UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarter ended September 30, 20162017

 

Commission file number: 001-13337

 

STONERIDGE, INC.

(Exact name of registrant as specified in its charter)

 

Ohio 34-1598949
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
9400 East Market Street, Warren, Ohio

39675 MacKenzie Drive, Suite 400,

Novi, Michigan

 44484

48377

(Address of principal executive offices) (Zip Code)

 

 (330) 856-2443(248) 489-9300 
 Registrant's telephone number, including area code 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes¨No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xYes¨No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨Accelerated filer xNon-accelerated filer ¨
Smaller reporting company¨
Emerging growth company¨(Do not check if a smaller reporting company)

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.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).¨YesxNo

 

The number of Common Shares, without par value, outstanding as of October 24, 201627, 2017 was 27,842,883.28,171,209.

 

 

 

 

STONERIDGE, INC. AND SUBSIDIARIES

 

INDEX   Page
PART I–FINANCIAL INFORMATION  
     
Item 1.Financial Statements  
 Condensed Consolidated Balance Sheets as of September 30, 20162017 (Unaudited)  and December 31, 20152016 3
 Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 20162017 and 20152016 4
 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 20162017 and 20152016 5
 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 20162017 and 20152016 6
 Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 2428
Item 3.Quantitative and Qualitative Disclosures About Market Risk 3538
Item 4.Controls and Procedures 3538
     
PART II–OTHER INFORMATION  
     
Item 1.Legal Proceedings 3639
Item 1A.Risk Factors 3639
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 3639
Item 3.Defaults Upon Senior Securities 3639
Item 4.Mine Safety Disclosures 3639
Item 5.Other Information 3640
Item 6.Exhibits 3640
     
Signatures 3741

 1 
Index to Exhibits38

Forward-Looking Statements

 

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

 

·the reduced purchases, loss or bankruptcy of a major customer;

·the costs and timing of facility closures, business realignment activities, or similar actions;

·a significant change in automotive, commercial, off-highway, motorcycle off-highway or agricultural vehicle production;

·competitive market conditions and resulting effects on sales and pricing;

·the impact on changes in foreign currency exchange rates on sales, costs and results, particularly the Brazilian real, euro, Argentinian peso, Swedish krona, Mexican peso and Chinese Renminbi;

·our ability to achieve cost reductions that offset or exceed certain customer-mandated selling price reductions;

·a significant change in general economic conditions in any of the various countries in which we operate;

·labor disruptions at our facilities or at any of our significant customers or suppliers;

·the ability of our suppliers to supply us with quality parts and components at competitive prices on a timely basis;

·the amount of our indebtedness and the restrictive covenants contained in the agreements governing our indebtedness, including our credit facility;

·customer acceptance of new products;

·capital availability or costs, including changes in interest rates or market perceptions;

·the failure to achieve the successful integration of any acquired company or business; and

·those items described in Part I, Item IA (“Risk Factors”) of the Company's 20152016 Form 10-K.

 

In addition, 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, 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.


2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

CONDENSED CONSOLIDATED BALANCE SHEETS

                 

 September 30, December 31,  September 30,�� December 31, 
(in thousands) 2016  2015  2017  2016 
 (Unaudited)     (Unaudited)    
ASSETS                
                
Current assets:                
Cash and cash equivalents $50,560  $54,361  $50,791  $50,389 
Accounts receivable, less reserves of $1,563 and $1,066, respectively  122,286   94,937 
Accounts receivable, less reserves of $1,173 and $1,630, respectively  144,475   113,225 
Inventories, net  65,200   61,009   78,643   60,117 
Prepaid expenses and other current assets  31,677   21,602   23,264   17,162 
Total current assets  269,723   231,909   297,173   240,893 
                
Long-term assets:                
Property, plant and equipment, net  90,746   85,264   108,919   91,500 
Intangible assets, net and goodwill  41,294   36,699 
Intangible assets, net  78,011   39,260 
Goodwill  38,224   931 
Investments and other long-term assets, net  11,839   10,380   17,942   21,945 
Total long-term assets  143,879   132,343   243,096   153,636 
Total assets $413,602  $364,252  $540,269  $394,529 
                
LIABILITIES AND SHAREHOLDERS' EQUITY                
                
Current liabilities:                
Current portion of debt $9,901  $13,905  $4,421  $8,626 
Accounts payable  66,596   55,225   80,069   62,594 
Accrued expenses and other current liabilities  50,032   38,920   48,258   41,489 
Total current liabilities  126,529   108,050   132,748   112,709 
                
Long-term liabilities:                
Revolving credit facility  87,000   100,000   126,000   67,000 
Long-term debt, net  8,264   4,458   5,102   8,060 
Deferred income taxes  43,290   41,332   20,337   9,760 
Other long-term liabilities  3,898   3,983   31,553   4,923 
Total long-term liabilities  142,452   149,773   182,992   89,743 
                
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 28,907 shares issued and 27,843 and 27,912 shares outstanding at September 30, 2016 and December 31, 2015, respectively, with no stated value  -   - 
Common Shares, without par value, 60,000 shares authorized,        
28,966 and 28,966 shares issued and 28,171 and 27,850 shares outstanding at        
September 30, 2017 and December 31, 2016, respectively, with no stated value  -   - 
Additional paid-in capital  203,976   199,254   227,143   206,504 
Common Shares held in treasury, 1,123 and 995 shares at September 30, 2016 and December 31, 2015, respectively, at cost  (5,592)  (4,208)
Accumulated deficit  (3,011)  (32,105)
Common Shares held in treasury, 795 and 1,116 shares at September 30, 2017        
and December 31, 2016, respectively, at cost  (7,056)  (5,632)
Retained earnings  73,356   45,356 
Accumulated other comprehensive loss  (64,456)  (69,822)  (68,914)  (67,913)
Total Stoneridge, Inc. shareholders' equity  130,917   93,119   224,529   178,315 
Noncontrolling interest  13,704   13,310   -   13,762 
Total shareholders' equity  144,621   106,429   224,529   192,077 
Total liabilities and shareholders' equity $413,602  $364,252  $540,269  $394,529 

 

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


3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
(in thousands, except per share data) 2016  2015  2016  2015  2017  2016  2017  2016 
                         
Net sales $173,846  $162,057  $523,365  $490,171  $203,582  $173,846  $617,004  $523,365 
                                
Costs and expenses:                                
Cost of goods sold  124,098   116,912   375,705   355,432   141,033   124,098   429,890   375,705 
Selling, general and administrative  27,817   26,331   82,836   85,555   37,277   27,817   107,247   82,836 
Design and development  10,151   9,867   30,912   29,696   11,976   10,151   35,731   30,912 
                                
Operating income  11,780   8,947   33,912   19,488   13,296   11,780   44,136   33,912 
                                
Interest expense, net  1,684   1,747   5,038   4,683   1,508   1,684   4,436   5,038 
Equity in earnings of investee  (307)  (160)  (603)  (492)  (465)  (307)  (1,200)  (603)
Other income, net  (497)  (83)  (722)  (343)
Other expense (income), net  395   (497)  1,190   (722)
                                
Income before income taxes from continuing operations  10,900   7,443   30,199   15,640 
Income before income taxes  11,858   10,900   39,710   30,199 
                                
Income tax expense (benefit) from continuing operations  919   32   3,114   (202)
                
Income from continuing operations  9,981   7,411   27,085   15,842 
                
Loss from discontinued operations  -   (113)  -   (226)
Provision for income taxes  3,809   919   13,569   3,114 
                                
Net income  9,981   7,298   27,085   15,616   8,049   9,981   26,141   27,085 
                                
Net loss attributable to noncontrolling interest  (303)  (69)  (2,009)  (1,074)  -   (303)  (130)  (2,009)
                                
Net income attributable to Stoneridge, Inc. $10,284  $7,367  $29,094  $16,690  $8,049  $10,284  $26,271  $29,094 
                
Earnings per share from continuing operations attributable Stoneridge, Inc.:                
Basic $0.37  $0.27  $1.05  $0.62 
Diluted $0.36  $0.27  $1.03  $0.61 
                
Loss per share attributable to discontinued operations:                
Basic $0.00  $(0.01) $0.00  $(0.01)
Diluted $0.00  $(0.01) $0.00  $(0.01)
                                
Earnings per share attributable to Stoneridge, Inc.:                                
Basic $0.37  $0.26  $1.05  $0.61  $0.29  $0.37  $0.94  $1.05 
Diluted $0.36  $0.26  $1.03  $0.60  $0.28  $0.36  $0.92  $1.03 
                                
Weighted-average shares outstanding:                                
Basic  27,792   27,444   27,753   27,299   28,136   27,792   28,062   27,753 
Diluted  28,359   28,008   28,266   27,927   28,652   28,359   28,613   28,266 

 

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


4

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
(in thousands) 2016  2015  2016  2015  2017  2016  2017  2016 
                  
Net income $9,981  $7,298  $27,085  $15,616  $8,049  $9,981  $26,141  $27,085 
Less: Net loss attributable to noncontrolling interest  (303)  (69)  (2,009)  (1,074)  -   (303)  (130)  (2,009)
Net income attributable to Stoneridge, Inc.  10,284   7,367   29,094   16,690   8,049   10,284   26,271   29,094 
                                
Other comprehensive income (loss), net of tax attributable to Stoneridge, Inc.:                
Other comprehensive income (loss), net of tax attributable to                
Stoneridge, Inc.:                
Foreign currency translation  (638)  (12,557)  5,923   (24,497)  6,483   (638)  15,822   5,923 
Benefit plan liability  (84)  -   (84)  (45)
Unrealized loss on derivatives  (64)  (236)  (473)  (29)
Benefit plan adjustment  -   (84)  -   (84)
Unrealized gain (loss) on derivatives(1)  (138)  (64)  172   (473)
Other comprehensive income (loss), net of tax attributable to Stoneridge, Inc.  (786)  (12,793)  5,366   (24,571)  6,345   (786)  15,994   5,366 
                                
Comprehensive income (loss) attributable to Stoneridge, Inc. $9,498  $(5,426) $34,460  $(7,881)
Comprehensive income attributable to Stoneridge, Inc. $14,394  $9,498  $42,265  $34,460 

 

The Company has combined comprehensive income (loss) from continuing operations and comprehensive loss from discontinued operations herein.

(1)Net of tax benefit of $(74) and $0 for the three months ended September 30, 2017 and 2016, respectively. Net of tax expense of $93 and $0 for the nine months ended September 30, 2017 and 2016, respectively.

 

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


5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended September 30 (in thousands) 2016  2015 
       
OPERATING ACTIVITIES:        
Net income $27,085  $15,616 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:        
Depreciation  14,717   14,843 
Amortization, including accretion of deferred financing costs  2,677   3,000 
Deferred income taxes  714   202 
Earnings of equity method investee  (603)  (492)
(Gain) loss on sale of fixed assets  (409)  55 
Share-based compensation expense  4,587   5,746 
Loss on disposal of Wiring business  -   226 
Changes in operating assets and liabilities:        
Accounts receivable, net  (25,486)  (17,768)
Inventories, net  281   (15,028)
Prepaid expenses and other assets  (5,879)  (703)
Accounts payable  13,991   9,459 
Accrued expenses and other liabilities  5,342   1,977 
Net cash provided by operating activities  37,017   17,133 
         
INVESTING ACTIVITIES:        
Capital expenditures  (18,484)  (23,521)
Proceeds from sale of fixed assets  652   53 
Payments related to sale of Wiring business  -   (1,230)
Business acquisition  -   (469)
Net cash used for investing activities  (17,832)  (25,167)
         
FINANCING ACTIVITIES:        
Revolving credit facility payment  (13,000)  - 
Proceeds from issuance of debt  13,317   19,116 
Repayments of debt  (21,312)  (20,015)
Other financing costs  (339)  (49)
Repurchase of Common Shares to satisfy employee tax withholding  (1,384)  (2,854)
Net cash used for financing activities  (22,718)  (3,802)
         
Effect of exchange rate changes on cash and cash equivalents  (268)  (1,896)
Net change in cash and cash equivalents  (3,801)  (13,732)
Cash and cash equivalents at beginning of period  54,361   43,021 
         
Cash and cash equivalents at end of period $50,560  $29,289 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $4,573  $4,539 
Cash paid for income taxes, net $2,019  $1,840 
         
Supplemental disclosure of non-cash operating and financing activities:        
Bank payment of vendor payables under short-term debt obligations $3,764  $3,286 

The Company has combined cash flows from continuing operations and cash flows from discontinued operations within the operating, investing and financing categories.

Nine months ended September 30, (in thousands) 2017  2016 
       
OPERATING ACTIVITIES:        
Net income $26,141  $27,085 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  15,922   14,717 
Amortization, including accretion of deferred financing costs  4,993   2,677 
Deferred income taxes  6,233   714 
Earnings of equity method investee  (1,200)  (603)
Loss (gain) on sale of fixed assets  6   (409)
Share-based compensation expense  5,713   4,587 
Tax benefit related to share-based compensation expense  (759)  - 
Change in fair value of earn-out contingent consideration  4,645   - 
Changes in operating assets and liabilities, net of effect of business combination:        
Accounts receivable, net  (18,232)  (25,486)
Inventories, net  (6,564)  281 
Prepaid expenses and other assets  1,530   (5,879)
Accounts payable  11,611   13,991 
Accrued expenses and other liabilities  1,079   5,342 
   Net cash provided by operating activities  51,118   37,017 
         
INVESTING ACTIVITIES:        
Capital expenditures  (24,892)  (18,484)
Proceeds from sale of fixed assets  66   652 
Business acquisition, net of cash acquired  (77,258)  - 
   Net cash used for investing activities  (102,084)  (17,832)
         
FINANCING ACTIVITIES:        
Acquisition of noncontrolling interest, including transaction costs  (1,848)  - 
Revolving credit facility borrowings  91,000   - 
Revolving credit facility payments  (32,000)  (13,000)
Proceeds from issuance of debt  2,557   13,317 
Repayments of debt  (10,307)  (21,312)
Other financing costs  (61)  (339)
Repurchase of Common Shares to satisfy employee tax withholding  (2,222)  (1,384)
   Net cash provided by (used for) financing activities  47,119   (22,718)
         
Effect of exchange rate changes on cash and cash equivalents  4,249   (268)
Net change in cash and cash equivalents  402   (3,801)
Cash and cash equivalents at beginning of period  50,389   54,361 
         
Cash and cash equivalents at end of period $50,791  $50,560 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $4,286  $4,573 
Cash paid for income taxes, net $5,745  $2,019 
         
Supplemental disclosure of non-cash operating and financing activities:        
Bank payment of vendor payables under short-term debt obligations $-  $3,764 

 

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


6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

(1) Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “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, 20162017 are not necessarily indicative of the results to be expected for the full year.

While the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these 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 20152016 Form 10-K. 

On January 31, 2017, the Company acquired Exploitatiemaatschappij Berghaaf B.V. (“Orlaco”), an electronics business which designs, manufactures and sells camera-based vision systems, monitors and related products. The acquisition was accounted for as a business combination, and accordingly, the Company’s condensed consolidated financial statements herein include the results of Orlaco from the acquisition date to September 30, 2017. See Note 3 to the condensed consolidated financial statements for additional details regarding the Orlaco acquisition.

The Company had a 74% controlling interest in PST Electronica Ltda. (“PST”) from December 31, 2011 through May 15, 2017. On May 16, 2017, the Company acquired the remaining 26% noncontrolling interest in PST, which was accounted for as an equity transaction. As such, PST is now a wholly owned subsidiary. See Note 15 to the condensed consolidated financial statements for additional details regarding the acquisition of PST’s noncontrolling interest.

Also, see Note 2 for the impact of the adoption of various accounting standards on the condensed consolidated financial statements herein.

 

(2)  Recently Issued Accounting Standards

 

Recently Adopted Accounting Standards Not Yet Adopted

In August 2016,2017, the Financial Accounting Standards Board (“FASB”) issued Accounting StandardStandards Update (“ASU”) 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts2017-12, “Derivatives and Cash PaymentsHedging (Topic 230)”815): Targeted Improvements to Accounting for Hedging Activities”, which providesamends and simplifies existing guidance on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows in order to reduce diversityallow companies to more accurately present the economic effects of risk management activities in practice.  The ASU is effective for interim and annual periods beginning after December 15, 2017 withthe financial statements.  As early adoption permitted. Theis permitted, the Company is currently evaluating the impact of adoptingadopted this standard in the third quarter of 2017, which did not have a material impact on its condensed consolidated financial statements. 

