Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We are a global designer and manufacturer of highly engineered electrical and electronic components, modules and systems primarily for the automotive, commercial, off-highway, motorcycle and agricultural vehicle markets.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes related thereto and other financial information included elsewhere herein.
Impact of COVID-19 on Our Business
The coronavirus pandemic (“COVID-19”) has had a negative impact on the global economy in 2020, disrupting financial markets and increasing volatility, and has impeded global supply chains, restricted manufacturing operations and resulted in significantly reduced economic activity and higher unemployment rates. It has disrupted, and likely will continue to disrupt, the global vehicle industry and customer sales, production volumes and purchases of automotive, commercial, off-highway, motorcycle and agricultural vehicles by end-consumers. COVID-19 began to impact our operations in the first quarter of 2020 as government authorities imposed mandatory closures, work-from-home orders, social distancing protocols, and other restrictions. These actions materially affected our ability to adequately staff and maintain our operations and supply chain and significantly impacted our financial results in the first half of 2020. The adverse conditions caused by COVID-19 initially reduced demand for our products and increased operating costs, which resulted in lower overall margins. Similar to our customers, we instituted several changes to our manufacturing operations to reduce the spread of COVID-19 and keep our employees safe. In the second half of 2020, as a result of recovery across our global end-markets, we experienced significant sales growth compared to the second quarter 2020. Although our end-markets showed strong recovery in the second half of 2020, during the fourth quarter of 2020, certain European, North American and South American countries began to initiate new governmental restrictions in response to renewed pandemic impacts and concerns, and many of these restrictions have continued into the first quarter of 2021. As a result, COVID-19 may continue to adversely impact demand for our products, financial condition and results of operations in the near term.
The adverse impacts of the COVID-19 pandemic led to a significant vehicle production slowdown in the first half of 2020, which was followed by increased consumer demand and vehicle production schedules in the second half of 2020. This surge in demand led to a worldwide semiconductor supply shortage at the end of 2020 and into early 2021, as semiconductor suppliers have been unable to rapidly reallocate production lines to serve the transportation industry. In addition, we have experienced longer lead-times, higher costs and delays in procuring other component parts and raw materials. As a result, we are currently experiencing supply chain disruptions. We are assessing the potential supply chain impacts, which may directly or indirectly impact various suppliers, and correspondingly, OEM production. We are working closely with our suppliers and customers to minimize any potential adverse impacts, and we continue to closely monitor the availability of semiconductor microchips and other component parts and raw materials, customer vehicle production schedules and any other supply chain inefficiencies that may arise, due to this or any other issue. However, any direct or indirect supply chain disruptions may have an adverse impact on our financial condition, results of operations or cash flows.
We continue to actively manage our cash and working capital to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. Beginning in the first quarter and into the second quarter of 2020, we undertook several actions to reduce costs and spending across our organization. This included reducing hiring activities, temporarily reducing our workforce in facilities impacted by volume reductions or shutdowns and limiting discretionary spending. Due to the adverse financial impact of COVID-19 resulting from significantly reduced production during the second quarter of 2020, we amended our existing credit facility to waive several financial covenants, including our net debt leverage compliance ratio, until the second quarter of 2021. As of December 31, 2020, our cash and cash equivalents balance was $73.9 million while undrawn commitments on our credit facility were $262.3 million.
We will also continue to actively monitor the impact of COVID-19 on our business and served-markets and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and shareholders.
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Segments
We are organized by products produced and markets served. Under this structure, our operations have been reported using the following segments:
Control Devices. This segment includes results of operations that manufacture actuators, sensors, switches and connectors.
Electronics. This segment includes results of operations from the production of driver information systems, camera-based vision systems, connectivity and compliance products and electronic control units.
Stoneridge Brazil (formerly referred to as “PST”). This segment includes results of operations that design and manufacture vehicle tracking devices and monitoring services, vehicle security alarms and convenience accessories, in-vehicle audio and infotainment devices and telematics solutions.
Overview
The Company had net loss of $8.0 million, or $(0.29) per diluted share, for the year ended December 31, 2020.
Net income in 2020 decreased by $68.3 million, or $(2.42) per diluted share, from $60.3 million, or $2.13 per diluted share, for the year ended December 31, 2019 primarily due to the COVID-19 pandemic, the 2019 gain on disposal of Control Devices’ Non-core Products of $33.6 million, or $0.98 per diluted share, and the recovery of Brazilian indirect taxes of $6.5 million, or $0.20 per diluted share . This decrease in net income was partially offset by a favorable fair value adjustment, net for earn-out consideration of $5.5 million, or $0.20 per diluted share, at Stoneridge Brazil and a $4.3 million decrease in restructuring costs during 2020.
In 2020, our net sales decreased by $186.3 million, or 22.3%, while our operating income decreased $79.5 million.
Our Control Devices segment net sales decreased by 20.6% primarily as a result of COVID-19 and 2019 sales of $41.6 million under the contract manufacturing agreement pursuant to the disposal of the Non-core Products. Including the impact of COVID-19, Control Devices experienced decreased sales volume in our North American automotive, North American commercial vehicle, agricultural and other markets. These decreases were partially offset by increased sales volume in our European and China automotive markets . Segment gross margin decreased due to lower sales from COVID-19, the adverse impact of the disposal of Non-core Products in the second quarter of 2019 and COVID-19 related incremental operating costs for employee safety protocols . Segment operating income decreased 69.9% relative to 2019 due to the 2019 gain on disposal of Non-Core Products, lower sales primarily related to COVID-19 and impact from the disposal of Non-core Products that occurred in the second quarter of 2019 .
Our Electronics segment net sales decreased by 23.1% primarily as a result of COVID-19 including a decrease in sales volume in our European, North American and China commercial vehicle markets as well as European off-highway vehicle products. These decreases were partially offset by a favorable foreign currency translation. Segment gross margin decreased primarily due to lower sales as a result of the of COVID-19 pandemic and from the adverse leverage of fixed costs and COVID-19 related incremental operating costs for employee safety protocols . Operating income for the segment decreased compared to 2019 due to lower sales as a result of COVID-19 resulting in lower gross margin. Electronics SG&A cost reductions were offset by business realignment and restructuring expenses .
Our Stoneridge Brazil segment net sales decreased by 29.4% due to unfavorable foreign currency translation and the effects of COVID-19 causing lower volumes for our aftermarket, mass retail and OES channels mostly in the second quarter of 2020 . Segment gross margin was consistent with the prior year as lower sales levels were offset with favorable product mix of a greater percentage of monitoring service fees. Operating income decreased 42.4% compared to 2019 primarily from the 2019 recovery of Brazilian indirect taxes of $6.5 million, lower sales volumes and margin offset by a favorable fair value adjustment, net for earn-out consideration of $5.5 million recognized in 2020 .
In 2020, SG&A expenses were favorably impacted due to lower incentive compensation costs, professional service fees and travel related expenses. Additionally, a favorable fair value adjustment, net for earn-out consideration of $5.5 million at Stoneridge Brazil offset by the 2019 recovery of Brazilian indirect taxes of $6.5 million and higher 2020 business realignment and restructuring costs of $3.1 million .
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At December 31, 2020 and 2019, we had cash and cash equivalents of $73.9 million and $69.4 million, respectively. The 2020 increase in borrowings under the 2019 Credit Facility were to maintain a high level of liquidity to ensure adequate available capital across our global locations due to adverse economic conditions caused by COVID-19. At December 31, 2020 and 2019, we had $136.0 million and $126.0 million, respectively, in borrowings outstanding on the 2019 Credit Facility.
