| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Stoneridge, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). Intercompany transactions and balances have been eliminated in consolidation. The Company analyzes its ownership interests in accordance with Accounting Standards Codification (“ASC”) “Consolidations (Topic 810)” to determine whether they are a variable interest entity and, if so, whether the Company is the primary beneficiary. The Company’s investment in Minda Stoneridge Instruments Ltd. (“MSIL”) for the years ended December 31, 2020, 2019 and 2018 has been determined to be an unconsolidated entity, and therefore is accounted for under the equity method of accounting based on the Company’s 49% ownership in MSIL. Accounting Estimates The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including certain self-insured risks and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Because actual results could differ from those estimates, the Company revises its estimates and assumptions as new information becomes available. Cash and Cash Equivalents The Company’s cash and cash equivalents include actively traded money market funds with short-term investments in marketable securities, primarily U.S. government securities. Cash and cash equivalents are stated at cost, which approximates fair value, due to the highly liquid nature and short-term duration of the underlying securities with original maturities of 90 days or less. Accounts Receivable and Concentration of Credit Risk Revenues are principally generated from the automotive, commercial, off-highway, motorcycle and agricultural vehicle markets. The Company’s largest customers are Ford Motor Company and Volvo, primarily related to the Control Devices and Electronics reportable segments and accounted for the following percentages of consolidated net sales: Year ended December 31 2020 2019 2018 Ford Motor Company 11 % 11 % 12 % Volvo 8 % 8 % 8 % Accounts receivable are recorded at the invoice price, net of an estimate of allowance for doubtful accounts and other reserves. Allowance for Doubtful Accounts The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. Additionally, the Company reviews historical trends for collectability in determining an estimate for its allowance for doubtful accounts. If economic circumstances change substantially, estimates of the recoverability of amounts due to the Company could be reduced by a material amount. The Company does not have collateral requirements with its customers. Inventories Inventories are valued at the lower of cost (using either the first-in, first-out (“FIFO”) or average cost methods) or net realizable value. The Company evaluates and adjusts as necessary its excess and obsolescence reserve on a quarterly basis. Excess inventories are quantities of items that exceed anticipated sales or usage for a reasonable period. The Company has guidelines for calculating provisions for excess inventories based on the number of months of inventories on hand compared to anticipated sales or usage. Management uses its judgment to forecast sales or usage and to determine what constitutes a reasonable period. Inventory cost includes material, labor and overhead. Inventories consist of the following: December 31 2020 2019 Raw materials $ 67,775 $ 66,357 Work-in-progress 7,005 5,582 Finished goods 15,768 21,510 Total inventories, net $ 90,548 $ 93,449 Inventory valued using the FIFO method was $82,308 and $82,910 at December 31, 2020 and 2019, respectively. Inventory valued using the average cost method was $8,240 and $10,539 at December 31, 2020 and 2019, respectively. Pre-production Costs Related to Long-term Supply Arrangements Engineering, research and development and other design and development costs for products sold on long-term supply arrangements are expensed as incurred unless the Company has a contractual guarantee for reimbursement from the customer which are capitalized as pre-production costs. Costs for molds, dies and other tools used to make products sold on long-term supply arrangements for which the Company either has title to the assets or has the noncancelable right to use the assets during the term of the supply arrangement are capitalized in property, plant and equipment and amortized to cost of sales over the shorter of the term of the arrangement or over the estimated useful lives of the assets, typically three to seven years . Costs for molds, dies and other tools used to make products sold on long-term supply arrangements for which the Company has a contractual guarantee to a lump sum reimbursement from the customer are capitalized either as a component of prepaid expenses and other current assets or an investment and other long term assets, net within the consolidated balance sheets. Capitalized pre-production costs were $14,259 and $7,666 at December 31, 2020 and 2019, respectively. At December 31, 2020 and 2019, $14,259 and $7,544 , respectively, were recorded as a component of prepaid expenses and other current assets on the consolidated balance sheets while the remaining amounts were recorded as a component of investments and other long-term assets, net. Disposal of Non-Core Products On April 1, 2019, the Company entered into an Asset Purchase Agreement by and among the Company, the Company’s wholly owned subsidiary, Stoneridge Control Devices, Inc. (“SCD”), and Standard Motor Products, Inc. (“SMP”). On the same day pursuant to the APA, in exchange for product lines and assets related to certain non-core switches and connectors (the “Non-core Products”). the Company and SMP also entered into certain ancillary