In May 2017, FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718)”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. As early adoption is permitted, the Company adopted this standard in the second quarter of 2017, which did not have a material impact on its condensed consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)”. It eliminates Step 2 from the goodwill impairment test. As a result, an entity should recognize an impairment charge for the amount by which the carrying amount of goodwill exceeds the reporting unit's fair value, not to exceed the carrying amount of goodwill.  The Company adopted this standard on January 1, 2017, which did not have a material impact on its condensed consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

In March 2016, the FASB issued Accounting Standards Update ASU 2016-09, “Compensation - Stock Compensation (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions including how excess tax benefits should be classified in the Company’s condensed consolidated financial statements. The new standard also permits companies to recognize forfeitures as they occur as an alternative to utilizing estimated forfeitures rates which has beensimplifies the required practice.  The new accounting standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within that year.  The Company is currently evaluatingtreatment of share based payment transactions by recognizing the impact of adopting thisexcess tax benefits or deficiencies related to exercised or vested awards in income tax expense in the period of exercise or vesting. The new standard on itsalso modifies the diluted earnings per share calculation using the treasury stock method by eliminating the excess tax benefits or deficiencies from the calculation. These changes have been recognized prospectively.  The presentation of excess tax benefits in the condensed statement of consolidated financial statements.

In February 2016, the FASB issued ASU 2016 – 02, “Leases (Topic 842)” which will require that a lessee recognize assets and liabilities on the balance sheet for all leasescash flows was also modified to be included with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability.  The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within that year.other income tax cash flows as an operating activity.  The Company expects to adoptadopted this standard as of January 1, 2019.  The Company is currently evaluating2017 utilizing the impact of adopting this standard on its condensed consolidated financial statements, which will require right of use assets and lease liabilities be recordedprospective transition method for excess tax benefits in the condensed consolidated balance sheet for operating leases.  

In November 2015, the FASB issued ASU 2015 – 17, “Income Taxes (Topic 740)” which simplifies the presentationstatement of deferred income taxes.  Currently entities are required to separate deferred income tax liabilities and assets into current and noncurrent amounts in the balance sheet.  ASU 2015-17 requires that all deferred income taxes be classified as noncurrent in the balance sheet. The amendment is effective for fiscal years beginning after December 15, 2016 including interim periods within those fiscal years and may be applied either prospectively or retrospectively with early adoption permitted.cash flows. The Company is currently evaluatinghad unrecognized tax benefits related to share-based payment awards of $1,729 as of December 31, 2016, which upon adoption was recorded in other long-term assets with a corresponding increase to retained earnings associated with the impactcumulative effect of adopting this standard on its condensed consolidated financial statements.the accounting change.

 

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”, which requires that inventory be measured at the lower of cost or net realizable value.  Prior to the issuance of the new guidance, inventory was measured at the lower of cost or market. Replacing the concept of market with the single measurement of net realizable value is intended to reduce cost and complexity. The new accountingCompany adopted this standard as of January 1, 2017, which did not have a material impact on the its condensed consolidated financial statements or disclosures.

Accounting Standards Not Yet Adopted

In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business”.  It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for fiscal yearsannual periods beginning after December 15, 2016.2017.  The Company expects to adopt this standard as of January 1, 2017,2018, which is not expected to have a material impact on its condensed consolidated financial statements.

In August 2016, the Company’sFASB issued ASU 2016-15, “Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (Topic 230)”, which provides guidance on the presentation and classification of certain cash receipts and cash payments in the statement of cash flows in order to reduce diversity in practice.  This ASU is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability.  The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The Company expects to adopt this standard as of January 1, 2019.  The Company is currently evaluating the impact of adopting this standard on its condensed consolidated financial statements, or disclosures.which will require right of use assets and lease liabilities be recorded in the condensed consolidated balance sheet for operating leases.


8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers”, which is the new comprehensive revenue recognition standard that will supersede existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which thea company expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. This ASU allows for both retrospective and prospective methods of adoption.  In July 2015, the FASB approved a one-year deferral of the effective date of the standard. Therefore, theThe new standard will become effective for annual and interim periods beginning after December 15, 20172017. Currently, the Company does not expect the adoption of this standard to have a material impact on its results of operations or financial position; however, the Company expects expanded disclosures consistent with early adoptionthe requirements of the new standard. In particular, the Company does not expect any changes to how it accounts for reimbursable pre-production costs, currently accounted for as a reduction of costs incurred.  However, the Company continues to evaluate its contracts with customers analyzing the impact, if any, on revenue from the original effective date permitted. The Company is currently evaluatingsale of production parts, particularly in regards to material rights, variable consideration and the impact of adoptingtermination clauses on the timing of revenue recognition. The Company will adopt this standard on its condensed consolidated financial statements.January 1, 2018 and expects to use the modified retrospective transition method. Under the modified retrospective method, the Company would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application.

 

(3) Discontinued Operations

Wiring BusinessAcquisition of Orlaco

 

On August 1, 2014,January 31, 2017, Stoneridge B.V., an indirect wholly-owned subsidiary of Stoneridge, Inc., entered into and closed an agreement to acquire Orlaco. Orlaco designs, manufactures and sells camera-based vision systems, monitors and related electronic products primarily to the heavy off-road machinery, commercial vehicle, lifting crane and warehousing and logistics industries.  Stoneridge and Orlaco jointly developed the MirrorEye mirror replacement system, which is a system solution to improve the safety and fuel economy of commercial vehicles.  The MirrorEye system integrates Orlaco’s vision processing technology and Stoneridge’s driver information capabilities as well as the combined software capabilities of both businesses. The acquisition of Orlaco enhances the Stoneridge’s Electronics segment global technical capabilities in vision systems and facilitates entry into new markets.

The aggregate consideration for the Orlaco acquisition was €74,939 ($79,675), which included customary estimated adjustments to the purchase price. The Company completedpaid €67,439 ($71,701) in cash, and €7,500 ($7,974) is held in an escrow account for a period of eighteen months to secure the sale of substantially allpayment obligations of the assets and liabilitiesseller under the terms of its Wiring businessthe purchase agreement. The purchase price is subject to Motherson Sumi Systems Ltd.,certain customary adjustments set forth in the purchase agreement. The escrow amount will be transferred promptly following the completion of the escrow period. The Company may also be required to pay an India-based manufactureradditional amount up to €7,500 as contingent consideration (“earn-out consideration”) if certain performance targets are achieved during the first two years.

The acquisition date fair value of diversified products for the global automotive industry, and MSSL (GB) LIMITED (collectively, “Motherson”), for $71,386 in cash thattotal consideration transferred consisted of the stated purchase price and estimated working capital on the closing date. The final purchase price was subject to post-closing working capital and other adjustments. Upon the final resolution of the working capital and other adjustments in the second quarter of 2015, the Company returned $1,230 in cash to Motherson.following:

 

The Company also entered into short-term transition services agreements with Motherson substantially all of which concluded in the second quarter of 2015 associated with information systems, accounting, administrative, occupancy and support services as well as contract manufacturing and production support in Estonia.

Cash $79,675 
Fair value of earn-out consideration and other adjustments  4,208 
Total purchase price $83,883 

 

The Company had post-disposition sales to the Wiring business acquired by Motherson for the three and nine months ended September 30, 2016 of $4,627 and $15,378, respectively, and $7,299 and $21,574 for the three and nine months ended September 30, 2015, respectively. The Company had post-disposition purchases from the Wiring business acquired by Motherson of $121 and $315 for the three and nine months ended September 30, 2016, respectively, and $242 and $583 for the three and nine months ended September 30, 2015, respectively.

There was no activity related to discontinued operations for the Wiring business in the condensed consolidated statements of operations for the three and nine months ended September 30, 2016.

The following table displays summarized activity in the condensed consolidated statements of operations for discontinued operations related to the Wiring business:

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2015  2015 
       
Loss on disposal(A) $(118) $(230)
Income tax expense on loss on disposal  5   4 
Loss from discontinued operations $(113) $(226)

(A)9The loss on disposal for the three and nine months ended September 30, 2015 included transaction costs of $94 and $192, respectively. The loss on disposal also included a working capital and other adjustments of $24 and $38 for the three and nine months ended September 30, 2015, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period adjustments).  The purchase price and associated allocation is preliminary pending completion of the valuation of acquired inventory, property, plant and equipment, intangible assets and deferred income taxes and may be subsequently adjusted to reflect final valuation results and purchase price adjustments. Based upon information obtained, certain of the fair value amounts previously estimated were adjusted during the measurement period.  These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded at September 30, 2017 include an increase in inventory of $265; an increase in intangible assets of $113; a decrease in other long-term assets of $684; an increase in other current liabilities of $29; a decrease in accounts receivable of $201 and a decrease in earn-out consideration of $1,007. The measurement period and working capital adjustments resulted in a decrease to goodwill of $727.

At January 31, 2017   
Cash $2,165 
Accounts receivable  7,929 
Inventory  9,409 
Prepaid and other current assets  298 
Property, plant and equipment  6,668 
Identifiable intangible assets  38,739 
Other long-term assets  6 
Total identifiable assets acquired  65,214 
     
Accounts payable  3,020 
Other current liabilities  834 
Deferred tax liabilities  9,994 
Warranty liability  1,462 
Total liabilities assumed  15,310 
Net identifiable assets acquired  49,904 
Goodwill  33,979 
Net assets acquired $83,883 

Assets acquired and liabilities assumed were recorded at estimated fair values based on management's estimates, available information, and reasonable and supportable assumptions. Also, the Company utilized a third-party to assist with certain estimates of fair values, including:

·Fair value estimate for inventory was based on a comparative sales method

·Fair value estimate for property, plant and equipment was based on appraised values utilizing cost and market approaches

·Fair values for intangible assets were based on a combination of market and income approaches, including the relief from royalty method

·Fair value for the earn-out consideration was based on a Monte Carlo simulation utilizing forecasted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the 2017 and 2018 measurement period

These fair value measurements are classified within Level 3 of the fair value hierarchy. See Note 6 for details on fair value hierarchy.

10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Goodwill is calculated as the excess of the fair value of consideration transferred over the fair market value of the identifiable assets and liabilities and represents the future economic benefits arising from other assets acquired that could not be separately recognized. The goodwill is not deductible for income tax purposes.

Of the $38,739 of acquired identifiable intangible assets, $27,518 was provisionally assigned to customer lists with a 15-year useful life; $5,142 was provisionally assigned to trademarks with a 20-year useful life; and $6,079 was provisionally assigned to technology with a 7-year weighted-average useful life.

The Company recognized $1,259 of acquisition related costs in the condensed consolidated statement of operations as a component of selling, general and administrative (“SG&A”) expense for the nine months ended September 30, 2017.

Included in the Company's statement of operations for the three and nine months ended September 30, 2017 are post-acquisition sales of $18,502 and $46,956, and net income of $1,254 and $1,299, respectively, related to Orlaco which are included in results of the Electronics segment. The Company’s statement of operations also included $0 and $1,636 of expense in cost of goods sold (“COGS”) for the three and nine months ended September 30, 2017, respectively, associated with the step-up of the Orlaco inventory to fair value and the $1,823 and $3,926 fair value adjustment for earn-out consideration in SG&A expenses for the three and nine months ended September 30, 2017, respectively.

The following unaudited pro forma information reflects the Company’s condensed consolidated results of operations as if the acquisition had taken place on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the transaction actually occurred at the beginning of these periods, nor is it necessarily indicative of future results.

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
                 
Net sales $203,582  $187,626  $622,034  $566,518 
Net income attributable to Stoneridge, Inc. and subsidiaries $8,049  $11,406  $26,375  $33,195 

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

  

(4) Inventories

 

Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or market.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 handon-hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consisted of the following:

 

 September 30, December 31,  September 30, December 31, 
 2016  2015  2017  2016 
Raw materials $36,707  $36,021  $47,840  $35,665 
Work-in-progress  8,568   7,162   8,249   7,483 
Finished goods  19,925   17,826   22,554   16,969 
Total inventories, net $65,200  $61,009  $78,643  $60,117 

 

Inventory valued using the FIFO method was $41,452$56,861 and $35,378$37,765 at September 30, 20162017 and December 31, 2015,2016, respectively. Inventory valued using the average cost method was $23,748$21,782 and $25,631$22,352 at September 30, 20162017 and December 31, 2015,2016, respectively.

 

(5) Goodwill and Intangibles

Goodwill

Goodwill was $38,224 and $931 at September 30, 2017 and December 31, 2016, respectively, all of which relates to the Electronics segment. The increase in goodwill is related to the Orlaco acquisition as further discussed in Note 3. Goodwill is not amortized, but instead is tested for impairment at least annually, or earlier when events and circumstances indicate that it is more likely than not that such assets have been impaired.

Intangibles

  Acquisition  Accumulated    
As of September 30, 2017 cost  amortization  Net 
Customer lists $58,470  $(12,196) $46,274 
Tradenames  24,305   (5,592) ��18,713 
Technology  17,849   (4,825)  13,024 
Other  42   (42)  - 
Total $100,666  $(22,655) $78,011 

  Acquisition  Accumulated    
As of December 31, 2016 cost  amortization  Net 
Customer lists $27,476  $(9,138) $18,338 
Tradenames  18,116   (4,558)  13,558 
Technology  10,862   (3,498)  7,364 
Other  41   (41)  - 
Total $56,495  $(17,235) $39,260 

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The Company recorded amortization expense of $1,711 and $869 related to finite-lived intangible assets for the three month period ended September 30, 2017 and 2016, respectively, and $4,750 and $2,402 for the nine month period ended September 30, 2017 and 2016, respectively.  The Company currently estimates annual amortization expense to be $6,500 for 2017 and $6,800 for 2018, 2019, 2020 and 2021.  

(6) 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. 

 

Derivative Instruments and Hedging Activities

 

On September 30, 2016,2017, the Company had open foreign currency forward contracts which are used solely for hedging and not for speculative purposes. Management believes that its use of these instruments to reduce risk is in the Company's best interest.  The counterparties to these financial instruments are financial institutions with investment grade credit ratings.

Foreign Currency Exchange Rate Risk

 

The Company conducts business internationally and therefore is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow and fair value hedges to 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. The currencies hedged by the Company during 20162017 and 20152016 included the euro and Mexican peso. In addition, the Company hedged the U.S. dollar against the Swedish krona and euro on behalf of its European subsidiaries in 2016 and 2015.2016.

 

These forward contracts were executed to hedge forecasted transactions and certain transactions have been accounted for as cash flow hedges. As such, the effective portion of the unrealized gain or loss was deferred and reported in the Company’s condensed consolidated balance sheets as a component of accumulated other comprehensive loss. The cash flow hedges were highly effective. The effectiveness of the transactions has been and will be measured on an ongoing basis using regression analysis and forecasted future purchases of the currency.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

In certain instances, the foreign currency forward contracts do 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 statement of operations as a component of other income,expense (income), net.

 

The Company's foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows:

 

Euro-denominated Foreign Currency Forward Contract

 

At September 30, 20162017 and December 31, 2015,2016, the Company held a foreign currency forward contractcontracts with underlying notional amounts of $1,711$1,187 and $1,647,$1,601, respectively, to reduce the exposure related to the Company's euro-denominated intercompany loans. ThisThe current contract expires in December 2016.June 2018. The euro-denominated foreign currency forward contract was not designated as a hedging instrument. The Company recognized a loss of $36 and a gain of $1 and a loss of $9 for the three months ended September 30, 20162017 and 2015,2016, respectively, in the condensed consolidated statements of operations as a component of other income,expense (income), net related to the euro-denominated contract. For the nine months ended September 30, 20162017 and 2015,2016, the Company recognized a loss of $38$164 and a gain of $307,$38 respectively, related to this contract.

U.S. dollar-denominated Foreign Currency Forward Contracts – Cash Flow Hedges

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company entered into on behalf of one of its European Electronics subsidiaries whose functional currency is the Swedish krona, U.S. dollar-denominated currency contracts with a notional amount at September 30, 2016 of $2,655 which expire ratably on a monthly basis from October 2016 through December 2016, compared to a notional amount of $10,007 at December 31, 2015.(in thousands, except per share data, unless otherwise indicated)

(Unaudited)

The Company entered into on behalf of one of its European Electronics subsidiaries whose functional currency is the euro, U.S. dollar-denominated currency contracts with a notional amount at September 30, 2016 of $608 which expire ratably on a monthly basis from October 2016 through December 2016, compared to a notional amount of $2,421 at December 31, 2015.

