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 quarterly period ended March 31, 1999. Commission file number 001-13337 STONERIDGE, INC. -------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Ohio 34-1598949 ------------------------------- --------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9400 East Market Street, Warren, Ohio 44484 ------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) (330) 856-2443 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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. Yes X No . ---- ---- The number of Common Shares, without par value, outstanding as of May 11, 1999: 22,397,311
STONERIDGE, INC. INDEX <TABLE> <CAPTION> Page No. <S> <C> Part I Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1999 2 and December 31, 1998 Condensed Consolidated Statements of Income for the three 3 months ended March 31, 1999 and 1998 Condensed Consolidated Statements of Cash Flows for the 4 three months ended March 31, 1999 and 1998 Notes to Condensed Consolidated Financial Statements 5-7 Item 2. Management's Discussion and Analysis of 8-11 Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosure About Market 11 Risk Part II Other Information 12 Signatures 13 Exhibit Index 14 </TABLE> 1
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS STONERIDGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) <TABLE> <CAPTION> March 31, December 31, 1999 1998 ------------------ ----------------- (unaudited) (audited) <S> <C> <C> ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 1,764 $ 1,876 Accounts receivable, net 102,398 84,655 Inventories 57,323 53,273 Prepaid expenses and other 8,010 5,983 Deferred income taxes 12,447 11,679 ------------------ ----------------- Total current assets 181,942 157,466 ------------------ ----------------- PROPERTY, PLANT AND EQUIPMENT, net 99,970 94,770 OTHER ASSETS: Goodwill, net 349,116 351,501 Other intangible assets, net 3,908 3,928 Investments and other 28,463 30,451 ------------------ ----------------- TOTAL ASSETS $663,399 $638,116 ================== ================= LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Current portion of long-term debt $ 21,885 $ 21,213 Accounts payable 43,517 45,835 Accrued expenses and other 53,052 48,234 ------------------ ----------------- Total current liabilities 118,454 115,282 ------------------ ----------------- LONG-TERM DEBT, net of current portion 332,449 322,724 DEFERRED INCOME TAXES 9,544 8,088 OTHER LIABILITIES 1,552 1,480 ------------------ ----------------- Total long-term liabilities 343,545 332,292 ------------------ ----------------- SHAREHOLDERS' EQUITY: Preferred shares, without par value, 5,000 authorized, none issued -- -- Common shares, without par value, 60,000 authorized, 22,397 issued and -- -- outstanding at March 31, 1999 and December 31, 1998, stated at Additional paid-in capital 141,506 141,506 Retained earnings 60,103 49,330 Accumulated other comprehensive income (209) (294) ------------------ ----------------- Total shareholders' equity 201,400 190,542 ------------------ ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $663,399 $638,116 ================== ================= </TABLE> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated balance sheets. 2
STONERIDGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands except for per share data) <TABLE> <CAPTION> Three months ended March 31, ----------------------------- 1999 1998 ------------ ------------ <S> <C> <C> NET SALES $177,654 $131,216 COST AND EXPENSES: Cost of goods sold 128,214 99,513 Selling, general and administrative expenses 23,183 15,665 ------------ ------------ Operating income 26,257 16,038 Interest expense, net 8,250 274 ------------ ------------ INCOME BEFORE INCOME TAXES 18,007 15,764 Provision for income taxes 7,234 6,382 ------------ ------------ NET INCOME $ 10,773 $ 9,382 ============ ============ BASIC AND DILUTED NET INCOME PER SHARE $0.48 $0.42 ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING 22,397 22,397 ============ ============ </TABLE> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated statements. 3
STONERIDGE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) <TABLE> <CAPTION> For the three months ended March 31, ------------------------------ 1999 1998 ------------- ------------- <S> <C> <C> OPERATING ACTIVITIES: Net income $ 10,773 $ 9,382 Adjustments to reconcile net income to net cash from operating activities- Depreciation and amortization 7,106 3,559 Deferred income taxes 696 (997) Changes in operating assets and liabilities- Accounts receivable, net (13,385) (13,815) Inventories 945 (161) Prepaid expenses and other (1,531) (1,064) Other assets, net 796 (995) Accounts payable (4,656) 4,325 Accrued expenses and other 64 (1,027) ------------- ------------- Net cash from operating activities 808 (793) ------------- ------------- INVESTING ACTIVITIES: Capital expenditures (1,639) (1,734) Proceeds from sale of fixed assets -- 12 Business acquisitions (12,452) -- ------------- ------------- Net cash from investing activities (14,091) (1,722) ------------- ------------- FINANCING ACTIVITIES: Shareholder distributions paid -- (2,600) Net proceeds (repayments) of long-term debt and 2,722 (140) other Net borrowings under credit facility 10,391 4,871 ------------- ------------- Net cash from financing activities 13,113 2,131 ------------- ------------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH 58 -- EQUIVALENTS NET CHANGE IN CASH AND CASH EQUIVALENTS (112) (384) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,876 1,338 ------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,764 $ 954 ============= ============= </TABLE> The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated statements. 4
