute, claim or controversy that could be brought in court (collectively referred to herein as “Claim”) that Executive has against the Company or that the Company has against Executive relating to or arising out of the terms of this Agreement shall be resolved by final and binding arbitration as set forth in this Section 4.
Under this Section, the term Claim includes any allegations of unlawful discrimination, harassment, wrongful discharge, constructive discharge, and claims related to the payment of wages or benefits, under federal, state or local law and further includes, but is not limited to, contract, tort, common law, and statutory claims. By agreeing to this Attorney’s Fees/Dispute Resolution/Arbitration Agreement Section, Executive and the Company expressly waive any right that they may have to resolve any covered Claim through any other means, including a jury or court trial.
Executive and the Company agree that any covered Claim shall be resolved by exclusive, final and binding arbitration to be conducted in accordance with the American Arbitration Association’s (“AAA”) Employment Arbitration Rules and Mediation Procedures and held in the county in which Executive provides a majority of Executive’s services. In any arbitration proceeding, the Arbitrator shall apply the terms of this Dispute Resolution/Arbitration Agreement, and applicable federal, Ohio state, and local law. In the event any portion of this Dispute Resolution/Arbitration Agreement Section is held inapplicable as in violation of applicable law, as determined by the arbitrator selected herein or a court of competent jurisdiction, the offending portion of this provision may be removed or modified and the remainder of this Dispute Resolution/Arbitration Agreement Section shall not be affected. This Dispute Resolution/Arbitration Agreement Section shall be governed by the Federal Arbitration Act as will any actions to compel, enforce, vacate or confirm proceedings, awards, or orders of the arbitrator under this Dispute Resolution/Arbitration Agreement.
SECTION 5
SUCCESSORS AND PARTIES IN INTEREST
1.This Agreement will be binding upon and will inure to the benefit of the Company and its successors and assigns, including, without limitation, any corporation or other person which acquires, directly or indirectly, by purchase, merger, consolidation or otherwise, all or substantially all of the business or assets of the Company. Without limitation of the foregoing, the Company will require any such successor, by agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that it is required to be performed by the Company. This Agreement will be binding upon and will inure to the benefit of Executive, his heirs at law and his personal representatives.
2.Without limiting Paragraph 1 of Section 5, in the case of a Control Devices CIC, the Company, in its discretion, will assign this Agreement to an affiliated entity being acquired in the Control Devices CIC or use its commercially reasonable efforts to cause this Agreement to be assigned to or assumed by the acquiring or successor entity (or an Affiliate thereof) of Control Devices. In either case, such entity will be treated as “the Company” for all purposes under this Agreement and shall assume and honor all rights and obligations of Stoneridge, Inc. hereunder, and, upon such assumption, Stoneridge, Inc. shall waive all rights, and be released from all obligations, of the Company hereunder.
SECTION 6
ATTACHMENT
Neither this Agreement nor any benefits payable hereunder will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge or to execution, attachment, levy or similar process at law, whether voluntary or involuntary.
SECTION 7
NO EMPLOYMENT CONTRACT; TERMINATION
This Agreement will not in any way constitute an employment agreement between the Company and Executive and it will not oblige Executive to continue in the employ of the Company, nor will it oblige the Company to continue to employ Executive, but it will merely require the Company to pay benefits hereunder to Executive under the agreed upon circumstances. In addition, provided a Change in Control has not occurred, this Agreement shall terminate and be of no further force or effect one year from the date Executive ceases to be an employee eligible for this Agreement (as determined by the Board of Directors of the Company in its sole discretion and reflected in the minutes of Board of Directors after notice to such Executive).
SECTION 8
RIGHTS UNDER OTHER PLANS AND AGREEMENTS
The Change in Control benefits herein provided will be in addition to, and are not intended to reduce, restrict or eliminate any benefit to which Executive may otherwise be entitled by virtue of his termination of employment or otherwise.