 

The Company evaluated the effectiveness of the U.S. dollar-denominated foreign currency forward contracts held as of September 30, 2016 and December 31, 2015 and concluded that the hedges were effective.

Mexican peso-denominatedPeso-denominated Foreign Currency Forward Contracts – Cash Flow Hedge

 

The Company holds Mexican peso-denominated foreign currency forward contracts with notional amounts at September 30, 20162017 of $2,417$1,399 which expire ratably on a monthly basis from October 20162017 through December 2016,2017, compared to a notional amount of $9,780$5,699 at December 31, 2015.2016. 

 

The Company evaluated the effectiveness of the Mexican peso-denominated foreign currency forward contracts held as of September 30, 20162017 and December 31, 20152016 and concluded that the hedges were highly effective.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

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

 

     Notional  Prepaid expenses  Accrued expenses and 
  amounts (A)  and other current assets  other current liabilities 
  September 30,  December 31,  September 30,  December 31,  September 30,  December 31, 
  2016  2015  2016  2015  2016  2015 
Derivatives designated as hedging instruments:                        
Cash flow hedges:                        
Forward currency contracts $5,680  $22,208  $163  $474  $246  $84 
                         
Derivatives not designated as hedging instruments:                        
Forward currency contracts $1,711  $1,647  $  $  $13  $9 

     Prepaid expenses  Accrued expenses and 
  Notional amounts(A)  and other current assets  other current liabilities 
  September 30,  December 31,  September 30,  December 31,  September 30,  December 31, 
  2017  2016  2017  2016  2017  2016 
Derivatives designated as hedging instruments:                        
Cash flow hedges:                        
Forward currency contracts $1,399  $5,699  $237  $-  $-  $28 
Derivatives not designated as hedging instruments:                        
Forward currency contracts $1,187  $1,601  $-  $-  $37  $3 

 

(A)Notional amounts represent the gross contract in U.S. dollars of the derivatives outstanding.outstanding in U.S. dollars.

 

AmountsGross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net income for the three months ended September 30 are as follows: 

  

 Loss recorded Loss reclassified from     Gain (loss) reclassified from 
 in other comprehensive other comprehensive income  Gain (loss) recorded in other other comprehensive income 
 income (loss)  (loss) into net income  comprehensive income (loss)  (loss) into net income(A) 
 2016  2015  2016  2015  2017  2016  2017  2016 
Derivatives designated as cash flow hedges:                                
Forward currency contracts $(129) $(578) $(65) $(342) $56  $(129) $268  $(65)
Total derivatives designated as cash flow hedges $(129) $(578) $(65) $(342)

 

AmountsGross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net income for the nine months ended September 30 are as follows: 

 

 Loss recorded Loss reclassified from     Gain (loss) reclassified from 
 in other comprehensive other comprehensive income  Gain (loss) recorded in other other comprehensive income 
  income (loss)   (loss) into net income  comprehensive income (loss)  (loss) into net income(A) 
  2016   2015   2016   2015  2017  2016  2017  2016 
Derivatives designated as cash flow hedges:                                
Forward currency contracts $(656) $(681) $(183) $(652) $717  $(656) $452  $(183)
Total derivatives designated as cash flow hedges $(656) $(681) $(183) $(652)

 

Gains and losses reclassified from other comprehensive income (loss) into net income were recognized in cost of goods sold in the Company's condensed consolidated statements of operations.

(A)Gains and losses reclassified from other comprehensive income (loss) into net income were recognized in cost of goods sold in the Company's condensed consolidated statements of operations.

 

The net deferred lossgain of $83$237 on the cash flow hedge derivatives will be reclassified from other comprehensive income (loss) to the condensed consolidated statements of operations through December 2016.2017.  

14

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

Fair Value Measurements

 

The Company’s assets and liabilities 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 contracts, inputs include foreign currency exchange rates. Fair values estimated using Level 3 inputs consist of significant unobservable inputs.

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.

           September 30,
2017
  December 31,
2016
 
     Fair values estimated using    
     Level 1  Level 2  Level 3    
  Fair value  inputs  inputs  inputs  Fair value 
Financial assets carried at fair value:                    
Forward currency contracts $237  $-  $237  $-  $- 
Total financial assets carried at fair value $237  $-  $237  $-  $- 
                     
Financial liabilities carried at fair value:                    
Forward currency contracts $37  $-  $37  $-  $31 
Earn-out consideration  18,295   -   -   18,295   - 
Total financial liabilities carried at fair value $18,332  $-  $37  $18,295  $31 

The following table sets forth a summary of the change in fair value of the Company’s Level 3 financial liabilities related to earn-out consideration that are measured at fair value on a recurring basis.

  Orlaco  PST  Total 
Balance at December 31, 2016 $-  $-  $- 
Fair value on acquisition date  3,243   10,180   13,423 
Change in fair value  3,926   719   4,645 
Foreign currency adjustments  408   (181)  227 
Balance at September 30, 2017 $7,577  $10,718  $18,295 

The earn-out considerations related to Orlaco and PST are recorded within other long-term liabilities on the condensed consolidated balance sheet.

The increase in fair value of earn-out consideration related to the Orlaco acquisition is primarily due to actual performance exceeding forecasted performance as well as the reduced time from the current period end to the payment date and foreign currency. The increase in fair value of earn-out consideration for PST was due to the reduced time from the current period end to the payment date, which was partially offset by foreign currency translation. The fair value of the Orlaco and PST earn-out consideration is based on forecasted EBITDA during the performance periods.


15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

The Company did not have any financial assetsThere were no transfers in or liabilities fair valued using Level 1 orout of Level 3 inputs atfrom other levels in the fair value hierarchy for the nine months ended September 30, 2016 or December 31, 2015. The2017.

Except for the fair value of financial assets using Level 2 inputsacquired and liabilities assumed related to forward currency contractsthe Orlaco acquisition discussed in Note 3, there were $163 and $474 at September 30, 2016 and December 31, 2015, respectively. Theno non-recurring fair value of financial liabilities using Level 2 inputs related to forward currency contracts were $259 and $93 at September 30, 2016 and December 31, 2015, respectively.measurements for the periods presented.

 

(6)(7) Share-Based Compensation

 

Compensation expense for share-based compensation arrangements, which is recognized in the condensed consolidated statements of operations as a component of selling, general and administrativeSG&A expenses, was $1,699$1,648 and $1,264$1,699 for the three months ended September 30, 20162017 and 2015,2016, respectively. For the nine months ended September 30, 20162017 total share-based compensation was $4,587$5,713 compared to $5,746$4,587 for the nine months ended September 30, 2015.

2016. The nine months ended September 30, 2017 included expenses related to higher attainment of performance based awards and accelerated expense associated with the retirement of eligible employees. The nine months ended September 30, 2016 included $545expenses related to the modification of the retirement notice provisions of certain awards. The nine months ended September 30, 2015 included $2,225 from the accelerated vesting in connection with the retirement of the Company’s former President and Chief Executive Officer.

 

(7)(8) Debt

 

Debt consisted of the following at September 30, 20162017 and December 31, 2015:2016:

 

    Interest rates at  
 September 30, December 31, September 30,   September 30, December 31, Interest rates at  
 2016  2015  2016  Maturity 2017  2016  September 30, 2017  Maturity
Revolving Credit Facility                          
Credit facility $87,000  $100,000   1.80% September 2021
Credit Facility $126,000  $67,000   2.49% September 2021
                          
Debt                          
PST short-term obligations  7,401   11,556   4.27% - 20.37% 2016 - 2017  -   5,097       
PST long-term notes  10,573   6,428   6.20% - 18.00% 2017 - 2021  9,475   11,452   10.0% - 13.4% 2019-2021
Other  191   379         48   137       
Total debt  18,165   18,363        9,523   16,686      
Less: current portion  (9,901)  (13,905)       (4,421)  (8,626)     
Total long-term debt, net $8,264  $4,458       $5,102  $8,060      

 

Revolving Credit Facility

 

On November 2, 2007, the Company entered into an asset-based credit facility, which permits borrowing up to a maximum level of $100,000. The Company entered into an Amended and Restated Credit and Security Agreement and a Second Amended and Restated Credit and Security Agreement on September 20, 2010 and December 1, 2011, respectively.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

On September 12, 2014, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Agreement” or “Credit Facility”). The Amended Agreement provides for a $300,000 revolving credit facility, which replaced the Company’s existing $100,000 asset-based credit facility and includes a letter of credit subfacility, swing line subfacility and multicurrency subfacility. The Amended Agreement also has an accordion feature which allows the Company to increase the availability by up to $80,000 upon the satisfaction of certain conditions.Theconditions. The Amended Agreement extended the termination date to September 12, 2019 from December 1, 2016. On March 26, 2015, the Company entered into Amendment No. 1 to the Amended Agreement which modified the definition of Consolidated EBITDA to allow for the add back of cash premiums and other non-cash charges related to the amendment and restatement of the Amended Agreement and the early extinguishment of the Company’s 9.5% Senior Secured Notes. Consolidated EBITDA is used in computing the Company’s leverage ratio and interest coverage ratio which are covenants within the Amended Agreement. On February 23, 2016, the Company entered into Amendment No. 2 to the Amended Agreement which amended and waived any default or potential defaults with respect to the pledging as collateral additional shares issued by a wholly owned subsidiary and newly issued shares associated with the formation of a new subsidiary. On August 12, 2016, the Company entered into Amendment No. 3 (the “Amendment”) to the Amended Agreement which extended of the expiration date of the Agreement by two years to September 12, 2021, increased the borrowing sub-limit for the Company’s foreign subsidiaries by $30,000 to $80,000, increased the basket of permitted loans and investments in foreign subsidiaries by $5,000 to $30,000, and provided additional flexibility to the Company for certain permitted corporate transactions involving its foreign subsidiaries as defined in the Agreement. As a result of Amendment No. 3, the Company capitalized deferred financing costs of $339, which will be amortized over the remaining term of the Credit Facility. On January 30, 2017, the Company entered into Consent and Amendment No. 4 to the Amended Agreement which amended certain definitions, schedules and exhibits of the Credit Facility, consented to a Dutch Reorganization, and consented to the Orlaco acquisition. As a result of Amendment No. 4, the Company capitalized deferred financing costs of $61, which will be amortized over the remaining term of the Credit Facility.

16

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

Borrowings under the Amended Agreement bear interest at either the Base Rate, as defined, or the LIBOR Rate, at the Company’s option, plus the applicable margin as set forth in the Amended Agreement. The Company is also subject to a commitment fee ranging from 0.20% to 0.35% based on the Company’s leverage ratio. The Amended Agreement requires the Company to maintain a maximum leverage ratio of 3.00 to 1.00, and a minimum interest coverage ratio of 3.50 to 1.00 and places a maximum annual limit on capital expenditures. The Amended Agreement also contains other affirmative and negative covenants and events of default that are customary for credit arrangements of this type including covenants which place restrictions and/or limitations on the Company’s ability to borrow money, make capital expenditures and pay dividends.

Borrowings outstanding on the Credit Facility decreased from $100,000 at December 31, 2015 to $87,000were $126,000 and $67,000 at September 30, 2017 and December 31, 2016, as a result of an unplanned partial repayment made againstrespectively. Borrowings increased under the Credit Facility to fund the Orlaco acquisition described in Note 3 during the three months ended September 30, 2016.first quarter of 2017 which were partially offset by subsequent voluntary principal repayments.

 

The Company was in compliance with all Credit Facility covenants at September 30, 20162017 and December 31, 2015.2016.

 

The Company also has outstanding letters of credit of $3,367 and $3,399 at September 30, 2017 and December 31, 2016, respectively.

Debt

 

PST maintains several short-term obligations and long-term notes used for working capital purposes which have fixed annual interest rates. As of September 30, 2017 PST did not have any short-term obligations. The weighted-average interest rates of short-term and long-term debt of PST at September 30, 2016 were 11.1% and 13.2%, respectively.2017 was 11.7%.  Depending on the specific note, interest is payable either monthly or annually. Principal repayments on PST debt at September 30, 20162017 are as follows: $9,710 from October 2016 through September 2017, $963$4,373 from October 2017 through September 2018, $1,211 from October 2018 through December 2017, $3,972 in 2018, $2,566$2,685 in 2019, $398$629 in 2020, and $365$577 in 2021. PST was in compliance with all debt covenants at September 30, 20162017 and December 31, 2015.2016.

 

The Company's wholly-owned subsidiary located in Stockholm, Sweden, has an overdraft credit line which allows overdrafts on the subsidiary's bank account up to a maximum level of 20,000 Swedish krona, or $2,333$2,455 and $2,369,$2,196, at September 30, 20162017 and December 31, 2015,2016, respectively. At September 30, 20162017 and December 31, 2015,2016, there was no balance outstanding on this bank account.overdraft credit line.

 

(8)(9) Earnings Per Share

 

Basic earnings per share was computed by dividing net income by the weighted-average number of Common Shares outstanding for each respective period. Diluted earnings per share was calculated by dividing net income by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. As the Company adopted ASU 2016-09 on January 1, 2017 utilizing the prospective transition method, the weighted-average dilutive Common Shares calculation excludes the excess tax benefit from the treasury stock method for the three and nine months ended September 30, 2017, while the calculation includes the excess tax benefits using the treasury stock method for the three and nine months ended September 30, 2016.


17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows:

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
 2016  2015  2016  2015  2017  2016  2017  2016 
Basic weighted-average Common Shares outstanding  27,792,469   27,444,221   27,753,015   27,299,319   28,135,705   27,792,469   28,062,438   27,753,015 
Effect of dilutive shares  566,808   563,988   513,074   627,723   516,637   566,808   550,188   513,074 
Diluted weighted-average Common Shares outstanding  28,359,277   28,008,209   28,266,089   27,927,042   28,652,342   28,359,277   28,612,626   28,266,089 

 

Performance-basedThere were no performance-based restricted Common Shares outstanding at September 30, 2016 and 2015 were 0 and 134,250, respectively.2017 or 2016. There were also781,977 and 843,140 and 573,885 performance-based right to receive Common Shares outstanding at September 30, 20162017 and 2015,2016, respectively. These performance-based restricted and right to receive Common Shares are included in the computation of diluted earnings per share based on the number of Common Shares that would be issuable if the end of the quarter were the end of the contingency period.