Outlook
While the Company believes that focusing on products that address industry megatrends will have a positive impact on both our top-line growth and underlying margins, beginning in the first quarter of 2020 and continuing through the fourth quarter, COVID-19 has caused worldwide adverse economic conditions and uncertainty in our served markets.
The North American automotive market is expected to increase from 13.0 million units in 2020 to 16.2 million units in 2021 as the market recovers from adverse economic conditions caused by COVID-19 in 2020. The Company expects sales volumes in our Control Devices segment to increase from 2020 based on the current 2021 production forecasts and ramp up of certain program launches, however, global supply chain shortages, such as the global semiconductor supply shortage, could potentially have an adverse impact on our sales volumes in the first half of 2021.
For 2021, we expect an increase in our Electronics’ segment sales in 2021 compared to 2020 primarily due to the increase in production volume forecasts in our European and North American commercial markets and new program launches in 2021, including the first two launches of our MirrorEye camera based vision system in OEM markets as well as the continued roll out of MirrorEye in the retrofit markets.
Our 2020 Stoneridge Brazil segment revenues declined compared to the prior year due to the adverse economic conditions caused by COVID-19 and lower volumes in our Brazilian served markets for our audio and alarm products. In January 2021, the International Monetary Fund (“IMF”) forecasted the Brazil gross domestic product to grow 3.6% in 2021 and 2.6% in 2022. We expect our served market channels to remain relatively flat based on current market conditions. Our financial performance in our Stoneridge Brazil segment is also subject to uncertainty from movements in the Brazilian Real and Argentina Peso foreign currencies.
Global transportation production has been impacted by supply chain disruptions, in the first quarter of 2021, primarily in our automotive passenger vehicle end-market. Based on the current market conditions, we expect production reductions to be limited in the first half of 2021 and expect most production to be to be made up in the second half of year due to current market demand. We do not expect a significant revenue impact in 2021, however, we do expect that increased material costs, due to material spot buys and increased expediting and premium freight costs, to have an adverse impact on gross margin, particularly in the first half of 2021.
Other Matters
A significant portion of our sales are outside of the United States. These sales are generated by our non-U.S. based operations, and therefore, movements in foreign currency exchange rates can have a significant effect on our results of operations, which are presented in U.S. dollars. A significant portion of our raw materials purchased by our Electronics and Stoneridge Brazil segments are denominated in U.S. dollars, and therefore movements in foreign currency exchange rates can also have a significant effect on our results of operations. The U.S. Dollar strengthened against the Brazilian real, Argentine peso and Mexican peso in 2020 and the Swedish krona, euro, Brazilian real and Argentine peso in 2019, unfavorably impacting our material costs and reported results. In 2020, the U.S. Dollar weakened against the Swedish krona and euro which favorably impacted our material costs and reported results.
On May 19, 2020, the Company committed to the strategic exit of its Control Devices particulate matter (“PM”) sensor product line (“PM Sensor Exit”). The decision to exit the PM sensor product line was made after the consideration of the decline in the market outlook for diesel passenger vehicles, the current and expected profitability of the product line and the Company’s strategic focus on aligning resources with the greatest opportunities. The estimated costs for the PM Sensor Exit include employee severance and termination costs, contract termination costs, professional fees and other related costs such as potential commercial and supplier settlements. Non-cash charges include impairment of fixed assets and accelerated depreciation associated with PM sensor production. We recognized $3.4 million of expense as a result of this initiative during the year ended December 31, 2020. The estimated range of additional cost of the plan to exit the PM sensor product line, that will impact the Control Devices segment, is approximately $2.8 million and $6.3 million and is related to employee severance and termination costs, contract terminations costs, other related costs such as commercial and supplier settlements and accelerated depreciation. The estimated range of additional cost increased since the third quarter of 2020 due to customer and supplier negotiations. The Company expects the exit from the PM sensor product line to be completed in the fourth quarter of 2021.
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In January 2019, we committed to a restructuring plan that resulted in the closure of our Canton, Massachusetts facility (“Canton Facility”) as of March 31, 2020 and the consolidation of manufacturing operations at that site into other Company locations (“Canton Restructuring”). The costs for the Canton Restructuring included employee severance and termination costs, contract termination costs, professional fees and other related costs such as moving and set-up costs for equipment and costs to restore the engineering function previously located at the Canton Facility. We recognized $3.0 million and $12.5 million of expense as a result of these actions during the years ended December 31, 2020 and 2019, respectively. During the third quarter of 2020, we leased the Canton facility to a third party and are evaluating the sale of the facility. We expect additional costs to be immaterial related to the Canton Restructuring.
In the fourth quarter of 2018, we undertook restructuring actions for our Electronics segment affecting our European Aftermarket business and China operations. In the second quarter of 2020, the Company finalized plans to move its European Aftermarket sales activities in Dundee, Scotland to a new location which resulted in incurring contract termination costs as well as employee severance and termination costs. In addition, the Company announced a restructuring program to transfer the European production of its Controls product line to China. For the years ended December 31, 2020 and 2019, we recognized expense of $2.4 million and $0.6 million, respectively, as a result of these actions for related costs and non-cash fixed asset charges for accelerated depreciation. The Company expects to incur approximately $0.2 million of additional restructuring costs related to employee severance and other related costs for these actions through the second quarter of 2021.
On April 1, 2019, the Company entered into an Asset Purchase Agreement by and among the Company, the Company’s wholly owned subsidiary, Stoneridge Control Devices, Inc. (“SCD”), and Standard Motor Products, Inc. (“SMP”). On the same day pursuant to the APA, in exchange for $40.0 million (subject to a post-closing inventory adjustment which was a payment to SMP of $1.6 million) and the assumption of certain liabilities, the Company and SCD sold to SMP product lines and assets related to certain non-core switches and connectors (the “Non-core Products”). On April 1, 2019, the Company and SMP also entered into certain ancillary agreements, including a transition services agreement, a contract manufacturing agreement and a supply agreement, pursuant to which the Company provided and was compensated for certain manufacturing, transitional, administrative and support services to SMP on a short-term basis. The products related to the Non-core Products were manufactured in Juarez, Mexico and Canton, Massachusetts, and included ball switches, ignition switches, rotary switches, courtesy lamps, toggle switches, headlamp switches and other related components. On April 1, 2019, the Company’s Control Devices segment recognized net sales and costs of goods sold of $4.2 million and $2.8 million, respectively, for the one-time sale of finished goods inventory and a gain on disposal of $33.9 million for the sale of fixed assets, intellectual property and customer lists associated with the Non-core Products less transaction costs. On June 17, 2020, the Company and SMP terminated the transition services agreement and the contract manufacturing agreement.
On October 26, 2018 the Company announced a Board of Directors approved share repurchase program authorizing Stoneridge to repurchase up to $50.0 million of our Common Shares. Thereafter, on May 7, 2019, we announced that the Company had entered into an accelerated share repurchase agreement with Citibank N.A. to repurchase an aggregate of $50.0 million of our Common Shares. Pursuant to the accelerated share repurchase agreement in the second quarter of 2019 we made an upfront payment of $50.0 million and received an initial delivery of 1,349,528 Common Shares which became treasury shares. On February 25, 2020, Citibank N.A. terminated early its commitment pursuant to the accelerated share repurchase agreement and delivered to the Company, 364,604 Common Shares representing the final settlement of the Company’s repurchase program which became treasury shares.
