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. The fair value of debt approximates the carrying value of debt, due to the variable interest rate on the Credit Facility and the maturity of the remaining outstanding debt.

On September 30, 2022, the Company had open Mexican peso-denominated foreign currency forward contracts. The Company used foreign currency forward contracts solely for hedging and not for speculative purposes during 2022 and 2021. 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.

The Company conducts business internationally and, therefore, is exposed to foreign currency exchange rate risk. The Company uses derivative financial instruments as cash flow hedges and used net investment 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.

During 2021, the Company entered into two cross-currency swaps, designated as net investment hedges, with notional values of $25,000 each that were scheduled to mature in August 2026 and August 2028. These swaps hedged a portion of the net investment in a certain euro-denominated subsidiary. As a result of favorable market conditions, on May 5, 2022, the Company unwound the two net investment hedges for a net gain of $3,716, which was recognized on the Company’s condensed consolidated statement of operations as a component of other expense, net. The cash received from the settlement of these swaps of $3,820 was classified in investing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2022.

The Company elected to assess hedge effectiveness under the spot method. Accordingly, periodic changes in the fair value of the derivative instruments attributable to factors other than spot exchange rate variability were excluded from the measurement of hedge ineffectiveness and reported directly in earnings each reporting period. The change in fair value of these derivative instruments was recorded in cumulative translation adjustment, which is a component of accumulated other comprehensive loss in the condensed consolidated balance sheets.

The Company entered into foreign currency forward contracts to hedge the Mexican peso currency in 2022 and 2021. These forward contracts were executed to hedge forecasted transactions and have been accounted for as cash flow hedges. As such, gains and losses on derivatives qualifying as cash flow hedges are recorded in accumulated other comprehensive loss, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated other comprehensive loss will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. 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 may 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 statements of operations as a component of other expense, net. At September 30, 2022, all of the Company’s foreign currency forward contracts were designated as cash flow hedges.

The Company’s foreign currency forward contracts offset a portion of the gains and losses on the underlying foreign currency denominated transactions as follows:

Mexican peso-denominated Foreign Currency Forward Contracts – Cash Flow Hedges

The Company holds Mexican peso-denominated foreign currency forward contracts with a notional amount at September 30, 2022 of $5,167 which expire ratably on a monthly basis from October 2022 to December 2022. The notional amount at December 31, 2021 related to Mexican peso-denominated foreign currency forward contracts was $23,923.

The Company evaluated the effectiveness of the Mexican peso and U.S. dollar-denominated forward contracts held as of September 30, 2022 and concluded that the hedges were highly effective.

On February 18, 2020, the Company entered into a floating-to-fixed interest rate swap agreement (the “Interest Rate Swap”) with a notional amount of $50,000 to hedge its’ exposure to interest payment fluctuations on a portion of its Credit Facility borrowings. The Interest Rate Swap was designated as a cash flow hedge of the variable interest rate obligation under the Company's Credit Facility that has a current balance of $165,695 at September 30, 2022. Accordingly, the change in fair value of the Interest Rate Swap is recognized in accumulated other comprehensive loss. The Interest Rate Swap agreement requires monthly settlements on the same days that the Credit Facility interest payments are due and has a maturity date of March 10, 2023, which is prior to the Credit Facility maturity date of June 4, 2024. Under the Interest Rate Swap terms, the Company pays a fixed interest rate and receives a floating interest rate based on the one-month LIBOR, with a floor. The critical terms of the Interest Rate Swap are aligned with the terms of the Credit Facility, resulting in no hedge ineffectiveness. The difference between amounts to be received and paid under the Interest Rate Swap is recognized as a component of interest expense, net on the condensed consolidated statements of operations. The Interest Rate Swap settlements reduced interest expense, net by $100 and increased interest expense, net by $165 for the three months ended September 30, 2022 and 2021, respectively. The Interest Rate Swap settlements increased interest expense, net by $133 and $486 for the nine months ended September 30, 2022 and 2021, respectively.

The notional amounts and fair values of derivative instruments in the condensed consolidated balance sheets were as follows:

(A)	Notional amounts represent the gross contract of the derivatives outstanding in U.S. dollars.