agreements, including a transition services agreement, a contract manufacturing agreement and a supply agreement, pursuant to which the Company provided and was compensated for certain manufacturing, transitional, and administrative and support services to SMP on a short-term basis. The products related to the Non-core Products were manufactured in Juarez, Mexico and Canton, Massachusetts, and include ball switches, ignition switches, rotary switches, courtesy lamps, toggle switches, headlamp switches and other related components. On April 1, 2019, the Company’s Control Devices segment recognized net sales and costs of goods sold (“COGS”) of The Company received $21 and $1,824 for services provided pursuant to the transition services agreement which were recognized as a reduction in SG&A for the years ended December 31, 2020 and 2019, respectively. Pursuant to the contract manufacturing agreement, the Company recognized sales and operating income for the production of Non-core Products of $26,304 and $1,458 for the year ended December 31, 2019, respectively. The Company also received $745 for reimbursement of retention and facility costs from SMP pursuant to the contract manufacturing agreement which was recognized as a reduction to SG&A for the year ended December 31, 2019. There were Non-core Product net sales for the year ended December 31, 2020. for the year ended December 31, 2018, respectively. On June 17, 2020, the Company and SMP terminated the transition services agreement and the contract manufacturing agreement. Acquisitions Orlaco On January 31, 2017, Stoneridge B.V., an indirect wholly-owned subsidiary of Stoneridge, Inc., acquired Exploitatiemaatschappij Berghaaf B.V. (“Orlaco”). Orlaco designs, manufactures and sells camera-based vision systems, monitors and related products primarily to the heavy off-road machinery, commercial vehicle, lifting crane and warehousing and logistics industries. Stoneridge and Orlaco jointly developed the MirrorEye camera monitor system, which is a vision-based system solution to improve the safety and fuel economy of commercial vehicles. The MirrorEye camera monitor 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 enhanced the Stoneridge’s Electronics segment global technical capabilities in vision systems and facilitated 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 paid €67,439 ($71,701) in cash. The purchase price was subject to certain customary adjustments set forth in the purchase agreement. The Company was required to pay an additional amount up to €7,500 as contingent consideration (“earn-out consideration”) if certain performance targets are achieved during the first two years. See Note 10 for additional details on the Orlaco contingent consideration. The Company’s statement of operations included $369 of expense for the fair value adjustment for earn-out consideration in SG&A expenses for the years ended December 31, 2018. The Orlaco earn-out consideration reached the capped amount of €7,500 as of the quarter ended March 31, 2018 due to actual performance exceeding forecasted performance and remained at the capped amount until it was paid in March 2019. The earn-out consideration obligation related to Orlaco of $8,474 was paid in March 2019 and recorded in the consolidated statement of cash flows within operating and financing activities in the amounts of $5,080 and $3,394, respectively, for the year ended December 31, 2019. Property, Plant and Equipment Property, plant and equipment are recorded at cost and consist of the following: December 31 2020 2019 Land and land improvements $ 4,447 $ 4,550 Buildings and improvements 39,784 39,263 Machinery and equipment 253,563 226,076 Office furniture and fixtures 9,993 9,708 Tooling 40,967 76,933 Information technology 28,491 32,410 Vehicles 654 614 Leasehold improvements 5,198 4,588 Construction in progress 19,744 17,312 Total property, plant, and equipment 402,841 411,454 Less: accumulated depreciation (283,517) (288,971) Property, plant and equipment, net $ 119,324 $ 122,483 Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $27,309, $24,904 and $22,786, respectively. Depreciable lives within each property classification are as follows: Buildings and improvements 10 - 40 years Machinery and equipment 3 - 10 years Office furniture and fixtures 3 - 10 years Tooling 2 - 7 years Information technology 3 - 7 years Vehicles 3 - 7 years Leasehold improvements shorter of lease term or 3 - 10 years Maintenance and repair expenditures that are not considered improvements and do not extend the useful life of the property, plant and equipment are charged to expense as incurred. Expenditures for improvements and major renewals are capitalized. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations as a component of SG&A expenses. Impairment of Long-Lived or Finite-Lived Assets The Company reviews the carrying value of its long-lived assets and finite-lived intangible assets for impairment when events or circumstances indicate that their carrying value may not be recoverable. Factors the Company considers important that could trigger testing of the related asset groups for an impairment include current period operating or cash flow losses combined with a history of operating or cash flow losses, a projection or forecast that demonstrates continuing losses, significant adverse changes in the business climate within a particular business or current expectations that a long-lived asset will be sold or otherwise disposed of significantly before the end of its estimated useful life. To test for impairment, the estimated undiscounted cash flows expected