STONERIDGE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except for share and per share data) 1. The accompanying condensed consolidated financial statements have been prepared by Stoneridge, Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). 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 generally accepted accounting principles have been condensed or omitted pursuant to the Commission's rules and regulations. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company's 1998 Annual Report to Shareholders. The results of operations for the three months ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. 2. Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for approximately 69% and 76% of the Company's inventories at March 31, 1999 and December 31, 1998, respectively, and by the first-in, first-out (FIFO) method for all other inventories. Inventory cost includes material, labor and overhead. Inventories consist of the following: <TABLE> <CAPTION> March 31, 1999 December 31, 1998 -------------- ----------------- <S> <C> <C> Raw materials $ 37,739 $32,453 Work in progress 8,340 10,673 Finished goods 13,426 12,379 Less-LIFO reserve (2,182) (2,232) ------------ ------------ Total $57,323 $53,273 ============ ============ </TABLE> 3. On March 6, 1999, the Company purchased certain assets and assumed certain liabilities of Delta Schoeller, Ltd. (Delta), a United Kingdom manufacturer of switches for the automotive industry. The transaction was accounted for as a purchase. The preliminary purchase price approximates $12.0 million. On December 31, 1998, the Company purchased all the outstanding common shares of Hi-Stat Manufacturing Company, Inc. (Hi-Stat) for approximately $362,000. Hi-Stat manufactures engineered sensors, switches and soleniods for the automotive industry. The transaction was accounted for as a purchase. Accordingly, the assets acquired and liabilities assumed of Hi- Stat are included in the consolidated balance sheet as of March 31, 1999 and December 31, 1998. The purchase price was funded with the Company's cash on hand and with proceeds from the Company's senior secured credit facility. The components of intangible assets included in the allocation of purchase price at December 31, 1998 and the related straight-line amortization periods is summarized as follows: 5
STONERIDGE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) (in thousands, except for share and per share data) <TABLE> <CAPTION> Amortization Amount Period (years) ------------ -------------- <S> <C> <C> Non-compete covenants $ 590 2 Patents 2,580 6-13 Goodwill 306,613 40 -------- Total $309,783 ======== </TABLE> The results of operations of Hi-Stat will be included in the accompanying financial statements from the date of acquisition. As such, Hi-Stat has no effect on fiscal year 1998 net income. The unaudited proforma consolidated results of operations as though Hi-Stat had been acquired as of the beginning of fiscal 1998 is as follows: <TABLE> <CAPTION> Three months ended March 31, 1998 ------------------ <S> <C> Net sales $172,869 Operating income $ 22,741 Net income $ 7,330 Basic and diluted earnings per share $ 0.33 </TABLE> The pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. The pro forma amounts reflect the results of operations for the Company, Hi-Stat and the following assumed purchase accounting adjustments for the periods presented: . Elimination of historical management costs and interest expense of Hi-Stat. . Interest expense on borrowings used to fund the acquisition . Amortization of intangible assets based on the purchase price allocation . Estimated income tax effect on the results of operations and the pro forma adjustments assuming both companies were subject to tax as C corporations 4. Other comprehensive income includes foreign currency translation adjustments, net of related tax. Comprehensive income consists of the following: <TABLE> <CAPTION> March 31, 1999 March 31, 1998 ------------------- ------------------- <S> <C> <C> Net income $10,773 $9,382 Other comprehensive income 85 90 ------------------- ------------------- Comprehensive income $10,858 $9,472 =================== =================== </TABLE> 6
