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):   May 6, 2014

______________

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 May 6, 2014, Sypris Solutions, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2014. 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 May 6, 2014, Sypris Solutions, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2014. 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 May 6, 2014.


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:

May 6, 2014

Sypris Solutions, Inc.

 

 

 

By:

/s/ Anthony C. Allen

Anthony C. Allen

Vice President and Treasurer


INDEX TO EXHIBITS

Exhibit

Number

Description

 

99

Registrant’s press release dated May 6, 2014.

Exhibit 99

Sypris Reports First Quarter Results

Revenue, Margins and Earnings Post Solid Growth

LOUISVILLE, Ky.--(BUSINESS WIRE)--May 6, 2014--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported financial results for its first quarter ended March 30, 2014.

HIGHLIGHTS

The Company reported revenue of $84.2 million for the first quarter compared to $78.4 million for the first quarter of 2013. Additionally, the Company reported net income of $1.7 million, or $0.08 per diluted share, as compared to a net loss of $6.5 million, or $0.34 per share, for the prior year comparable period. The results for the first quarter of 2013 included a $6.9 million, non-cash impairment of goodwill.

“Our Industrial Group responded well to the rebound in demand from our commercial vehicle customers,” said Jeffrey T. Gill, president and chief executive officer. “Revenue for this segment increased 7% year-over-year and 19% sequentially reflecting improved market conditions. Our team’s operational performance and a favorable product mix resulted in quarterly gross margin at nearly 15% of revenue.”


“Our Aerospace and Defense business continued its efforts to diversify its portfolio of products and services in response to the challenges posed by the U.S. defense industry. We were pleased to announce the contract award for the Sypris Cyber Range in connection with the development of a Cyber Security Laboratory with our partner NEC Asia Pacific for the Singapore Government. Although this award did not generate revenue in the quarter, it represents a significant step toward our diversification objectives,” Mr. Gill continued.

The Industrial Group

Revenue for our Industrial Group was $75.8 million in the first quarter, an increase of $4.7 million, or 7%, from $71.1 million for the comparable prior year quarter, driven primarily by increased customer demand. Gross profit for the quarter increased 38% to $11.2 million, or 14.7% of revenue, compared to $8.1 million, or 11.4% of revenue for the first quarter of 2013.

The Electronics Group

Revenue for our Electronics Group expanded 16% to $8.4 million in the first quarter, an increase of $1.1 million from $7.3 million in the comparable prior year quarter, primarily due to higher electronic manufacturing and engineering services revenue. Gross profit for the quarter was a loss of $0.6 million as compared to breakeven for the same period in 2013, primarily reflecting a change in mix of electronics manufacturing services due to the loss of certain high margin space programs in 2013.

Outlook

Mr. Gill added, “We will continue to concentrate on the daily execution within both of our businesses. Within our Industrial Group, we will strive to improve efficiencies, reduce production cycle time and increase capacity while meeting rising customer demand as the commercial vehicle market upturn continues in 2014. Our Electronics Group will continue to face near-term revenue challenges until such time as new programs, products and cyber related services achieve sufficient traction to offset the ongoing defense spending uncertainty.”

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 the following: reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors, including the risk of potentially adverse outcomes in ongoing contract renewal disputes and negotiations with Dana Holding Corporation and Meritor Inc.; 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; our ability to successfully develop, launch or sustain new products and programs; dependence on, retention or recruitment of key employees especially in challenging markets; inventory valuation risks including excessive or obsolescent valuations; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; volatility of our customers’ forecasts, production levels, financial conditions, market shares, product requirements or scheduling demands; cost and availability of raw materials such as steel, component parts, natural gas or utilities; the costs of compliance with our auditing, regulatory or contractual obligations; potential impairments, non-recoverability or write-offs of assets or deferred costs; the cost, quality, timeliness, 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; the costs and supply of, or access to, debt, equity capital, or insurance; fees, costs or other dilutive effects of refinancing, or compliance with covenants; regulatory actions or sanctions (including FCPA, OSHA and Federal Acquisition Regulations, among others); potential weaknesses in internal controls over financial reporting and enterprise risk management; disputes or litigation involving customer, supplier, employee, lessor, landlord, creditor, stockholder, product liability or environmental claims; U.S. government spending on products and services that our Electronics Group provides, including the timing of budgetary decisions; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; breakdowns, relocations or major repairs of machinery and equipment; pension valuation, health care or other benefit costs; labor relations; strikes; union negotiations; cyber security threats and disruptions; changes or delays in customer budgets, funding or programs; failure to adequately insure 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; or unknown risks and uncertainties. There can be no assurance that our expectations, projections or views expressed in any forward-looking statements will come to pass, and undue reliance should not be placed on these forward-looking statements. We undertake no obligation to update these statements, except as required by law.