SECTION 9
RELEASE
As a condition to the payment of the benefits by the Company to Executive pursuant to this Agreement, as described in Section 2, Executive shall deliver a signed release of claims against the Company. Such release shall be delivered to the Company no later than sixty (60) days following a Triggering Event, shall be in a form and substance as determined by the Company, and, as applicable, shall not be timely revoked by Executive, and will include among its terms operative language similar to the following:
In exchange for the payments set forth in the Change in Control Agreement by and between Stoneridge, Inc. (“the Company”) and Rajaey Kased (“Executive”)(the “CIC Agreement”), Executive for himself and for his heirs, personal representatives, successors and assigns, hereby forever releases, remises and discharges Stoneridge, Inc. (the Company) and each of its past, present, and future officers, directors, shareholders, members, employees, trustees, agents, representatives, affiliates, successors and assigns (collectively the “Stoneridge Released Parties”) from any and all claims, claims for relief, demands, actions and causes of action of any kind or description whatsoever, known or unknown, whether arising out of contract, tort, statute, treaty or otherwise, in law or in equity, which Executive now has, has had, or may hereafter have against any of the Stoneridge Released Parties from the beginning of Executive’s employment with Stoneridge to the date of this Release, arising from, connected with, or in any way growing out of, or related to, directly or indirectly, (i) Executive’s employment by Stoneridge, (ii) Executive’s service as an officer, director or key employee, as the case may be, of Stoneridge, (iii) any transaction prior to the date of this Release and all effects, consequences, losses and damages relating thereto, (iv) the services provided by Executive to Stoneridge, or (v) Executive’s termination of employment with Stoneridge under the common law or any federal or state statute, including, but not limited to, all claims arising under the Civil Rights Acts of 1866 and 1964, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Title 4112 of the Ohio Revised Code, and all other foreign, federal, state or local laws governing employers and employees. With regard to the release of claims under the Age Discrimination in Employment Act, Executive understands that he has a period of at least 21 days in which to consider this release, although he may sign it sooner if he chooses. Executive also understands that he will have a period of 7 days following the signing of this Release to revoke it by notifying Stoneridge’s Chief Human Resources Officer, in writing at 39675 MacKenzie Drive, Suite 400, Novi, MI 48377 prior to the expiration of the seven day period.
The release of claims under the Age Discrimination in Employment Act shall not become effective and the payments to be made under the Change in Control Agreement will not be made until the 7 day revocation period has expired. Executive is advised that by signing this Release, he is waiving legal rights and he is hereby advised to consult with an attorney prior to signing. Notwithstanding Executive’s release of claims, Executive retains the right to file a charge of alleged employment discrimination with the federal Equal Employment Opportunity Commission (“EEOC”) or a state or local civil rights agency or to participate in the investigation of such charge filed by another person or to initiate or respond to communications with the EEOC or a state or local civil rights agency; however, Executive waives all rights to recover or share in any damages or monetary payment awarded under any EEOC charge or action or any state or local agency complaint or action.
If the release described in this Section has not been delivered by Executive to the Company thirty (30) days after a Triggering Event, the Company shall provide Executive or his estate, as applicable, written notice that the release must be timely delivered in order for Executive to receive the benefits hereunder, which notice, however, shall in no event modify any otherwise applicable time periods. Notwithstanding any other provision of this Agreement, if the release described in this Section 9 is not timely delivered by Executive to the Company or, as applicable, is timely revoked by Executive, then this Agreement shall terminate and be of no further force or effect.
SECTION 10
COVENANTS, NON-COMPETITION, AND CONFIDENTIAL INFORMATION
For the first year following the occurrence of a Triggering Event and Executive’s separation from service with the Company, Executive shall not, directly or indirectly, do or suffer any of the following:
(a) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity (i) that has material operations which are engaged in any business activity competitive with the business of the Company or (ii) engaged in the business of designing and/or manufacturing of engineered electrical and electronic components, modules and systems for the automotive, medium- and heavy-duty truck, agricultural and off-highway vehicle markets; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant;
(b) Without the prior written consent of the Company, on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Company or its subsidiaries at any time during the six (6) months immediately preceding such date of hiring or solicitation; or
(c) Use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any entity controlling, controlled by, or under common control with the Company (each an “Affiliate”) except when required to do so by a court of competent jurisdiction; provided, however, that the foregoing restrictions shall not apply to the extent that such information (i) is clearly obtainable in the public domain, (ii) becomes obtainable in the public domain, except by reason of the breach by Executive of the terms hereof, (iii) was not acquired by Executive in connection with his employment or affiliation with the Company, (iv) was not acquired by Executive from the Company or its representatives, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. For purposes of this Agreement, “Confidential Information” shall mean non-public information concerning the Company’s financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, pricing data, information relating to governmental relations, discoveries, practices, processes, methods, trade secrets, developments, marketing plans and other non-public, proprietary and confidential information of the Company or its Affiliates, that, in any case, is not otherwise generally available to the public and has not been disclosed by the Company, or its Affiliates, as the case may be, to others not subject to confidentiality agreements. In the event Executive’s employment is terminated for any reason, Executive immediately shall return to the Company all Confidential Information in his possession.