 

18

(9)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

(10) Changes in Accumulated Other Comprehensive Loss by Component

 

Changes in accumulated other comprehensive loss for the three months ended September 30, 20162017 and 20152016 were as follows:

 

 Foreign Unrealized Benefit     Foreign Unrealized Benefit    
 currency gain (loss) plan     currency gain (loss) plan    
 translation  on derivatives  adjustment  Total 
Balance at July 1, 2017 $(75,551) $292  $-  $(75,259)
                
Other comprehensive income before reclassifications  6,483   36   -   6,519 
Amounts reclassified from accumulated other                
comprehensive loss  -   (174)  -   (174)
Net other comprehensive income (loss), net of tax  6,483   (138)  -   6,345 
Balance at September 30, 2017 $(69,068) $154  $-  $(68,914)
 translation  on derivatives  liability  Total                 
Balance at July 1, 2016 $(63,735) $(19) $84  $(63,670) $(63,735) $(19) $84  $(63,670)
                                
Other comprehensive loss before reclassifications  (638)  (129)  -   (767)  (638)  (129)  -   (767)
Amounts reclassified from accumulated other comprehensive loss  -   65   (84)  (19)
Amounts reclassified from accumulated other                
comprehensive loss  -   65   (84)  (19)
Net other comprehensive loss, net of tax  (638)  (64)  (84)  (786)  (638)  (64)  (84)  (786)
                
Balance at September 30, 2016 $(64,373) $(83) $-  $(64,456) $(64,373) $(83) $-  $(64,456)
                
Balance at July 1, 2015 $(57,543) $208  $84  $(57,251)
Other comprehensive loss before reclassifications  (12,557)  (578)  -   (13,135)
Amounts reclassified from accumulated other comprehensive loss  -   342   -   342 
Net other comprehensive loss, net of tax  (12,557)  (236)  -   (12,793)
                
Balance at September 30, 2015 $(70,100) $(28) $84  $(70,044)

Changes in accumulated other comprehensive loss for the nine months ended September 30, 2017 and 2016 were as follows:

  Foreign  Unrealized  Benefit    
  currency  gain (loss)  plan    
  translation  on derivatives  adjustment  Total 
Balance at January 1, 2017 $(67,895) $(18) $-  $(67,913)
                 
Other comprehensive income before reclassifications  15,822   466   -   16,288 
Amounts reclassified from accumulated other                
comprehensive loss  -   (294)  -   (294)
Net other comprehensive income, net of tax  15,822   172   -   15,994 
Reclassification of foreign currency translation associated                
with noncontrolling interest acquired  (16,995)  -   -   - 
Balance at September 30, 2017 $(69,068) $154  $-  $(68,914)
                 
Balance at January 1, 2016 $(70,296) $390  $84  $(69,822)
                 
Other comprehensive income (loss) before reclassifications  5,923   (656)  -   5,267 
Amounts reclassified from accumulated other                
comprehensive loss  -   183   (84)  99 
Net other comprehensive income (loss), net of tax  5,923   (473)  (84)  5,366 
Balance at September 30, 2016 $(64,373) $(83) $-  $(64,456)


19

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Changes in accumulated other comprehensive loss for the nine months ended September 30, 2016 and 2015 were as follows:

  Foreign  Unrealized  Benefit    
  currency  gain (loss)  plan    
  translation  on derivatives  liability  Total 
Balance at January 1, 2016 $(70,296) $390  $84  $(69,822)
                 
Other comprehensive income (loss) before reclassifications  5,923   (656)  -   5,267 
Amounts reclassified from accumulated other comprehensive loss  -   183   (84)  99 
Net other comprehensive income (loss), net of tax  5,923   (473)  (84)  5,366 
                 
Balance at September 30, 2016 $(64,373) $(83) $-  $(64,456)
                 
Balance at January 1, 2015 $(45,603) $1  $129  $(45,473)
                 
Other comprehensive loss before reclassifications  (24,497)  (681)  (45)  (25,223)
Amounts reclassified from accumulated other comprehensive loss  -   652   -   652 
Net other comprehensive loss, net of tax  (24,497)  (29)  (45)  (24,571)
                 
Balance at September 30, 2015 $(70,100) $(28) $84  $(70,044)

 

(10)(11)  Commitments and Contingencies

 

In the ordinary course of business, the Company is subject to a broad range of claims and legal proceedings that relate to contractual allegations, product liability, tax audits, patent infringement, employment-related matters and environmental matters. The Company establishes accruals for matters which it believes that losses are probable and can be reasonably estimable. 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. As the remedial action plan has been approved by the Florida Department of Environmental Protection, groundwater remediation began in the fourth quarter of 2015. During the three and nine months ended September 30, 20162017 and 2015,2016, environmental remediation costs incurred were immaterial. At September 30, 20162017 and December 31, 2015,2016, the Company accrued a remaining undiscounted liability of $488$267 and $532,$446, respectively, related to future remediation costs. At September 30, 20162017 and December 31, 2015, $3962016, $218 and $469,$370, respectively, waswere recorded as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets while the remaining amount was recorded as a component of other long-term liabilities. A majority of the costsCosts associated with the recorded liability will be incurred at the start ofto complete the groundwater remediation, which is expected to begin in November 2016, with the balance relating to monitoring costs to be incurred over multiple years. The recorded liability is based on assumptions in the remedial action plan. 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 closing terms of the sale agreement included a requirement for the Company to maintain a $2,000 letter of credit for the benefit of the buyer.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

TheDuring the third quarter of 2017, the Company hasresolved a legal proceeding,Verde v. Stoneridge, Inc. et al., currentlythat was pending in the United States District Court for the Eastern District of Texas, Cause No. 6:14-cv-00225- KNM.  The plaintiffPlaintiff filed this putative class action against the Company and others on March 26, 2014.  The plaintiff allegesPlaintiff had alleged that the Company was involved in the vertical chain of manufacture, distribution, and sale of a control device (“CD”) that was incorporated into a Dodge Ram truck purchased by Plaintiff in 2006.  Plaintiff allegeshad alleged that the Company breached express warranties and indemnification provisions by supplying a defective CD that was not capable of performing its intended function.  The putativeIn May 2017, the District Court denied Plaintiff’s motion for class consists of all Texas residents who own manual transmission Chrysler vehicles model years 1997–2007 equipped withcertification. On October 2, 2017, the subject CD.Company and Plaintiff seeks recovery of economic loss damages incurred by himagreed to settle this matter, and the putative class members associated with inspecting and replacing the allegedly defective CD, as well as attorneys’ fees and costs. Plaintiff filed a motion for class certification seeking to certify a classwith the Court requesting dismissal of Texas residents who own or lease certain automobiles sold by Chrysler from 1997–2007.  Plaintiff alleges this putative class would include approximately 120,000 people.  In the motion for class certification, the Plaintiff states that damages are no more than $1 per person.  A hearing on the Plaintiff’s motion for class certificationmatter with prejudice. The settlement amount was held on November 16, 2015, and the United States District Court has not yet ruled on class certification.  On April 8, 2016, the Magistrate Judge granted the Company’s motion for partial summary judgment dismissing the Plaintiff’s indemnification claim; that ruling was later adopted by the United States District Court.$3.

Similarly,Royal v. Stoneridge, Inc. et al. is anothera legal proceeding currently pending in the United States District Court for the Western District of Oklahoma, Case No. 5:14-cv-01410-F.  Plaintiffs filed this putative class action against the Company, Stoneridge Control Devices, Inc., and others on December 19, 2014.  Plaintiffs allege that the Company was involved in the vertical chain of manufacture, distribution, and sale of a CD that was incorporated into Dodge Ram trucks purchased by Plaintiffs between 1999 and 2006.  Plaintiffs allege that the Company and Stoneridge Control Devices, Inc. breached various express and implied warranties, including the implied warranty of merchantability.  Plaintiffs also seek indemnity from the Company and Stoneridge Control Devices, Inc.  The putative class consists of all owners of vehicles equipped with the subject CD, which includes various Dodge Ram trucks and other manual transmission vehicles manufactured from 1997–2007, which Plaintiffs allege is more than one million vehicles.  Plaintiffs seek recovery of economic loss damages associated with inspecting and replacing the allegedly defective CD, diminished value of the subject CDs and the trucks in which they were installed, and attorneys’ fees and costs.  On September 28, 2017, the Company reached an agreement with Plaintiffs to settle the matter. Under the terms of the settlement, which remains subject to approval by the Court, the Company will provide a replacement CD to each member of the settlement class who files a claim form with evidence of eligibility to participate. The amountterms of compensatorythe proposed settlement do not require the Company to provide members of the settlement class with any cash payments or other damages sought byto reimburse any installation costs associated with replacement of the CDs. Counsel for Plaintiffs and the putativesettlement class members is unknown. On January 12, 2016,will file a motion with the United States District Court grantedrequesting an award of attorneys’ fees and costs in partan amount not to exceed $375, and the Company’sCompany has agreed not to object to any request that does not exceed $375 and Stoneridge Control Devices, Inc.’s motions to dismiss,pay the amount of any award that does not exceed $375. Counsel for Plaintiffs and dismissed fourthe settlement class will also file a motion requesting incentive payments to each of the Plaintiffs’ five claims againstthree named Plaintiffs in an amount not to exceed $5 each, and the Company has agreed not to object to any request that does not exceed $15 total and Stoneridge Control Devices, Inc. Plaintiffs filed a motion for reconsiderationto pay the amount of any award that does not exceed $15 total. The total cost of the United States District Court’s ruling, which was denied. The Companysettlement remains uncertain because it is vigorously defending itself againstdifficult to predict how many members of the Plaintiffs’ allegations, and has andproposed settlement class will continue to challenge the claims as well as class action certification.request a replacement CD. The Company believes the likelihood of loss is not probable orand reasonably estimable (although not certain), and therefore noa liability of $525 for these claims has been recorded for these claimsas a component of accrued expenses and other current liabilities at September 30, 2016.2017.

 

In September 2013, two legal proceedings were initiated by Actia Automotive (“Actia”) in a French court (the tribunal de grande instance de Paris) alleging infringement of its patents by the Company’s Electronics segment. The euro (“€”) and U.S. dollar equivalent (“$”) that Actia was seeking has been €7,000 ($7,900) for each claim for injunctive relief and monetary damages resulting from such alleged infringement. The Company believed that its products did not infringe on any of the patents claimed by Actia, and the claims were without merit.  The Company vigorously defended itself against these allegations, and challenged certain Actia patents in the European Patent Office.  In September 2015, the French court ruled in favor of the Company on one claim, which was subject to appeal by Actia.  However, on July 28, 2016 the Company reached a settlement with Actia with regard to both claims.  Under the settlement the Company agreed to forego a payment by Actia of €50 ($56) that had been ordered by the French Court and Actia agreed (i) not to appeal the French court’s ruling against it on the first claim and (ii) to dismiss its infringement claims against the Company with respect to the second claim.  Under the settlement Actia agreed not to enforce any of the patents in question against the Company, or the Company’s successors and assigns.  As a result this matter has been settled and no liability has been recorded for these claims at September 30, 2016.


20

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

On May 24, 2013, the State Revenue Services of São Paulo issued a tax deficiency notice against PST claiming that the vehicle tracking and monitoring services it provides should be classified as communication services, and therefore subject to the State Value Added Tax – ICMS. The State Revenue Services assessment imposed the 25.0% ICMS tax on all revenues of PST related to the vehicle tracking and monitoring services rendered during the period from January 2009 through December 2010. The Brazilian real (“R$”) and U.S. dollar equivalent (“$”) of the aggregate tax assessment is approximately R$92,50099,100 ($28,500)31,300) which is comprised of Value Added Tax – ICMS of R$13,200 ($4,100)4,200) interest of R$11,40074,500 ($3,500)23,500) and penalties of R$67,90011,400 ($20,900)3,600).

 

The Company believes that the vehicle tracking and monitoring services are non-communication services, as defined under Brazilian tax law, subject to the municipal ISS tax, not communication services subject to state ICMS tax as claimed by the State Revenue Services of São Paulo. PST has, and will continue to collect the municipal ISS tax on the vehicle tracking and monitoring services in compliance with Brazilian tax law and will defend its tax position. PST has received a legal opinion that the merits of the case are favorable to PST, determining among other things that the imposition on the subsidiary of the State ICMS by the State Revenue Services of São Paulo is not in accordance with the Brazilian tax code. ManagementThe Company believes, based on the legal opinion of the Company’s Brazilian legal counsel and the results of the Brazil Administrative Court's ruling in favor of another vehicle tracking and monitoring company related to the tax deficiency notice it received, the likelihood of loss is reasonably possible, but not probable, although it may take years to resolve.  As a result of the above, as of September 30, 20162017 and December 31, 2015,2016, no accrual has been recorded with respect to the tax assessment.  An unfavorable judgment on this issue for the years assessed and for subsequent years could result in significant costs to PST and adversely affect its results of operations. There have been no significant changes to the facts and circumstances related to this notice for the three or nine months ended September 30, 2016.2017.

 

In addition, PST has civil, labor and other tax contingencies 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$34,60034,900 ($10,700)11,000) and R$25,40031,800 ($6,500)9,800) at September 30, 20162017 and December 31, 2015,2016, respectively. An unfavorable outcome on these contingencies could result in significant cost to PST and adversely affect its results of operations.

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 including insurance coverage. 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 or beyond what the Company may recover from its suppliers. The current portion of product warranty and recall is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. Product warranty and recall included $2,293$3,481 and $1,973$2,617 of a long-term liability at September 30, 20162017 and December 31, 2015,2016, respectively, which is included as a component of other long-term liabilities in the condensed consolidated balance sheets.

 

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

Nine months ended September 30 2016  2015 
Product warranty and recall at beginning of period $6,419  $7,601 
Accruals for products shipped during period  3,010   2,716 
Aggregate changes in pre-existing liabilities due to claim developments  (272)  (122)
Settlements made during the period  (1,332)  (3,715)
Product warranty and recall at end of period $7,825  $6,480 

(11) Headquarter Relocation

In March 2016, the Company announced the relocation of its corporate headquarters from Warren, Ohio to Novi, Michigan which will primarily occur during the fourth quarter of 2016. As a result, the Company incurred relocation costs of $726 and $998 for the three and nine months ended September 2016, respectively. The relocation costs incurred included employee retention, relocation, severance, recruiting, duplicate wages and professional fees.


21

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

In April 2016, the Company entered intoThe following provides a long-term lease agreement for its new corporate headquarters. The Company establishes assetsreconciliation of changes in product warranty and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company was involved in the construction of structural improvements or takes construction risk prior to the commencement of a lease. As of September 30, 2016, the Company recorded a non-cash build-to-suit lease asset under construction of $4,322 (within Prepaid and other currents assets) and a corresponding obligation (within accrued expenses and other current liabilities) in the condensed consolidated balance sheet.recall liability: 

 

Also, the Company concluded that the Warren, Ohio headquarter building, which had a net book value of $481 at September 30, 2016 and is actively marketed for sale, met the criteria for held for sale accounting treatment. As such, it was reclassified from Property, plant and equipment, net to Prepaid and other current assets at September 30, 2016.

Nine months ended September 30 2017  2016 
Product warranty and recall at beginning of period $9,344  $6,419 
Accruals for products shipped during period  6,408   3,010 
Assumed warranty liability related to Orlaco  1,462   - 
Aggregate changes in pre-existing liabilities due to claim developments  1,616   (272)
Settlements made during the period  (9,062)  (1,332)
Product warranty and recall at end of period $9,768  $7,825 

  

(12) Business Realignment and Corporate Headquarter Relocation

 

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 which are referred to as business realignment charges.

 

Business realignment charges by reportable segment were as follows:

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
 2016  2015  2016  2015  2017  2016  2017  2016 
Electronics(A) $-  $317  $1,180  $317  $16  $-  $72  $1,180 
PST(B)  211   403   1,242   403   37   211   475   1,242 
Unallocated Corporate(C)  -   309   -   309 
Total business realignment charges $211  $1,029  $2,422  $1,029  $53  $211  $547  $2,422 

 

(A)Severance costs for the three and nine months ended September 30, 2017 related to SG&A were $16. Severance costs for the nine months ended September 30, 2017 related to COGS were $56. Severance costs for the nine months ended September 30, 2016 related to selling, general and administrative (“SG&A”)&A and design and development (“D&D”) were $196 and $984, respectively. Severance costs for both the three and nine months ended September 30, 2015 related to SG&A and D&D were $102 and $215, respectively.

 

(B)Severance costs for the three months ended September 30, 2017 related to COGS, SG&A and D&D were $17, $19 and $1, respectively. Severance costs for the three months ended September 30, 2016 related to cost of goods sold (“COGS”)COGS and SG&A were $20 and $191, respectively. Severance costs for the nine months ended September 30, 2017 related to COGS, SG&A and D&D were $355, $119 and $1, respectively. Severance costs for the nine months ended September 30, 2016 related to COGS, SG&A and D&D were $307, $819 and $116, respectively. Severance costs for both the three and nine months ended September 30, 2015 related to COGS, SG&A and D&D were $172, $117 and $114, respectively.

(C)Severance costs for both the three and nine months ended September 30, 2015 related to SG&A were $309.

 

Business realignment charges classified by statement of operations line item were as follows:

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
 2016  2015  2016  2015  2017  2016  2017  2016 
Cost of goods sold $20  $171  $307  $171  $17  $20  $411  $307 
Selling, general and administrative  191   529   1,015   529   35   191   135   1,015 
Design and development  -   329   1,100   329   1   -   1   1,100 
Total business realignment charges $211  $1,029  $2,422  $1,029  $53  $211  $547  $2,422 

 

18

22

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Corporate Headquarter Relocation

In March 2016, the Company announced the relocation of its corporate headquarters from Warren, Ohio to Novi, Michigan. As a result, the Company incurred relocation costs of $726 and $998 for the three and nine months ended September 30, 2016 which were recorded within SG&A expenses in the condensed consolidated statements of operations.

In connection with the headquarter relocation, the Company was approved for a Michigan Business Development Program grant of up to $1,400 based upon the number of new jobs created in Michigan through 2021.  As a result of the attainment of the first milestone, grant income of $338 was recognized for the nine months ended September 30, 2017 within SG&A expense in the condensed consolidated statements of operations.