STONERIDGE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) (in thousands, except for share and per share data) 5. The Company has a $425,000 credit agreement with a bank group. The credit agreement has three components: a $100,000 revolving credit facility, a $150,000 term facility and a $175,000 term facility. The $100,000 revolving facility and the $150,000 term facility expire on December 31, 2003, and require a commitment fee of 0.37% to 0.50% on the unused balance. Interest is payable quarterly at either (i) the prime rate plus a margin of .25% to 1.50% or (ii) LIBOR plus a margin of 1.75% to 3.00%, depending upon the Company's ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization, as defined. The $175,000 term facility expires on December 31, 2005. Interest is payable quarterly at either (i) the prime rate plus a margin of 2.00% or (ii) LIBOR plus a margin of 3.50%. Long-term debt consists of the following: <TABLE> <CAPTION> March 31, 1999 December 31,1998 ------------------------- ------------------------- <S> <C> <C> Borrowings under credit facility $352,541 $342,150 Other 1,793 1,787 ------------------------- ------------------------- 354,334 343,937 Less: Current maturities 21,885 21,213 ------------------------- ------------------------- $332,449 $322,724 ========================= ========================= </TABLE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- Three Months Ended March 31, 1999 Compared To Three Months Ended March 31, 1998 - ------------------------------------------------------------------------------- Net Sales. Net sales for the first quarter of 1999 increased by $46.5 million, or 35.4%, to $177.7 million from $131.2 million for the same period in 1998. Sales of core products increased by $54.1 million, or 49.9%, to $162.5 million during the first quarter of 1999 compared to $108.4 million for the same period of 1998. Sales of core products from the recent acquisitions of Hi-Stat and Delta accounted for $47.1 million of the change, while sales of existing core products increased by $7.0 million, or 6.5%, compared to same period in 1998. Sales revenues for the quarter were favorably impacted by higher OEM production volumes in both the passenger car/light truck and the commercial vehicle markets which was offset by lower production volumes in the agricultural vehicle market. Sales for the first quarter of 1999 for North America increased $40.6 million to $161.2 million from $120.6 million for the same period in 1998. North American sales accounted for 90.7% of total sales for the first quarter of 1999 compared with 91.9% for the same period in 1998. Sales for the first quarter of 1999 outside North America increased $5.9 million to $16.5 million from $10.6 million for the same period in 1998. Sales outside North America accounted for 9.3% of total sales for the first quarter of 1999 compared with 8.1% for the same period in 1998. As expected, contract manufacturing sales for the first quarter of 1999 declined by $7.6 million to $15.2 million, or 8.6%, of the Company's total sales revenue compared with $22.8 million, or 17.4%, of total sales revenue for the same period in 1998. Cost of Goods Sold. Cost of goods sold for the first quarter of 1999 increased by $28.7 million, or 28.8%, to $128.2 million from $99.5 million in the first quarter of 1998. As a percentage of sales, cost of goods sold decreased to 72.2% in 1999 from 75.8% in 1998. The decrease as a percent of sales was due primarily to a shift in product mix to higher value added electrical and electronic core products and lower contract manufacturing sales. Selling, General and Administrative Expenses. Selling, general and administrative (SG&A) expenses increased by $7.5 million to $23.2 million in the first quarter of 1999 from $15.7 million for the same period in 1998. As a percentage of sales, SG&A expenses increased to 13.1% for the first quarter of 1999 from 12.0% for the same period in 1998. The increase is primarily attributable to costs from the recent acquisitions. Interest Expense. Interest expense for the first quarter of 1999 was $8.2 million compared with $0.3 million in 1998. Average outstanding indebtedness was $349.1 million and $12.2 million for the first three months of 1999 and 1998, respectively. The increase in average outstanding indebtedness was primarily due to borrowings to finance recent acquisitions. Income Before Income Taxes. As a result of the foregoing, income before taxes increased by $2.2 million for the first quarter of 1999 to $18.0 million from $15.8 million in 1998. Provision for Income Taxes. The Company recognized provisions for income taxes of $7.2 million and $6.4 million for federal, state and foreign income taxes for the first quarters of 1999 and 1998, respectively. Net Income. As a result of the foregoing, net income increased by $1.4 million, or 14.9%, to $10.8 million for the first quarter of 1999 from $9.4 million in 1998. 8
Liquidity and Capital Resources Net cash provided from operating activities was $0.8 million for the quarter ended March 31, 1999 as compared to net cash used in operating activities of $0.8 million for the quarter ended March 31, 1998. The increase in net cash from operating activities of $1.6 million was due to the increase in net income of $1.4 million and the increase in depreciation and amortization of $3.5 million which was offset by the increase in working capital and other operating assets of $3.3 million. Net cash used for investing activities was $14.1 million and $1.7 million for the quarters ended March 31, 1999 and 1998, respectively. The increase in cash used for investing activities of $12.4 million was primarily the result of the acquisition of Delta. The acquisition of Delta was financed with funds from the Company's $425.0 million credit agreement. Net cash provided by financing activities was $13.1 million and $2.1 million for the quarters ended March 31, 1999 