UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   November 6, 2012

______________

Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)

Delaware

0-24020

61-1321992

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Bullitt Lane, Suite 450

Louisville, Kentucky

 

40222

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 329-2000










Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 2 – Financial Information

Item 2.02        Results of Operations and Financial Condition.

On November 6, 2012, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2012. The full text of the press release is set forth in Exhibit 99 hereto. The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01        Regulation FD Disclosure.

On November 6, 2012, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2012. The full text of the press release is set forth in Exhibit 99 hereto.  The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit Number

Description of Exhibit

99 Press release issued November 6, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:

November 6, 2012

Sypris Solutions, Inc.

 

 

 

By:

/s/ Brian A. Lutes

Brian A. Lutes

Vice President & Chief Financial Officer


INDEX TO EXHIBITS

Exhibit

Number

Description

 

99

Registrant’s press release dated November 6, 2012.

Exhibit 99

Sypris Reports Third Quarter Results

Gross Margins Expand on Lower Revenue

LOUISVILLE, Ky.--(BUSINESS WIRE)--November 6, 2012--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported financial results for its third quarter ended September 30, 2012.

HIGHLIGHTS

─────────────────────

For the Third Quarter:

For the Nine Months:

─────────────────────

The Company reported revenue of $78.8 million for the third quarter compared to $91.2 million for the prior year period. The Company’s income from continuing operations for the three months ended September 30, 2012 was $0.6 million, or $0.03 per diluted share, as compared to income from continuing operations of $6.1 million, or $0.30 per diluted share, for the prior year period.

Income from continuing operations for the third quarter of 2012 included a foreign currency translation loss of $0.6 million and a gain of $1.3 million in connection with the sale of marketable securities, while income from continuing operations for the prior year period included a gain of $3.6 million from the disposition of idle assets and a foreign currency translation gain of $2.8 million.

The Company’s net loss for the third quarter of 2012 was $5.7 million, or $0.29 per diluted share, which included a $6.3 million expense in discontinued operations for the settlement of an arbitration case associated with the 2009 divestiture of Sypris Test & Measurement. Net income for the prior year quarter was $6.1 million, or $0.30 per diluted share, and included the gain of $3.6 million from the disposition of idle assets and the foreign currency translation gain of $2.8 million mentioned earlier.


For the nine months ended September 30, 2012, the Company reported revenue of $274.1 million compared to $252.0 million for the prior year period and income from continuing operations of $11.1 million, or $0.55 per diluted share, as compared to $7.0 million, or $0.35 per diluted share, for the prior year period.

Income from continuing operations for the nine months ended September 30, 2012 included a foreign currency translation loss of $0.9 million, a gain of $2.6 million on the sale of idle assets and a gain of $1.9 million in connection with the sale of marketable securities, while income from continuing operations for the prior year period included gains of $3.0 million in connection with a customer settlement, $4.2 million from the disposition of idle assets and a foreign currency translation gain of $2.1 million.

The Company’s net income for the nine months ended September 30, 2012 was $4.0 million, or $0.18 per diluted share, and included one-time expenses of $7.1 million in discontinued operations related to the resolution of the arbitration case mentioned earlier. Net income for the prior year period was $6.6 million, or $0.33 per diluted share, and included a loss of $0.5 million associated with the arbitration case and the positive impact of the gains mentioned previously.

“Our Industrial Group responded well to the unexpected reduction in the production of commercial vehicles, which resulted in a 21.3% sequential decline in quarterly revenue,” said Jeffrey T. Gill, President and Chief Executive Officer. "We now expect the production of commercial vehicles to remain soft in the short-term as OEMs work to rebalance inventory with demand.”

“However, with an estimated 70% of the vehicles on the road today being of an age that is in excess of eight years, the eventual replacement cycle is expected to be robust for an extended period of time. In the interim, we believe that our improved cost profile and strong operational performance, which resulted in a 60 basis point increase in gross margin during the most recent quarter when compared to the same period last year, will enable us to sustain the profitability of this business.”

“Our Aerospace and Defense business continues to be affected by budgetary and funding uncertainties within the U.S. Department of Defense that are not expected to be eliminated until Congress successfully addresses the fiscal cliff and its related issues. Despite the recent quarterly drop in revenue, our improved product mix resulted in a 260 basis point expansion of gross margin when compared to the third quarter of last year.”

“In the long-term, we will continue to invest in new products and programs to further improve the attractiveness of our business portfolio, with a specific emphasis on trusted solutions for identity management, cryptographic key distribution and cyber analytics. We believe that our product mix going forward should help us to maintain our margin in the face of what is likely to be lumpy revenue until the many macroeconomic and policy issues are successfully resolved.”