On February 24, 2020, the Board of Directors authorized a new repurchase program of $50.0 million for the repurchase of outstanding Common Shares over an 18 month period. The repurchases may be made from time to time in either open market transactions or in privately negotiated transactions. Repurchases may also be made under rule 10b-18, which permit Common Shares to be repurchased through pre-determined criteria. The timing, volume and nature of common share repurchases will be at the discretion of management, dependent on market conditions, other priorities of cash investment, applicable securities laws and other factors. This Common Share repurchase program authorization does not obligate the Company to acquire any particular amount of its Common Shares, and it may be suspended or discontinued at any time. For the quarter ended March 31, 2020, under the new 2020 repurchase program, the Company repurchased 242,634 Common Shares for $5.0 million, which became treasury shares, in accordance with this repurchase program authorization. In April 2020, the Company announced that it was temporarily suspending the previously announced share repurchase program in response to uncertainty surrounding the duration and magnitude of the impact of COVID-19.
In March 2017, the Supreme Court of Brazil issued a decision concluding that a certain state value added tax should not be included in the calculation of federal gross receipts taxes. The decision reduced Stoneridge Brazil’s gross receipts tax prospectively and, potentially, retrospectively. In April 2019, the Company received judicial notification that the Superior Judicial Court of Brazil rendered a favorable decision on Stoneridge Brazil’s case granting the Company the right to recover, through offset of federal tax liabilities, amounts collected by the government from June 2010 to February 2017.
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Based on the Company’s determination that these tax credits will be used prior to expiration, we recorded a pre-tax benefit of $6.5 million as a reduction to SG&A expense which is inclusive of related interest income of $2.4 million, net of applicable professional fees of $1.0 million in the second quarter of 2019. The Company received administrative approval in January 2020 and is now offsetting eligible federal taxes with these tax credits. The Brazilian tax authorities have sought clarification before the Supreme Court of Brazil (in a leading case involving another taxpayer) of certain matters that could affect the rights of Brazilian taxpayers regarding these credits. The timing for a decision is uncertain due to the COVID-19 pandemic. If the Brazilian tax authorities challenge our rights to these credits, we may become subject to new litigation that could impact the amount ultimately realized by Stoneridge Brazil.
We regularly evaluate the performance of our businesses and their cost structures, including personnel, and make necessary changes thereto in order to optimize our results. We also evaluate the required skill sets of our personnel and periodically make strategic changes. As a consequence of these actions, we incur severance related costs which we refer to as business realignment charges. On May 4, 2020, the Company began business realignment actions that resulted in the reduction of our global salaried workforce by approximately 5.0%. These actions were made to better align our resources and cost structure with our current business opportunities and market outlook as well as respond to COVID-19. One-time separation costs of $4.0 million associated with these and other realignment actions were incurred during the year ended December 31, 2020.
Because of the competitive nature of the markets we serve, we face pricing pressures from our customers in the ordinary course of business. In response to these pricing pressures we have been able to effectively manage our production costs by the combination of lowering certain costs and limiting the increase of others, the net impact of which to date has not been material. However, if we are unable to effectively manage production costs in the future to mitigate future pricing pressures, our results of operations would be adversely affected.
Year Ended December 31, 2020 Compared To Year Ended December 31, 2019
Consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):
Dollar
increase /
Year ended December 31,
2020
2019
(decrease)
Net sales
$
648,006
100.0
%
$
834,289
100.0
%
$
(186,283)
Costs and expenses:
Cost of goods sold
493,810
76.2
620,556
74.4
(126,746)
Selling, general and administrative
112,474
17.4
123,853
14.8
(11,379)
Gain on disposal of non-core products, net
-
-
(33,599)
(4.0)
33,599
Design and development
49,386
7.6
52,198
6.3
(2,812)
Operating (loss) income
(7,664)
(1.2)
71,281
8.5
(78,945)
Interest expense, net
6,124
0.9
4,324
0.5
1,800
Equity in earnings of investee
(1,536)
(0.2)
(1,578)
(0.2)
(42)
Other (income) expense, net
(1,528)
(0.2)
142
-
1,670
(Loss) income before income taxes
(10,724)
(1.7)
68,393
8.2
(79,117)
(Benefit) provision for income taxes
(2,774)
(0.4)
8,102
1.0
(10,876)
Net (loss) income
$
(7,950)
(1.3)
%
$
60,291
7.2
%
$
(68,241)
Net Sales. Net sales for our reportable segments, excluding inter-segment sales are summarized in the following table (in thousands):
Dollar
Percent
Year ended December 31,
2020
2019
decrease
decrease
Control Devices
$
342,576
52.9
%
$
431,560
51.7
%
$
(88,984)
(20.6)
%
Electronics
257,767
39.7
335,195
40.2
(77,428)
(23.1)
%
Stoneridge Brazil
47,663
7.4
67,534
8.1
(19,871)
(29.4)
%
Total net sales
$
648,006
100.0
%
$
834,289
100.0
%
$
(186,283)
(22.3)
%
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Our Control Devices segment net sales decreased primarily as a result of COVID-19 and 2019 sales of $41.6 million under the contract manufacturing agreement pursuant to the 2019 disposal of the Non-core Products. Including the impact of COVID-19, Control Devices experienced decreased sales volume in our North American automotive, North American commercial vehicle, agricultural and other markets of $61.5 million, $17.4 million, $9.6 million and $14.5 million, respectively. These decreases were offset by increased sales volume in our European and China automotive markets of $7.2 million and $6.6 million, respectively.
Our Electronics segment net sales decreased primarily as a result of COVID-19 including a decrease in sales volume in our European, North American and China commercial vehicle markets of $47.2 million, $23.4 million and $1.0 million, respectively. In addition, the Electronics segment net sales decreased due to a decrease in sales volume in our European off-highway vehicle products of $17.1 million. These decreases were offset by a favorable foreign currency translation of $11.4 million.
Our Stoneridge Brazil segment net sales decreased due to unfavorable foreign currency translation of $19.5 million and the effects of COVID-19 causing lower volumes for our aftermarket, mass retail and OES channels mostly in the second quarter of 2020.
Net sales by geographic location are summarized in the following table (in thousands):
Dollar
Percent
Year ended December 31,
2020
2019
decrease
decrease
North America
$
330,528
51.0
%
$
457,633
54.8
%
$
(127,105)
(27.8)
%
South America
47,663
7.4
67,534
8.1
(19,871)
(29.4)
%
Europe and Other
269,815
41.6
309,122
37.1
(39,307)
(12.7)
%
Total net sales
$
648,006
100.0
%
$
834,289
100.0
%
$
(186,283)
(22.3)
%
The decrease in North American net sales was primarily attributable to the impact of COVID-19 and 2019 sales of Non-core Products under the contract manufacturing agreement of $41.6 million. Including the impact of COVID-19, sales volume has decreased in our North American automotive, commercial vehicle, agricultural and other markets by $60.8 million, $40.8 million, $9.6 million and $14.5 million, respectively. The decrease in net sales in South America was primarily due to unfavorable foreign currency translation of $19.5 million and lower volumes for our aftermarket, mass retail and OES channels mostly in the second quarter of 2020 primarily due to COVID-19. The decrease in net sales in Europe and Other was primarily due to a decrease in our European commercial vehicle and off-highway markets of $47.2 million and $17.1 million, respectively, primarily impacted by COVID-19. Europe and Other sales were favorably impacted due to increased sales volume in our European automotive and China automotive of $6.7 million and $6.6 million, respectively, as well as favorable foreign currency translation of $11.6 million.
Cost of Goods Sold and Gross Margin. Cost of goods sold decreased compared to 2019 and our gross margin decreased to 23.8% in 2020 compared to 25.6% in 2019. Our material cost as a percentage of net sales decreased by 0.3% to 52.8% in 2020 compared to 53.1% in 2019. Overhead as a percentage of net sales increased by 2.1% to 18.0% for 2020 compared to 15.9% for 2019 primarily due to adverse fixed cost leverage on lower sales levels including COVID-19 related incremental operating costs.
