Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | STONERIDGE INC | |
Entity Central Index Key | 1,043,337 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | sri | |
Entity Common Stock Shares Outstanding | 28,475,633 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 57,404 | $ 66,003 |
Accounts receivable, less reserves of $913 and $1,109, respectively | 156,513 | 142,438 |
Inventories, net | 78,628 | 73,471 |
Prepaid expenses and other current assets | 26,148 | 21,457 |
Total current assets | 318,693 | 303,369 |
Long-term assets: | ||
Property, plant and equipment, net | 114,940 | 110,402 |
Intangible assets, net | 74,699 | 75,243 |
Goodwill | 39,439 | 38,419 |
Investments and other long-term assets, net | 32,431 | 31,604 |
Total long-term assets | 261,509 | 255,668 |
Total assets | 580,202 | 559,037 |
Current liabilities: | ||
Current portion of debt | 4,160 | 4,192 |
Accounts payable | 87,095 | 79,386 |
Accrued expenses and other current liabilities | 54,223 | 52,546 |
Total current liabilities | 145,478 | 136,124 |
Long-term liabilities: | ||
Revolving credit facility | 116,000 | 121,000 |
Long-term debt, net | 2,706 | 3,852 |
Deferred income taxes | 19,605 | 18,874 |
Other long-term liabilities | 36,796 | 35,115 |
Total long-term liabilities | 175,107 | 178,841 |
Shareholders' equity: | ||
Preferred Shares, without par value, 5,000 shares authorized, none issued | ||
Common Shares, without par value, 60,000 shares authorized, 28,966 and 28,966 shares issued and 28,490 and 28,108 shares outstanding at March 31, 2018 and December 31, 2017, respectively, with no stated value | ||
Additional paid-in capital | 227,561 | 228,486 |
Common Shares held in treasury, 476 and 786 shares at March 31, 2018 and December 31, 2017, respectively, at cost | (8,505) | (7,118) |
Retained earnings | 105,432 | 92,264 |
Accumulated other comprehensive loss | (64,871) | (69,560) |
Total Stoneridge Inc. shareholders' equity | 259,617 | 244,072 |
Total liabilities and shareholders' equity | $ 580,202 | $ 559,037 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, reserves (in dollars) | $ 913 | $ 1,109 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, no par value | ||
Preferred shares, issued | 0 | 0 |
Common shares, authorized | 60,000,000 | 60,000,000 |
Common shares, no par value | ||
Common shares, issued | 28,966,000 | 28,966,000 |
Common shares, outstanding | 28,490,000 | 28,180,000 |
Common shares held in treasury, shares | 476,000 | 786,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net sales | $ 225,930 | $ 204,311 |
Costs and expenses: | ||
Cost of goods sold | 157,961 | 143,160 |
Selling, general and administrative | 37,261 | 34,266 |
Design and development | 13,861 | 11,721 |
Operating income | 16,847 | 15,164 |
Interest expense, net | 1,354 | 1,410 |
Equity in earnings of investee | (521) | (180) |
Other expense (income), net | (599) | 190 |
Income before income taxes | 16,613 | 13,744 |
Provision for income taxes | 3,233 | 4,571 |
Net income | 13,380 | 9,173 |
Net loss attributable to noncontrolling interest | (30) | |
Net income attributable to Stoneridge, Inc. | $ 13,380 | $ 9,203 |
Earnings per share attributable to Stoneridge, Inc.: | ||
Basic (in dollars per share) | $ 0.47 | $ 0.33 |
Diluted (in dollars per share) | $ 0.46 | $ 0.32 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 28,249,420 | 27,916,652 |
Diluted (in shares) | 28,936,030 | 28,580,197 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Statement Of Other Comprehensive Income [Abstract] | |||
Net income | $ 13,380 | $ 9,173 | |
Less: Net loss attributable to noncontrolling interest | (30) | ||
Net income attributable to Stoneridge, Inc. | 13,380 | 9,203 | |
Other comprehensive income (loss), net of tax attributable to Stoneridge, Inc.: | |||
Foreign currency translation | 3,894 | 3,063 | |
Unrealized gain (loss) on derivatives | [1] | 795 | 317 |
Other comprehensive income, net of tax attributable to Stoneridge, Inc. | 4,689 | 3,380 | |
Comprehensive income attributable to Stoneridge, Inc. | $ 18,069 | $ 12,583 | |
[1] | Net of tax expense of $212 and $170 for the three months ended March 31, 2018 and 2017, respectively. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Other Comprehensive Income [Abstract] | ||
Tax expense (benefit) for unrealized gain (loss) on derivatives | $ 212 | $ 170 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES: | ||
Net income | $ 13,380 | $ 9,173 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 6,061 | 5,063 |
Amortization, including accretion of deferred financing costs | 1,807 | 1,472 |
Deferred income taxes | (243) | 2,082 |
Earnings of equity method investee | (521) | (180) |
Share-based compensation expense | 1,404 | 2,339 |
Tax benefit related to share-based compensation expense | (830) | (681) |
Change in fair value of contingent consideration | 904 | |
Changes in operating assets and liabilities, net of effect of business combination: | ||
Accounts receivable, net | (14,821) | (18,648) |
Inventories, net | (4,694) | (2,445) |
Prepaid expenses and other assets | (3,647) | (4,760) |
Accounts payable | 7,841 | 15,734 |
Accrued expenses and other liabilities | 3,030 | 661 |
Net cash provided by operating activities | 9,671 | 9,810 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (10,505) | (7,265) |
Proceeds from sale of fixed assets | 9 | |
Insurance proceeds for fixed assets | 1,403 | |
Business acquisition, net of cash acquired | (77,538) | |
Net cash used for investing activities | (9,093) | (84,803) |
FINANCING ACTIVITIES: | ||
Revolving credit facility borrowings | 5,000 | 81,000 |
Revolving credit facility payment | (10,000) | (7,000) |
Proceeds from issuance of debt | 155 | 886 |
Repayments of debt | (1,378) | (4,135) |
Other financing costs | (47) | |
Repurchase of Common Shares to satisfy employee tax withholding | (3,713) | (1,820) |
Net cash provided by (used for) financing activities | (9,936) | 68,884 |
Effect of exchange rate changes on cash and cash equivalents | 759 | 629 |
Net change in cash and cash equivalents | (8,599) | (5,480) |
Cash and cash equivalents at beginning of period | 66,003 | 50,389 |
Cash and cash equivalents at end of period | 57,404 | 44,909 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,438 | 1,450 |
Cash paid for income taxes, net | $ 5,056 | $ 1,252 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | (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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. T hese 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 2017 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 March 31, 2018. See Note 4 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. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
Recently Issued Accounting Standards [Abstract] | |
Recently Issued Accounting Standards | (2) Recently Issued Accounting Standards Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 was effective for annual periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018 which did not have a material impact on its condensed consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, “ Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory (Topic 740) ”. This guidance requires that the tax effects of all intra-entity sales of assets other than inventory be recognized in the period in which the transaction occurs. The Company adopted this standard on January 1, 2018, which did not have a material impact on its condensed consolidated financial statements. In August 2016, the FASB 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 was effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard as of January 1, 2018, which did not have a material impact on its condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” and related amendments, which is the new comprehensive revenue recognition standard (collectively known as Accounting Standard Codification (“ASC”) 606) that has superseded 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 a 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. The new standard became effective for annual and interim periods beginning after December 15, 2017. The Company adopt ed this standard on January 1, 2018 using 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; however, the Company did not have any material adjustments as of the date of the adoption. The Company does not expect the adoption of ASC 606 to have a material impact on its results of operations on an ongoing basis ; however, the Company has expand ed its disclosures consistent with the requirements of the new standard and the Company will continue to evaluate new contracts to apply the framework of ASC 606. In particular , the Company will evaluate new contracts with customers analyzing the impact, if any, on revenue from the sale of production parts, particularly in regards to material rights , variable consideration and the impact of termination clauses on the timing of revenue recognition. The majority of our revenue continues to be recognized when products are shipped from our manufacturing facilities. The Company has not changed how it accounts for reimbursable pre-production costs, currently accounted for as a reduction of costs incurred . Refer to Note 3 for the expanded revenue disclosures. Accounting Standards Not Yet Adopted In January 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This guidance gives entities the option to reclassify to retained earnings the tax effects resulting from the enactment of Tax Cuts and Jobs Act related to items in accumulated other comprehensive income (“AOCI”) that the FASB refers to as having been stranded in AOCI. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for periods for which financial statements have not yet been issued or made available for issuance, including the period the Tax Legislation was enacted. The Company will adopt this standard as of January 1, 2019, which is not expected to have a material impact 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, which will require right of use assets and lease liabilities be recorded in the condensed consolidated balance sheet for operating leases. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue [Abstract] | |