to be generated from the use and disposal of the asset or asset group is compared to its carrying value. An asset group is established by identifying the lowest level of cash flows generated by the group of assets that are largely independent of cash flows of other assets. If cash flows cannot be separately and independently identified for a single asset, we will determine whether an impairment has occurred for the group of assets for which we can identify projected cash flows. If these undiscounted cash flows are less than their respective carrying values, an impairment charge would be recognized to the extent that the carrying values exceed estimated fair values. The estimation of undiscounted cash flows and fair value requires us to make assumptions regarding future operating results over the life of the asset or the life of the primary asset in the asset group. The results of the impairment testing are dependent on these estimates which require judgment. The occurrence of certain events, including changes in economic and competitive conditions, could impact cash flows eventually realized and management’s ability to accurately assess whether an asset is impaired. On May 19, 2020, the Company committed to the strategic exit of its Control Devices particulate matter (“PM”) sensor product line. As a result of the strategic exit of the PM sensor product line the Company determined an impairment indicator existed and performed a recoverability test of the related long-lived assets. The Company identified that there are two asset groups comprised of PM sensor fixed assets at the Company’s Lexington, Ohio and Tallinn, Estonia facilities. As a result of the recoverability test performed, the Company determined that the undiscounted cash flows did not exceed the carrying value of the PM sensor fixed assets at the Company’s Tallinn, Estonia facility. As such, an impairment loss of $ was recorded based on the difference between the fair value and the carrying value of the assets. The Company used the income approach to determine the fair value of the PM sensor fixed assets at the Tallinn, Estonia facility. During the year ended December 31, 2020, the impairment loss of $ was recorded on the Company’s consolidated statement of operations within SG&A expense. Goodwill and Other Intangible Assets Goodwill The total purchase price associated with acquisitions is allocated to the acquisition date fair values of identifiable assets acquired and liabilities assumed with the excess purchase price assigned to goodwill. Goodwill was $39,104 and $35,874 at December 31, 2020 and 2019, respectively, all of which relates to the Electronics segment. 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, by applying a fair value-based test. In conducting our annual impairment assessment testing, we first perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or if we elect not to perform a qualitative assessment of a reporting unit, we then compare the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized. The Company utilizes an income statement approach to estimate the fair value of a reporting unit and a market valuation approach to further support this analysis. The income approach is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of cash flows. We believe that this approach is appropriate because it provides a fair value estimate based on the reporting unit’s expected long-term operating cash flow performance. This approach also mitigates the impact of cyclical trends that occur in the industry. Fair value is estimated using internally developed forecasts, as well as commercial and discount rate assumptions. The discount rate used is the value-weighted average of our estimated cost of equity and of debt (“cost of capital”) derived using both known and estimated customary market metrics. Our weighted average cost of capital is adjusted to reflect a risk factor, if necessary. Other significant assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital requirements. While there are inherent uncertainties related to the assumptions used and to management’s application of these assumptions to this analysis, we believe that the income statement approach provides a reasonable estimate of the fair value of a reporting unit. The market valuation approach is used to further support our analysis. There was Goodwill and changes in the carrying amount of goodwill for the Electronics segment for the years ended December 31, 2020 and 2019 were as follows: Balance at January 1, 2020 $ 35,874 Currency translation 3,230 Balance at December 31, 2020 $ 39,104 Balance at January 1, 2019 $ 36,717 Currency translation (843) Balance at December 31, 2019 $ 35,874 The Company’s cumulative goodwill impairment loss since inception was $300,083 at December 31, 2020 and 2019, which includes Stoneridge Brazil’s goodwill impairment in 2014 and goodwill impairment recorded by the Company’s Control Devices segment in 2008 and 2004. Other Intangible Assets Other intangible assets, net at December 31, 2020 and 2019 consisted of the following: Acquisition Accumulated As of December 31, 2020 cost amortization Net Customer lists $ 48,339 $ (18,530) $ 29,809 Tradenames 17,201 (6,290) 10,911 Technology 13,799 (8,079) 5,720 Capitalized software development 8,954 - 8,954 Total $ 88,293 $ (32,899) $ 55,394 Acquisition Accumulated As of December 31, 2019 cost amortization Net Customer lists $ 50,750 $ (17,466) $ 33,284 Tradenames 20,041 (6,687) 13,354 Technology 15,231 (7,353) 7,878 Capitalized software development 3,606 - 3,606 Total $ 89,628 $ (31,506) $ 58,122 Other intangible assets, net at