Our Control Devices segment gross margin decreased due to lower sales from COVID-19, the impact of the disposal of Non-core Products in the second quarter of 2019, as well as adverse fixed cost leverage on lower sales levels including our Canton facility which ceased production in accordance with our Canton restructuring plan in December 2019 and COVID-19 related incremental operating costs for employee safety protocols.
Our Electronics segment gross margin decreased primarily due to lower sales as a result of the of COVID-19 pandemic and higher overhead costs from the adverse leverage of fixed costs and COVID-19 related incremental operating costs for employee safety protocols.
Our Stoneridge Brazil segment gross margin decreased due to lower sales volumes partially offset by lower material costs due to favorable product mix from a greater percentage of monitoring service fees.
Selling, General and Administrative (“SG&A”). SG&A expenses decreased by $11.4 million compared to 2019 due to a favorable fair value adjustment, net for earn-out consideration of $5.5 million at Stoneridge Brazil, lower incentive compensation costs, professional service fees and travel related expenses offset by the 2019 recovery of Brazilian indirect taxes of $6.5 million and higher 2020 business realignment and restructuring costs of $3.1 million.
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Gain on Disposal of Non-core Products, net. The gain on disposal in 2019 relates to the disposal of Control Devices’ Non-core Products.
Design and Development (“D&D”). D&D costs decreased by $2.8 million mostly due to lower restructuring and business realignment expenses at Control Devices of $2.3 million and lower spending at Control Devices due to the pace of the restoration of the engineering function previously located at the Canton facility.
Operating (Loss) Income. Operating (loss) income is summarized in the following table by reportable segment (in thousands):
Dollar
Percent
increase /
increase /
Year ended December 31,
2020
2019
(decrease)
(decrease)
Control Devices
$
22,072
$
73,327
$
(51,255)
(69.9)
%
Electronics
(3,672)
25,006
(28,678)
NM
Stoneridge Brazil
3,766
6,539
(2,773)
(42.4)
%
Unallocated corporate
(29,830)
(33,591)
3,761
11.2
%
Operating (loss) income
$
(7,664)
$
71,281
$
(78,945)
NM
Our Control Devices segment operating income decreased due to the 2019 gain on disposal of Non-core Products, lower sales primarily related to COVID-19 as well as lower sales from the disposal of Non-core Products from the second quarter of 2019. Adverse leverage of fixed costs from lower sales volumes and COVID-19 related incremental operating costs offset by lower restructuring costs also affected operating income.
Our Electronics segment operating income decreased primarily due to lower sales as a result of COVID-19 resulting in lower gross margin. Electronics SG&A cost reductions were offset by business realignment and restructuring expenses.
Our Stoneridge Brazil segment operating income decreased primarily from the 2019 recovery of Brazilian indirect taxes of $6.5 million, lower sales volumes and margin offset by a favorable fair value adjustment, net for earn-out consideration of $5.5 million recognized in 2020.
Our unallocated corporate operating loss decreased primarily from lower incentive compensation, professional fees and travel related expenses.
Operating (loss) income by geographic location is summarized in the following table (in thousands):
Dollar
Percent
Year ended December 31,
2020
2019
decrease
decrease
North America
$
(22,179)
$
32,694
$
(54,873)
NM
South America
3,766
6,539
(2,773)
(42.4)
%
Europe and Other
10,749
32,048
(21,299)
(66.5)
%
Operating (loss) income
$
(7,664)
$
71,281
$
(78,945)
NM
Our North American operating results decreased due to lower sales in our automotive, commercial vehicle, agriculture and off-highway markets, adverse leverage of fixed costs and COVID-19 related incremental operating costs for employee safety protocols. The decrease in operating income in South America was primarily due to the 2019 recovery of indirect Brazilian taxes and lower sales volumes offset by the favorable fair value adjustment, net for earn-out consideration. Our operating results in Europe and Other decreased primarily due to lower sales in our commercial vehicle and off-highway markets, adverse leverage of fixed costs and COIVD-19 related incremental operating costs for employee safety protocols.
Interest Expense, net. Interest expense, net increased by $1.8 million compared to 2019 due to an increase in outstanding debt balances.
Equity in Earnings of Investee. Equity earnings for MSIL were $1.5 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively. The decrease in MSIL earnings was due to lower sales volume from the COVID-19 pandemic.
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Other (Income) Expense, net . We record certain foreign currency transaction and forward currency hedge contract (gains) losses as a component of other income, net on the consolidated statement of operations. Other income, net increased by $1.7 million to $1.5 million in 2020 compared to other expense, net of $0.1 million in 2019 primarily due to higher foreign currency transaction gains in our Electronics, Control Devices and Stoneridge Brazil segments.
(Benefit) Provision for Income Taxes. In 2020, income tax benefit of $(2.8) million was attributable to the mix of earnings and losses among tax jurisdictions as well as tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions. The effective tax rate of 25.9% is slightly greater than the statutory tax rate primarily due to non-deductible expenses and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions offset by the impact of certain incentives.
In 2019, income tax expense of $8.1 million was attributable to the mix of earnings amount jurisdictions and the sale of Non-core-Products on April 1, 2019. The effective tax rate of 11.8% is lower than the statutory tax rate primarily due to certain tax incentives offset by non-deductible expenses and tax losses for which no benefit is recognized due to valuation allowances in certain jurisdictions.
Year Ended December 31, 2019 Compared To Year Ended December 31, 2018
Consolidated statements of operations as a percentage of net sales are presented in the following table (in thousands):
Dollar
increase /
Year ended December 31,
2019
2018
(decrease)
Net sales
$
834,289
100.0
%
$
866,199
100.0
%
$
(31,910)
Costs and expenses:
Cost of goods sold
620,556
74.4
609,568
70.4
10,988
Selling, general and administrative
123,853
14.8
138,553
16.0
(14,700)
Gain on disposal of Non-core Products, net
(33,599)
(4.0)
-
-
(33,599)
Design and development
52,198
6.3
51,074
5.9
1,124
Operating income
71,281
8.5
67,004
7.7
4,277
Interest expense, net
4,324
0.5
4,720
0.5
(396)
Equity in earnings of investee
(1,578)
(0.2)
(2,038)
(0.2)
460
Other expense (income), net
142
-
(736)
(0.1)
878
Income before income taxes
68,393
8.2
65,058
7.5
3,335
Provision for income taxes
8,102
1.0
11,210
1.3
(3,108)
Net income
$
60,291
7.2
%
$
53,848
6.2
%
$
6,443
Net Sales. Net sales for our reportable segments, excluding inter-segment sales are summarized in the following table (in thousands):
Dollar
Percent
Year ended December 31,
2019
2018
decrease
decrease
Control Devices
$
431,560
51.7
%
$
441,297
50.9
%
$
(9,737)
(2.2)
%
Electronics
335,195
40.2
344,727
39.8
(9,532)
(2.8)
%
Stoneridge Brazil
67,534
8.1
80,175
9.3
(12,641)
(15.8)
%
Total net sales
$
834,289
100.0
%
$
866,199
100.0
%
$
(31,910)
(3.7)
%
Our Control Devices segment net sales decreased primarily as a result of decreased sales volume in the North American automotive market of $28.0 million due to certain program volume reductions related to the legacy shift-by-wire programs, the disposal of Non-core Products and the impact of a fourth quarter labor strike at a major customer. In addition, Control Devices experienced decreased sales volume in our North American commercial vehicle and agriculture markets of $3.0 million and $1.7 million, respectively. These decreases were partially offset by sales volume increases in our China automotive, European automotive and European commercial vehicle markets of $15.3 million, $4.5 million and $3.2 million, respectively, as well as the one-time sale of Non-core Product inventory of $4.2 million.