Revenue | ( 3 ) Revenue The Company adopted ASC 606 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 are presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606. The Company did not record a cumulative adjustment related to the adoption of ASC 606, and the effects of the adoption were not significant. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The transaction price will include estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Incidental items that are not significant in the context of the contract are recognized as expense. The expected costs associat ed with our base warranties continue to be recognized as expense when the products are sold. Customer returns only occur if products do not meet the specifications of the contract and are not connected to any repurchase obligations of the Company. The Company does not have any financing components or significant payment terms as payment occurs shortly after the point of sale . Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Amounts billed to customers related to shipping and handling costs are included in net sales in the condensed consolidated statements of operations. Shipping and handling costs associated with outbound freight after control over a product is transferred to the customer are accounted for as a fulfillment cost and are included in cost of sales. Revenue by Reportable Segment Control Devices. Our Control Devices segment designs and manufactures products that monitor, measure or activate specific functions within a vehicle. This segment includes product lines such as sensors, actuators, valves and switches. We sell these products principally to the automotive market in the North American, European, and Asia Pacific markets. To a lesser extent, we also sell these products to the commercial vehicle and agricultural markets in our North America and European markets. Our customers included in these markets primarily consist of original equipment manufacturers (“OEM”) and companies supplying components directly to the OEMs (“tier one supplier”). Electronics. Our Electronics segment designs and manufactures electronic instrument clusters, electronic control units and other driver information systems and includes the acquired Orlaco business, which designs and manufactures camera-based vision systems, monitors and related products. These products are sold principally to the commercial vehicle market primarily through our OEM and aftermarket channels in the North American and European markets, and to a lesser extent, the Asia Pacific market. The camera-based vision systems and related products are sold principally to the off-highway vehicle market in the North American and European markets. PST. Our PST segment primarily serves the South American market and specializes in the design, manufacture and sale of in-vehicle audio and video devices, electronic vehicle security alarms, convenience accessories, vehicle tracking devices and monitoring services primarily for the automotive and motorcycle markets. PST sells its products through the aftermarket distribution channel, to factory authorized dealer installers, also referred to as original equipment services, direct to OEMs and through mass merchandisers. The following tables disaggregate our revenue by reportable segment and geographical location (1) for the period ended March 31, 2018 and 2017: Three months ended March 31, 2018 Control Devices Electronics PST Consolidated Net Sales: North America $ 104,443 $ 19,986 $ - $ 124,429 South America - - 20,545 20,545 Europe 2,891 68,544 - 71,435 Asia Pacific 8,023 1,498 - 9,521 Total net sales $ 115,357 $ 90,028 $ 20,545 $ 225,930 Three months ended March 31, 2017 Control Devices Electronics PST Consolidated Net Sales: North America $ 110,521 $ 12,865 $ - $ 123,386 South America - - 21,633 21,633 Europe 1,709 50,074 - 51,783 Asia Pacific 6,643 866 - 7,509 Total net sales $ 118,873 $ 63,805 $ 21,633 $ 204,311 (1) Company sales based on geographic location are where the sale originates not where the customer is located. Performance Obligations For OEM and tier one supplier customers, the Company enters into contracts with its customers to provide serial production parts that consist of a set of documents including, but not limited to, an Award Letter, Master Purchase Agreement and Master Terms and Conditions. For each production product, the Company enters into separate purchase orders that contain the product specifications and an agreed-upon price. The performance obligation does not exist until a customer release is received for a specific number of parts. The majority of the parts sold to OEM and tier one suppliers are specifically customized to the specific customer, with the exception of off-highway products that are common across all customers. The transaction price is equal to the contracted price per part and there is no expectation of material variable consideration in the transaction price. In addition, the majority of the contracts do not include an enforceable right to payment if the customer terminates the contract for convenience and therefore the revenue is recognized at a point in time based on the shipping terms. Certain customer contracts contain an enforceable right to payment if the customer terminate the contract for convenience and therefore are recognized over time using the cost to complete input method. Our aftermarket products are focused on meeting the demand for repair and replacement parts, compliance parts and accessories and are sold primarily to aftermarket distributors and mass retailers in our South American, European, North American markets. Aftermarket products have one type of performance obligation which is the delivery of aftermarket parts and spare parts. For aftermarket customers, the Company typically has standard terms and conditions for all customers. In addition, aftermarket products have alternative use as they can be sold to multiple customers. Revenue for aftermarket part production contracts is recognized at a point in time when the control of the parts transfer to the customer which is based on the shipping terms. Aftermarket contracts may include variable consideration related to discounts and rebates and is included in the transaction price upon recognizing the product revenue. A small portion of the Company’s sales are comprised of monitoring services that include both monitoring devices and fees to individual, corporate, fleet and cargo customers in our PST segment. These monitoring service contracts are generally not capable of being distinct and are accounted for a single performance obligation. We recognize revenue for our monitoring products and service s contracts over the life of the contract. There is no variable consideration associated with these contracts. The Company has the right to consideration from a customer in the amount that corresponds directly with the value to the customer of the entity’s performance to date. Therefore the Company recognizes revenue over time using the practical expedient ASC 606-10-55-18 in the amount the Company has a “right to invoice” rather than selecting an output or input method. Contract Balances The Company had no material contract assets , contract liabilities or capitalized contract acquisition costs as of March 31, 2018. |
Acquisition of Orlaco
Acquisition of Orlaco | 3 Months Ended |
Mar. 31, 2018 | |
Acquisition of Orlaco [Abstract] | |
Acquisition of Orlaco | ( 4 ) Acquisition of Orlaco On 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 ac quisition of Orlaco enhances Stoneridge’s Electronics segment global technical capabilities in vision systems and facilitates entry into new markets. The aggregate consideration for the Orlaco acquisition on January 31, 2017 was €74,939 ( $79,675 ), which included customary estimated adjustments to the purchase price. The Company paid €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 payment obligations of the seller under the terms of the purchase agreement. The purchase price is subject to 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 additional amount up to €7,500 as contingent consideration (“earn-out consideration”) if certain performance targets are achiev ed during the first two years. The acquisition date fair value of the total consideration transferred consisted of the following: Cash $ 79,675 Fair value of earn-out consideration and other adjustments 4,208 Total purchase price $ 83,883 The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period 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. At March 31, 2018, t he purchase price and associated allocation reflect s the final valuation results and purchase price adjustments. There were no changes in estimates recorded during the quarter ended March 31, 2018 . 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 10,206 Warranty liability 899 Total liabilities assumed 14,959 Net identifiable assets acquired 50,255 Goodwill 33,628 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 earn-out period as well as a growth rate reduced by the market required rate of return These fair value measurements are classified within Level 3 of the fair value hierarchy. See Note 6 for details on fair value hierarchy. 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 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 $1,2 14 9 of acquisition related costs in the condensed consolidated statement of operations as a component of selling, general and administrative (“SG&A”) expense for the three months ended March 31, 2017. There were no acquisition related costs for the three months ended March 31, 2018. Included in the Company's statement of operations for the three m onths ended March 31, 201 8 and 2017 are post-acquisition sales and net income of $11,100 and $600 , respectively, related to Orlaco which are included in results of the Electronics segment. The Company’s statement of operations for the three m onths ended March 31 , 2017 included $9 79 of expense in cost of goods sold (“COGS”) associated with the step-up of the Orlaco inventory to fair value . The Company’s statement of operations for the three m onths ended March 31, 2018 included $369 of expense for the fair value adjustment for earn-out consideration in SG&A expenses . 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, 201 7 . 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 March 31, 2017 Net sales $ 209,341 Net income attributable to Stoneridge, Inc. and subsidiaries $ 9,307 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventories [Abstract] | |