and 1998, respectively. Primarily as a result of the Delta acquisition, long-term debt increased $13.1 million for the quarter ended March 31, 1999. The Company has a $425.0 million credit agreement (of which $352.5 million was outstanding at March 31, 1999) with a bank group. The credit agreement has three components: a $100.0 million revolving facility, a $150.0 million term facility, and a $175.0 million term facility. The $100.0 million revolving facility and the $150.0 million term facility expire on December 31, 2003, and require a commitment fee of 0.37% to 0.50% on the unused balance. Interest is payable quarterly at either (i) the prime rate plus a margin of .25% to 1.50% or (ii) LIBOR plus a margin of 1.75% to 3.00%, depending upon the Company's ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization, as defined. The $175.0 million term facility expires on December 31, 2005. Interest is payable quarterly at either (i) the prime rate plus a margin of 2.00% or (ii) LIBOR plus a margin of 3.50%. The Company has entered into five interest rate swap agreements with a total notional amount of $345.0 million. The interest rate swap agreements exchange variable interest rates on the senior secured credit facility for fixed interest rates. The Company does not use derivatives for speculative or profit- motivated purposes. To the extent that the notional amount of the swap agreements exceed the carrying value of the underlying debt, a mark to market adjustment is reflected in the financial statements. Management believes that cash flows from operations and the availability of funds from the Company's credit facilities will provide sufficient liquidity to meet the Company's growth and operating needs. Inflation and International Presence Management believes that the Company's operations have not been adversely affected by inflation. By operating internationally, the Company is affected by the economic conditions of certain countries. Based on the current economic conditions in these countries, management believes they are not significantly exposed to adverse economic conditions. 9
Recently Issued Accounting Standards Effective January 1, 1998 the Company adopted Statement of Financial Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of an Enterprise and Related Information." SFAS 131 requires the financial statement disclosures for operating segments, products and services, and geographic areas. The Company operates in one business segment based on the criteria set forth in SFAS 131. Therefore, SFAS 131 will not affect the Company's financial position, results of operations or financial statement disclosures. The Company is required to adopt Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities" for its fiscal year ending 2000. SFAS 133 establishes new accounting and reporting standards for derivatives and hedging activities. The Company has not yet evaluated the financial accounting and reporting impact of SFAS 133. Year 2000 Initiative The Company has conducted an evaluation of the actions necessary in order to gain assurance that its information and non-information technology systems will be able to function without disruption with respect to the application of dating systems in the Year 2000. As a result of this evaluation, the Company is engaged in the process of upgrading, replacing and testing information systems, computer applications and other systems to be able to operate without disruption due to Year 2000 issues. The Company's remedial actions are scheduled to be completed by the end of the third quarter of 1999. There can be no assurance that the remedial actions being implemented by the Company will be able to be completed by the time necessary to avoid Year 2000 dating systems problems or that the cost of doing so will not be in excess of the amounts discussed below. If the Company is unable to complete its remedial actions in the planned timeframe, contingency plans will be developed to address systems that may not be Year 2000 compliant. These contingency plans could include accelerating the implementation of third party Year 2000 compliant software. The Company estimates total historical Year 2000 expenditures to be approximately $2.0 million. Year 2000 expenditures relate to modifying software, purchasing new software and hardware, and replacing non-compliant software and hardware. Year 2000 expenditures to be incurred through December 31, 1999 are estimated to be an additional $1.6 million. These costs include both internal and external personnel costs related to the assessment process, as well as the cost of purchasing certain hardware and software. There can be no guarantee that these estimates will be achieved, and actual results may differ from those planned. The cost of remedial actions to rectify non-information technology systems is not anticipated to be material to the Company's financial position or results of operations. The Company intends to use cash provided from operations to fund expenditures related to Year 2000 issues. The Company currently believes the most likely worst case scenario with respect to the Year 2000 issue is a disruption in the supply of products and services from the Company's vendors, including utility providers. Such a supply disruption could result in the Company not being able to produce certain products for a period of time, which could have a material adverse effect on the financial condition and results of operations of the Company. 10