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Our Electronics segment net sales decreased primarily due to a decrease in sales volume in our European commercial vehicle market of $14.8 million and unfavorable foreign currency translation of $7.4 million. This decrease was offset by an increase in sales volume in our North American and China commercial vehicle markets of $7.1 million and $1.7 million, respectively and increased sales of European and North American off-highway vehicle products of $3.6 million and $1.2 million, respectively.
Our Stoneridge Brazil segment net sales decreased due to lower volumes for our Argentina aftermarket channel, audio and alarm products, tracking devices and monitoring service revenues. This decrease was offset by higher volumes for our OEM and factory authorized dealer installer products.
Net sales by geographic location are summarized in the following table (in thousands):
Dollar
Percent
increase /
increase /
Year ended December 31,
2019
2018
(decrease)
(decrease)
North America
$
457,633
54.8
%
$
480,869
55.5
%
$
(23,236)
(4.8)
%
South America
67,534
8.1
80,175
9.3
(12,641)
(15.8)
%
Europe and Other
309,122
37.1
305,155
35.1
3,967
1.3
%
Total net sales
$
834,289
100.0
%
$
866,199
100.0
%
$
(31,910)
(3.7)
%
The decrease in North American net sales was primarily attributable to a decrease in sales volume in our North American automotive market of $28.0 million resulting from certain program volume reductions related to the legacy shift-by-wire programs, the disposal of Non-core Products and the impact of the labor strike at a major customer that occurred in the second half of 2019. In addition, we experienced decreased sales volume in our agriculture market of $1.8 million. These decreases were partially offset by increased sales volume in our North American commercial vehicle and off-highway markets of $3.3 million and $1.2 million, respectively as well as the one-time sale of Non-core Product inventory of $4.2 million. The decrease in net sales in South America was primarily due to lower volumes for our Argentina aftermarket channel, audio and alarm products, tracking devices and monitoring service revenues. This decrease was offset by higher volumes for our OEM and factory authorized dealer installer products. The increase in net sales in Europe and Other was primarily due to an increase in sales volume in our China automotive, European automotive, European off-highway and China commercial vehicle markets of $15.3 million, $4.2 million, $3.6 million and $1.7 million, respectively. This increase was offset by a decrease in sales volume of our European commercial vehicle market of $11.6 million. In addition, Europe and Other sales were unfavorably impacted by foreign currency translation of $8.0 million.
Cost of Goods Sold and Gross Margin. Cost of goods sold increased compared to 2018 and our gross margin decreased to 25.6% in 2019 compared to 29.6% in 2018. Our material cost as a percentage of net sales increased by 1.6% to 53.1% in 2019 compared to 51.5% in 2018. Direct material costs in our Control Devices segment were negatively impacted by adverse product mix primarily from the impact of Non-core Product sales pursuant to the contract manufacturing agreement at an average margin of 5.5% and higher tariffs while our Electronics and Stoneridge Brazil segments were negatively impacted by adverse product mix and higher costs for electronic components. Overhead as a percentage of net sales increased by 2.0% to 15.9% in 2019 compared to 13.9% in 2018 primarily due to the Canton Restructuring costs of $7.6 million in our Control Devices segment.
Our Control Devices segment gross margin decreased due to lower sales and higher direct material costs as a percentage of sales, adversely affected by tariffs, Canton Restructuring costs of $7.6 million and the unfavorable impact of Non-Core Product sales pursuant to the contract manufacturing agreement at an average margin of 5.5%.
Our Electronics segment gross margin decreased primarily due to lower sales, unfavorable product mix and higher costs for electronic components.
Our Stoneridge Brazil segment gross margin decreased due to a reduction in sales volume and adverse sales mix.
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Selling, General and Administrative (“SG&A”). SG&A expenses decreased by $14.7 million compared to 2018 primarily due to a decrease in Stoneridge Brazil SG&A costs from the recovery of Brazilian indirect taxes of $6.5 million and lower selling costs. Electronics SG&A expense decreased due to lower restructuring expenses of $2.1 million, a reduction in expense related to the fair value adjustment for the Orlaco earn-out consideration of $0.4 million and lower wages. Control Devices SG&A costs decreased due to transitional service cost reimbursement associated with the disposal of its Non-core Products and lower wages offset by Canton Restructuring costs of $1.5 million and higher business realignment costs of $0.6 million. Unallocated corporate SG&A costs increased primarily due to higher business realignment costs of $1.0 million, accelerated share-based compensation expense of $0.7 million associated with a retirement and higher wages offset by lower incentive compensation.
Gain on Disposal of Non-core Products, net. The gain on disposal in 2019 relates to the disposal of Control Devices’ Non-core Products.
Design and Development (“D&D”). D&D costs increased by $1.1 million compared to the prior year due to higher D&D costs in our Control Devices segment due to Canton Restructuring costs of $3.4 million and in our unallocated corporate segment for the establishment of the chief technology office. This increase was offset by lower D&D costs in our Electronics and Control Devices segments from the capitalization of software development costs of $2.2 million and $1.4 million, respectively.
Operating Income. Operating income (loss) is summarized in the following table by reportable segment (in thousands):
Dollar
Percent
increase /
increase /
Year ended December 31,
2019
2018
(decrease)
(decrease)
Control Devices
$
73,326
$
64,191
$
9,135
14.2
%
Electronics
25,007
28,236
(3,229)
(11.4)
%
Stoneridge Brazil
6,539
4,989
1,550
31.1
%
Unallocated corporate
(33,591)
(30,412)
(3,179)
(10.5)
%
Operating income
$
71,281
$
67,004
$
4,277
6.4
%
Our Control Devices segment operating income increased primarily due to the gain on disposal of Non-core Products and the favorable impact to D&D from the capitalization of software development costs offset by Canton Restructuring of $12.5 million and lower sales and margin including the adverse impact of tariffs,
Our Electronics segment operating income decreased primarily due to lower sales, unfavorable mix and higher costs for electronic components partially offset by a decrease in SG&A expense from lower restructuring costs and lower wages, and from lower D&D costs due to capitalization of software development costs.
Our Stoneridge Brazil segment operating income increased primarily due to the recovery of Brazilian indirect taxes, lower selling costs offsetting the impact of lower sales and gross margin.
Our unallocated corporate operating loss increased primarily due to higher SG&A costs from increase in business realignment costs of $1.0 million, accelerated share-based compensation expense associated with a retirement of eligible employees of $0.7 million, higher wages offset by lower incentive compensation. In addition, D&D expenses increased for the establishment of the chief technology office.
Operating income by geographic location is summarized in the following table (in thousands):
Dollar
Percent
increase /
increase /
Year ended December 31,
2019
2018
(decrease)
(decrease)
North America
$
32,694
$
33,219
$
(525)
(1.6)
%
South America
6,539
4,989
1,550
31.1
%
Europe and Other
32,048
28,796
3,252
11.3
%
Operating income
$
71,281
$
67,004
$
4,277
6.4
%
Our North American operating results decreased primarily due lower sales in our automotive market, Canton Restructuring costs as well as higher SG&A and D&D costs offset by the gain on disposal of Non-core Products and higher sales volume in the North American commercial vehicle and off-highway markets. The increase in operating income in South America was primarily due to lower SG&A from the recovery of Brazilian indirect taxes and lower selling costs and lower overhead costs offsetting lower sales. Our operating results in Europe and Other increased slightly primarily due to lower SG&A and D&D costs offset by lower gross margin from adverse product mix.