Inventories | ( 5 ) 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 consisted of the following: March 31, December 31, 2018 2017 Raw materials $ 48,311 $ 47,588 Work-in-progress 8,095 5,806 Finished goods 22,222 20,077 Total inventories, net $ 78,628 $ 73,471 Inventory valued using the FIFO method was $ 59,021 and $54,837 at March 31, 2018 and December 31, 2017 , respectively. Inventory valued using the average cost method was $19,607 and $18,634 at March 31 , 201 8 and December 31, 2017 , respectively. . |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Financial Instruments and Fair Value Measurements | (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 March 31, 2018, 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 2018 and 2017 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 2018. 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. 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 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 March 31, 2018 and December 31, 2017, the Company held foreign currency forward contracts with underlying notional amount of $1,486 , to reduce the exposure related to the Company's euro-denominated intercompany loans. The current contract expires in June 2018 . The euro-denominated foreign currency forward contract was not designated as a hedging instrument. The Company recognized a loss of $20 and $ 19 for the three months ended March 31, 2018 and 201 7, respectively, in the condensed consolidated statements of operations as a component of other expense , net related to the euro-denominated contract. U. S. dollar-denominated Foreign Currency Forward Contracts – Cash Flow Hedges 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 March 31, 2018 of $5,800 which expire ratably on a monthly basis from April 2018 through December 2018. There were no such contracts at December 31, 2017. 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 March 31, 2018 of $1,600 which expire ratably on a monthly basis from April 2018 through December 2018. There were no such contracts at December 31, 2017. The Company evaluated the effectiveness of the U.S. dollar-denominated foreign currency forward contracts held as of March 31, 2018 and concluded that the hedges were highly effective . Mexican Peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedge The Company holds Mexican peso-denominated foreign currency forward contracts with notional amounts at March 31, 2018 of $6,043 which expire ratably on a monthly basis from April 2018 through December 2018, compared to a notional amount of $9,143 at December 31, 2017. The Company evaluated the effectiveness of the Mexican peso-denominated foreign currency forward contracts held as of March 31 , 2018 and December 31, 2017 and concluded that the hedges were highly effective. The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows: Prepaid expenses Accrued expenses and Notional amounts (A) and other current assets other current liabilities March 31, December 31, March 31, December 31, March 31, December 31, 2018 2017 2018 2017 2018 2017 Derivatives designated as hedging instruments: Cash flow hedges: Forward currency contracts $ 13,443 $ 9,143 $ 786 $ - $ - $ 221 Derivatives not designated as hedging instruments: Forward currency contracts $ 1,486 $ 1,486 $ - $ - $ 68 $ 48 (A) Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars. Gross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net income for the three months ended March 31 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income (loss) (loss) into net income (A) 2018 2017 2018 2017 Derivatives designated as cash flow hedges: Forward currency contracts $ 1,159 $ 516 $ (152) $ 29 (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 gain of $ 786 on the cash flow hedge derivatives will be reclassified from other comprehensive income (loss) to the condensed consolidated statements of operations through December 2018. 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. March 31, 2018 December 31, 2017 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 $ 786 $ - $ 786 $ - $ - Total financial assets carried at fair value $ 786 $ - $ 786 $ - $ - Financial liabilities carried at fair value: Forward currency contracts $ 68 $ - $ 68 $ - $ 269 Earn-out consideration 21,905 - - 21,905 20,746 Total financial liabilities carried at fair value $ 21,973 $ - $ 68 $ 21,905 $ 21,015 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, 2017 $ 8,637 $ 12,109 $ 20,746 Change in fair value 369 535 904 Foreign currency adjustments 235 20 255 Balance at March 31, 2018 $ 9,241 $ 12,664 $ 21,905 The earn-out consideration obligations 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 Orlaco earn-out consideration has reached the capped amount of €7,500 as of the quarter ended March 31, 2018. 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 as well as foreign currency translation. The fair value of the Orlaco and PST earn-out consideration is based on forecasted EBITDA during the performance periods. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the three months ended March 31, 2018. Except for the fair value of assets acquired and liabilities assumed related to the Orlaco acquisition discussed in Note 3, there were no non-recurring fair value measurements for the periods presented. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | (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 SG&A expenses, was $1,404 and $2,339 for the three months ended March 31 , 2018 and 2017, respectively . The three months ended March 31, 2018 included expenses related to higher attainment of performance based awards which was offset by the forfeiture of certain grants associated with employee resignations . The three months ended March 31, 2017 included expenses related to higher attainment of performance based awards and accelerated expense associated with the retirement of eligible employee s. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Debt | (8) Debt Debt consisted of the following at March 3 1 , 201 8 and December 31, 201 7 : March 31, December 31, Interest rates at 2018 2017 March 31, 2018 Maturity Revolving Credit Facility Credit Facility $ 116,000 $ 121,000 2.92% - 5.00 % September 2021 Debt PST short-term obligations 1,647 - 11.46% March 2019 PST long-term notes 5,204 8,016 9.0% - 11.84% 2019 -2021 Other 15 28 Total debt 6,866 8,044 Less: current portion (4,160) (4,192) Total long-term debt, net $ 2,706 $ 3,852 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. 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. 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 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. 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 f orth 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 were $116,000 and $121,000 at March 31 , 201 8 and December 31, 201 7 , respectively. Borrowing s de creased under the Credit Facility due to voluntary principal repayments. The Company was in compliance with all Credit Facility covenants at March 31, 2018 and December 31, 2017 . The Company also has outstanding letters of credit of $2,008 at March 31 , 201 8 and December 31, 201 7 . Debt PST maintains several short-term obligations and long-term notes used for working capital purposes which have fixed or variable interest rates. The weighted-average interest rates of short term and long-term debt of PST at March 31 , 201 8 was 11.5% and 10.3% . Depending on the specific note, interest is payable either monthly or annually. Principal repayments on PST debt at March 31, 2018 are as follows : $4 ,145 from April 20 18 through March 2019 , $ 1,552 from April 20 19 through December 201 9 , $ 602 in 2020 and $ 552 in 20 21 . PST was in compliance with all debt covenants at March 31, 2018 and December 31, 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 $2,398 and $2,439 , at March 31 , 201 8 and December 31, 201 7 , respectively. At March 31 , 201 8 and December 31, 2017 , there was no balance outstanding on this overdraft credit line. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (9) Earnings Per Share Basic earnings per share was computed by divi ding net income by the weighted- average number of Common Shares outstand ing 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 months ended March 31, 2018 and 2017. Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows: Three months ended March 31 2018 2017 Basic weighted-average Common Shares outstanding 28,249,420 27,916,652 Effect of dilutive shares 686,610 663,545 Diluted weighted-average Common Shares outstanding 28,936,030 28,580,197 There were no performance- based rest ricted Common Shares outstanding at March 31, 2018 or 2017. There were 622,960 and 750,720 performance-based right to receive Common Shares outstanding at March 31, 2018 and 2017, respectively. The 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 . |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss by Component | 3 Months Ended |
Mar. 31, 2018 | |
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | ( 10 ) Changes in Accumulated Other Comprehensive Loss by Component Changes in accumulated other comprehensive loss for the three months ended March 31 , 201 8 and 201 7 were as follows: Foreign Unrealized currency gain (loss) translation on derivatives Total Balance at January 1, 2018 $ (69,417) $ (143) $ (69,560) Other comprehensive income before reclassifications 3,894 915 4,809 Amounts reclassified from accumulated other comprehensive loss - (120) (120) Net other comprehensive income, net of tax 3,894 795 4,689 Balance at March 31, 2018 $ (65,523) $ 652 $ (64,871) Balance at January 1, 2017 $ (67,895) $ (18) $ (67,913) Other comprehensive income before reclassifications 3,063 336 3,399 Amounts reclassified from accumulated other comprehensive loss - (19) (19) Net other comprehensive income, net of tax 3,063 317 3,380 Balance at March 31, 2017 $ (64,832) $ 299 $ (64,533) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | (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 condensed consolidated results of operations or financial position. As a result of environmental studies performed at the Company’s former facility located in Sarasota, Florida, the Company became aware of soil and groundwater contamination at the site. The Company engaged an environmental engineering consultant to assess the level of contamination and to develop a remediation and monitoring plan for the site. Soil remediation at the site was completed during the year ended December 31, 2010. A remedial action plan was approved by the Florida Departme nt of Environmental Protection and groundwater remediation began in the fourth quarter of 2015. During the three months ended March 31 , 2018 and 2017 , environmental remediation costs incurred were immaterial. At March 31, 2018 and December 31, 201 7 , the Company accrued a remaining undiscounted liability of $132 and $265 , respectively, related to future remediation costs. At March 31 , 201 8 and December 31, 201 7 , $132 and $253 , r espectively, were 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 . C osts associated with the recorded liability will be incurred to complete the groundwater remediation, 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 