Gross amounts recorded for the cash flow and net investment hedges in other comprehensive (loss) income and in net (loss) income for the three months ended September 30 were as follows:


					Gain (loss) reclassified from
	Gain (loss) recorded in other				other comprehensive (loss)
	comprehensive (loss) income				income into net (loss) income ^(A)
	2022		2021		2022		2021
Derivatives designated as cash flow hedges:
Forward currency contracts	$	97	$	(150)	$	496	$	155
Interest rate swap	$	150	$	(29)	$	100	$	(165)
Derivatives designated as net investment hedges:
Cross-currency swaps	$	-	$	573	$	-	$	-

(A)

Gains reclassified from other comprehensive (loss) income into net (loss) income recognized in selling, general and administrative expenses (“SG&A”) in the Company’s condensed consolidated statements of operations were $115 and $31 for the three months ended September 30, 2022 and 2021, respectively. Gains reclassified from other comprehensive (loss) income into net (loss) income recognized in cost of goods sold (“COGS”) in the Company’s condensed consolidated statements of operations were $381 and $124 for the three months ended September 30, 2022 and 2021, respectively. Gains (losses) reclassified from other comprehensive loss into net (loss) income recognized in interest expense, net in the Company’s condensed consolidated statements of operations were $100 and $(165) for the three months ended September 30, 2022 and 2021, respectively.

Gross amounts recorded for the cash flow and net investment hedges in other comprehensive (loss) income and in net (loss) income for the nine months ended September 30 were as follows:


					Gain (loss) reclassified from
	Gain (loss) recorded in other				other comprehensive (loss)
	comprehensive (loss) income				income into net (loss) income ^(A)
	2022		2021		2022		2021
Derivatives designated as cash flow hedges:
Forward currency contracts	$	1,084	$	154	$	1,253	$	457
Interest rate swap	$	946	$	(27)	$	(133)	$	(486)
Derivatives designated as net investment hedges:
Cross-currency swaps	$	2,328	$	573	$	3,598	$	-

(A)

Gains reclassified from other comprehensive (loss) income into net (loss) income recognized in SG&A in the Company’s condensed consolidated statements of operations were $266 and $120 for the nine months ended September 30, 2022 and 2021, respectively. Gains reclassified from other comprehensive (loss) income into net (loss) income recognized in COGS in the Company’s condensed consolidated statements of operations were $987 and $337 for the nine months ended September 30, 2022 and 2021, respectively. Losses reclassified from other comprehensive (loss) income into net (loss) income recognized in interest expense, net in the Company’s condensed consolidated statements of operations were $133 and $486 for the nine months ended September 30, 2022 and 2021, respectively. Gains reclassified from other comprehensive (loss) income into net (loss) income recognized in other income (expense), net in the Company’s condensed consolidated statements of operations were $3,598 for the nine months ended September 30, 2022.

For the nine months ended September 30, 2022, the total net gains on the foreign currency contract cash flow hedges of $561 are expected to be included in COGS and SG&A within the next 12 months. Of the total net gains on the Interest Rate Swap cash flow hedge, $576 of gains are expected to be included in interest expense, net within the next 12 months.

Cash flows from derivatives used to manage foreign currency exchange and interest rate risks are classified as operating activities within the condensed consolidated statements of cash flows.

Fair Value Measurements

Certain assets and liabilities held by the Company 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 and cross-currency contracts, inputs include forward foreign currency exchange rates. For the interest rate swap, inputs include LIBOR. 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.


								September 30,		December 31,
			2022						2021
			Fair values estimated using
		Fair	Level 1		Level 2		Level 3			Fair
	value		inputs		inputs		inputs		value
Financial assets carried at fair value:
Forward currency contract	$	561	$	-	$	561	$	-	$	730
Cross-currency swaps		-		-		-		-		1,450
Interest rate swap		576		-		576		-		-
Total financial assets carried at fair value	$	1,137	$	-	$	1,137	$	-	$	2,180

Financial liabilities carried at fair value:
Interest rate swap	$	-	$	-	$	-	$	-	$	503
Earn-out consideration		-		-		-		-		7,351
Total financial liabilities carried at fair value	$	-	$	-	$	-	$	-	$	7,854

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.


	Stoneridge Brazil
	2022		2021
Balance at January 1	$	7,351	$	5,813
Change in fair value		-		1,215
Foreign currency adjustments		921		236
Earn-out consideration cash payment		(8,272)		-
Balance at September 30	$	-	$	7,264

The Company was required to pay the Stoneridge Brazil earn-out consideration based on Stoneridge Brazil’s financial performance in 2021. The fair value of the Stoneridge Brazil earn-out consideration was based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) in 2021. The Stoneridge Brazil earn-out consideration obligation was recorded within accrued expenses and other current liabilities in the condensed consolidated balance sheets as of December 31, 2021. The earn-out consideration obligation of $8,272 was paid in April 2022 and recorded in the condensed consolidated statement of cash flows within operating and financing activities in the amounts of $1,996 and $6,276, respectively, for the nine months ended September 30, 2022.

The change in fair value of the earn-out consideration for Stoneridge Brazil was due to updated financial performance projections during 2021 and foreign currency translation fluctuations through settlement. The change in fair value of the Stoneridge Brazil earn-out consideration was recorded in SG&A expense and the foreign currency impact was included in other expense, net in the condensed consolidated statements of operations.

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the nine months ended September 30, 2022.