The covenants of this Section 10 are in addition to, and not in lieu of, any other similar covenants or obligations imposed on Executive by law, regulation, agreement or the Company policies.
SECTION 11
NOTICES
All notices and other communications required to be given hereunder shall be in writing and will be deemed to have been delivered or made when mailed, by certified mail, return receipt requested, if to Executive, to the last address which Executive shall provide to the Company, in writing, for this purpose, but if Executive has not then provided such an address, then to the last address of Executive then on file with the Company; and if to the Company, then to the last address which the Company shall provide to Executive, in writing, for this purpose, but if the Company has not then provided Executive with such an address, then to:
Secretary
Stoneridge, Inc.
39675 MacKenzie Dr, Suite 400
Novi, Michigan 48377
With a copy to:
Robert M. Loesch
Tucker Ellis LLP
950 Main Avenue, Suite 1100
Cleveland, Ohio 44113
SECTION 12
GOVERNING LAW AND JURISDICTION
This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio. Subject to Section 4, if either party institutes a suit or other legal proceedings, whether in law or equity, Executive and the Company hereby irrevocably consent to the jurisdiction of the Circuit Court for Oakland County, Michigan or the United States District Court for the Eastern District of Michigan.
SECTION 13
ENTIRE AGREEMENT AND COMPLIANCE WITH LAW
This Agreement constitutes the entire understanding between the Company and Executive concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings between the parties hereto, including the Prior CIC Agreement and any other prior Change in Control agreements or arrangements by and between the Company and Executive. Nothing in this Agreement is intended to affect Executive’s rights, including rights to indemnification, if applicable, under the Company’s Code of Regulations. No term or provision of this Agreement may be changed, waived, amended or terminated except by a written instrument signed by both parties. the Company reserves the right, in its sole discretion, to amend this Agreement to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Company without the consent of Executive). In particular, to the extent Executive becomes entitled to receive payments subject to Code Section 409A upon an event that does not constitute a permitted distribution event under Code Section 409A(a)(2), then notwithstanding anything to the contrary in this Agreement, the timing of payment to Executive will be adjusted accordingly. the Company shall not indemnify or otherwise assume responsibility to Executive for any taxes, interest or penalties that arise from any payment made in violation of Code Section 409A.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this Agreement, the parties have hereunto set their hands as of the date and year first above written.
STONERIDGE, INC.
By: /s/ Susan Benedict
/s/ Rajaey Kased 8/13/2025
EXECUTIVE
Rajaey Kased
EX-10.2
3
sri-20250930xexx102.htm
EX-10.2
Document
August 12, 2025
Rajaey Kased
President, Control Devices
Re: Transaction Bonus
Dear Rajaey:
In recognition of your continuing key role at Stoneridge, Inc. (the “Company”) and its subsidiaries and affiliates, you shall be eligible to earn a transaction bonus upon the terms and conditions set forth in this letter agreement (this “Agreement”).
1.Transaction Bonus. You are eligible to earn a special transaction bonus in the amount of Eighty-Four Thousand Two Hundred Four dollars ($84,204) (the “Transaction Bonus”) less applicable withholdings, payable in accordance with Section 2, subject to your continued employment through the applicable Payment Date (as defined below) in accordance with Section 2 and subject to the terms and conditions set forth in this Agreement.