t o the ongoing site remediation, the Company is currently required to maintain a $1,489 letter of credi t for the benefit of the buyer. Royal v. Stoneridge, Inc. et al. was a legal proceeding 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 d 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 d that the Company and Stoneridge Control Devices, Inc. breached various express and implied warranties, including the implied warranty of merchantability. The putative class consisted 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 d is more than one million vehicles. On September 28, 2017, the Company reached an agreement with Plaintiffs to settle the matter. Under the terms of the settlement, which was approved by the Court on January 30, 2018, 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 terms of the settlement do not require the Company to provide members of the settlement class with any cash payments or to reimburse any installation costs associated with replacement of the CDs. Counsel for Plaintiffs and the settlement class were awarded attorneys’ fees and costs in an amount of $375 . Counsel for Plaintiffs and the settlement class were also awarded incentive payments to each of the three named Plaintiffs in an amount of $5 each. The Company previously accrued $525 as of December 31, 2017 related to this matter. In February 2018, the Company paid the attorneys’ fees and costs and the awarded incentive payments in the amount of $375 and $15 , respectively. The total cost of the settlement remains uncertain because it is difficult to predict how many members of the proposed settlement class will request a replacement CD. The Company believes the likelihood of loss is probable and therefore the remaining amount accrued of $93 as of March 31, 2018, within accrued expenses and other current liabilities in the condensed consolidated statement of operations, is an estimate of exposure for potential settlement class members that may request a replacement CD. 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 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. T h e Brazil Administrative Court issued a final ruling on February 27, 2018 in PST’s favor for the period from January 2009 through December 2010, therefore there is no possibility that the State of Sao Paulo can appeal this judgement and the likelihood of loss is not probable. As a result of the above, as of March 31, 2018 and December 31, 201 7 , no accrual has been recorded with respect to the tax assessment. 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$38,100 ( $11,500 ) and R$33,800 ( $10,200 ) at March 31, 2018 and December 31, 201 7 , respectively. An unfavorable outcome on these contingencies could result in significant cost to PST and adversely affect its results of operations. Insurance Recoveries The Company incurred losses and incremental costs related to the damage to assets caused by a storm at its Mexican production facility in the fourth quarter of 2016 and is pursuing recovery of such costs under applicable insurance policies. Anticipated proceeds from insurance recoveries related to losses and incremental costs that have been incurred (“loss recoveries”) are recognized when receipt is probable. Anticipated proceeds from insurance recoveries in excess of the net book value of damaged property, plant and equipment (“insurance gain contingencies”) are recognized when all contingencies related to the claim have been resolved. L oss recoveries related to the damage of inventory and incremental costs included in costs of sales were not significant for the three months ended March 31, 2018 and 2017, respectively . There were no l oss recoveries and insurance gain contingencies recognized in the three months ended March 31, 2018 and 2017 related to the damage of property, plant and equipment included within SG&A expense. As of December 31, 2017, the Company had confirmation of the open insurance claim and recorded a receivable of $1,644 . The cash payment was subsequently collected in January 2018. Cash proceeds related to the damage of in ventory and incremental costs were $241 and $500 for the three months ended March 31, 2018 and 2017, respectively, and are included in cash flows from operating activities . C ash proceeds related to the damage of property, plant and equipment of $1,403 are included in cash flows from investing activities for the three months ended March 31, 2018 . 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 $3,347 and $3,112 of a long-term liability at March 31, 2018 and December 31, 201 7 , 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: Three months ended March 31 2018 2017 Product warranty and recall at beginning of period $ 9,978 $ 9,344 Accruals for products shipped during period 2,274 1,503 Assumed warranty liability related to Orlaco - 1,462 Aggregate changes in pre-existing liabilities due to claim developments 387 1,572 Settlements made during the period (1,772) (2,314) Foreign currency translation (19) 97 Product warranty and recall at end of period $ 10,848 $ 11,664 |
Business Realignment
Business Realignment | 3 Months Ended |
Mar. 31, 2018 | |
Business Realignment [Abstract] | |
Business Realignment | (1 2 ) 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 March 31 2018 2017 PST (A) $ 222 $ 171 Total business realignment charges $ 222 $ 171 (A) Severance costs for the three months ended March 31 , 2018 related to SG&A were $222. Severance costs for the three months ended March 31, 2017 related to COGS and SG&A were $90 and $81 , respectively. Business realignment charges classified by statement of operations line item were as follows: Three months ended March 31 2018 2017 Cost of goods sold $ - $ 90 Selling, general and administrative 222 81 Total business realignment charges $ 222 $ 171 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | (13 ) Income Taxes The Company computes its consolidated income tax provision each quarter based on an estimated annual effective tax rate (“EAETR”), 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 (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 EAETR 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 for these jurisdictions is computed separately. The actual year to date income tax expense is the product of the most current projected annual effective income tax rate and the actual year to date pre-tax income adjusted for any discrete tax items. The income tax expense for a particular quarter, except for the first quarter, is the difference between the year to date calculation of income tax expense 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 $ 3,233 and $4,571 for U.S. federal, state and foreign income taxes for the three months ended March 31, 2018 and 2017, respectively. The decrease in income tax expense for the three months ended March 31, 2018 compared to the same period for 2017 was primarily related to the impact of the Tax Cuts and Jobs Act (“Tax Legislation”) enacted in the United States on December 22, 2017. T he effective tax rate de creased to 19.5% in the first quarter of 2018 from 33.3% in the first quarter of 2017 primarily due the impact of the Tax Legislation compared to the same period in 2017. The Company has recognized the estimated impact of the Tax Legislation to its 2018 tax position in its EAETR calculation. The Company continues to examine the potential impact of certain provisions of the Tax Legislation that could affect its 2018 EAETR, including the provisions related to global intangible low-taxed income (“GILTI”), foreign derived intangible income (“FDII”) and the base erosion and anti-abuse tax (“BEAT”). Accordingly, the Company's 2018 EAETR may change in subsequent interim periods as additional analysis is completed. The Tax Legislation significantly revises the U.S. corporate income tax by, among other things, lowering corporate income tax rates imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, imposing a base erosion and anti-abuse tax, and imposing a tax on global intangible low taxed income. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company continues to analyze certain aspects of the Tax Legislation and refine its assessment, the ultimate impact of the Tax Legislation may differ from these estimates due to continued analysis or further regulatory guidance that may be issued as a result of the Tax Legislation. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 4 ) 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 o perating decision maker is the Chief Executive O fficer. The Company has three reportable segments , Control Devic es, 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 other driver information systems and includes the 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 2017 Form 10-K. The Company's management evaluates the performance of its reportable segments based primarily on revenues from external customers and operating 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. A summary of financial information by reportable segment is as follows: Three months ended March 31, 2018 2017 Net Sales: Control Devices $ 115,357 $ 118,873 Inter-segment sales 2,181 783 Control Devices net sales 117,538 119,656 Electronics (D) 90,028 63,805 Inter-segment sales 10,472 11,356 Electronics net sales 100,500 75,161 PST 20,545 21,633 Inter-segment sales 2 - PST net sales 20,547 21,633 Eliminations (12,655) (12,139) Total net sales $ 225,930 $ 204,311 Operating Income (Loss): Control Devices $ 17,879 $ 19,084 Electronics (D) 7,880 5,557 PST 150 579 Unallocated Corporate (A) (9,062) (10,056) Total operating income $ 16,847 $ 15,164 Depreciation and Amortization: Control Devices $ 2,795 $ 2,699 Electronics (D) 2,291 1,572 PST 2,505 2,088 Unallocated Corporate 197 99 Total depreciation and amortization (B) $ 7,788 $ 6,458 Interest Expense, net: Control Devices $ 19 $ 54 Electronics 34 38 PST 338 572 Unallocated Corporate 963 746 Total interest expense, net $ 1,354 $ 1,410 Capital Expenditures: Control Devices $ 5,746 $ 3,447 Electronics (D) 2,773 2,351 PST 1,259 884 Unallocated Corporate (C) 727 583 Total capital expenditures $ 10,505 $ 7,265 March 31, December 31, 2018 2017 Total Assets: Control Devices $ 174,608 $ 164,632 Electronics 276,252 252,324 PST 99,102 100,382 Corporate (C) 366,349 377,657 Eliminations (336,109) (335,958) Total assets $ 580,202 $ 559,037 (A) Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and 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 tables present net sales and long-term assets for each of the geographic areas in which the Company operates: Three months ended March 31 2018 2017 Net Sales: North America $ 124,429 $ 123,386 South America 20,545 21,633 Europe and Other (D) 80,956 59,292 Total net sales $ 225,930 $ 204,311 March 31, December 31, 2018 2017 Long-term Assets: North America $ 93,615 $ 89,997 South America 57,430 58,989 Europe and Other 110,464 106,682 Total long-term assets $ 261,509 $ 255,668 (D) The amount for 2017 includes two months of net sales from the acquisition date of January 31, 2017 related to Orlaco which is disclosed in Note 4 . |