December 31, 2020 for customer lists, tradenames, technology and capitalized software development include $23,004, $4,678, $2,759 and $6,330, respectively, related to the Electronics segment. Customer lists, tradenames and technology of $6,804, $6,234 and $2,863 , respectively, related to the Stoneridge Brazil segment at December 31, 2020. Capitalized software development and technology of The Company designs and develops software that will be embedded into certain products and sold to customers. Software development costs are capitalized after the software product development reaches technological feasibility and until the software product becomes available for general release to customers. These intangible assets will be amortized using the straight-line method over estimated useful lives generally ranging from three to seven years . The Company recognized $5,399 , $5,955 and $6,406 of amortization expense related to intangible assets in 2020, 2019 and 2018, respectively. Amortization expense is included as a component of SG&A on the consolidated statements of operations. Annual amortization expense for intangible assets is estimated to be approximately $5,200 for the years 2021 and 2022 and approximately $4,300 for the year 2023 through 2025 . The weighted-average remaining amortization period is approximately 10 years . For the year ended December 31, 2018, the Company recognized $202 of intangible impairment charge related to the Electronics segment customer lists as a result of the European Aftermarket restructuring as discussed in Note 13. There were no intangible impairment charges for the years ended December 31, 2020 or 2019. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31 2020 2019 Compensation related liabilities $ 21,852 $ 19,566 Product warranty and recall obligations 9,044 7,685 Other (A) 21,376 27,972 Total accrued expenses and other current liabilities $ 52,272 $ 55,223 (A) “Other” is comprised of miscellaneous accruals, none of which individually contributed a significant portion of the total. Income Taxes The Company accounts for income taxes using the liability method. Deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not to occur. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized (See Note 6). In making such a determination, the Company considers all available positive and negative evidence, including future release of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. Release of some or all of a valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The Company’s policy is to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. The Tax Cuts and Jobs Act of 2017 (“Tax Legislation”) created a provision known as Global Intangible Low-Taxed Income (“GILTI”) that imposes a tax on certain earnings of foreign subsidiaries. The Company has made an accounting policy election to reflect GILTI taxes, if any, as a current period tax expense when incurred. Currency Translation The financial statements of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using exchange rates in effect at the period end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from translation of financial statements are reflected as a component of accumulated other comprehensive loss in the Company’s consolidated balance sheets. Foreign currency transactions are remeasured into the functional currency using translation rates in effect at the time of the transaction with the resulting adjustments included on the consolidated statements of operations within other (income) expense, net. These foreign currency transaction (gains) losses, including the impact of hedging activities, were $(997), $372 and $(487) for the years ended December 31, 2020, 2019 and 2018, respectively. Revenue Recognition and Sales Commitments The Company recognizes revenue when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services, which is usually when the parts are shipped or delivered to the customer’s premises. The Company recognizes monitoring service revenues over time, as the services are provided to customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The transaction price will include estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Incidental items that are not significant in the context of the contract are recognized as expense. The Company collects certain taxes and fees on behalf of government agencies and remits such collections on a periodic basis. The taxes are collected from customers but are not included in net sales. Estimated returns are based on historical authorized returns. The Company often enters into agreements with its customers at the beginning of a given vehicle’s expected production life. Once such agreements are entered into, it is the Company’s obligation to fulfill the customers’ purchasing requirements for the entire production life of the vehicle. These agreements are subject to potential renegotiation from time to time, which may affect product pricing. See Note 3 for additional disclosure. Shipping and Handling Costs Shipping and handling costs are included in COGS on the consolidated statements of operations. Product Warranty and Recall Reserves Amounts accrued for product warranty and recall claims are established based on the Company’s best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations. Our estimate is based on historical trends of units sold and claim payment amounts, combined with our current understanding of the status of existing claims and discussions with our customers. The key factors in our estimate are the stated or implied warranty period, the customer source, customer policy decisions