The Industrial Group

Revenue for our Industrial Group decreased 10.3% to $65.2 million in the third quarter compared to $72.6 million for the prior year period and 21.3% sequentially, primarily as a result of a recent move by commercial vehicle OEM’s to rebalance inventory with lower levels of demand. Gross profit for the quarter was $6.6 million, or 10.1% of revenue, compared to $6.9 million, or 9.5% of revenue for the same period in 2011, reflecting our ability to protect margins despite lower volumes.

The Electronics Group

Revenue for our Electronics Group was $13.6 million in the third quarter compared to $18.5 million in the prior year period, primarily due to the completion of certain electronic manufacturing and engineering services. Gross profit for the quarter was $2.8 million, or 20.6% of revenue, compared to $3.3 million, or 18.0% of revenue for the same period in 2011, reflecting improved product mix.

Outlook

Mr. Gill added, “We will continue to concentrate on the daily execution of our business. We expect recent investments in production cells and automation by our Industrial Group to contribute to further margin expansion going forward once volumes return to full replacement levels later next year. Our Electronics Group will continue to face near-term revenue challenges that we expect to be ongoing until the outlook for defense spending is clarified and authorized.”

Sypris Solutions is a diversified provider of outsourced services and specialty products. The Company performs a wide range of manufacturing, engineering, design and other technical services, typically under multi-year, sole-source contracts with corporations and government agencies in the markets for truck components and assemblies and aerospace and defense electronics. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Each “forward-looking statement” herein is subject to serious risks and should not be relied upon, as detailed in our most recent Form 10-K and Form 10-Q and subsequent SEC filings. Briefly we currently believe that such risks also include: declining revenues and backlog in our aerospace and defense business lines as we attempt to transition from legacy products and services into new market segments and technologies; potential impairments, non-recoverability or write-offs of goodwill, assets or deferred costs, including capitalized pre-contract costs related to the development of a replacement for certain aerospace and defense products; dependence on, recruitment or retention of key employees; reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors including Dana Holding Corporation, Meritor, Sistemas, Eaton, and the Australian government; U.S. government spending on products and services that our Electronics Group provides, including the timing of budgetary decisions; our ability to develop new products and programs within the Electronics Group especially in new market segments and technologies; volatility of our customers’ forecasts, financial conditions, market shares, product requirements or scheduling demands; cyber security threats and disruptions; our ability to adequately finance current operations, future growth or expenses and potential acquisitions due to the cost and availability of debt, equity capital, or insurance; regulatory actions or sanctions (in each case including FCPA, OSHA and Federal Acquisition Regulations, among others); product liability and warranty expenses caused by our inability to effectively limit contractual obligations or defects in products or services; inventory valuation risks including obsolescence, shrinkage, theft, overstocking or underbilling; our inability to successfully launch or sustain new or next generation programs or product features, especially in accordance with budgets or committed delivery schedules; the costs of compliance with our auditing, regulatory or contractual obligations; breakdowns, relocations or major repairs of machinery and equipment; pension valuation, health care or other benefit costs; labor relations; strikes; union negotiations; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; changes or delays in government or other customer budgets, funding or programs; potential weaknesses in internal controls over financial reporting and enterprise risk management; the cost, efficiency and yield of our operations and capital investments, including working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; disputes or litigation involving customer, supplier, lessor, landlord, creditor, stockholder, product liability or environmental claims; fees, costs or other dilutive effects of refinancing; compliance with covenants; cost and availability of raw materials such as steel, component parts, natural gas or utilities; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; failure to adequately insure against or to identify environmental or other insurable risks; revised contract prices or estimates of major contract costs; risks of foreign operations; currency exchange rates; war, terrorism, or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; other unknown risks and uncertainties.


Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included in this press release, the company has provided information regarding free cash flow, which is a non-GAAP financial measure.

Free cash flow is defined as cash provided by operating activities less capital expenditures. Free cash flow is useful in analyzing the company’s ability to service and repay its debt. Management uses this non-GAAP measure in planning and forecasting for future periods.

This non-GAAP measure should not be considered a substitute for our reported results prepared in accordance with GAAP.