Investments
Investments | 3 Months Ended |
Mar. 31, 2018 | |
Investments [Abstract] | |
Investments | (1 5 ) 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 s . 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 $10,452 and $10,131 at March 31, 2018 and December 31, 201 7 , respectively. Equity in earnings of Minda included in the condensed consolidated statements of operations was $521 and $180 , for the three months ended March 31, 2018 and 2017 , respectively. PST Eletrônica Ltda. The Company had a 74% controlling interest in PST from December 31, 2011 through May 15, 2017 . On May 16, 2017, the Company acquired the 26% noncontrolling interest in PST for $1,500 in cash along with earn-out consideration. The Company will be required to pay 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 $10,180 and was based on discounted cash flows utilizing forecasted EBITDA in 2020 and 2021. This fair value meas urement is classified within L evel 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 income. The noncontrolling interest balance on the May 16, 2017 acquisition date was $14,458 , of which $31,453 and ($16,995) was related to the carrying value of the investment and foreign currency translation, respectively, and accordingly these amounts were reclassified to additional paid-in capital and accumulated other comprehensive loss, respectively. As a result of the acquisition, there was no noncontrolling interest for the period of December 31, 2017 to March 31, 2018. The following table sets forth a summary of the change in noncontrolling interest in 2017: Three months ended March 31, 2017 Noncontrolling interest at beginning of period $ 13,762 Net loss (30) Foreign currency translation 757 Comprehensive income (loss) 727 Acquisition of noncontrolling interest - Noncontrolling interest at end of period $ 14,489 PST has dividends payable to former noncontrolling interest holders of $22,579 Brazilian real ( $6,833 ) and $22,330 Brazilian real ( $6,742 ) as of March 31, 2018 and December 31, 2017, respectively. The dividends payable balance as March 31, 2018 includes $249 Brazilian real ( $75 ) in monetary correction for the quarter to date March 31, 2018 period. 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. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue [Abstract] | |
Revenue by Segment and Geographical Location | The following tables disaggregate our revenue by reportable segment and geographical location (1) for the period ended March 31, 2018 and 2017: Three months ended March 31, 2018 Control Devices Electronics PST Consolidated Net Sales: North America $ 104,443 $ 19,986 $ - $ 124,429 South America - - 20,545 20,545 Europe 2,891 68,544 - 71,435 Asia Pacific 8,023 1,498 - 9,521 Total net sales $ 115,357 $ 90,028 $ 20,545 $ 225,930 Three months ended March 31, 2017 Control Devices Electronics PST Consolidated Net Sales: North America $ 110,521 $ 12,865 $ - $ 123,386 South America - - 21,633 21,633 Europe 1,709 50,074 - 51,783 Asia Pacific 6,643 866 - 7,509 Total net sales $ 118,873 $ 63,805 $ 21,633 $ 204,311 (1) Company sales based on geographic location are where the sale originates not where the customer is located. |
Acquisition of Orlaco (Tables)
Acquisition of Orlaco (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisition of Orlaco [Abstract] | |
Schedule of Total Consideration Transferred | The acquisition date fair value of the total consideration transferred consisted of the following: Cash $ 79,675 Fair value of earn-out consideration and other adjustments 4,208 Total purchase price $ 83,883 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period 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. At March 31, 2018, t he purchase price and associated allocation reflect s the final valuation results and purchase price adjustments. There were no changes in estimates recorded during the quarter ended March 31, 2018 . 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 10,206 Warranty liability 899 Total liabilities assumed 14,959 Net identifiable assets acquired 50,255 Goodwill 33,628 Net assets acquired $ 83,883 |
Pro Forma Results of Operations | 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, 201 7 . 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 March 31, 2017 Net sales $ 209,341 Net income attributable to Stoneridge, Inc. and subsidiaries $ 9,307 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventories [Abstract] | |
Schedule of Inventory, Current | Inventory cost includes material, labor and overhead. Inventories consisted of the following: March 31, December 31, 2018 2017 Raw materials $ 48,311 $ 47,588 Work-in-progress 8,095 5,806 Finished goods 22,222 20,077 Total inventories, net $ 78,628 $ 73,471 |
Financial Instruments and Fai26
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Financial Instruments and Fair Value Measurements [Abstract] | |
Notional Amounts and Fair Values of Derivative Instruments in the Consolidated Balance | The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows: Prepaid expenses Accrued expenses and Notional amounts (A) and other current assets other current liabilities March 31, December 31, March 31, December 31, March 31, December 31, 2018 2017 2018 2017 2018 2017 Derivatives designated as hedging instruments: Cash flow hedges: Forward currency contracts $ 13,443 $ 9,143 $ 786 $ - $ - $ 221 Derivatives not designated as hedging instruments: Forward currency contracts $ 1,486 $ 1,486 $ - $ - $ 68 $ 48 (A) Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars. |
Amounts Recorded for the Cash Flow Hedges in Other Comprehensive Income (Loss) in Shareholders' Equity and in Net Income | Gross amounts recorded for the cash flow hedges in other comprehensive income (loss) and in net income for the three months ended March 31 are as follows: Gain (loss) reclassified from Gain (loss) recorded in other other comprehensive income comprehensive income (loss) (loss) into net income (A) 2018 2017 2018 2017 Derivatives designated as cash flow hedges: Forward currency contracts $ 1,159 $ 516 $ (152) $ 29 |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | 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. March 31, 2018 December 31, 2017 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 $ 786 $ - $ 786 $ - $ - Total financial assets carried at fair value $ 786 $ - $ 786 $ - $ - Financial liabilities carried at fair value: Forward currency contracts $ 68 $ - $ 68 $ - $ 269 Earn-out consideration 21,905 - - 21,905 20,746 Total financial liabilities carried at fair value $ 21,973 $ - $ 68 $ 21,905 $ 21,015 |
Summary of the Change in Fair Value of the Level 3 Financial Liabilities Related to Contingent Consideration | 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, 2017 $ 8,637 $ 12,109 $ 20,746 Change in fair value 369 535 904 Foreign currency adjustments 235 20 255 Balance at March 31, 2018 $ 9,241 $ 12,664 $ 21,905 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Schedule of Debt | Debt consisted of the following at March 3 1 , 201 8 and December 31, 201 7 : March 31, December 31, Interest rates at 2018 2017 March 31, 2018 Maturity Revolving Credit Facility Credit Facility $ 116,000 $ 121,000 2.92% - 5.00 % September 2021 Debt PST short-term obligations 1,647 - 11.46% March 2019 PST long-term notes 5,204 8,016 9.0% - 11.84% 2019 -2021 Other 15 28 Total debt 6,866 8,044 Less: current portion (4,160) (4,192) Total long-term debt, net $ 2,706 $ 3,852 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted-Average Number of Shares | Weighted-average Common Shares outstanding used in calculating basic and diluted earnings per share were as follows: Three months ended March 31 2018 2017 Basic weighted-average Common Shares outstanding 28,249,420 27,916,652 Effect of dilutive shares 686,610 663,545 Diluted weighted-average Common Shares outstanding 28,936,030 28,580,197 |
Changes in Accumulated Other 29
Changes in Accumulated Other Comprehensive Loss by Component (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |
Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss for the three months ended March 31 , 201 8 and 201 7 were as follows: Foreign Unrealized currency gain (loss) translation on derivatives Total Balance at January 1, 2018 $ (69,417) $ (143) $ (69,560) Other comprehensive income before reclassifications 3,894 915 4,809 Amounts reclassified from accumulated other comprehensive loss - (120) (120) Net other comprehensive income, net of tax 3,894 795 4,689 Balance at March 31, 2018 $ (65,523) $ 652 $ (64,871) Balance at January 1, 2017 $ (67,895) $ (18) $ (67,913) Other comprehensive income before reclassifications 3,063 336 3,399 Amounts reclassified from accumulated other comprehensive loss - (19) (19) Net other comprehensive income, net of tax 3,063 317 3,380 Balance at March 31, 2017 $ (64,832) $ 299 $ (64,533) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Schedule of Product Warranty and Recall Liability | The following provides a reconciliation of changes in product warranty and recall liability: Three months ended March 31 2018 2017 Product warranty and recall at beginning of period $ 9,978 $ 9,344 Accruals for products shipped during period 2,274 1,503 Assumed warranty liability related to Orlaco - 1,462 Aggregate changes in pre-existing liabilities due to claim developments 387 1,572 Settlements made during the period (1,772) (2,314) Foreign currency translation (19) 97 Product warranty and recall at end of period $ 10,848 $ 11,664 |
Business Realignment (Tables)
Business Realignment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Realignment [Abstract] | |
Schedule of Restructuring and Related Costs | Business realignment charges by reportable segment were as follows: Three months ended March 31 2018 2017 PST (A) $ 222 $ 171 Total business realignment charges $ 222 $ 171 (A) Severance costs for the three months ended March 31 , 2018 related to SG&A were $222. Severance costs for the three months ended March 31, 2017 related to COGS and SG&A were $90 and $81 , respectively. |