2.Payment Timing. The Transaction Bonus will be payable upon the Change in Control, defined briefly as the closing date of the sale of all or substantially all of the assets of the Control Devices Division, on the next practicable regular payroll date (“Payment Date”), subject to Section 3 below.
3.Employment Requirement. Your right to receive the Transaction Bonus is conditioned upon your continued employment with strong performance with the Company (or its successor) through the Payment Date.
a.If your employment is terminated by the Company (or its successor) other than for cause prior to the Payment Date, then you will be eligible to receive a portion of the Transaction Bonus on a pro rata basis. Your entitlement to the Transaction Bonus upon such a termination shall be contingent on your execution and non-revocation of a standard form of Separation Agreement and Release of Claims (“Release”) provided by the Company, and if such condition is satisfied, the Transaction Bonus shall be payable upon the Payment Date, but not sooner than the payment date specified in such Release.
b.If you voluntarily terminate or are terminated for cause prior to the Payment Date, you will be ineligible for any part of the Transaction Bonus.
c.Notwithstanding the foregoing, your employment remains “at-will” with no obligation on either you or the Company to continue the employment relationship for a determined length of time.
4.Section 409A. The payments and benefits under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from Section 409A. Notwithstanding the foregoing, the Company makes no representation with respect to compliance with Section 409A and shall not be liable to you for any taxes or penalties under Section 409A.
5.Assignment. You may not assign your rights under this Agreement except upon your death. The Company may assign its obligations hereunder to any successor, including any acquirer of all or substantially all of the assets of the Company.
6.Entire Agreement; Other Agreements. This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof, and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company.
7.Confidentiality. You agree, to the maximum extent permitted by law, to, and cause your affiliates and representatives to, keep confidential the existence and the terms of this Agreement; provided, however, that (i) you may disclose the terms of this Agreement to your financial or legal advisers who reasonably need to have access to such information to provide services to you, or to your spouse, so long as you have made such parties aware of the confidential nature of such information prior to disclosure, and (ii) you may disclose the terms of this Agreement if required to do so by any applicable legal requirement so long as reasonable prior notice of such required disclosure is given to the Company.
8.Governing Law. To the maximum extent permitted by law, this Agreement is governed by and to be construed in accordance with the laws of the State of Michigan, without regard to conflicts of laws principles thereof.
To accept this Agreement, please sign where indicated below, and return by August 15, 2025, to Susan Benedict, Chief Human Resources Officer and Assistant General Counsel.
Sincerely,
/s/ James Zizelman
By: James Zizelman
Title: President and CEO
I understand the terms of this Agreement. I accept and agree to this
Agreement as of the date below.
/s/ Rajaey Kased
Name: Rajaey Kased
Date: August 13, 2025
EX-31.1
4
sri-20250930xexx311.htm
EX-31.1
Document
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES–OXLEY ACT OF 2002
I, James Zizelman certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q of Stoneridge, Inc. (the “Company”);
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the Company and we have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
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| /s/ James Zizelman |
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| James Zizelman, President and Chief Executive Officer |
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| November 6, 2025 |
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EX-31.2
5
sri-20250930xexx312.htm
EX-31.2
Document
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES–OXLEY ACT OF 2002
I, Matthew R. Horvath, certify that:
(1)I have reviewed this Quarterly Report on Form 10-Q of Stoneridge, Inc. (the “Company”);
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the Company and we have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors:
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
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| /s/ Matthew R. Horvath |
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Matthew R. Horvath Chief Financial Officer and Treasurer |
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| November 6, 2025 |
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EX-32.1
6
sri-20250930xexx321.htm
EX-32.1
Document
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James Zizelman, President and Chief Executive Officer of Stoneridge, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2025 (“the Report”) which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| /s/ James Zizelman |
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| James Zizelman, President and Chief Executive Officer |
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| November 6, 2025 |
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A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2
7
sri-20250930xexx322.htm
EX-32.2
Document
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew R. Horvath, Chief Financial Officer and Treasurer of Stoneridge, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2025 (“the Report”) which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| /s/ Matthew R. Horvath |
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Matthew R. Horvath Chief Financial Officer and Treasurer |
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| November 6, 2025 |
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A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.