 

(13) Income Taxes

 

The Company computes its consolidated income tax provision each quarter based on a projected annual effective tax rate, as required. The Company is required to reduce deferred tax assets by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the benefit of the deferred tax assets will not be realized in future periods. The Company also records the income tax impact of certain discrete, unusual or infrequently occurring items including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

 

When a company maintains a valuation allowance in a particular jurisdiction, no net income tax expense or (benefit) will typically be provided on income (loss) for that jurisdiction on an annual basis. Jurisdictions with projected income that maintain a valuation allowance typically will form part of the projected annual effective tax rate calculation discussed above. However, jurisdictions with a projected loss for the year that maintain a valuation allowance are excluded from the projected annual effective income tax rate calculation. Instead, the income tax expense (benefit) for these jurisdictions is computed separately.

 

The actual year to date income tax expense (benefit) is the product of the most current projected annual effective income tax rate and the actual year to date pre-tax income (loss) adjusted for any discrete tax items. The income tax expense (benefit) for a particular quarter, except for the first quarter, is the difference between the year to date calculation of income tax expense (benefit) and the year to date calculation for the prior quarter.

 

Therefore, the actual effective income tax rate during a particular quarter can vary significantly based upon the jurisdictional mix and timing of actual earnings compared to projected annual earnings, permanent items, earnings for those jurisdictions that maintain a valuation allowance, tax associated with jurisdictions excluded from the projected annual effective income tax rate calculation and discrete items.

 

The Company recognized income tax expense of $3,809 and $919 and $32 from continuing operations for U.S. federal, state and foreign income taxes for the three months ended September 30, 20162017 and 2015,2016, respectively.  The increase in income tax expense for the three months ended September 30, 20162017 compared to the same period for 20152016 was primarily duerelated to the increase in consolidated earnings. Also, income tax expense increased due to PST’s operating loss which generated a benefit forrelease of the third quarter of 2015, however, due to theU.S. federal, certain state and foreign valuation allowance position takenallowances in the fourth quarter of 2015, no longer provides a2016 that were previously recorded against certain deferred tax benefit in 2016.assets. The effective tax rate increased to 32.1% in the third quarter of 2017 from 8.4% in the third quarter of 2016 from 0.4% in the third quarter of 2015 primarily due to a full valuation allowance on PST’s loss that negatively impacted the effective tax rate. The impact of PST on the effective tax rate was partially offset by the continued strong performance of the U.S. operations, which due to a full valuation allowance positively impacted the effective tax rate.rate in 2016, as well as the impact in the third quarter of 2017 of the non-deductible fair value adjustment to earn-out considerations related to the Orlaco and PST acquisitions.

 

The Company recognized income tax expense (benefit) of $3,114$13,569 and $(202)$3,114 from continuing operations for U.S. federal, state and foreign income taxes for the nine months ended September 30, 20162017 and 2015,2016, respectively. The increase in income tax expense for the nine months ended September 30, 20162017 compared to the same period for 20152016 was primarily due to the increaserelease of the U.S. federal, certain state and foreign valuation allowances in consolidated earnings. In addition, incomethe fourth quarter of 2016 that were previously recorded against certain deferred tax expenseassets. The effective tax rate increased due to PST’s operating loss which generated a benefit for34.2% in the first nine months of 2015, however, due to the valuation allowance position taken in the fourth quarter of 2015, no longer provides a tax benefit in 2016. The effective tax rate increased to2017 from 10.3% in the first nine months of 2016 from (1.3)% in the first nine months of 2015 primarily due to a full valuation allowance on PST’s loss that negatively impacted the effective tax rate. The impact of PST on the effective tax rate was partially offset by the continued strong performance of the U.S. operations, which due to a full valuation allowance, positivelyfavorably impacted the effective tax rate.rate in 2016, as well as the impact in 2017 of the non-deductible fair value adjustment to earn-out considerations related to the Orlaco and PST acquisitions.

 

19

23

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

(14) Segment Reporting

 

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

 

The Company has three reportable segments, Control Devices, Electronics, and PST, which also represent its operating segments. The Control Devices reportable segment produces sensors, switches, valves and actuators. The Electronics reportable segment produces electronic instrument clusters, electronic control units and driver information systems.systems and includes the recently acquired Orlaco business which designs and manufactures camera-based vision systems, monitors and related products using its vision processing technology. The PST reportable segment designs and manufactures electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services and in-vehicle audio and video 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 20152016 Form 10-K. The Company's management evaluates the performance of its reportable segments based primarily on revenues from external customers and operating income (loss).income. Inter-segment sales are accounted for on terms similar to those to third parties and are eliminated upon consolidation.

 

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. Corporate costs include various support functions, such as information technology, corporate finance, legal, executive administration and human resources.


24

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

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

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30,     September 30, 
 2016  2015  2016  2015  2017  2016  2017  2016 
Net Sales:                                
Control Devices $103,700  $87,030  $304,957  $251,299  $106,842  $103,700  $339,716  $304,957 
Inter-segment sales  430   482   1,448   1,814   1,118   430   3,269   1,448 
Control Devices net sales  104,130   87,512   306,405   253,113   107,960   104,130   342,985   306,405 
                                
Electronics  47,804   50,688   158,201   165,015   71,354   47,804   206,769   158,201 
Inter-segment sales  9,495   6,567   24,706   17,651   8,959   9,495   30,538   24,706 
Electronics net sales  57,299   57,255   182,907   182,666   80,313   57,299   237,307   182,907 
                                
PST  22,342   24,339   60,207   73,857   25,386   22,342   70,519   60,207 
Inter-segment sales  -   -   -   -   145   -   145   - 
PST net sales  22,342   24,339   60,207   73,857   25,531   22,342   70,664   60,207 
                                
Eliminations  (9,925)  (7,049)  (26,154)  (19,465)  (10,222)  (9,925)  (33,952)  (26,154)
Total net sales $173,846  $162,057  $523,365  $490,171  $203,582  $173,846  $617,004  $523,365 
Operating Income (Loss):                                
Control Devices $15,319  $12,197  $47,133  $33,787  $16,249  $15,319  $55,257  $47,133 
Electronics  3,735   2,767   12,050   9,413   4,896   3,735   13,267   12,050 
PST  29   (640)  (4,179)  (5,881)  1,018   29   2,720   (4,179)
Unallocated Corporate(A)  (7,303)  (5,377)  (21,092)  (17,831)  (8,867)  (7,303)  (27,108)  (21,092)
Total operating income $11,780  $8,947  $33,912  $19,488  $13,296  $11,780  $44,136  $33,912 
Depreciation and Amortization:                                
Control Devices $2,561  $2,346  $7,345  $7,132  $2,664  $2,561  $8,050  $7,345 
Electronics  996   949   3,076   2,860   2,136   996   5,947   3,076 
PST  2,307   2,282   6,388   7,421   2,115   2,307   6,299   6,388 
Corporate  115   69   309   139 
Unallocated Corporate  181   115   376   309 
Total depreciation and amortization (B) $5,979  $5,646  $17,118  $17,552  $7,096  $5,979  $20,672  $17,118 
Interest Expense, net:                                
Control Devices $56  $81  $172  $246  $19  $56  $84  $172 
Electronics  33   38   196   124   24   33   68   196 
PST  934   839   2,686   2,063   378   934   1,482   2,686 
Corporate  661   789   1,984   2,250 
Unallocated Corporate  1,087   661   2,802   1,984 
Total interest expense, net $1,684  $1,747  $5,038  $4,683  $1,508  $1,684  $4,436  $5,038 
Capital Expenditures:                                
Control Devices $3,229  $3,953  $9,260  $11,835  $5,523  $3,229  $13,318  $9,260 
Electronics  1,244   2,729   5,229   5,751   2,417   1,244   6,451   5,229 
PST  640   1,477   2,516   4,889   974   640   2,899   2,516 
Corporate  1,365   133   1,479   1,046 
Unallocated Corporate(C)  811   1,365   2,224   1,479 
Total capital expenditures $6,478  $8,292  $18,484  $23,521  $9,725  $6,478  $24,892  $18,484 

 


25

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

  September 30,  December 31, 
  2016  2015 
Total Assets:        
Control Devices $157,208  $127,649 
Electronics  110,216   97,443 
PST  111,935   100,143 
Corporate(C)  284,869   288,806 
Eliminations  (250,626)  (249,789)
Total assets $413,602  $364,252 

  September 30,  December 31, 
  2017  2016 
Total Assets:        
Control Devices $166,641  $150,623 
Electronics  245,568   99,964 
PST  108,162   107,405 
Corporate(C)  356,396   287,031 
Eliminations  (336,498)  (250,494)
Total assets $540,269  $394,529 

 

(A)Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs as well asand 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, equity investments and investments in subsidiaries.

 

The following table presentstables present net sales and long-term assets for each of the geographic areas in which the Company operates: 

 

 Three months ended Nine months ended  Three months ended Nine months ended 
 September 30, September 30,  September 30, September 30, 
 2016  2015  2016  2015  2017  2016  2017  2016 
Net Sales:                                
North America $108,605  $96,676  $321,973  $281,108  $113,402  $108,605  $358,275  $321,973 
South America  22,342   24,339   60,207   73,857   25,386   22,342   70,519   60,207 
Europe and Other(D)  42,899   41,042   141,185   135,206   64,794   42,899   188,210   141,185 
Total net sales $173,846  $162,057  $523,365  $490,171  $203,582  $173,846  $617,004  $523,365 

 

 September 30, December 31, 
 September 30, December 31,  2017  2016 
 2016  2015      
Long-term Assets:                
North America $63,934  $60,099  $76,539  $73,835 
South America  63,925   56,943   62,500   63,497 
Europe and Other  16,020   15,301 
Europe and Other(D)  104,057   16,304 
Total long-term assets $143,879  $132,343  $243,096  $153,636 

(D)The amounts for 2017 include net sales and long-term assets related to Orlaco which is disclosed in Note 3.

26

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

 

(15) Investments

 

Minda Stoneridge Instruments Ltd.

 

The Company has a 49% interest in Minda Stoneridge Instruments Ltd. (“Minda”), a company based in India that manufactures electronics, instrumentation equipment and sensors primarily for the motorcycle and commercial vehicle market.markets. The investment is accounted for under the equity method of accounting. The Company's investment in Minda, recorded as a component of investments and other long-term assets, net on the condensed consolidated balance sheets, was $7,846$9,475 and $6,929$7,952 at September 30, 20162017 and December 31, 2015,2016, respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $307$465 and $160,$307, for the three months ended September 30, 20162017 and 2015,2016, respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $603$1,200 and $492$603, for the nine months ended September 30, 2017 and 2016, and 2015, respectively.

22

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

PST Eletrônica Ltda.

 

The Company hashad a 74% controlling interest in PST. NoncontrollingPST from December 31, 2011 through May 15, 2017. On May 16, 2017, the Company acquired the 26% noncontrolling interest in PST increasedfor $1,500 in cash along with earn-out consideration. The Company will be required to $13,704 atSeptember 30, 2016 duepay additional earn-out consideration, which is not capped, based on PST’s financial performance in either 2020 or 2021. The preliminary estimated fair value of the earn-out consideration as of the acquisition date was $10,400, which was subsequently adjusted to $10,180, and was based on discounted cash flows utilizing forecasted EBITDA in 2020 and 2021. This fair value measurement is classified within Level 3 of the fair value hierarchy. The transaction was accounted for as an equity transaction, and therefore no gain or loss was recognized in the statement of operations or comprehensive incomeincome. The noncontrolling interest balance on the May 16, 2017 acquisition date was $14,458, of $394 resulting from a favorable change inwhich $31,453 and ($16,995) was related to the carrying value of the investment and foreign currency translation, of $2,403 partially offset by a proportionate share of its net loss of $2,009 for the nine months ended September 30, 2016. Noncontrolling interest in PST decreasedrespectively, and accordingly these amounts were reclassified to $14,273 at September 30, 2015 due toadditional paid-in capital and accumulated other comprehensive loss, respectively.

The following table sets forth a summary of $8,277 resulting from a proportionate share of its net loss of $1,074 and an unfavorablethe change in foreign currency translation of $7,203 for the nine months ended September 30, 2015. Comprehensive loss related to PST noncontrolling interest was $(467) and $(4,080) for the three months ended September 30, 2016 and 2015, respectively.interest:

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
Noncontrolling interest at beginning of period $-  $14,171  $13,762  $13,310 
Net loss  -   (303)  (130)  (2,009)
Foreign currency translation  -   (164)  826   2,403 
Comprehensive income (loss)  -   (467)  696   394 
Acquisition of noncontrolling interest  -   -   (14,458)  - 
Noncontrolling interest at end of period $-  $13,704  $-  $13,704 

 

PST has dividends payable declared in previous years to former noncontrolling interest holders of $10,842$22,143 Brazilian real ($3,340)7,004) at September 30, 2016.2017, which includes the dividend declared on May 16, 2017 of $9,610 Brazilian real ($3,092) and $1,691 Brazilian real ($535) in monetary correction. The dividend is payable on or before January 1, 2020, and is subject to monetary correction based on the Brazilian consumer price inflation index. The dividend payable related to PST is recorded within other long-term liabilities on the condensed consolidated balance sheet.


27

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

Background

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

On January 31, 2017, the Company acquired Exploitatiemaatschappij Berghaaf B.V. (“Orlaco”). As such, the Company’s condensed consolidated financial statements herein include the results of Orlaco from the acquisition date to September 30, 2017. On May 16, 2017, the Company also acquired the remaining 26% noncontrolling interest in PST.

 

Segments

 

We are primarily organized by products produced and markets served. Under this structure, our continuing operations have been reported utilizing the following segments:

 

Control Devices.This segment includes results of operations that manufacture sensors, switches, valves and actuators.

 

Electronics.This segment includes results of operations from the production ofproduces electronic instrument clusters, electronic control units and driver information systems.systems and includes the newly acquired Orlaco business, which designs and manufactures camera-based vision systems, monitors and related products using its vision processing technology.

 

PST.This segment includes results of operations that design and manufacture electronic vehicle alarms, convenience accessories, vehicle tracking devices and monitoring services and in-vehicle audio and video devices.

 

Third Quarter Overview

 

Income from continuing operationsNet income attributable to Stoneridge.Stoneridge, Inc. of $8.0 million, or $0.28 per diluted share, for the three months ended September 30, 2017, decreased by $2.3 million, or $0.08 per diluted share, from $10.3 million, or $0.36 per diluted share, for the three months ended September 30, 2016, increased by $2.8 million, or $0.09 per diluted share from $7.5 million, or $0.27 per diluted share for the three months ended September 30, 2015. The increase in income from continuing operations is primarily due to an increasea $2.9 million higher income tax expense as a result of the valuation allowance release in grossthe fourth quarter of 2016.  Gross profit of $4.6increased by $12.8 million relateddue to higher sales in all of our Control Devices segment andsegments, the inclusion of the acquired Orlaco business, lower material and overhead costs in our Electronicsas a percentage of sales and PST segments resulting from a favorable change in foreign currency exchange rates. Thisoperating improvements.  The higher gross profit was partially offset by a $1.5 millionan increase in selling, general and administrative and design and development costs of $9.5 million and $1.8 million, respectively, primarily inattributable to the acquired Orlaco business within our unallocated corporate segment (which included $0.7 million in costs associated with our headquarter relocation), and a $0.9 million increase in income tax expense.Electronics segment.

 

Net sales increased by $11.8$29.7 million, or 7.3%17.1%, compared to the third quarter of 2015 as2016 due to higher sales in each of our Control Devices segment were partially offset by lower sales in our PST and Electronics segments.  The increase in sales in our Control Devices segment was primarily due to new product salesincreased volume in the North AmericanChina automotive market while the increase in sales in our Electronics segment relates substantially to the Orlaco business acquired on January 31, 2017.  Also, PST segment sales decreasedmostly increased due to weakness in the Brazilian economyhigher monitoring product and automotive market.service revenues.

 

At September 30, 20162017 and December 31, 2015,2016, we had cash and cash equivalents balances of $50.6$50.8 million and $54.4$50.4 million, respectively. The decreaseincrease during the first nine months of 20162017 was primarily due to higher working capital,cash flows from operations and net debt financing offset by capital expenditures and repayment of debt, which was partially offset by net income.cash paid for business acquisition. At September 30, 20162017 and December 31, 20152016 we had $87.0$126.0 million and $100.0$67.0 million, respectively, in borrowings outstanding on our $300.0 million Credit Facility. The increase in the Credit Facility balance during the first nine months of 2017 was the result of borrowing to fund the Orlaco acquisition with a partial offset in voluntary principal payments.