Schedule of Business Realignment Charges Classified by Statement of Operations | Business realignment charges classified by statement of operations line item were as follows: Three months ended March 31 2018 2017 Cost of goods sold $ - $ 90 Selling, general and administrative 222 81 Total business realignment charges $ 222 $ 171 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A summary of financial information by reportable segment is as follows: Three months ended March 31, 2018 2017 Net Sales: Control Devices $ 115,357 $ 118,873 Inter-segment sales 2,181 783 Control Devices net sales 117,538 119,656 Electronics (D) 90,028 63,805 Inter-segment sales 10,472 11,356 Electronics net sales 100,500 75,161 PST 20,545 21,633 Inter-segment sales 2 - PST net sales 20,547 21,633 Eliminations (12,655) (12,139) Total net sales $ 225,930 $ 204,311 Operating Income (Loss): Control Devices $ 17,879 $ 19,084 Electronics (D) 7,880 5,557 PST 150 579 Unallocated Corporate (A) (9,062) (10,056) Total operating income $ 16,847 $ 15,164 Depreciation and Amortization: Control Devices $ 2,795 $ 2,699 Electronics (D) 2,291 1,572 PST 2,505 2,088 Unallocated Corporate 197 99 Total depreciation and amortization (B) $ 7,788 $ 6,458 Interest Expense, net: Control Devices $ 19 $ 54 Electronics 34 38 PST 338 572 Unallocated Corporate 963 746 Total interest expense, net $ 1,354 $ 1,410 Capital Expenditures: Control Devices $ 5,746 $ 3,447 Electronics (D) 2,773 2,351 PST 1,259 884 Unallocated Corporate (C) 727 583 Total capital expenditures $ 10,505 $ 7,265 March 31, December 31, 2018 2017 Total Assets: Control Devices $ 174,608 $ 164,632 Electronics 276,252 252,324 PST 99,102 100,382 Corporate (C) 366,349 377,657 Eliminations (336,109) (335,958) Total assets $ 580,202 $ 559,037 (A) Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and 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 tables present net sales and long-term assets for each of the geographic areas in which the Company operates: Three months ended March 31 2018 2017 Net Sales: North America $ 124,429 $ 123,386 South America 20,545 21,633 Europe and Other (D) 80,956 59,292 Total net sales $ 225,930 $ 204,311 March 31, December 31, 2018 2017 Long-term Assets: North America $ 93,615 $ 89,997 South America 57,430 58,989 Europe and Other 110,464 106,682 Total long-term assets $ 261,509 $ 255,668 (D) The amount for 2017 includes two months of net sales from the acquisition date of January 31, 2017 related to Orlaco which is disclosed in Note 4 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following tables present net sales and long-term assets for each of the geographic areas in which the Company operates: Three months ended March 31 2018 2017 Net Sales: North America $ 124,429 $ 123,386 South America 20,545 21,633 Europe and Other (D) 80,956 59,292 Total net sales $ 225,930 $ 204,311 March 31, December 31, 2018 2017 Long-term Assets: North America $ 93,615 $ 89,997 South America 57,430 58,989 Europe and Other 110,464 106,682 Total long-term assets $ 261,509 $ 255,668 (D) The amount for 2017 includes two months of net sales from the acquisition date of January 31, 2017 related to Orlaco which is disclosed in Note 4 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investments [Abstract] | |
Schedule of Noncontrolling Interest | Three months ended March 31, 2017 Noncontrolling interest at beginning of period $ 13,762 Net loss (30) Foreign currency translation 757 Comprehensive income (loss) 727 Acquisition of noncontrolling interest - Noncontrolling interest at end of period $ 14,489 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - PST Eletronica Ltda [Member] | 65 Months Ended | |
May 15, 2017 | May 16, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership in consolidated subsidiary | 74.00% | |
Percentage of additional noncontrolling interest acquired | 26.00% |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Revenue [Abstract] | |
Contract assets | $ 0 |
Contract liabilities | 0 |
Capitalized contract acquisition costs | $ 0 |
Revenue (Revenue by Segment and
Revenue (Revenue by Segment and Geographical Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 225,930 | $ 204,311 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 124,429 | 123,386 |
South America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 20,545 | 21,633 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 71,435 | 51,783 |
Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 9,521 | 7,509 |
Control Devices [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 115,357 | 118,873 |
Control Devices [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 104,443 | 110,521 |
Control Devices [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 2,891 | 1,709 |
Control Devices [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 8,023 | 6,643 |
Electronics [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 90,028 | 63,805 |
Electronics [Member] | North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 19,986 | 12,865 |
Electronics [Member] | Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 68,544 | 50,074 |
Electronics [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 1,498 | 866 |
PST [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 20,545 | 21,633 |
PST [Member] | South America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 20,545 | $ 21,633 |
Acquisition of Orlaco (Narrativ
Acquisition of Orlaco (Narrative) (Details) € in Thousands | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2017EUR (€) | Jan. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Jan. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 0 | ||||
Orlaco [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition agreement date | Jan. 31, 2017 | ||||
Total cash paid at closing | € 74,939 | $ 79,675,000 | |||
Cash paid to seller at closing | 67,439 | $ 71,701,000 | |||
Aquisition payment held in escrow to secure payment for working capital and other adustments | 7,500 | 7,974,000 | |||
Intangible assets aquired | 38,739,000 | ||||
Acquisition related costs | $ 12,149,000 | ||||
Post-acquisition sales | 11,100,000 | ||||
Post-acquisition net income (loss) | 600,000 | ||||
Expense related to fair value adjustment for earn-out consideration | $ 369,000 | ||||
Orlaco [Member] | Earnout Consideration [Member] | |||||
Business Acquisition [Line Items] | |||||
Maximum additional earnout consideration | € | € 7,500 | ||||
Orlaco [Member] | Fair Value Adjustment to Inventory [Member] | |||||
Business Acquisition [Line Items] | |||||
Expense related to inventory fair value step up | $ 979,000 | ||||
Customer Lists [Member] | Orlaco [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets aquired | 27,518,000 | ||||
Intangible asset useful life | 15 years | 15 years | |||
Trademarks [Member] | Orlaco [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets aquired | 5,142,000 | ||||
Intangible asset useful life | 20 years | 20 years | |||
Technology [Member] | Orlaco [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets aquired | $ 6,079,000 | ||||
Intangible asset useful life | 7 years | 7 years |
Acquisition of Orlaco (Schedule
Acquisition of Orlaco (Schedule of Total Consideration Transferred) (Details) - 1 months ended Jan. 31, 2017 - Orlaco [Member] € in Thousands, $ in Thousands | EUR (€) | USD ($) |
Business Acquisition [Line Items] | ||
Cash paid at closing | € 74,939 | $ 79,675 |
Fair value of earn-out liability and other adjustments | 4,208 | |
Total fair value | $ 83,883 |
Acquisition of Orlaco (Schedu39
Acquisition of Orlaco (Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 39,439 | $ 38,419 | |
Orlaco [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,165 | ||
Accounts receivable | 7,929 | ||
Inventory | 9,409 | ||
Prepaids 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 | 10,206 | ||
Warranty liabilitity | 899 | ||
Total liabilities assumed | 14,959 | ||
Net identifiable assets acquired | 50,255 | ||
Goodwill | 33,628 | ||
Net assets acquired | $ 83,883 |
Acquisition of Orlaco (Pro Form
Acquisition of Orlaco (Pro Forma Results of Operations) (Details) - Orlaco [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 209,341 |
Net income attributable to Stoneridge, Inc. and subsidiaries | $ 9,307 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Inventory amount, FIFO | $ 59,021 | $ 54,837 |
Inventory amount, weighted average cost | $ 19,607 | $ 18,634 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Raw materials | $ 48,311 | $ 47,588 |
Work-in-progress | 8,095 | 5,806 |
Finished goods | 22,222 | 20,077 |
Total inventories, net | $ 78,628 | $ 73,471 |
Financial Instruments and Fai43
Financial Instruments and Fair Value Measurements (Narrative) (Details) € in Thousands, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018EUR (€) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Other Liabilities, Fair Value Disclosure | $ 21,905 | $ 20,746 | ||||
Transfers in or out of Level 3 | $ 0 | |||||
Euro-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Gain (loss) on derivative instruments held for trading purposes, net | $ (20) | $ (19) | ||||
Cash Flow Hedging [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
(Gain) loss from cash flow hedge derivatives to be reclassified | (786) | |||||
Cash Flow Hedging [Member] | U.S. Dollar Denominated Foreign Currency Forward Contracts, Swedish Krona Functional Currency [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 5,800 | 0 | ||||
Cash Flow Hedging [Member] | U.S. Dollar Denominated Foreign Currency Forward Contracts Euro Functional Currency [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 1,600 | 0 | ||||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forward Currency Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 13,443 | [1] | 9,143 | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Mexican Peso-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 6,043 | 9,143 | ||||
Not Designated as Hedging Instrument [Member] | Forward Currency Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | 1,486 | [1] | $ 1,486 | |||
Not Designated as Hedging Instrument [Member] | Euro-Denominated Foreign Currency Forward Contracts [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Notional amounts | $ 1,486 | |||||
Orlaco [Member] | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||
Other Liabilities, Fair Value Disclosure | € | € 7,500 | |||||
[1] | Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars. |
Financial Instruments and Fai44
Financial Instruments and Fair Value Measurements (Schedule of Derivative Instruments in Statement of Financial Position, Fair Value) (Details) - Forward Currency Contracts [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | |
Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional amounts | $ 1,486 | [1] | $ 1,486 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Notional amounts | 13,443 | [1] | 9,143 |