The Company intends to develop contingency plans to address potential third party system failures resulting from a Year 2000 problem. The Company has an ongoing assessment process to gain assurances and certifications of customers' and suppliers' Year 2000 readiness programs. Based on the results of the assessment process, the Company will develop contingency plans for those suppliers who are unable or unwilling to develop remediation plans to become Year 2000 compliant. Although these plans are not yet complete, the Company expects that these plans will include a combination of the resourcing of materials to Year 2000 compliant vendors and the stockpiling of components. The Company expects the implementation of these plans to occur by the end of the third quarter of 1999. Portions of this Year 2000 section contain statements that constitute forward-looking statements. The forward-looking statements include statements regarding the Company's intent, belief and expectations with respect to, among other things, the timing of the Company's Year 2000 remedial actions and the development of the Company's contingency plans, and the future expenses related to the Company's Year 2000 compliance programs. Investors are cautioned that any such forward-looking statement is not a guarantee and involves risks and uncertainties, and that actual events may differ materially from those in the forward-looking statement as a result of various factors, including, among others, the discovery of a currently unknown material Year 2000 issue, the failure of third parties to address Year 2000 issues, the failure to implement the Company's Year 2000 plan as scheduled, and a material increase in the costs of external consultants. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company is exposed to certain market risks, primarily resulting from the effects of changes in interest rates. To reduce exposures to market risks resulting from fluctuations in interest rates, the Company uses derivative financial instruments. Specifically, the Company uses interest rate swap agreements to mitigate the effects of interest rate fluctuations on net income by changing the floating interest rates on certain portions of the Company's debt to fixed interest rates. The effect of changes in interest rates on the Company's net income generally has been small relative to other factors that also affect net income, such as sales and operating margins. Management believes that its use of these financial instruments to reduce risk is in the Company's best interest. The Company does not enter into financial instruments for trading purposes. The Company's risks related to commodity price and foreign currency exchange risks have historically not been material. The Company does not expect the effects of these risks to be material based on current operating and economic conditions in the countries and markets in which it operates. 11
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - -------------------------- In the ordinary course of business, the Company is involved in various legal proceedings, workers' compensation and product liability disputes. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of operations or the financial position of the Company. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - -------------------------------------------------- None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES - ---------------------------------------- None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ None. ITEM 5. OTHER INFORMATION - -------------------------- None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- (a) Exhibits 3.1 Second Amended and Restated Articles of Incorporation of the Company 3.2 Amended and Restated Code of Regulations of the Company 27.1 Financial Data Schedule for the three months ended March 31, 1999 (b) Reports on Forms 8-K 1. The Registrant's Current Report on Form 8-K, dated January 15, 1999 that described the acquisition of Hi-Stat Manufacturing Co., Inc. 2. The Company's Amendment No. 1 to Current Report on Form 8-K/A, dated January 26, 1999 that described the acquisition of Hi-Stat Manufacturing Co., Inc. 3. The Company's Amendment No. 2 to Current Report on Form 8-K/A, dated March 16, 1999 that described the acquisition of Hi-Stat Manufacturing Co., Inc. including financial statements of the business acquired and pro forma financial information. 12
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: May 17, 1999 /s/ Cloyd J. Abruzzo -------------------- Cloyd J. Abruzzo President and Chief Executive Officer (Principal Executive Officer) Date: May 17, 1999 /s/ Kevin P. Bagby ------------------ Kevin P. Bagby Treasurer and Chief Financial Officer (Principal Financial and Chief Accounting Officer) 13
STONERIDGE, INC. EXHIBIT INDEX Exhibit Number Exhibit - -------- ------- 3.1 Second Amended and Restated Articles of Incorporation of the Company, filed herewith. 3.2 Amended and Restated Code of Regulations of the Company, filed herewith. 27.1 Financial Data Schedule for the three months ended March 31, 1999, filed herewith. 14