 

28

Outlook

 

We expect ourIn the third quarter of 2017, the Company continued to drive financial performance through top-line growth that exceeded our underlying markets and continued operating efficiency improvement which contributed to improvehigher, sustainable long-term margins.  Sales of our emission sensor products were strong and continued to contribute to the Company’s growth, particularly in the fourth quarter of 2016 comparedChina market.  Also, the acquired Orlaco business performed well contributing to the fourth quarter of 2015 because of newgrowth in our Electronics segment.  The Company continues to benefit from its focus on a product launchesportfolio with embedded intelligence.  The Company believes that focusing on intelligence products that address industry megatrends will have a positive impact on both our top-line growth and savings from previously incurred business realignment activities.underlying margins. 

 

We expect to continue to have significantsales growth in our North American automotive vehicle salesmarket in 20162017 related to newrecent product launches primarily our shift by wire product in our Control Devices segment. Also,segment despite an expected decrease of 0.6 million production units in the North American automotive vehicle market production is expected to increase to approximately 17.917.2 million units in 2016 (an increase from the 17.5 million units produced2017. We also expect sales growth in 2015), which we expectour China automotive market in 2017 related to have a favorable effect on our Control Devices segment.sensor products.

 


The North American commercial vehicle market is expecteddeclined in 2016, however in 2017 we expect it to decline forremain at approximately the remainder of 2016 compared tosame level as 2016. We also expect the first nine months of 2016. The European commercial vehicle market is forecastedin 2017 to have a modest increase forremain at approximately the remainder of 2016 compared to the first nine months ofsame level as 2016.

 

Our PST segment revenues and operating performance continuehave begun to be adversely impacted by weaknessimprove in the second half of 2017 due to the stabilization of the Brazilian economy and the automotive market, and has been negatively impacted by unfavorable foreign currency translation.consumer markets we serve. In October 2016,2017, the International Monetary Fund (IMF)(“IMF”) forecasted the Brazil gross domestic product (“GDP”) to decline 3.3%grow 0.7% in 20162017 and increase 0.5%1.5% in 2017. Based on the forecasted negative GDP growth of2018. As the Brazilian economy improves, we expect favorable movements in 2016, PST’s salesour served market channels that would result in improved financial performance for PST.

Other Matters

As the Company no longer has a valuation allowance against its U.S. federal, certain state and earnings expectations continueforeign deferred tax assets, its effective tax rate will be higher in 2017 as compared to 2016. Actual cash taxes paid as a percentage of income in 2017 is expected to be moderated. Because there is significant uncertainty regarding the timing and magnitude of a recovery in the Brazilian economy and automotive market, the Company continues to realign PST’s cost structure to mitigate the effect on earnings and cash flows of possible continued weakened product demand and unfavorable foreign currency exchange rates.

We regularly evaluate the performance of our businesses and their cost structures, including personnel, and make necessary changes thereto in order to optimize our results.  We also evaluate the required skill sets of our personnel and periodically make strategic changes.  As a consequence of these actions, we incur severance related costs which we refer to as business realignment charges.consistent with historical amounts.

 

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 PST 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. While theThe U.S. dollar strengthenedweakened significantly against the Swedish krona, euro and Brazilian real in 2015 increasing2016 favorably impacting our material costs and reducing our reported results, theresults. The U.S. dollar weakenedcontinued to weaken against these currencies in the first nine months of 2016.2017 favorably impacting our material costs and reported results.

We regularly evaluate the performance of our businesses and their cost structures, including personnel, and make necessary changes thereto in order to optimize our results.  We also evaluate the required skill sets of our personnel and periodically make strategic changes.  As a consequence of these actions, we incur severance related costs which we refer to as business realignment charges.

 

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.

 

In March 2016, we announced the relocation of our corporate headquarters from Warren, Ohio to Novi, Michigan, which will occur primarily during the fourth quarter of 2016.  As a result, the Company will incur relocation costs of approximately $2.8 million to $3.4 million including employee retention, relocation, severance, recruiting, duplicate wages and professional fees.  The new headquarters will expand our presence in the Detroit metropolitan area and improve access to key customers, decision makers and influencers in the automotive and commercial vehicle markets that we serve.  In connection with the relocation, the Company is eligible for a Michigan Business Development Program grant of up to $1.4 million based upon the number of new jobs created in Michigan, along with talent services and training support from Oakland County Michigan Works!.

29

 


Three Months Ended September 30, 20162017 Compared to Three Months Ended September 30, 20152016

 

Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands): 

 

          Dollar           Dollar 
          increase /           increase / 
Three months ended September 30 2016  2015  (decrease)     2017     2016  (decrease) 
Net sales $173,846   100.0% $162,057   100.0% $11,789  $203,582   100.0% $173,846   100.0% $29,736 
Costs and expenses:                                        
Cost of goods sold  124,098   71.4   116,912   72.1   7,186   141,033   69.3   124,098   71.4   16,935 
Selling, general and administrative  27,817   16.0   26,331   16.2   1,486   37,277   18.3   27,817   16.0   9,460 
Design and development  10,151   5.8   9,867   6.1   284   11,976   5.9   10,151   5.8   1,825 
                                        
Operating income  11,780   6.8   8,947   5.6   2,833   13,296   6.5   11,780   6.8   1,516 
Interest expense, net  1,684   1.0   1,747   1.1   (63)  1,508   0.7   1,684   1.0   (176)
Equity in earnings of investee  (307)  (0.2)  (160)  (0.1)  (147)  (465)  (0.2)  (307)  (0.2)  (158)
Other income, net  (497)  (0.3)  (83)  -   (414)
Income before income taxes from continuing operations  10,900   6.3   7,443   4.6   3,457 
Income tax expense from continuing operations  919   0.5   32   -   887 
Income from continuing operations  9,981   5.8   7,411   4.6   2,570 
Loss from discontinued operations  -   -   (113)  (0.1)  113 
Other expense (income), net  395   0.2   (497)  (0.3)  892 
Income before income taxes  11,858   5.8   10,900   6.3   958 
                    
Provision for income taxes  3,809   1.8   919   0.5   2,890 
                                        
Net income  9,981   5.8   7,298   4.5   2,683   8,049   4.0   9,981   5.8   (1,932)
Net loss attributable to noncontrolling interest  (303)  (0.1)  (69)  -   (234)
Net loss attributable to                    
noncontrolling interest  -   -   (303)  (0.1)  303 
Net income attributable to Stoneridge, Inc. $10,284   5.9% $7,367   4.5% $2,917  $8,049   4.0% $10,284   5.9% $(2,235)
                    

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

              Dollar  Percent 
Three months ended September 30    2017     2016  increase  increase 
Control Devices $106,842   52.5% $103,700   59.7% $3,142   3.0%
Electronics  71,354   35.0   47,804   27.4   23,550   49.3 
PST  25,386   12.5   22,342   12.9   3,044   13.6 
Total net sales $203,582   100.0% $173,846   100.0% $29,736   17.1%

Our Control Devices segment net sales increased primarily as a result of increased sales volume in the China automotive, commercial vehicle, agricultural and various other markets of $3.5 million, $1.0 million, $0.1 million and $0.7 million, respectively, during the third quarter of 2017. This was partially offset by a decrease in sales volume in the North American automotive market of $2.1 million.

Our Electronics segment net sales increased primarily due to increased sales of European and North American off-highway vehicle products of $15.3 million and $3.6 million, respectively, substantially related to the acquired Orlaco business as well as an increase in sales volume in our North American commercial vehicle products of $2.9 million and a favorable foreign currency translation of $1.5 million.

Our PST segment net sales increased primarily due to an increase in monitoring product and service revenues and higher products sales volume as well as a favorable foreign currency translation that increased sales by $0.6 million, or 2.7%.

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

     Dollar  Percent 
Three months ended September 30    2017     2016  increase  increase 
North America $113,402   55.7% $108,605   62.5% $4,797   4.4%
South America  25,386   12.5   22,342   12.9   3,044   13.6 
Europe and Other  64,794   31.8   42,899   24.6   21,895   51.0 
Total net sales $203,582   100.0% $173,846   100.0% $29,736   17.1%

The increase in North American net sales was primarily attributable to increased sales volume in our North American off-highway, commercial vehicle and various other markets of $3.6 million, $2.5 million and $0.6 million, respectively, which were offset by a decrease in sales volume in our North American automotive market of $2.1 million. The increase in net sales in South America was primarily due to an increase in monitoring product and service revenues, product sales volume as well as a favorable foreign currency translation that increased sales by $0.6 million. The increase in net sales in Europe and Other was primarily due to the increase in European off-highway vehicle product sales of $15.3 million substantially related to Orlaco as well as an increase in sales volume in our China automotive and European commercial vehicle markets of $3.5 million and $2.0 million, respectively. Additionally, sales were favorably impacted by foreign currency translation of $1.5 million offset by unfavorable pricing of $0.6 million.

Cost of Goods Sold and Gross Margin. Cost of goods sold increased by 13.6% primarily related to an increase in net sales. Our gross margin improved by 2.1% to 30.7% for the third quarter of 2017 compared to 28.6% for the third quarter of 2016. Our material cost as a percentage of net sales decreased by 0.6% to 50.1% for the third quarter of 2017 compared to 50.7% for the third quarter of 2016. The lower direct material costs in our Electronics and PST segments resulted from favorable foreign currency movements associated with U.S. dollar denominated purchases while direct material costs as a percent of sales in our Control Devices segment decreased due to the benefit of a favorable product mix. Also, our Electronics segment was benefited by lower direct material costs and overhead as a percent of sales associated with the acquired Orlaco business. Our Electronics segment overhead as a percentage of net sales decreased by 1.8% to 12.0% for the third quarter of 2017 compared to 13.8% for the third quarter of 2016.

Our Control Devices segment gross margin improved slightly due to an increase in sales and a decrease in overhead as a percentage of net sales.

Our Electronics segment gross margin improved primarily due to lower overhead costs as a percentage of sales resulting from the Orlaco acquisition as well as lower material costs resulting from favorable movement in foreign currency exchange rates and a favorable mix related to Orlaco product sales.

Our PST segment gross margin improved due to lower overhead and direct labor costs associated with 2016 business realignment actions as well as lower direct material costs related to a favorable movement in foreign currency exchange rates and a favorable sales mix related to monitoring service increases.

Selling, General and Administrative (“SG&A”). SG&A expenses increased by $9.5 million compared to the third quarter of 2016 primarily due to higher costs in our Electronics segment substantially related to the acquisition of Orlaco of $5.6 million which includes expense of $2.2 million for the increase in fair value of earn-out consideration. Our unallocated corporate, Control Devices and PST segment’s SG&A costs also increased. Unallocated corporate SG&A costs increased due to higher wages, incentive compensation and professional fees which were offset by lower headquarter relocation costs of $0.7 million. Control Devices SG&A costs increased due to higher wages and incentive compensation. PST SG&A costs increased during the current period due to expense for the fair value of earn-out consideration of $0.5 million, an unfavorable change in foreign currency exchange rates and higher incentive compensation, which were partially offset by lower business realignment costs of $0.2 million.

Design and Development (“D&D”).D&D costs increased by $1.8 million substantially due to higher D&D costs in our Electronics segment related to the acquired Orlaco business.

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Operating Income. Operating income (loss) is summarized in the following table by reportable segment (in thousands):

        Dollar  Percent 
        increase /  increase / 
Three months ended September 30 2017  2016  (decrease)  (decrease) 
Control Devices $16,249  $15,319  $930   6.1%
Electronics  4,896   3,735   1,161   31.1 
PST  1,018   29   989   NM 
Unallocated corporate  (8,867)  (7,303)  (1,564)  (21.4)
Operating income $13,296  $11,780  $1,516   12.9%

NM – not meaningful

Our Control Devices segment operating income increased slightly primarily due to an increase in sales which were partially offset by higher SG&A costs.

Our Electronics segment operating income increased slightly primarily due to the increase in sales resulting from favorable movement in foreign currency exchange rates which were offset by higher D&D and material and labor costs, excluding the impact of the acquired Orlaco business.

Our PST segment operating income increased primarily due to higher sales and higher gross profit from a favorable sales mix of higher monitoring services. PST’s improved operating performance is expected to be sustained for the remainder of 2017.

Our unallocated corporate operating loss increased primarily due to higher wages, incentive compensation and professional fees, which were partially offset by lower headquarter relocation costs.

Operating income by geographic location is summarized in the following table (in thousands):

        Dollar  Percent 
        increase /  increase / 
Three months ended September 30 2017  2016  (decrease)  (decrease) 
North America $7,110  $8,852  $(1,742)  (19.7)%
South America  1,018   29   989   NM 
Europe and Other  5,168   2,899   2,269   78.3 
Operating income $13,296  $11,780  $1,516   12.9%

Our North American operating results decreased primarily due to decreases in sales volume in the North American automotive market as well as higher SG&A costs, which were partially offset by increased sales volume in the off-highway and commercial vehicle markets and slightly lower D&D costs in our Control Devices segment. The improved performance in South America was primarily due to higher sales and gross profit from a favorable sales mix of higher monitoring services which were partially offset by higher SG&A costs. Our operating results in Europe and Other increased due to higher sales in our China automotive and European commercial vehicle markets which were partially offset by higher D&D and material and labor costs, excluding the impact of the Orlaco business.

Interest Expense, net. Interest expense, net decreased by $0.2 million compared to the prior year third quarter primarily due to lower PST interest expense which was partially offset by higher interest on our Credit Facility resulting from the additional borrowings to fund the Orlaco acquisition.

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Equity in Earnings of Investee. Equity earnings for Minda were $0.5 million and $0.3 million for the three months ended September 30, 2017 and 2016, respectively. The increase compared to the prior period was due to higher sales and was benefited by a favorable change in foreign currency exchange rates.

Other Expense (Income), net. We record certain foreign currency transaction and forward currency hedge contract (gains) losses as a component of other expense (income), net on the condensed consolidated statement of operations. Other expense (income), net increased by $0.9 million in third quarter of 2017 compared to the third quarter of 2016 primarily due to an unfavorable change in foreign currency exchange rates in our Electronics segment partially offset by favorable foreign currency movements in our PST segment.

Provision for Income Taxes. We recognized income tax expense of $3.8 million and $0.9 million for federal, state and foreign income taxes for the third quarter of 2017 and 2016, respectively. The increase in income tax expense for the three months ended September 30, 2017 compared to the same period for 2016 was primarily due to the release of the U.S. federal, certain state and foreign valuation allowances in the fourth quarter of 2016 that were previously recorded against certain deferred tax assets. The effective tax rate increased to 32.1% in the third quarter of 2017 from 8.4% in the third quarter of 2016 primarily due to the continued strong performance of the U.S. operations, which due to a full valuation allowance, favorably impacted the effective tax rate in 2016, as well as the impact in the third quarter of 2017 of the non-deductible fair value adjustments to earn-out considerations related to the Orlaco and PST acquisitions.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):

              Dollar 
              increase / 
Nine months ended September 30    2017     2016  (decrease) 
Net sales $617,004   100.0% $523,365   100.0% $93,639 
Costs and expenses:                    
Cost of goods sold  429,890   69.7   375,705   71.8   54,185 
Selling, general and administrative  107,247   17.4   82,836   15.8   24,411 
Design and development  35,731   5.8   30,912   5.9   4,819 
                     
Operating income  44,136   7.1   33,912   6.5   10,224 
Interest expense, net  4,436   0.7   5,038   0.9   (602)
Equity in earnings of investee  (1,200)  (0.2)  (603)  (0.1)  (597)
Other expense (income), net  1,190   0.2   (722)  (0.1)  1,912 
Income before income taxes  39,710   6.4   30,199   5.8   9,511 
Provision for income taxes  13,569   2.2   3,114   0.6   10,455 
Net income  26,141   4.2   27,085   5.2   (944)
                     
Net loss attributable to                    
noncontrolling interest  (130)  -   (2,009)  (0.4)  1,879 
Net income attributable to Stoneridge, Inc. $26,271   4.2% $29,094   5.6% $(2,823)

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

 

    Dollar Percent           Dollar Percent 
          increase / increase / 
Three months ended September 30 2016  2015  (decrease)  (decrease) 
Nine months ended September 30    2017     2016  increase  increase 
Control Devices $103,700   59.7% $87,030   53.7% $16,670   19.2% $339,716   55.1% $304,957   58.3% $34,759   11.4%
Electronics  47,804   27.4   50,688   31.3   (2,884)  (5.7)  206,769   33.5   158,201   30.2   48,568   30.7%
PST  22,342   12.9   24,339   15.0   (1,997)  (8.2)  70,519   11.4   60,207   11.5   10,312   17.1%
Total net sales $173,846   100.0% $162,057   100.0% $11,789   7.3% $617,004   100.0% $523,365   100.0% $93,639   17.9%

 

Our Control Devices segment net sales increased primarily due toas a result of new product sales and growthincreased sales volume in the North American automotive market of $18.3$22.9 million and new program sales and increased sales volume in the China automotive, market of $1.4 million during the third quarter of 2016, which were offset by a decrease in commercial vehicle, agricultural and various other markets of $1.6$6.4 million, $2.9 million, $1.1 million and $0.8$1.8 million, respectively.respectively, which were offset by an unfavorable foreign currency translation of $0.5 million.