Cash flow hedges , other derivative assets | 786 | ||
Other Liabilities [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair value of other derivatives | (68) | (48) | |
Other Liabilities [Member] | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Cash flow hedges , other derivatives | $ 0 | $ (221) | |
[1] | Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars. |
Financial Instruments and Fai45
Financial Instruments and Fair Value Measurements (Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)) (Details) - Designated as Hedging Instrument [Member] - Forward Currency Contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivatives designated as cash flow hedges: | ||
Gain (loss) recorded in other comprehensive income | $ 1,159 | $ 516 |
Gain (loss) reclassified from other comprehensive income into net income | $ (152) | $ 29 |
Financial Instruments and Fai46
Financial Instruments and Fair Value Measurements (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Financial assets carried at fair value: | ||
Forward currency asset contracts | $ 786 | |
Total financial assets carried at fair value | 786 | |
Financial liabilities carried at fair value: | ||
Forward currency liabilities contracts | 68 | $ 269 |
Earn-out consideration | 21,905 | 20,746 |
Total financial liabilities carried at fair value | 21,973 | $ 21,015 |
Fair Value, Inputs, Level 2 [Member] | ||
Financial assets carried at fair value: | ||
Forward currency asset contracts | 786 | |
Total financial assets carried at fair value | 786 | |
Financial liabilities carried at fair value: | ||
Forward currency liabilities contracts | 68 | |
Total financial liabilities carried at fair value | 68 | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial liabilities carried at fair value: | ||
Earn-out consideration | 21,905 | |
Total financial liabilities carried at fair value | $ 21,905 |
Financial Instruments and Fai47
Financial Instruments and Fair Value Measuements (Summary of the Change in Fair Value of the Level 3 Financial Liabilities Related to Contingent Consideration) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | $ 20,746 |
Change in fair value | 904 |
Foreign currency adjustments | 255 |
Financial liability, Ending balance | 21,905 |
Orlaco [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | 8,637 |
Change in fair value | 369 |
Foreign currency adjustments | 235 |
Financial liability, Ending balance | 9,241 |
PST Eletronica Ltda [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Financial liability, Beginning balance | 12,109 |
Change in fair value | 535 |
Foreign currency adjustments | 20 |
Financial liability, Ending balance | $ 12,664 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,404 | $ 2,339 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) kr in Thousands, $ in Thousands | 3 Months Ended | |||||||||
Mar. 31, 2018USD ($) | Mar. 31, 2018SEK (kr) | Mar. 31, 2018USD ($) | Dec. 31, 2017SEK (kr) | Dec. 31, 2017USD ($) | Jan. 30, 2017USD ($) | Aug. 12, 2016USD ($) | Mar. 25, 2015 | Sep. 12, 2014USD ($) | Nov. 02, 2007USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Borrowings outstanding | $ 116,000 | $ 121,000 | ||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt interest rate | 9.50% | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized deferred financing costs | $ 339 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000 | $ 100,000 | ||||||||
Increase in maximum borrowing capacity of credit facility | $ 80,000 | |||||||||
Borrowings outstanding | $ 116,000 | 121,000 | ||||||||
Line of credit expiration date | Sep. 12, 2019 | |||||||||
Maximum leverage ratio | 300.00% | 300.00% | ||||||||
Minimum interest coverage ratio | 350.00% | 350.00% | ||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, commitment fee percentage | 0.35% | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, commitment fee percentage | 0.20% | |||||||||
Asset-Based Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||||||
Letter of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding letters of credit | $ 2,008 | |||||||||
Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit Facility covenant compliance | The Company was in compliance with all Credit Facility covenants at March 31, 2018 and December 31, 2017 | |||||||||
Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facilty amendement date | Aug. 12, 2016 | |||||||||
Length of the amended extension to the expiration date on debt | 2 years | |||||||||
Line of credit expiration date | Sep. 12, 2021 | |||||||||
Amendment Four [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized deferred financing costs | $ 61 | |||||||||
PST Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes covenant compliance | PST was in compliance with all debt covenants at March 31, 2018 and December 31, 2016. | |||||||||
PST Eletronica Ltda [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
April 2018 through March 2019 | 4,145 | |||||||||
April 2019 through December 2019 | 1,552 | |||||||||
2,020 | 602 | |||||||||
2,021 | $ 552 | |||||||||
PST Eletronica Ltda [Member] | PST Long-Term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, weighted average interest rate | 10.30% | 10.30% | ||||||||
PST Eletronica Ltda [Member] | PST Short-Term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Short-term debt, weighted average interest rate | 11.50% | 11.50% | ||||||||
Borrowing Sub-Limit for the Company's Foreign Subsidiaries [Member] | Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Sub-limit for foreign subsidiary borrowings | $ 80,000 | |||||||||
Increase in sub-limit for foreign subsidiary borrowings | 30,000 | |||||||||
Permitted Loans and Investments in Foreign Subsidiaries [Member] | Amendment Three [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Increase in permitted loans and investments in foregin subsidiaries. | $ 5,000 | |||||||||
Amount of permitted loans and investments in foregin subsidiaries | 30,000 | |||||||||
Electronics [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | kr 20,000 | 2,398 | kr 20,000 | 2,439 | ||||||
Borrowings outstanding | $ 0 | $ 0 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 116,000 | $ 121,000 |
Debt: | ||
Total debt | 6,866 | 8,044 |
Less: current portion | (4,160) | (4,192) |
Total long-term debt, net | 2,706 | 3,852 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 116,000 | 121,000 |
Debt: | ||
Debt, maturity | September 2,021 | |
Maximum [Member] | Revolving Credit Facility [Member] | ||
Debt: | ||
Interest rate | 5.00% | |
Minimum [Member] | Revolving Credit Facility [Member] | ||
Debt: | ||
Interest rate | 2.92% | |
PST Short-Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt [Member] | $ 1,647 | |
Debt: | ||
Debt, maturity | March 2,019 | |
Interest rate | 11.46% | |
PST Long-Term Notes [Member] | ||
Debt: | ||
Total long-term debt, net | $ 5,204 | 8,016 |
Debt maturity period range start | 2,019 | |
Debt maturity period range end | 2,021 | |
PST Long-Term Notes [Member] | Maximum [Member] | ||
Debt: | ||
Interest rate | 11.84% | |
PST Long-Term Notes [Member] | Minimum [Member] | ||
Debt: | ||
Interest rate | 9.00% | |
Other [Member] | ||
Debt: | ||
Total debt | $ 15 | $ 28 |
Earnings Per Share (Narative) (
Earnings Per Share (Narative) (Details) - shares | Mar. 31, 2018 | Mar. 31, 2017 |
Performance Based Restricted Common Shares [Member] | ||
Performance based restricted common shares outstanding | 0 | 0 |
Performance Based Right to Receive Common Shares [Member] | ||
Common shares, non-vested | 622,960 | 750,720 |
Earnings Per Share (Weighted Av
Earnings Per Share (Weighted Average Shares Oustanding Used in Calculating Basic and Diluted Net Income Per Share) (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic weighted-average common shares outstanding | 28,249,420 | 27,916,652 |
Effect of dilutive shares | 686,610 | 663,545 |
Diluted weighted-average common shares outstanding | 28,936,030 | 28,580,197 |
Changes in Accumulated Other 53
Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Changes in Accumulated Other Comprehensive Loss by Component [Abstract] | |||||
Foreign currency translation, Beginning balance | $ (69,417) | $ (67,895) | |||
Foreign currency translation, Other comprehensive income (loss) before reclassifications | 3,894 | 3,063 | |||
Foreign currency translation, Net other comprehensive income (loss), net of tax | 3,894 | 3,063 | |||
Foreign currency translation, Ending balance | (65,523) | (64,832) | |||
Unrealized gain (loss) on hedging activities, Beginning balance | (143) | (18) | |||
Unrealized gain (loss) on hedging activities, Other comprehensive income (loss) before reclassifications | 915 | 336 | |||
Unrealized gain (loss) on hedging activities, Amounts reclassified from accumulated other comprehensive loss | (120) | (19) | |||
Unrealized gain (loss) on hedging activities, Net other comprehensive income (loss), net of tax | [1] | 795 | 317 | ||
Unrealized gain (loss) on hedging activities, Ending balance | 652 | 299 | |||
Total, Other comprehensive income (loss) before reclassifications | 4,809 | 3,399 | |||
Total, Amounts reclassified from accumulated other comprehensive loss | (120) | (19) | |||
Net other comprehensive income (loss), net of tax | 4,689 | 3,380 | |||
Accumulated other comprehensive income (loss), net of tax, total | $ (64,871) | $ (64,533) | $ (69,560) | $ (67,913) | |
[1] | Net of tax expense of $212 and $170 for the three months ended March 31, 2018 and 2017, respectively. |
Commitments and Contingencies54
Commitments and Contingencies (Narrative) (Details) R$ in Thousands, $ in Thousands, item in Millions | 1 Months Ended | 3 Months Ended | 24 Months Ended | |||||
Feb. 28, 2018USD ($) | Mar. 31, 2018USD ($)itemplaintiff | Mar. 31, 2017USD ($) | Dec. 31, 2010 | Mar. 31, 2018BRL (R$) | Mar. 31, 2018USD ($) | Dec. 31, 2017BRL (R$) | Dec. 31, 2017USD ($) | |
Short-term Debt [Line Items] | ||||||||
Environmental remediation accrued undiscounted liability | $ 132 | $ 265 | ||||||
Number of vehicles the plaintiff states are effected | item | 1 | |||||||
Loss recoveries and insurance gain contingencies | 1,644 | |||||||
Cash proceeds related to damaged inventory and incremental costs | $ 241 | $ 500 | ||||||
Cash proceeds within cash flows from investing activities | $ 1,403 | |||||||
Product warranty and recall accrual | 3,347 | 3,112 | ||||||
Royal v. Stoneridge, Inc. [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Number of people the plaintiff states have damages | plaintiff | 3 | |||||||
Litigation liability | 93 | 525 | ||||||
Royal v. Stoneridge, Inc, Attorney's Fees [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Loss contingency, estimate of possible loss | 375 | |||||||