 

Reconciliation of Three and Nine Months Ended Free Cash Flow

(in thousands)

 
   

Three Months Ended

 

Nine Months Ended

September 30,
2012

 

October 2,
2011

September 30,
2012

 

October 2,
2011

(Unaudited)

(Unaudited)

 

Consolidated Cash Flow Statement:

 
Cash flows from operating activities:
Net cash provided by operating activities $ 5,918 $ 7,749 $ 1,087 $ 9,644
 
Cash flows from investing activities:
Capital expenditures (1,676 ) (929 ) (4,106 ) (3,827 )
Proceeds from sale of marketable securities 1,271 1,271
Proceeds from sale of assets 4,062 4,542 4,637
Other       10         44  

Net cash provided by (used in) investing activities

(405 ) 3,143 1,707 854
 
Cash flows from financing activities:
Net cash used in financing activities   (6,981 )   (9,525 )   (3,886 )   (11,563 )
 

Net (decrease) increase in cash and cash equivalents

(1,468 ) 1,367 (1,092 ) (1,065 )
 
Cash and cash equivalents at beginning of period   18,549     14,160     18,173     16,592  
 
Cash and cash equivalents at end of period $ 17,081   $ 15,527   $ 17,081   $ 15,527  
 

Free Cash Flow:

 
Net cash provided by operating activities $ 5,918 $ 7,749 $ 1,087 $ 9,644
Capital expenditures   (1,676 )   (929 )   (4,106 )   (3,827 )
 
Free cash flow $ 4,242   $ 6,820   $ (3,019 ) $ 5,817  
 
Diluted shares outstanding 19,567 19,024 19,423 18,999
 
Free cash flow per share $ 0.22 $ 0.36 $ (0.16 ) $ 0.31
 

 

SYPRIS SOLUTIONS, INC.

Financial Highlights
(In thousands, except per share amounts)
 
    Three Months Ended

September 30,

 

October 2,

2012 2011
(Unaudited)
Revenue $ 78,763 $ 91,177
Net (loss) income $ (5,739 ) $ 6,082
Basic income (loss) per common share:
Continuing operations $ 0.03 $ 0.30
Discontinued operations   (0.33 )   -  
Net (loss) income per share $ (0.30 ) $ 0.30  
Diluted income (loss) per common share:
Continuing operations $ 0.03 $ 0.30
Discontinued operations   (0.32 )   -  
Net (loss) income per share $ (0.29 ) $ 0.30  
Weighted average shares outstanding:
Basic 19,074 18,844
Diluted 19,567 19,024
 
 
 
 
Nine Months Ended

September 30,

October 2,

2012 2011
(Unaudited)
Revenue $ 274,138 $ 252,045
Net income $ 3,987 $ 6,584
Basic income (loss) per common share:
Continuing operations $ 0.56 $ 0.35
Discontinued operations   (0.37 )   (0.02 )
Net income per share $ 0.19   $ 0.33  
Diluted income (loss) per common share:
Continuing operations $ 0.55 $ 0.35
Discontinued operations   (0.37 )   (0.02 )
Net income per share $ 0.18   $ 0.33  
Weighted average shares outstanding:
Basic 19,038 18,813
Diluted 19,423 18,999
 

 
Sypris Solutions, Inc.
Consolidated Statements of Operations
(in thousands, except for per share data)
 
    Three Months Ended   Nine Months Ended
September 30,   October 2, September 30,   October 2,
2012 2011 2012 2011
(Unaudited) (Unaudited)
Net revenue:
Industrial Group $ 65,176 $ 72,647 $ 230,548 $ 201,082
Electronics Group   13,587     18,530     43,590     50,963  
Total net revenue 78,763 91,177 274,138 252,045
Cost of sales:
Industrial Group 58,602 65,716 205,146 181,939
Electronics Group   10,787     15,198     33,881     43,584  
Total cost of sales 69,389 80,914 239,027 225,523
Gross profit:
Industrial Group 6,574 6,931 25,402 19,143
Electronics Group   2,800     3,332     9,709     7,379  
Total gross profit 9,374 10,263 35,111 26,522
Selling, general and administrative 7,633 7,232 22,926 20,905
Research and development 1,084 1,097 2,513 2,637
Amortization of intangible assets 22 24 66 80
Nonrecurring (income) expense, net - - - (3,000 )
Restructuring expense, net   -     356     -     233  
Operating income 635 1,554 9,606 5,667
Interest expense, net 98 153 320 1,608
(Gain) on sale of marketable securities (1,313 ) - (1,850 ) -
Other (income) expense, net   561     (6,489 )   (1,970 )   (5,983 )
Income from continuing operations before taxes 1,289 7,890 13,106 10,042
Income tax expense   697     1,808     1,989     3,008  
Income from continuing operations 592 6,082 11,117 7,034
Loss from discontinued operations, net of tax   (6,331 )   -     (7,130 )   (450 )
Net (loss) income $ (5,739 ) $ 6,082   $ 3,987   $ 6,584  
Basic income (loss) per share:
Income per share from continuing operations $ 0.03 $ 0.30 $ 0.56 $ 0.35
Loss per share from discontinued operations   (0.33 )   -     (0.37 )   (0.02 )
Net (loss) income per share $ (0.30 ) $ 0.30   $ 0.19   $ 0.33  
Diluted income (loss) per share:
Income per share from continuing operations $ 0.03 $ 0.30 $ 0.55 $ 0.35
Loss per share from discontinued operations   (0.32 )   -     (0.37 )   (0.02 )
Net (loss) income per share $ (0.29 ) $ 0.30   $ 0.18   $ 0.33  
Dividends declared per common share $ 0.02 $ - $ 0.06 $ -
Weighted average shares outstanding:
Basic 19,074 18,844 19,038 18,813
Diluted 19,567 19,024 19,423 18,999
 