 

Our Electronics segment net sales declinedincreased primarily due to an increase in European and North American off-highway vehicle product sales of $39.4 million and $8.7 million, respectively, substantially related to the acquired Orlaco business as thewell as an increase in sales volume in our European and North American commercial vehicle products of $3.0 million was more than offset by a decrease in sales volume of our North American commercial vehicle and European off-highway vehicle products of $3.4$2.5 million and $1.2$2.8 million, respectively, andrespectively. These increases were partially offset by an unfavorable foreign currency translation of $1.2$4.6 million and unfavorable pricing of $1.9 million.

 


Our PST segment net sales decreasedincreased primarily due to continued weaknessan increase in the Brazilian economymonitoring product and automotive market which was partially offset byservice revenues as well as a favorable foreign currency translation that increased sales by $2.0$5.9 million, or 8.2%. PST’s monitoring service sales modestly increased but was more than9.9%, which were partially offset by a decline inlower product sales volume.

 

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

 

    Dollar Percent     Dollar Percent 
    increase / increase / 
Three months ended September 30 2016  2015  (decrease)  (decrease) 
Nine months ended September 30    2017     2016  increase  increase 
North America $108,605   62.5% $96,676   59.7% $11,929   12.3% $358,275   58.1% $321,973   61.5% $36,302   11.3%
South America  22,342   12.9   24,339   15.0   (1,997)  (8.2)  70,519   11.4   60,207   11.5   10,312   17.1%
Europe and Other  42,899   24.6   41,042   25.3   1,857   4.5   188,210   30.5   141,185   27.0   47,025   33.3%
Total net sales $173,846   100.0% $162,057   100.0% $11,789   7.3% $617,004   100.0% $523,365   100.0% $93,639   17.9%

 

The increase in North American net sales was primarily attributable to new product sales and growthincreased sales volumes in our North American automotive market of $18.3$22.9 million which was partially offset by decreasedand an increase in sales volumevolumes in our North American off-highway, agricultural, commercial vehicle, market and various other markets of $5.0$8.7 million, $1.0 million, $1.9 million and $0.8$1.8 million, respectively. The decreaseincrease in net sales in South America was primarily due to a decreasean increase in monitoring product sales volumeand service revenues as a result of continued weakness in the Brazilian economy and automotive market which was partially offset by awell as favorable foreign currency translation.translation that increased sales by $5.9 million. The increase in net sales in Europe and Other was primarily due to the increase in European off-highway vehicle products of $39.4 million substantially related to Orlaco as well as an increase in sales volume ofin our European commercial vehicle products of $3.0 million and new program sales and increased sales volume in our China automotive market of $1.4$7.8 million whichand $6.4 million, respectively. These increases were partially offset by a sales volume decrease of our European off-highway vehicle products of $1.2 million as well as an unfavorable foreign currency translation of $1.2$5.1 million and unfavorable pricing of $1.8 million.

Cost of Goods Sold and Gross Margin. Cost of goods sold increased by 6.1%14.4% primarily related to an increase in net sales in our Control Devices segment.sales. Our gross margin improved by 0.7%2.1% to 28.6%30.3% for the third quarterfirst nine months of 20162017 compared to 27.9%28.2% for the third quarterfirst nine months of 2015 primarily due to lower material costs in our Electronics and PST segments.2016. Our material cost as a percentage of net sales decreased by 0.7%1.0% to 50.7%50.5% for the third quarterfirst nine months of 20162017 compared to 51.4%51.5% for the third quarterfirst nine months of 2015 while our aggregated labor and overhead costs as a percentage of sales remained level.2016. The lower direct material costs in our Electronics and PST segments resulted from favorable foreign currency movements associated with U.S. dollar denominated purchases, which were partially offset by higher direct material costs as a percentage of sales in our Control Devices segment related to a change in product mix.mix and the step up of the Orlaco inventory to fair value of $1.6 million in our Electronics segment. Also, our Electronics segment was benefited by lower direct material and overhead costs as a percentage of sales associated with the acquired Orlaco business. Our Electronics segment overhead as a percentage of net sales decreased by 0.9% to 12.3% for the first nine months of 2017 compared to 13.2% for the first nine months of 2016.

34

 

Our Control Devices segment gross margin decreased as the benefit of increased slightly due to an increase in sales was more than offset by higher warranty relatedmaterial costs and was negatively impacted by an unfavorable mix of products sold.higher warranty costs.

 

Our Electronics segment gross margin improved primarily due to lower material and overhead costs resulting from favorable movement in foreign currency exchange rates.rates and a favorable mix related to Orlaco product sales.

 

Our PST segment gross margin increasedimproved due to lower direct material costs related to a favorable movement in foreign currency exchange rates but was negatively impacted byand a decrease infavorable sales volume.

Selling, General and Administrative (“SG&A”).SG&A expenses increased by $1.5 million compared to the third quarter of 2015 primarily duemix related to higher costs related to the corporate headquarter relocation (including employee retention, relocation, severance, recruiting and duplicate wages) totaling $0.7 millionmonitoring service revenues as well as higher wages, share-based compensation (partiallylower overhead costs resulting from the modification of the retirement notice provisions of certain awards) and professional fees in our unallocated corporate segment.2016 business realignment actions. This increase was partially offset by a slight decrease inlower product sales volume.

Selling, General and Administrative. SG&A expenses increased by $24.4 million compared to the first nine months of 2016 primarily due to higher costs in our Electronics segment substantially related to the acquisition of Orlaco of $14.4 million which includes expense of $3.9 million for the increase in fair value of earn-out consideration. Our unallocated corporate, Control Devices Electronics and PST segments,segments’ SG&A costs also increased, which were partially offset by a portion$0.9 million reduction in business realignment charges. Unallocated corporate SG&A costs increased due to higher wages, incentive compensation and professional fees as well as Orlaco transaction costs of $1.3 million. Additionally, unallocated corporate SG&A included grant income of $0.3 million (see Note 12 to our condensed consolidated financial statements) for the nine months ended September 30, 2017 compared to headquarter relocation expense of $1.0 million for the first nine months of 2016. Control Devices SG&A costs increased due to higher wages and benefits. PST SG&A costs increased during the current period due to expense for the fair value of earn-out consideration of $0.7 million, a change in foreign currency exchange rates and higher incentive compensation, which relates towere partially offset by lower business realignment charges which decreased by $0.3of $0.7 million.

 

Design and Development (“D&D”).Development.D&D costs increased by $0.3$4.8 million primarily due to higher D&D costs in our Electronics segment related to the acquired Orlaco business and new product launchesdesign and development in our Control Devices segment and product development costs in our Electronics segment, which were partially offset by lower employee costsa $1.1 million decrease in our PST segment as a result of business realignment actions.charges primarily related to our Electronics segment.


Operating Income. Operating income (loss) is summarized in the following table by continuing reportable segment (in thousands):

 

      Dollar Percent       Dollar Percent 
      increase / increase /       increase / increase / 
Three months ended September 30 2016  2015  (decrease)  (decrease) 
Nine months ended September 30 2017  2016  (decrease)  (decrease) 
Control Devices $15,319  $12,197  $3,122   25.6% $55,257  $47,133  $8,124   17.2%
Electronics  3,735   2,767   968   35.0   13,267   12,050   1,217   10.1%
PST  29   (640)  669   104.5   2,720   (4,179)  6,899   NM 
Unallocated corporate  (7,303)  (5,377)  (1,926)  (35.8)  (27,108)  (21,092)  (6,016)  (28.5)%
Operating income $11,780  $8,947  $2,833   31.7% $44,136  $33,912  $10,224   30.1%

 

Our Control Devices segment operating income increased primarily due to an increase in sales, which was partially offset by higher material, warranty, SG&A and D&D and warranty related costs.

 

Our Electronics segment operating income increased despite lower salesslightly primarily due to lower material costs and SG&Aa decrease in business realignment costs of $1.1 million which were partially offset by higher D&D costs.costs, excluding the impact of the acquired Orlaco business.

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Our PST segment operating performance improved primarily due to lower D&D costs resulting from business realignment actions andhigher sales, higher gross profit resulting from lower material costsa favorable sales mix of higher monitoring service revenues and a $0.2$0.8 million decrease in business realignment costs. PST’s improved operating performance is expected to continue inbe sustained for the fourth quarterremainder of 2016.2017.

 

Our unallocated corporate operating loss increased primarily due to costs related to the corporate headquarter relocationhigher wages and incentive compensation as well as higher wages, share-based compensation and professional fees.Orlaco transaction costs.

 

Operating income (loss) by geographic location is summarized in the following table (in thousands):

 

      Dollar Percent       Dollar Percent 
      increase / increase / 
Three months ended September 30 2016  2015  (decrease)  (decrease) 
Nine months ended September 30 2017  2016  increase  increase 
North America $8,852  $7,714  $1,138   14.8% $28,007  $27,303  $704   2.6%
South America  29   (640)  669   104.5   2,720   (4,179)  6,899   NM 
Europe and Other  2,899   1,873   1,026   54.8   13,409   10,788   2,621   24.3%
Operating income $11,780  $8,947  $2,833   31.7% $44,136  $33,912  $10,224   30.1%

 

Our North American operating results improved primarily due to increased sales in the North American automotive market, which were partially offset by higher wages, share-basedincentive compensation, professional feeswarranty and costs related to the headquarter relocation.Orlaco transaction costs. The improved performance in South America was primarily due to lower D&D employee costs resulting from business realignment actions,higher sales, higher gross profit resulting from lower material costsa favorable sales mix of higher monitoring service revenues and a $0.2 million decrease in business realignment costs. Our operating results in Europe and Other improved primarily due primarily to higher sales of European off-highway, China automotive and European commercial vehicle products and lower material and overhead costs resulting from a favorable movement in foreign currency exchange rates and higher sales of European commercial vehicle and China automotive products.rates.

 

Interest Expense, net. Interest expense, net decreased by $0.1$0.6 million compared to the first nine months of the prior year third quarter primarily due to a lower PST interest rateexpense which was partially offset by higher interest related to our Credit Facility.Facility resulting from the additional borrowings to fund the Orlaco acquisition.

 

Equity in Earnings of Investee. Equity earnings for Minda were $0.3$1.2 million and $0.2$0.6 million for the threenine months ended September 30, 20162017 and 2015,2016, respectively. The increase in Minda’s income from operations compared to the prior period was partially offsetdue to higher sales and benefited by an unfavorablea favorable change in foreign currency exchange rates.

 

Other Income,Expense (Income), net. We record certain foreign currency transaction and forward currency hedge contract (gains) losses as a component of other income,expense (income), net on the condensed consolidated statement of operations. Other income,expense (income), net increased by $0.4$1.9 million in first nine months of 2017 compared to $0.5 million for the third quarterfirst nine months of 2016 primarily due to an increase in foreign currency gains and several other items. The favorable change in certain foreign currency exchange rates in our unallocated corporate and Electronics segments were partially offset by an unfavorable change in foreign currency exchange rates in our Electronics segment partially offset by favorable foreign currency movements in our PST segment.


ExpenseProvision for Income Taxes from Continuing Operations.Taxes. We recognized income tax expense of $0.9$13.6 million and less than $0.1 million from continuing operations for federal, state and foreign income taxes for the third quarter of 2016 and 2015, respectively. The increase in income tax expense for the three months ended September 30, 2016 compared to the same period for 2015 was primarily due to the increase in consolidated earnings. Also, income tax expense increased due to the PST operating loss which generated a benefit for the third quarter of 2015, however, due to the valuation allowance position taken in the fourth quarter of 2015, no longer provides a tax benefit in 2016. The effective tax rate increased to 8.4% in the third quarter of 2016 from 0.4% in the third quarter of 2015 primarily due to a full valuation allowance on PST’s loss that negatively impacted the effective tax rate. The impact of PST on the effective tax rate was partially offset by the continued strong performance of our U.S. operations which, due to a full valuation allowance, positively impacted the effective tax rate.

We will continue to maintain a full valuation allowance on our U.S. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this allowance. As a result of the sale of the Wiring business and debt refinancing during the second half of 2014 and actual and anticipated earnings of the U.S. operations, we believe that there is a reasonable possibility that additional positive evidence may continue to develop in the near term that may allow us to reach a conclusion that some or all of the valuation allowance on our U.S. deferred tax assets will no longer be needed. Reversal of some or all of the U.S. valuation allowance would result in the recognition of certain deferred tax assets and an income tax benefit in the period the reversal is recorded. However, the exact timing and amount of a valuation allowance reversal depends upon the level of profitability that we are able to actually achieve.


Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015

Condensed consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):

              Dollar
 increase /
 
Nine months ended September 30    2016     2015  (decrease) 
Net sales $523,365   100.0% $490,171   100.0% $33,194 
Costs and expenses:                    
Cost of goods sold  375,705   71.8   355,432   72.5   20,273 
Selling, general and administrative  82,836   15.8   85,555   17.5   (2,719)
Design and development  30,912   5.9   29,696   6.0   1,216 
                     
Operating income  33,912   6.5   19,488   4.0   14,424 
Interest expense, net  5,038   0.9   4,683   1.0   355 
Equity in earnings of investee  (603)  (0.1)  (492)  (0.1)  (111)
Other income, net  (722)  (0.1)  (343)  (0.1)  (379)
Income before income taxes from continuing operations  30,199   5.8   15,640   3.2   14,559 
Income tax expense (benefit) from continuing operations  3,114   0.6   (202)  -   3,316 
Income from continuing operations  27,085   5.2   15,842   3.2   11,243 
Loss from discontinued operations  -   -   (226)  -   226 
Net income  27,085   5.2   15,616   3.2   11,469 
Net loss attributable to noncontrolling interest  (2,009)  (0.4)  (1,074)  (0.2)  (935)
Net income attributable to Stoneridge, Inc. $29,094   5.6% $16,690   3.4% $12,404 

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

     Dollar  Percent 
              increase /  increase / 
Nine months ended September 30    2016     2015  (decrease)  (decrease) 
Control Devices $304,957   58.3% $251,299   51.2% $53,658   21.4%
Electronics  158,201   30.2   165,015   33.7   (6,814)  (4.1)%
PST  60,207   11.5   73,857   15.1   (13,650)  (18.5)%
Total net sales $523,365   100.0% $490,171   100.0% $33,194   6.8%

Our Control Devices segment net sales increased primarily due to new product sales and growth in the North American automotive market of $54.8 million and new program sales and increased sales volume in the China automotive market of $3.5 million, which were partially offset by a decrease in various other markets of $2.1 million and our North American commercial vehicle market of $0.5 million during the first nine months of 2016.

Our Electronics segment net sales decreased primarily due to a decrease in sales volume in our North American commercial vehicle products of $9.6 million, an unfavorable foreign currency translation of $1.7 million and a decrease in our European off-highway vehicle products of $0.9 million, which were partially offset by an increase in sales volume in our European commercial vehicle products of $5.9 million.


Our PST segment net sales decreased primarily due to an unfavorable foreign currency translation which reduced sales by $7.9 million, or 10.7%, and lower product volume as a result of continued weakness in the Brazilian economy and automotive market while monitoring service sales volume modestly increased.

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

     Dollar  Percent 
     increase /  increase / 
Nine months ended September 30    2016     2015  (decrease)  (decrease) 
North America $321,973   61.5% $281,108   57.3% $40,865   14.5%
South America  60,207   11.5   73,857   15.1   (13,650)  (18.5)%
Europe and Other  141,185   27.0   135,206   27.6   5,979   4.4%
Total net sales $523,365   100.0% $490,171   100.0% $33,194   6.8%

The increase in North American net sales was primarily attributable to new product sales and growth in the North American automotive market of $54.8 million, which was partially offset by decreased sales volume in the North American commercial vehicle market of $9.6 million and decreased sales in various other markets of $2.1 million. The decrease in net sales in South America was due to an unfavorable foreign currency translation as well as lower product sales volume as a result of continued weakness in the Brazilian economy and automotive market. The increase in net sales in Europe and Other was primarily due to an increase in sales volume of our European commercial vehicle products of $5.9 million and new program sales and increased sales volume in our China automotive market of $3.5 million, which were partially offset by an unfavorable foreign currency translation of $1.7 million and lower sales of European off-highway vehicle products of $0.9 million.