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Interest Expense, net. Interest expense, net decreased by $0.4 million compared to the prior year primarily due to lower interest expense at our Stoneridge Brazil segment from lower outstanding debt offset by the write-off of deferred financing fees as a result of refinancing the 2019 Credit Facility.
Equity in Earnings of Investee. Equity earnings for MSIL were $1.6 million and $2.0 million for the years ended December 31, 2019 and 2018, respectively. The decrease compared to the prior period is primarily due to lower gross margin from lower sales volumes in served markets as well as unfavorable changes in foreign currency exchange rates.
Other Expense (Income), net . We record certain foreign currency transaction and forward currency hedge contract (gains) losses as a component of other expense (income), net on the consolidated statement of operations. Other expense (income), net decreased by $0.8 million to other expense (income), net of $0.1 million in 2019 compared to other expense (income), net of ($0.7) million in 2018 primarily due to lower foreign currency transaction gains in our Electronics segment.
Provision for Income Taxes. We recognized income tax expense of $8.1 million and $11.2 million for federal, state and foreign income taxes for 2019 and 2018, respectively. The decrease in tax expense for the year ended December 31, 2019 compared to the same period for 2018 was primarily due to the impact of certain tax incentives, which did not impact 2018. The effective tax rate decreased to 11.8% in 2019 from 17.2% in 2018 primarily due to the impact of certain tax incentives, which did not impact 2018.
Liquidity and Capital Resources
Summary of Cash Flows for the years ended December 31, 2020 and 2019 (in thousands):
Dollar
increase /
Years ended December 31,
2020
2019
(decrease)
Net cash provided by (used for):
Operating activities
$
28,641
$
24,505
$
4,136
Investing activities
(33,885)
(6,299)
(27,586)
Financing activities
6,513
(28,258)
34,771
Effect of exchange rate changes on cash and cash equivalents
3,247
(1,637)
4,884
Net change in cash and cash equivalents
$
4,516
$
(11,689)
$
16,205
Cash provided by operating activities increased compared to 2019 primarily due to a reduction in cash used to fund working capital levels and the 2019 payment of Orlaco earn-out consideration of $5.1 million offset by lower net income and the payment of dividends to former noncontrolling interest holders of Stoneridge Brazil of $6.0 million. Our receivable terms and collections rates have remained consistent between periods presented.
Net cash used for investing activities increased compared to 2019 due to proceeds from the 2019 sale of Control Devices Non-core Products offset by lower capital expenditures.
Net cash provided by (used for) financing activities increased compared to the prior year primarily due to lower Common Share repurchases of $45.0 million offset by higher Credit Facility borrowings, net of $20.0 million and the 2019 cash payment for Orlaco earn-out consideration.
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Table of Contents
Summary of Cash Flows for the years ended December 31, 2019 and 2018 (in thousands):
Years ended December 31,
2019
2018
Dollar
Increase /
(decrease)
Net cash provided by (used for):
Operating activities
$
24,505
$
80,772
$
(56,267)
Investing activities
(6,299)
(27,950)
21,651
Financing activities
(28,258)
(33,870)
5,612
Effect of exchange rate changes on cash and cash equivalents
(1,637)
(3,863)
2,226
Net change in cash and cash equivalents
$
(11,689)
$
15,089
$
(26,778)
Cash provided by operating activities decreased compared to 2018 primarily due to the lower net income excluding the gain on disposal related to Control Devices’ Non-core Products and a higher use of cash to fund working capital levels. This decrease includes a portion of the cash payment of the Orlaco earn-out consideration obligation of $5.0 million paid during 2019. The higher working capital levels mostly relate to higher inventory levels from bank builds attributable to the Canton Restructuring activities and the disposal of Non-core Products as well as the delay of a product launch in our Electronics segment. Our receivable terms have remained consistent between 2019 and 2018 however we have experienced a timing related decline in 2019 year-end collection rates.
Net cash provided by investing activities increased compared to 2018 due to the cash proceeds received from the disposal of Control Devices’ Non-core Products offset by higher capital expenditures, 2019 capitalized software development costs, 2019 investments in the Autotech Fund II and insurance proceeds received in 2018.
Net cash used for financing activities increased compared to the prior year primarily due to the repurchase of Common Shares during the second quarter of 2019 and the cash payment of Orlaco earn-out consideration offset by higher net Credit Facility borrowings.
Summary of Future Cash Flows
The following table summarizes our future cash outflows resulting from financial contracts and commitments, as of December 31, 2020 (in thousands):
Less than
After
Total
1 year
2-3 years
4-5 years
5 years
Credit Facility
$
136,000
$
-
$
-
$
136,000
$
-
Debt
7,673
7,673
-
-
-
Interest payments (A)
13,516
4,097
7,752
1,667
-
Operating leases
23,721
4,873
7,489
5,652
5,707
Total contractual obligations (B)
$
180,910
$
16,643
$
15,241
$
143,319
$
5,707
(A) Includes estimated payments under the Company’s 2019 Credit Facility and other debt obligations using the most current interest rate and principal balance information available at December 31, 2020, extended through the end of the term.
(B) In December 2018, the Company entered into an agreement to make a $10.0 million investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology. The Company’s $10.0 million investment in the Autotech Fund II will be contributed over the expected ten year life of the fund. The Company has contributed $3.6 million to the Autotech Fund II since December 2018.
Management will continue to focus on efficiently managing its weighted-average cost of capital and believes that cash flows from operations and the availability of funds from our 2019 Credit Facility provides sufficient liquidity to meet our future growth and operating needs.
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Table of Contents
As outlined in Note 5 to our consolidated financial statements, the 2019 Credit Facility increased our borrowing capacity by $100.0 million and permits borrowing up to a maximum level of $400.0 million. This variable rate facility provides the flexibility to refinance other outstanding debt or finance acquisitions through June 2024. The 2019 Credit Facility contains certain financial covenants that require the Company to maintain less than a maximum leverage ratio and more than a minimum interest coverage ratio. The 2019 Credit Facility also contains affirmative and negative covenants and events of default that are customary for credit arrangements of this type including covenants which place restrictions and/or limitations on the Company’s ability to borrow money, make capital expenditures and pay dividends. The 2019 Credit Facility had an outstanding balance of $136.0 million at December 31, 2020.
Due to the expected impact of the COVID-19 pandemic on the Company’s end-markets and the resulting expected financial impacts on the Company, on June 26, 2020, the Company entered into a Waiver and Amendment No. 1 to the Fourth Amended and Restated Credit Agreement (“Amendment No. 1”). Amendment No. 1 provides for certain covenant relief and restrictions during the “Covenant Relief Period” (the period ending on the date that the Company delivers a compliance certificate for the quarter ending June 30, 2021). During the Covenant Relief Period:
● the maximum net leverage ratio is suspended;
● the calculation of the minimum interest coverage ratio will exclude second quarter 2020 financial results effective for the quarters ended September 30, 2020 through March 31, 2021;
● the minimum interest coverage ratio of 3.50 is reduced to 2.75 and 3.25 for the quarters ended December 31, 2020 and March 31, 2021, respectively;
● the Company’s liquidity may not be less than $150,000;
● the Company’s aggregate amount of cash and cash equivalents cannot exceed $130,000;
● there are certain restrictions on Restricted Payments (as defined); and
● a Permitted Acquisition (as defined) may be not consummated unless otherwise approved in writing by the required lenders.
Amendment No. 1 increases the leverage based LIBOR pricing grid through the maturity date and also provides for a LIBOR floor of 50 basis points on outstanding borrowings excluding any Specified Hedge Borrowings (as defined) which remain subject to a LIBOR floor of 0 basis points.