 
SYPRIS SOLUTIONS, INC.
Financial Highlights
(In thousands, except per share amounts)
 
      Three Months Ended
March 30,     March 31,
2014 2013
(Unaudited)
Revenue $ 84,244 $ 78,411
 
Net income (loss)
 
Income (loss) per common share:
Basic $ 0.08 $ (0.34 )
Diluted $ 0.08 $ (0.34 )
Weighted average shares outstanding:
Basic 19,417 19,151
Diluted 19,446 19,151
 

 
Sypris Solutions, Inc.
Consolidated Statements of Operations
(in thousands, except for per share data)
 
      Three Months Ended
March 30,     March 31,
2014 2013
(Unaudited)
Net revenue:
Industrial Group $ 75,839 $ 71,149
Electronics Group   8,405     7,262  
 
Total net revenue 84,244 78,411
 
Cost of sales:
Industrial Group 64,685 63,039
Electronics Group   8,995     7,296  
 
Total cost of sales 73,680 70,335
 
Gross profit (loss):
Industrial Group 11,154 8,110
Electronics Group   (590 )   (34 )
 
Total gross profit 10,564 8,076
 
Selling, general and administrative 7,992 7,158
Research and development 151 877
Amortization of intangible assets - 22
Impairment of goodwill   -     6,900  
 
Operating income (loss) 2,421 (6,881 )
 
Interest expense, net 132 146
Other income, net   (528 )   (1,195 )
 
Income (loss) before taxes 2,817 (5,832 )
 
Income tax expense, net   1,165     627  
 
Net income (loss) $ 1,652   $ (6,459 )
 
Income (loss) per common share:
Basic $ 0.08 $ (0.34 )
Diluted $ 0.08 $ (0.34 )
 
Dividends declared per common share $ 0.02 $ 0.02
 
Weighted average shares outstanding:
Basic 19,417 19,151
Diluted 19,446 19,151
 

 
Sypris Solutions, Inc.
Consolidated Balance Sheets
(in thousands, except for share data)
 
      March 30,     December 31,
2014 2013
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 19,065 $ 18,674
Accounts receivable, net 58,468 38,533
Inventory, net 36,565 34,422
Other current assets   3,747     5,403  
 
Total current assets 117,845 97,032
 
Property, plant and equipment, net 42,426 44,683
Other assets   4,542     4,568  
 
Total assets $ 164,813   $ 146,283  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 54,582 $ 36,684
Accrued liabilities   24,226     23,806  
 
Total current liabilities 78,808 60,490
 
Long-term debt 23,000 24,000
Other liabilities   5,212     5,541  
 

Total liabilities

107,020 90,031
 
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; 20,405,503 shares issued and 20,282,349 outstanding in 2014 and 20,448,007 shares issued and 20,399,649 outstanding in 2013

204 204
Additional paid-in capital 150,827 150,569
Retained deficit (75,529 ) (76,786 )
Accumulated other comprehensive loss (17,708 ) (17,734 )
Treasury stock, 123,154 and 48,358 shares in 2014 and 2013, respectively   (1 )   (1 )
 
Total stockholders’ equity   57,793     56,252  
 
Total liabilities and stockholders’ equity $ 164,813   $ 146,283  
 
Note: The balance sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.
 

 
Sypris Solutions, Inc.
Consolidated Cash Flow Statements
(in thousands)
 
      Three Months Ended
March 30,     March 31,
2014 2013
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ 1,652 $ (6,459 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 2,714 3,073
Stock-based compensation expense 405 388
Deferred revenue recognized (2,164 ) (2,000 )
Deferred loan costs recognized 19 19
Gain on the sale of assets (4 ) (1,665 )
Provision for excess and obsolete inventory 103 280
Goodwill impairment - 6,900
Other noncash items 117 812
Contributions to pension plans (199 ) (11 )
Changes in operating assets and liabilities:
Accounts receivable (19,953 ) (14,344 )
Inventory (2,247 ) (2,799 )
Prepaid expenses and other assets 1,662 202
Accounts payable 17,925 17,545
Accrued and other liabilities   2,469     (1,362 )
 
Net cash provided by operating activities 2,499 579
 
Cash flows from investing activities:
Capital expenditures (559 ) (945 )
Proceeds from sale of assets   8     2,141  
 
Net cash (used in) provided by investing activities (551 ) 1,196
 
Cash flows from financing activities:
Net change in debt under Credit Facility (1,000 ) (1,500 )
Common stock repurchases (116 ) -
Indirect repurchase of shares for minimum statutory tax withholdings (33 ) (451 )
Cash dividends paid   (408 )   -  
 
Net cash used in financing activities   (1,557 )   (1,951 )
 
Net increase (decrease) in cash and cash equivalents 391 (176 )
 
Cash and cash equivalents at beginning of period   18,674     18,664  
 
Cash and cash equivalents at end of period $ 19,065   $ 18,488  
 

CONTACT:
Sypris Solutions, Inc.
Anthony C. Allen, 502-329-2000
Vice President & Treasurer