Cost of Goods Sold and Gross Margin. Cost of goods sold increased by 5.7% primarily related to an increase in sales in our Control Devices segment. Our gross margin improved by 0.7% to 28.2% for the first nine months of 2016 compared to 27.5% for the first nine months of 2015. Our material cost as a percentage of net sales increased by 0.1% to 51.5% for the first nine months of 2016 compared to 51.4% for the first nine months of 2015 while aggregated labor and overhead costs as a percentage of sales improved by 0.8% due to increased sales and a change in product mix in our Control Devices segment. The lower material costs in our Electronics and PST segments due to a favorable change in foreign currency exchange rates were offset by higher direct material costs as a percentage of sales in our Control Devices segment due to a change in mix of products sold.

Our Control Devices segment gross margin improved slightly primarily due to the benefit of increased sales levels which was partially offset by higher warranty related costs and was negatively impacted by an unfavorable change in mix of products sold.

Our Electronics segment gross margin improved primarily due to lower material costs resulting from a favorable movement in foreign currency exchange rates.

Our PST segment gross margin improved due to lower material costs resulting from a favorable movement in foreign currency exchange rates, which was partially offset by lower sales volume and a $0.1 million increase in business realignment charges.

Selling, General and Administrative. SG&A expenses decreased by $2.7 million compared to the first nine months of 2015 as lower SG&A costs in our PST and Electronics segments were partially offset by higher SG&A costs in our unallocated corporate segment.  PST SG&A costs decreased primarily due to lower employee costs as a result of business realignment actions, lower selling related expenses and professional fees and from movement in foreign currency exchange rates, which were partially offset by a $0.7 million increase in business realignment costs.  SG&A expenses in our Electronics segment decreased primarily due from movement in foreign currency exchange rates.  Unallocated corporate SG&A costs increased due to costs associated with the corporate headquarter relocation (including employee retention, relocation, severance, recruiting, other professional fees and duplicate wages) totaling $1.0 million as well as higher wages, incentive-based compensation (as a result of improved financial performance) and consulting fees.  These higher unallocated corporate SG&A costs were partially offset by lower share-based compensation expense as the additional expense related to modification of the retirement notice provisions of certain share-based awards of $0.5 million for the first nine months of 2016 were more than offset by $2.2 million of expense for the acceleration of the vesting associated with the retirement of our President and Chief Executive Officer (“CEO”) during the first nine months of 2015.


Design and Development.D&D costs increased by $1.2 million primarily due to development costs related to new product launches in our Control Devices segment as well as higher product development costs and business realignment charges in our Electronics segment. Business realignment charges related to our Electronics segment increased by $0.8 million during the first nine months of 2016 compared to 2015. This increase in D&D costs in our Control Devices and Electronics segments was partially offset by lower employee costs as a result of business realignment actions, lower product design costs and movement in foreign currency exchange rates in our PST segment.

Operating Income.Operating income (loss) is summarized in the following table by continuing reportable segment (in thousands):

        Dollar  Percent 
        increase /  increase / 
Nine months ended September 30 2016  2015  (decrease)  (decrease) 
Control Devices $47,133  $33,787  $13,346   39.5%
Electronics  12,050   9,413   2,637   28.0%
PST  (4,179)  (5,881)  1,702   28.9%
Unallocated corporate  (21,092)  (17,831)  (3,261)  (18.3)%
Operating income $33,912  $19,488  $14,424   74.0%

Our Control Devices segment operating income increased primarily due to an increase in sales, which was partially offset by higher D&D costs related to new product launches and higher warranty related costs.

Our Electronics segment operating income increased primarily due to lower material costs, which was partially offset by a $0.9 million increase in business realignment charges and lower sales during the first nine months of 2016 compared to 2015.

Our PST segment operating performance improved primarily due to lower SG&A and D&D expenses due to business realignment actions, lower selling expenses and professional fees. These were partially offset by lower gross profit resulting from lower product sales volume as well as an increase in business realignment charges of $0.8 million for the first nine months of 2016 compared to 2015.

Our unallocated corporate operating loss increased primarily due to higher costs associated with the corporate headquarter relocation as well as higher wages, incentive-based compensation and professional fees. These were partially offset by lower share-based compensation expense because the first nine months of 2015 included $2.2 million of expense for the acceleration of the vesting associated with the retirement of our President and CEO while the first nine months of 2016 had $0.5 million of expense related to the modification of the retirement notice provisions of certain awards.

Operating income (loss) by geographic location is summarized in the following table (in thousands):

        Dollar  Percent 
        increase /  increase / 
Nine months ended September 30 2016  2015  (decrease)  (decrease) 
North America $27,303  $19,310  $7,993   41.4%
South America  (4,179)  (5,881)  1,702   (28.9)%
Europe and Other  10,788   6,059   4,729   78.0%
Operating income $33,912  $19,488  $14,424   74.0%

32

Our North American operating results improved primarily due to increased sales in the North American automotive market which was partially offset by higher SG&A expenses in our unallocated corporate segment and higher D&D and warranty related costs in our Control Devices segment. The improvement in performance in South America was primarily due to lower SG&A and D&D employee expenses resulting from business realignment actions, lower selling costs and professional fees which was partially offset by lower gross profit resulting from lower product sales volume and a $0.8 million increase in business realignment costs. Our results in Europe and Other improved as higher D&D costs, an increase in product development and business realignment charges were more than offset by higher gross profit benefiting from lower material costs as well as lower SG&A expenses.

Interest Expense, net. Interest expense, net increased by $0.4 million compared to the prior year first nine months primarily due to a higher weighted-average interest rate related to our PST debt.

Equity in Earnings of Investee. Equity earnings for Minda were $0.6 million and $0.5 million for the nine months ended September 30, 2016 and 2015, respectively. The increase in Minda’s income from operations compared to the prior period was partially offset by an unfavorable change in foreign currency exchange rates.

Other Income, net. We record certain foreign currency transaction and forward currency hedge contract (gains) losses as a component of other income, net on the condensed consolidated statement of operations. Other income, net increased by $0.4 million compared to the first nine months of 2015 due to an increase in foreign currency gains and several other items. The favorable change in foreign currency exchange rates in our unallocated corporate and Electronics segments were partially offset by an unfavorable change in foreign currency exchange rates in our PST segment.

Expense (Benefit) for Income Taxes from Continuing Operations. We recognized income tax expense (benefit) of $3.1 million and $(0.2) million from continuing operations for federal, state and foreign income taxes for the first nine months of 20162017 and 2015,2016, respectively. The increase in income tax expense for the nine months ended September 30, 20162017 compared to the same period for 20152016 was primarily due to the increaserelease of the U.S. federal, certain state and foreign valuation allowances in consolidated earnings. Also, incomethe fourth quarter of 2016 that were previously recorded against certain deferred tax expenseassets. The effective tax rate increased due to the PST operating loss which generated a benefit for34.2% in the first nine months of 2015, however, due to the valuation allowance position taken in the fourth quarter of 2015, no longer provides a tax benefit in 2016. The effective tax rate increased to2017 from 10.3% in the first nine months of 2016 from (1.3)% in the first nine months of 2015 primarily due to a full valuation allowance on PST’s loss that negatively impacted the effective tax rate. The impact of PST on the effective tax rate was partially offset by the continued strong performance of ourthe U.S. operations, which due to a full valuation allowance, positivelyfavorably impacted the effective tax rate.

We will continue to maintain a full valuation allowance on our U.S. deferred tax assets until there is sufficient evidence to supportrate in 2016, as well as the reversalimpact in the first half of all or some portion of this allowance. As a result2017 of the sale ofnon-deductible fair value adjustment to earn-out considerations related to the Wiring businessOrlaco and debt refinancing during the second half of 2014 and actual and anticipated earnings of the U.S. operations, we believe that there is a reasonable possibility that additional positive evidence may continue to develop in the near term that may allow us to reach a conclusion that some or all of the valuation allowance on our U.S. deferred tax assets will no longer be needed. Reversal of some or all of the U.S. valuation allowance would result in the recognition of certain deferred tax assets and an income tax benefit in the period the reversal is recorded. However, the exact timing and amount of a valuation allowance reversal depends upon the level of profitability that we are able to actually achieve.PST acquisitions.

33

36

 

Liquidity and Capital Resources

 

Summary of Cash Flows (in thousands):Flows: 

 

      Dollar 
    increase / 
Nine months ended September 30 (in thousands) 2016  2015  (decrease) 
Nine months ended September 30, (in thousands) 2017  2016 
Net cash provided by (used for):                    
Operating activities $37,017  $17,133  $19,884  $51,118  $37,017 
Investing activities  (17,832)  (25,167)  7,335   (102,084)  (17,832)
Financing activities  (22,718)  (3,802)  (18,916)  47,119   (22,718)
Effect of exchange rate changes on cash and cash equivalents  (268)  (1,896)  1,628   4,249   (268)
Net change in cash and cash equivalents $(3,801) $(13,732) $9,931  $402  $(3,801)

 

Cash provided by operating activities which includes cash flows from the Wiring discontinued operations in 2015, increased primarily due to lower working capital movement and an increase in net income.non-cash items including deferred income taxes, change in fair value of the PST and Orlaco earn-out considerations and amortization of Orlaco intangible assets. Our receivable terms and collections rates have remained consistent between periods presented.

 

Net cash used for investing activities decreasedincreased primarily due to lower capital expenditures inpayments made for the current period. Also, there were payments related to the saleacquisition of the WiringOrlaco business in the prior period which did not recur in 2016.as well as higher capital expenditures.

 

Net cash used forprovided by financing activities increased primarily due to an unplannedincreased borrowings on the Credit Facility to fund the acquisition of the Orlaco business, which was partially offset by unscheduled partial repaymentrepayments of our Credit Facility and lower PST borrowings incurredthe payment for the remaining noncontrolling interest in the current period.PST.

 

As outlined in Note 78 to our condensed consolidated financial statements, our Credit Facility permits borrowing up to a maximum level of $300.0 million which includes an accordion feature which allows the Company to increase the availability by up to $80.0 million upon the satisfaction of certain conditions. This variable rate facility provides the flexibility to refinance other outstanding debt or finance acquisitions through September 2021. 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 which 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 $87.0$126.0 million at September 30, 2016.2017. The Company was in compliance with all covenants at September 30, 2016.2017. The covenants included in our Credit Facility to date have not and are not expected to limit our financing flexibility. The Company expects to make additional repayments on the Credit Facility when cash exceeds the amount needed for operations.

 

PST maintains several short-term obligations and long-term loans used for working capital purposes. At September 30, 2016,2017, there was $18.0$9.5 million of PST debt outstanding.  Scheduled principal repayments on PST debt at September 30, 20162017 were as follows: $9.7 million from October 2016 to September 2017, $1.0$4.4 million from October 2017 to September 2018, $1.2 million from October 2018 to December 2017, $4.0 million in 2018, $2.6$2.7 million in 2019 $0.4and $0.6 million in both 2020 and $0.3 million in 2021. 

 

The Company's wholly owned subsidiary located in Stockholm, Sweden, has an overdraft credit line which allows overdrafts on the subsidiary's bank account up to a maximum level of 20.0 million Swedish krona, or $2.3$2.5 million, at September 30, 2016.2017. At September 30, 2016,2017, there werewas no overdraftsbalance outstanding on the bank account.

Due to the deterioration of the Brazilian economy and automotive market in 2015 and first nine months of 2016, PST had lower earnings and cash flows.  Also, PST has experienced slower customer payments of receivables, which combined with lower earnings has made its liquidity more challenging.  As such, PST has and continues to evaluate and utilize several funding sources including factoring receivables and short-term loans from banks to provide necessary funding. this credit line.

 

Although the Company's notes and credit facilities contain various covenants, the Company has not experienced a violation of which would limit or preclude their use or accelerate the maturity the Company has not experienced and does not expect these covenants to restrict our financing flexibility. The Company has been and expects to continue to remain in compliance with these covenants during the term of the notes and credit facilities.


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. We have entered into foreign currency forward contracts to reduce our exposure related to certain foreign currency fluctuations. See Note 56 to the condensed consolidated financial statements for additional details. Our future results could also be unfavorably affected by increased commodity prices as commodity fluctuations impact the cost of our raw material purchases. 

 

37

At September 30, 2016,2017, we had a cash and cash equivalents balance of approximately $50.6$50.8 million, all of which $18.2 million was held in the United States and $32.4 million was held in foreign locations. The decreaseincrease from $54.4$50.4 million at December 31, 20152016 was primarily due to repayment ofcash provided from operating activities and net debt higher working capital and capital expendituresfinancing, which were offset by net incomecapital expenditures and cash paid for business acquisition during the first nine months of 2016.2017.

 

Commitments and Contingencies

 

See Note 1011 to the condensed consolidated financial statements for disclosures of the Company’s commitments and contingencies.

 

Seasonality

 

Our Control Devices and Electronics segments are not typically affected by seasonality, however the demand for our PST segment consumer products is typically higher in the second half of the year, the fourth quarter in particular.

 

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 20152016 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 20152016 Form 10-K because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates.

 

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 20152016 Form 10-K.

 

Inflation and International Presence

 

Given the current economic conditions of countries and recent fluctuations in certain foreign currency exchange rates and commodity prices, we believe that a negative change in such items could significantly affect our profitability.  

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes in market risk presented within Part II, Item 7A of the Company's 20152016 Form 10-K.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of September 30, 2016,2017, 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, 2016.2017.


Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 20162017 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting except that on January 31, 2017 the Company acquired Orlaco. As a result, the Company is currently integrating Orlaco's operations into its overall internal control over financial reporting.  Under the guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition. Accordingly, we are excluding Orlaco from the assessment of internal control over financial reporting for 2017. However, we are extending our oversight and monitoring processes that support our internal control over financial reporting to include Orlaco’s operations.

 

38

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. 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 a tax assessment in Brazil related to value added taxes on vehicle tracking and monitoring services for which we believe the likelihood of loss is reasonably possible, but not probable, although it may take years to resolve. In addition, we are subject to litigation regarding patent infringement. We are also subject to the risk of exposure to product liability claims in the event that the failure of any of our products causes personal injury or death to users of our products as well as product warranty and recall claims. There can be no assurance that we will not experience any material losses related to product liability, warranty or recall 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. See additional details of these matters in Note 1011 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 20152016 Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.The following table presents information with respect to repurchases of Common Shares made by us during the three months ended September 30, 2017. These shares were delivered to us by employees as payment for withholding taxes due upon vesting of restricted share awards.

Period Total number of shares purchased  Average price paid per share  Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs
7/1/17-7/31/17  978  $15.30   N/A  N/A
8/1/17-8/31/17  -   -   N/A  N/A
9/1/17-9/30/17  -   -   N/A  N/A
Total  978         

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

39

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Reference is made to the separate, “Index to Exhibits,”

Exhibit
NumberExhibit
31.1Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101XBRL Exhibits:
101.INSXBRL Instance Document
101.SCHXBRL Schema Document
101.CALXBRL Calculation Linkbase Document
101.DEFXBRL Definition Linkbase Document
101.LABXBRL Labels Linkbase Document
101.PREXBRL Presentation Linkbase Document


40

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 STONERIDGE, INC.
  
Date:  October 28, 2016November 1, 2017/s/ Jonathan B. DeGaynor
 

Jonathan B. DeGaynor

President and Chief Executive Officer

 (Principal Executive Officer)
  
Date:  October 28, 2016November 1, 2017/s/ Robert R. Krakowiak
 Robert R. Krakowiak
 Chief Financial Officer and Treasurer
 (Principal Financial Officer)

  

37

INDEX TO EXHIBITS

Exhibit
Number
Exhibit
 
10.1Amendment No. 3 to Third Amended and Restated Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2016).
31.1Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2 

Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1 

Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2

Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101XBRL Exhibits:
101.INSXBRL Instance Document
101.SCHXBRL Schema Document
101.CALXBRL Calculation Linkbase Document
101.DEFXBRL Definition Linkbase Document
101.LABXBRL Labels Linkbase Document
101.PREXBRL Presentation Linkbase Document
41