Legal settlement payment | $ 375 | |||||||
Royal v. Stoneridge, Inc, Awarded Incentive Payments [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Legal settlement payment | $ 15 | |||||||
Accrued Expenses and Other Current Liabilities [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Environmental remediation accrued undiscounted liability | 132 | 253 | ||||||
Letter of Credit [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Line of credit | 1,489 | |||||||
PST Eletronica Ltda [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Litigation liability | 0 | 0 | ||||||
Percentage of state value added tax | 25.00% | |||||||
PST Eletronica Ltda [Member] | Civil, labor and other tax contingencies [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Loss contingency, estimate of possible loss | R$ 38100 | $ 11,500 | R$ 33800 | $ 10,200 | ||||
Maximum [Member] | Royal v. Stoneridge, Inc. [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Maximum loss per plaintiff | $ 5 |
Commitments and Contingencies55
Commitments and Contingencies (Reconciliation of Changes in Product Warranty and Recall Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Product warranty and recall at beginning of period | $ 9,978 | $ 9,344 |
Accruals for products shipped during period | 2,274 | 1,503 |
Acquired warranty liability related to acquisition | 1,462 | |
Aggregate changes in pre-existing liabilities due to claim developments | 387 | 1,572 |
Settlements made during the period | (1,772) | (2,314) |
Foreign currency translation | (19) | 97 |
Product warranty and recall at end of period | $ 10,848 | $ 11,664 |
Business Realignment (Schedule
Business Realignment (Schedule of Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Restructuring Cost and Reserve [Line Items] | |||
Total business realignment charges | $ 222 | $ 171 | |
Cost of Goods Sold [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total business realignment charges | 90 | ||
Selling, General and Administrative Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total business realignment charges | 222 | 81 | |
PST Segment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total business realignment charges | [1] | 222 | 171 |
PST Segment [Member] | Cost of Goods Sold [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs | 90 | ||
PST Segment [Member] | Selling, General and Administrative Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance costs | $ 222 | $ 81 | |
[1] | Severance costs for the three months ended March 31, 2018 related to SG&A were $222. Severance costs for the three months ended March 31, 2017 related to COGS and SG&A were $90 and $81, respectively. |
Business Realignment (Schedul57
Business Realignment (Schedule of Business Realignment Charges Classified by Statement of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Total business realignment charges | $ 222 | $ 171 |
Cost of Goods Sold [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total business realignment charges | 90 | |
Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total business realignment charges | $ 222 | $ 81 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Taxes [Abstract] | ||
Provision for income taxes | $ 3,233 | $ 4,571 |
Effective income tax rate | 19.50% | 33.30% |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Reporting Information, by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Net Sales: | ||||
Total net sales | $ 225,930 | $ 204,311 | ||
Operating Income (Loss) | ||||
Total operating income (loss) | 16,847 | 15,164 | ||
Total income before income taxes | 16,613 | 13,744 | ||
Depreciation and Amortization: | ||||
Total depreciation and amortization | [1] | 7,788 | 6,458 | |
Interest Expense, net: | ||||
Interest expense, net | 1,354 | 1,410 | ||
Capital Expenditures: | ||||
Capital expenditures | 10,505 | 7,265 | ||
Total Assets: | ||||
Total assets | 580,202 | $ 559,037 | ||
Total long-term assets | 261,509 | 255,668 | ||
Operating Segments [Member] | ||||
Operating Income (Loss) | ||||
Total operating income (loss) | 16,847 | 15,164 | ||
Intersegment Eliminations [Member] | ||||
Net Sales: | ||||
Total net sales | (12,655) | (12,139) | ||
Total Assets: | ||||
Total assets | (336,109) | (335,958) | ||
Electronics [Member] | ||||
Net Sales: | ||||
Total net sales | 100,500 | 75,161 | ||
Electronics [Member] | Operating Segments [Member] | ||||
Net Sales: | ||||
Total net sales | [2] | 90,028 | 63,805 | |
Operating Income (Loss) | ||||
Total operating income (loss) | [2] | 7,880 | 5,557 | |
Depreciation and Amortization: | ||||
Total depreciation and amortization | [2] | 2,291 | 1,572 | |
Interest Expense, net: | ||||
Interest expense, net | 34 | 38 | ||
Capital Expenditures: | ||||
Capital expenditures | [2] | 2,773 | 2,351 | |
Total Assets: | ||||
Total assets | 276,252 | 252,324 | ||
Electronics [Member] | Inter-Segment [Member] | ||||
Net Sales: | ||||
Total net sales | 10,472 | 11,356 | ||
Control Devices [Member] | ||||
Net Sales: | ||||
Total net sales | 117,538 | 119,656 | ||
Control Devices [Member] | Operating Segments [Member] | ||||
Net Sales: | ||||
Total net sales | 115,357 | 118,873 | ||
Operating Income (Loss) | ||||
Total operating income (loss) | 17,879 | 19,084 | ||
Depreciation and Amortization: | ||||
Total depreciation and amortization | 2,795 | 2,699 | ||
Interest Expense, net: | ||||
Interest expense, net | 19 | 54 | ||
Capital Expenditures: | ||||
Capital expenditures | 5,746 | 3,447 | ||
Total Assets: | ||||
Total assets | 174,608 | 164,632 | ||
Control Devices [Member] | Inter-Segment [Member] | ||||
Net Sales: | ||||
Total net sales | 2,181 | 783 | ||
Corporate [Member] | ||||
Interest Expense, net: | ||||
Interest expense, net | 963 | 746 | ||
Capital Expenditures: | ||||
Capital expenditures | [3] | 727 | 583 | |
Total Assets: | ||||
Total assets | [3] | 366,349 | 377,657 | |
Corporate [Member] | Operating Segments [Member] | ||||
Operating Income (Loss) | ||||
Total operating income (loss) | [4] | (9,062) | (10,056) | |
Depreciation and Amortization: | ||||
Total depreciation and amortization | 197 | 99 | ||
PST [Member] | ||||
Net Sales: | ||||
Total net sales | 20,547 | 21,633 | ||
PST [Member] | Operating Segments [Member] | ||||
Net Sales: | ||||
Total net sales | 20,545 | 21,633 | ||
Operating Income (Loss) | ||||
Total operating income (loss) | 150 | 579 | ||
Depreciation and Amortization: | ||||
Total depreciation and amortization | 2,505 | 2,088 | ||
Interest Expense, net: | ||||
Interest expense, net | 338 | 572 | ||
Capital Expenditures: | ||||
Capital expenditures | 1,259 | 884 | ||
Total Assets: | ||||
Total assets | 99,102 | 100,382 | ||
PST [Member] | Inter-Segment [Member] | ||||
Net Sales: | ||||
Total net sales | 2 | |||
North America [Member] | ||||
Net Sales: | ||||
Total net sales | 124,429 | 123,386 | ||
Total Assets: | ||||
Total long-term assets | 93,615 | 89,997 | ||
South America [Member] | ||||
Net Sales: | ||||
Total net sales | 20,545 | 21,633 | ||
Total Assets: | ||||
Total long-term assets | 57,430 | 58,989 | ||
Europe and Other [Member] | ||||
Net Sales: | ||||
Total net sales | [2] | 80,956 | $ 59,292 | |
Total Assets: | ||||
Total long-term assets | $ 110,464 | $ 106,682 | ||
[1] | These amounts represent depreciation and amortization on property, plant and equipment and certain intangible assets. | |||
[2] | The amount for 2017 includes two months of net sales from the acquisition date of January 31, 2017 related to Orlaco which is disclosed in Note 4 | |||
[3] | Assets located at Corporate consist primarily of cash, intercompany loan receivables, fixed assets for the corporate headquarter building, equity investments and investments in subsidiaries. | |||
[4] | Unallocated Corporate expenses include, among other items, finance, legal, human resources and information technology costs and share-based compensation. |
Segment Reporting (Schedule o61
Segment Reporting (Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | ||
Net Sales: | ||||
Total net sales | $ 225,930 | $ 204,311 | ||
Long-term Assets: | ||||
Total long-term assets | 261,509 | $ 255,668 | ||
North America [Member] | ||||
Net Sales: | ||||
Total net sales | 124,429 | 123,386 | ||
Long-term Assets: | ||||
Total long-term assets | 93,615 | 89,997 | ||
South America [Member] | ||||
Net Sales: | ||||
Total net sales | 20,545 | 21,633 | ||
Long-term Assets: | ||||
Total long-term assets | 57,430 | 58,989 | ||
Europe and Other [Member] | ||||
Net Sales: | ||||
Total net sales | [1] | 80,956 | $ 59,292 | |
Long-term Assets: | ||||
Total long-term assets | $ 110,464 | $ 106,682 | ||
[1] | The amount for 2017 includes two months of net sales from the acquisition date of January 31, 2017 related to Orlaco which is disclosed in Note 4 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) R$ in Thousands, $ in Thousands | May 16, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | May 15, 2017 | Mar. 31, 2018BRL (R$) | Mar. 31, 2018USD ($) | Dec. 31, 2017BRL (R$) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||||
Income (loss) from equity method investments | $ 521 | $ 180 | |||||||
PST Eletronica Ltda [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage ownership in consolidated subsidiary | 74.00% | ||||||||
Percentage of additional noncontrolling interest acquired | 26.00% | ||||||||
Noncontrolling interest | $ 14,458 | 14,489 | $ 13,762 | ||||||
Dividends payable, price index adjustment | R$ 249 | $ 75 | |||||||
PST Eletronica Ltda [Member] | Noncontrolling Interest [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Cash payment at closing | 1,500 | ||||||||
Fair value of earn-out liability | 10,180 | ||||||||
Carrying value of investment | 31,453 | ||||||||
Carrying value of foreign currency translation | $ (16,995) | ||||||||
Dividends payable | R$ 22579 | $ 6,833 | R$ 22330 | $ 6,742 | |||||
Minda Stoneridge Instruments Ltd [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investment, ownership percentage | 49.00% | 49.00% | |||||||
Equity method investments | $ 10,452 | $ 10,131 | |||||||
Income (loss) from equity method investments | $ 521 | $ 180 |
Investments (Schedule of Noncon
Investments (Schedule of Noncontrolling Interest) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Net loss attributable to noncontrolling interest | $ (30) |
PST Eletronica Ltda [Member] | |
Noncontrolling interest at beginning of period | 13,762 |
Net loss attributable to noncontrolling interest | (30) |
Foreign currency translation | 757 |
Comprehensive income (loss) related to noncontrolling interest | 727 |
Noncontrolling interest at end of period | $ 14,489 |