 
Sypris Solutions, Inc.
Consolidated Balance Sheets
(in thousands, except for share data)
 
    September 30,   December 31,
2012 2011
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 17,081 $ 18,173
Restricted cash - current 3,000
Accounts receivable, net 44,243 42,984
Inventory, net 35,876 33,621
Other current assets 3,335 3,468
Assets held for sale       1,739  
Total current assets 103,535 99,985
Restricted cash 3,000
Investment in marketable securities 1,749
Property, plant and equipment, net 53,344 56,891
Goodwill 6,900 6,900
Other assets   8,106     7,200  
Total assets $ 171,885   $ 175,725  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 45,807 $ 51,303
Accrued liabilities   30,434     23,569  
Total current liabilities 76,241 74,872
Long-term debt 8,000 10,000
Other liabilities   23,281     30,385  
Total liabilities 107,522 115,257
Stockholders’ equity:

Preferred stock, par value $0.01 per share, 975,150 shares authorized; no shares issued

Series A preferred stock, par value $0.01 per share, 24,850 shares authorized; no shares issued

Common stock, non-voting, par value $0.01 per share, 10,000,000 shares authorized; no shares issued

Common stock, par value $0.01 per share, 30,000,000 shares authorized; 20,204,247 shares issued and 20,113,800 outstanding in 2012 and 20,108,635 shares issued and 19,995,401 outstanding in 2011

202 201
Additional paid-in capital 149,404 149,160
Retained deficit (63,938 ) (66,722 )
Accumulated other comprehensive loss (21,304 ) (22,170 )
Treasury stock, 90,447 and 113,234 shares in 2012 and 2011, respectively   (1 )   (1 )
Total stockholders’ equity   64,363     60,468  
Total liabilities and stockholders’ equity $ 171,885   $ 175,725  
 

 
Sypris Solutions, Inc.
Consolidated Cash Flow Statements
(in thousands)
 
    Nine Months Ended
 
September 30, October 2,
2012 2011
(Unaudited)
Cash flows from operating activities:
Net income $ 3,987 $ 6,584
Loss from discontinued operations   (7,130 )   (450 )
Income from continuing operations 11,117 7,034

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 9,141 10,791
Gain on the sale of marketable securities (1,850 )
Stock-based compensation expense 1,331 754
Deferred revenue recognized (5,919 ) (5,163 )
Deferred loan costs recognized 58 153
Write-off of debt issuance costs 277
Gain on the sale of assets (2,625 ) (4,189 )
Provision for excess and obsolete inventory 629 564
Other noncash items 1,514 (2,186 )
Contributions to pension plans (1,312 ) (753 )
Changes in operating assets and liabilities:
Accounts receivable (887 ) (12,632 )
Inventory (3,035 ) (6,346 )
Prepaid expenses and other assets (638 ) 1,138
Accounts payable (5,507 ) 17,793
Accrued and other liabilities   (930 )   2,409  
Net cash provided by operating activities 1,087 9,644
Cash flows from investing activities:
Capital expenditures (4,106 ) (3,827 )
Proceeds from sale of marketable securities 1,271
Proceeds from sale of assets 4,542 4,637
Other       44  
Net cash provided by investing activities 1,707 854
Cash flows from financing activities:
Repayment of former Revolving Credit Agreement (10,000 )
Repayment of former Senior Notes (13,305 )
Net proceeds from Credit Facility (2,000 ) 12,500
Payments for deferred loan costs (387 )
Common stock repurchases (575 )

Indirect repurchase of shares for minimum statutory tax withholdings

(511 ) (435 )
Cash dividends paid (801 )
Proceeds from issuance of common stock   1     64  
Net cash used in financing activities   (3,886 )   (11,563 )
Net decrease in cash and cash equivalents (1,092 ) (1,065 )
Cash and cash equivalents at beginning of period   18,173     16,592  
Cash and cash equivalents at end of period $ 17,081   $ 15,527  
 

CONTACT:
Sypris Solutions, Inc.
Brian A. Lutes, 502-329-2000
Chief Financial Officer