The Company was in compliance with all covenants at December 31, 2020. The Company has not experienced a violation which would limit the Company’s ability to borrow under the 2019 Credit Facility, as amended and does not expect that the covenants under it will restrict the Company’s financing flexibility. However, it is possible that future borrowing flexibility under the 2019 Credit Facility may be limited as a result of lower than expected financial performance due to the adverse impact of COVID-19 on the Company’s markets and general global demand. The Company expects to make additional repayments on the Credit Facility when cash exceeds the amount needed for operations.
Stoneridge Brazil maintains short-term loans used for working capital purposes. At December 31, 2020, there was $1.6 million of Stoneridge Brazil debt outstanding. Principal repayments of $1.6 million on Stoneridge Brazil debt at December 31, 2020 are due in 2021.
In December 2019, Stoneridge Brazil established an overdraft credit line which allowed overdrafts on Stoneridge Brazil’s bank account up to a maximum level of Brazilian real 5.0 million, or $1.2 million, at December 31, 2019. There was no balance outstanding on the overdraft credit line as of December 31, 2019, and the overdraft credit line was terminated during the year ended December 31, 2020.
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 daily maximum level of 20.0 million Swedish krona, or $2.4 million and $2.1 million, at December 31, 2020 and December 31, 2019, respectively. At December 31, 2020, there was 13.1 million Swedish krona, or $1.6 million outstanding on this overdraft credit line. At December 31, 2019, there was no balance outstanding on this overdraft credit line. During the year ended December 31, 2020, the subsidiary borrowed 312.9 million Swedish krona, or $38.1 million, and repaid 299.8 million Swedish krona, or $36.5 million.
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The Company’s wholly-owned subsidiary located in Suzhou, China, has two credit lines which allow up to a maximum borrowing level of 50.0 million Chinese yuan, or $7.7 million at December 31, 2020 and 40.0 million Chinese yuan, or $5.7 million at December 31, 2019. At December 31, 2020 and December 31, 2019 there was $4.5 million and $2.2 million, respectively, in borrowings outstanding recorded within current portion of debt. In addition, the Suzhou subsidiary has a bank acceptance draft line of credit which allows up to a maximum borrowing level of 15.0 million Chinese yuan, or $2.3 million and $2.2 million at December 31, 2020 and December 31, 2019, respectively. At December 31, 2020 there was $0.4 million utilized on the Suzhou bank acceptance draft line and at December 31, 2019 there was approximately $0.2 million utilized on the Suzhou bank acceptance draft line of credit.
On May 19, 2020, the Company committed to the strategic exit of its Control Devices particulate matter (“PM”) sensor product line (“PM Sensor Exit”). The estimated costs for the PM Sensor Exit include employee severance and termination costs, contract termination costs, professional fees and other related costs such as potential commercial and supplier settlements. Non-cash charges include impairment of fixed assets and accelerated depreciation associated with PM sensor production. We recognized $3.4 million of expense as a result of this initiative during 2020. The estimated range of additional cost of the plan to exit the PM sensor product line, that will impact the Control Devices segment, is approximately $2.8 million to $6.3 million and is related to employee severance and termination costs, contract terminations costs, other related costs such as potential commercial and supplier settlements and accelerated depreciation. The Company expects the exit from the PM sensor product line to be completed in the third quarter of 2021.
In January 2019, the Company committed to a restructuring plan that resulted in the closure of its Canton Facility as of March 31, 2020 and the consolidation of manufacturing operations at that site into other Company locations (“Canton Restructuring”). The estimated costs for the Canton Restructuring included employee severance and termination costs, contract termination costs, professional fees and other related costs such as moving and set-up costs for equipment and costs to restore the engineering function previously located at the Canton Facility. We recognized $3.0 million and $12.5 million of expense as a result of these actions during the years ended December 31, 2020 and 2019, respectively. During the third quarter of 2020, we leased the Canton facility to a third party and are evaluating the sale of the facility. We expect additional costs to be immaterial related to the Canton Restructuring.
In the fourth quarter of 2018, the Company undertook restructuring actions for the Electronics segment affecting the European Aftermarket business and China operations. In the second quarter of 2020, the Company finalized plans to move its European Aftermarket sales activities in Dundee, Scotland to a new location which resulted in incurring contract termination costs as well as employee severance and termination costs. In addition, the Company announced a restructuring program to transfer the European production of its Controls product line to China. For the years ended December 31, 2020 and 2019, we recognized expense of $2.4 million and $0.6 million, respectively, as a result of these actions for related costs and non-cash fixed asset charges for accelerated depreciation fixed assets. The Company expects to incur approximately $0.2 million of additional restructuring costs related to employee severance and other related costs for these actions through the second quarter of 2021.
On October 26, 2018 the Company announced a Board of Directors approved repurchase program authorizing Stoneridge to repurchase up to $50.0 million of our Common Shares. Thereafter, on May 7, 2019, we announced that the Company had entered into an accelerated share repurchase agreement with Citibank N.A. to repurchase an aggregate of $50.0 million of our Common Shares. Pursuant to the accelerated share repurchase agreement in the second quarter of 2019 we made an upfront payment of $50.0 million and received an initial delivery of 1,349,528 Common Shares which became treasury shares. On February 25, 2020, Citibank N.A. terminated early its commitment pursuant to the accelerated share repurchase agreement and delivered to the Company, 364,604 Common Shares representing the final settlement of the Company’s repurchase program which became treasury shares.
On February 24, 2020, the Board of Directors authorized a new repurchase program for $50.0 million of outstanding Common Shares over an 18 month period. The repurchases may be made from time to time in either open market transactions or in privately negotiated transactions. Repurchases may also be made under rule 10b-18, which permit Common Shares to be repurchased through pre-determined criteria. The timing, volume and nature of repurchases of Common Shares will be at the discretion of management, dependent on market conditions, other priorities of cash investment, applicable securities laws and other factors. This Common Share repurchase program authorization does not obligate the Company to acquire any particular amount of its Common Shares, and it may be suspended or discontinued at any time. For the quarter ended March 31, 2020, the Company repurchased 242,634 Common Shares for $5.0 million in accordance with this repurchase program authorization. In April 2020, the Company announced that was temporarily suspending the previously announced share repurchase program in response to uncertainty surrounding the duration and magnitude of the impact of COVID-19.
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In January 2020, Stoneridge Brazil paid dividends to former noncontrolling interest holders of Brazilian real (“R$”) 24.2 million ($6.0 million) as of December 31, 2019. The dividends payable balance included R$3.7 million ($1.0 million) in monetary correction for the year ended December 31, 2019 based on the Brazilian National Extended Consumer Price inflation index. The dividend payable related to Stoneridge Brazil was recorded within other current liabilities on the consolidated balance sheet as of December 31, 2019.
In December 2018, the Company entered into an agreement to make a $10.0 million investment in a fund (“Autotech Fund II”) managed by Autotech Ventures (“Autotech”), a venture capital firm focused on ground transportation technology. The Company’s $10.0 million investment in the Autotech Fund II will be contributed over the expected ten-year life of the fund. As of December 31, 2020, the Company’s cumulative investment in the Autotech Fund II was $3.6 million. The Company contributed $1.6 million to the Autotech Fund II during both years ended December 31, 2020 and 2019, respectively.
Our future results could also be adversely affected by unfavorable changes in foreign currency exchange rates. We have significant foreign denominated transaction exposure in certain locations, especially in Brazil, Argentina, Mexico, Sweden, Estonia, the Netherlands, United Kingdom and China. We have entered into foreign currency forward contracts to reduce our exposure related to certain foreign currency fluctuations. See Note 5 to the consolidated financial statements for additional details. Our future results could also be unfavorably affected by increased commodity prices as commodity fluctuations impact the cost of our raw material purchases.