regarding warranties and customers seeking to holding the Company responsible for their product warranties. The Company can provide no assurances that it will not experience material claims or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued. The current portion of the product warranty and recall reserve is included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. Product warranty and recall includes $3,647 and $3,111 of a long-term liability at December 31, 2020 and 2019, respectively, which is included as a component of other long-term liabilities on the consolidated balance sheets. The following provides a reconciliation of changes in the product warranty and recall reserve: Year ended December 31 2020 2019 Product warranty and recall at beginning of period $ 10,796 $ 10,494 Accruals for warranties established during period 5,898 7,131 Aggregate changes in pre-existing liabilities due to claim developments 1,794 1,037 Settlements made during the period (6,297) (7,600) Foreign currency translation 500 (266) Product warranty and recall at end of period $ 12,691 $ 10,796 Design and Development Costs Expenses associated with the development of new products, and changes to existing products, other than capitalized software development costs, are charged to expense as incurred, and are included in the Company’s consolidated statements of operations as a separate component of costs and expenses. These product development costs amounted to $49,386, $52,198 and $51,074 for the years ended December 31, 2020, 2019 and 2018, respectively, or 7.6%, 6.3% and 5.9% of net sales for these respective periods. Research and Development Activities The Company enters into research and development contracts with certain customers, which generally provide for reimbursement of costs. The Company incurred and was reimbursed for contracted research and development costs of $19,302, $15,096 and $16,540 for the years ended December 31, 2020, 2019 and 2018, respectively. Share-Based Compensation At December 31, 2020, the Company had two types of share-based compensation plans: (1) 2016 Long-Term Incentive Plan for employees and (2) the 2018 Amended and Restated Directors’ Restricted Shares Plan, for non-employee directors. See Note 8 for additional details on share-based compensation plans. Total compensation expense recognized as a component of SG&A expense on the consolidated statements of operations for share-based compensation arrangements was $5,888, $6,191 and $5,632 for the years ended December 31, 2020, 2019 and 2018, respectively. The 2020 and 2019 amounts included accelerated expense associated with the retirement of eligible employees and the 2018 amount included the forfeiture of certain grants associated with employee resignations. There was no share-based compensation expense capitalized in inventory during 2020, 2019 or 2018. Share-based compensation expense is calculated using estimated volatility and forfeitures based on historical data, future expectations and the expected term of the share-based compensation awards. Financial Instruments and Derivative Financial Instruments Financial instruments, including derivative financial instruments, held by the Company include cash and cash equivalents, accounts receivable, accounts payable, long-term debt, interest rate swap agreement and foreign currency forward contracts. The carrying value of cash and cash equivalents, accounts receivable and accounts payable is considered to be representative of fair value because of the short maturity of these instruments. See Note 10 for fair value disclosures of the Company’s financial instruments. Common Shares Held in Treasury The Company accounts for Common Shares held in treasury under the cost method (applied on a FIFO basis) and includes such shares as a reduction of total shareholders’ equity. (Loss) Earnings Per Share Basic (loss) earnings per share was computed by dividing net (loss) income by the weighted-average number of Common Shares outstanding for each respective period. Diluted earnings per share was calculated by dividing net (loss) income by the weighted-average of all potentially dilutive Common Shares that were outstanding during the periods presented. However, for all periods in which the Company recognized a net loss, the Company did not recognize the effect of the potential dilutive securities as their inclusion would be anti-dilutive. Potential dilutive shares of for the year ended December 31, 2020 were excluded from diluted loss per share because the effect would have been anti-dilutive. Actual weighted-average Common Shares outstanding used in calculating basic and diluted net income per share were as follows: 2020 2019 2018 Basic weighted-average Common Shares outstanding 27,024,571 27,791,799 28,402,227 Effect of dilutive shares - 478,296 677,599 Diluted weighted-average Common Shares outstanding 27,024,571 28,270,095 29,079,826 There were 752,784, 566,337 and 628,220 performance-based right to receive Common Shares outstanding at December 31, 2020, 2019 and 2018. 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 year were the end of the contingency period. Deferred Financing Costs, net Deferred financing costs are amortized over the life of the related financial instrument using the straight-line method, which approximates the effective interest method. Deferred finance cost amortization and debt discount accretion, for the years ended December 31, 2020, 2019 and 2018 was $506, $624 and $326 , respectively, and is included as a component of interest expense, net in the consolidated statements of operations. Equity and Chan |
