ITEM 2.02 Results of Operations and Financial Condition.

On October 13, 2021, Stoneridge, Inc. (the "Company") issued a press release providing a business update related to the current macroeconomic environment and announcing certain preliminary results for the third quarter ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The press release contains certain non-GAAP financial measures, including Adjusted Operating Loss and Margin, Adjusted Net Loss and Adjusted Loss per Share ("Adjusted EPS"), (collectively, the "Non-GAAP Financial Measures"). Management believes that the presentation of the Non-GAAP Financial Measures used in the press release are useful to both management and investors in their analysis of the Company's financial position, results of operations and expected results of operations because the Non-GAAP Financial Measures facilitate a period to period comparison of operating results by excluding significant unusual, non-recurring items in the third-quarter of 2021. For the quarter ending September 30, 2021, these items relate to after-tax and pre-tax change in fair value of the earn-out consideration related to the acquisition of the remaining 26% minority interest in Stoneridge Brazil, after-tax and pre-tax restructuring and business realignment costs and an adjustment to the tax impact related to the sale of the Canton facility. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures used by the Company may not be comparable to non-GAAP financial measures used by other companies. Adjusted Operating Loss and Margin, Adjusted Net Loss and Adjusted EPS should not be considered a substitute for Operating Loss, Net Loss or Loss per Share prepared in accordance with GAAP.

ITEM 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 above is hereby incorporated herein by reference.

The information in this report, including the press release furnished as Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, the exhibits furnished herewith contain statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.

ITEM 9.01 Financial Statements and Exhibits.






(d)      Exhibits



Exhibit No.  Description

  99.1         Press release dated October 13, 2021 providing preliminary third
             quarter 2021 results

104          Cover Page Interactive Data File (the Cover Page Interactive Data File
             is embedded within the Inline XBRL document)

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