At December 31, 2020, we had a cash and cash equivalents balance of approximately $73.9 million, of which 88.4% was held in foreign locations. The Company has approximately $262.3 million of undrawn commitments under the 2019 Credit Facility as of December 31, 2020, which results in total undrawn commitments and cash balances of more than $336.2 million. However, despite the June 26, 2020 amendment, it is possible that future borrowing flexibility under our 2019 Credit Facility may be limited as a result of our financial performance due the adverse impact of COVID-19 on the Company’s markets and general global demand.
Commitments and Contingencies
See Note 11 to the consolidated financial statements for disclosures of the Company’s commitments and contingencies.
Seasonality
Our Control Devices and Electronics segments are not typically materially affected by seasonality, however the demand for our Stoneridge Brazil segment consumer products is generally higher in the second half of the year, the fourth quarter in particular.
Inflation and International Presence
By operating internationally, we are affected by foreign currency exchange rates and the economic conditions of certain countries. Furthermore, given the current economic climate and recent fluctuations in certain commodity prices, we believe that an increase in such items could significantly affect our profitability. See Note 10 to the consolidated financial statements for additional details on the Company’s commodity price and foreign currency exchange rate risks.
Off-balance Sheet Arrangements
At December 31, 2020 we do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our financial condition or results of operations.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
On an ongoing basis, we evaluate estimates and assumptions used in our consolidated financial statements. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
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Table of Contents
Our critical accounting policies, those most important to the financial presentation and those that are the most complex, subjective or require significant judgment, are as follows.
Revenue Recognition and Sales Commitments. We recognize revenue when obligations under the terms of a contract with our customer are satisfied; generally this occurs with the transfer of control of our products and services, which is usually when the parts are shipped or delivered to the customer’s premises. 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. Revenue for OEM and Tier 1 supplier customers and aftermarket products are recognized at the point in time it satisfies a performance obligation by transferring control of a part to the customer. A small portion of our sales are comprised of monitoring services of which the revenue is recognized over the life of the contract. See Note 3 to the consolidated financial statements for additional information on our revenue recognition policies, including recognizing revenue based on satisfying performance obligations.
Warranties. Our warranty liability is established based on our best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet dates. These accruals are based on several factors including past experience, production changes, industry developments and various other considerations. Our estimate is based on historical trends of units sold and claim payment amounts, combined with our current understanding of the status of existing claims and discussions with our customers. The key factors in our estimate are the stated or implied warranty period, the customer source, customer policy decisions regarding warranties and customers seeking to holding the company responsible for their product warranties. Although we believe that our warranty liability is adequate and that the judgment applied is appropriate, such amounts estimated to be due and payable could differ materially from what will actually transpire in the future.
Contingencies. We are subject to legal proceedings and claims, including product liability claims, commercial or contractual disputes, environmental enforcement actions and other claims that arise in the normal course of business. We routinely assess the likelihood of any adverse judgments or outcomes to these matters, as well as ranges of probable losses, by consulting with internal personnel principally involved with such matters and with our outside legal counsel handling such matters.
We have accrued for estimated losses when it is probable that a liability or loss has been incurred and the amount can be reasonably estimated. Contingencies by their nature relate to uncertainties that require the exercise of judgment both in assessing whether or not a liability or loss has been incurred and estimating that amount of probable loss. The liabilities may change in the future due to new developments or changes in circumstances. The inherent uncertainty related to the outcome of these matters can result in amounts materially different from any provisions made with respect to their resolution.
Goodwill. Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In conducting our annual impairment assessment testing, we first perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or if we elect not to perform a qualitative assessment of a reporting unit, we then compare the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized.
The Company utilizes an income statement approach to estimate the fair value of a reporting unit and a market valuation approach to further support this analysis. The income approach is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of cash flows. We believe that this approach is appropriate because it provides a fair value estimate based on the reporting unit’s expected long-term operating cash flow performance. This approach also mitigates the impact of cyclical trends that occur in the industry. Fair value is estimated using internally developed forecasts, as well as commercial and discount rate assumptions. The discount rate used is the value-weighted average of our estimated cost of equity and of debt (“cost of capital”) derived using both known and estimated customary market metrics. Our weighted average cost of capital is adjusted to reflect a risk factor, if necessary. Other significant assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital requirements. While there are inherent uncertainties related to the assumptions used and to management’s application of these assumptions to this analysis, we believe that the income statement approach provides a reasonable estimate of the fair value of a reporting unit. The market valuation approach is used to further support our analysis.
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Income Taxes. Deferred income taxes are provided for temporary differences between the amount of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured by tax laws and regulations. Our deferred tax assets include, among other items, net operating loss carryforwards and tax credits that can be used to offset taxable income in future periods and reduce income taxes payable in those future periods. Our U.S. state and foreign net operating losses expire at various times or have indefinite expiration dates. Our U.S. federal general business credits, if unused, begin to expire in 2025, and the state and foreign tax credits expire at various times.
Accounting standards require that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. This assessment requires significant judgment, and in making this evaluation, the Company considers available positive and negative evidence, including the potential to carryback net operating losses and credits, the future release of certain taxable temporary differences, actual and forecasted results, and tax planning strategies that are both prudent and feasible. Risk factors include U.S. and foreign economic conditions that affect the automotive and commercial vehicle markets of which the Company has significant operations.
The Company has recognized deferred taxes related to foreign withholding taxes and the expected foreign currency impact upon repatriation from foreign subsidiaries not considered indefinitely reinvested.
The Tax Cuts and Jobs Act of 2017 created a provision known as Global Intangible Low-Taxed Income (“GILTI”) that imposes a tax on certain earnings of foreign subsidiaries. The Company has made an accounting policy election to reflect GILTI taxes, if any, as a current period tax expense when incurred.
Recently Adopted Accounting Standards
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The amendments in this update remove certain exceptions of Topic 740 including: exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. There are also additional areas of guidance in regards to: franchise and other taxes partially based on income and the interim recognition of enactment of tax laws and rate changes. The provisions of this ASU are effective for years beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard prospectively as of January 1, 2020 using the modified retrospective basis. The impact of the adoption was a reduction to deferred tax liabilities and an increase to retained earnings of $13.8 million on the consolidated balance sheet as of December 31, 2020. The adoption of this standard did not have an impact on the Company’s consolidated results of operations and cash flows.
In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The guidance in ASU 2018-15 clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted this standard prospectively as of January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” The guidance in ASU 2018-13 changes disclosure requirements related to fair value measurements as part of the disclosure framework project. The disclosure framework project aims to improve the effectiveness of disclosures in the notes to the financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard as of January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
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In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments”, which requires measurement and recognition of expected credit losses for financial assets held and requires enhanced disclosures regarding significant estimates and judgments used in estimating credit losses. ASU 2016-13 is effective for public business entities for annual periods beginning after December 15, 2019. The guidance allows for various methods for measuring expected credit losses. The Company has elected to apply a historical loss rate based on historical write-offs by region, adjusted for current economic conditions and forecasts about future economic conditions that are reasonable and supportable. The Company adopted this standard as of January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted as of December 31, 2020
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance in ASU 2020-04 provides temporary optional expedient and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”) (also known as the “reference rate reform”). The guidance allows companies to elect not to apply certain modification accounting requirements to contracts affected by the reference rate reform, if certain criteria are met. The guidance will also allow companies to elect various optional expedients which would allow them to continue to apply hedge accounting for hedging relationships affected by the reference rate reform, if certain criteria are met. The new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. As of December 31, 2020, the Company has not yet had contracts modified due to rate reform.