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): August 9, 2011
______________
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 August 9, 2011, Sypris Solutions, Inc. (the “Company”) announced its financial results for the second quarter ended July 3, 2011. 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 August 9, 2011, Sypris Solutions, Inc. (the “Company”) announced its financial results for the second quarter ended July 3, 2011. 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 August 9, 2011. |
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: |
August 9, 2011 |
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 August 9, 2011. |
Exhibit 99
Sypris Reports Second Quarter Results
Margins Expand on Strong Revenue Growth
LOUISVILLE, Ky.--(BUSINESS WIRE)--August 9, 2011--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported financial results for its second quarter ended July 3, 2011.
HIGHLIGHTS
─────────────────────
─────────────────────
The Company reported revenue of $85.1 million for the second quarter compared to $63.1 million for the prior year period. The Company reported a net loss of $1.6 million, or $0.08 per share, for the second quarter compared to a net loss of $4.3 million, or $0.23 per share, for the prior year period.
For the six months ended July 3, 2011, the Company reported revenue of $160.9 million compared to $126.0 million for the prior year period and net income of $0.5 million, or $0.03 per diluted share, compared to a net loss of $6.7 million, or $0.36 per share.
The Company’s income from continuing operations for the six months ended July 3, 2011 was $1.0 million, or $0.05 per diluted share, as compared to a loss of $6.4 million, or $0.34 per share, for the prior year period. Income from continuing operations for the six months ended July 3, 2011 included a gain of $3.0 million in connection with a settlement regarding prior year volumes with one of its customers.
“Our Industrial Group continued to show important signs of progress during the quarter, with revenue and gross profit increasing on a year-over-year and sequential basis,” said Jeffrey T. Gill, president and chief executive officer. “We expect the improved cost profile and strong operational performance to make a material contribution to the growth and profitability of the Company during 2011 as the commercial vehicle and trailer markets continue to recover.”
“Our Electronics Group continues to be affected by the delayed approval by Congress of the fiscal 2011 Defense Appropriations Bill, as funds have not yet been fully allocated through the various departments and agencies for program use. We continue to expect the eventual recovery of this market as these funds are allocated.”
The Industrial Group
Revenue for our Industrial Group increased 48% to $68.9 million in the second quarter compared to $46.6 million for the prior year period, primarily as a result of increased demand from customers in the commercial vehicle and trailer markets. Gross profit for the quarter increased 210% to $7.1 million, or 10% of revenue, compared to $2.3 million, or 5% of revenue for the same period in 2010, reflecting the positive conversion associated with the increase in revenue and productivity.
The Electronics Group
Revenue for our Electronics Group was $16.2 million in the second quarter compared to $16.5 million in the prior year period, while gross profit for the quarter was $1.0 million, or 6% of revenue, compared to $2.3 million, or 14% of revenue for the same period in 2010. Revenue for the period continued to reflect the impact of the delay in funding for orders as a result of the late enactment of 2011 Federal budget, while gross profit was impacted by unfavorable mix and additional engineering costs for product portfolio improvements.
Outlook
Mr. Gill added, “We will continue to concentrate on the daily execution of our business as we move through 2011. We expect to see strong double digit comparable period growth in the top line of our Industrial Group going forward, as the recovery of the commercial vehicle and trailer markets continue. Our team remains acutely focused on increasing the rate of profit conversion from each revenue dollar, thereby driving further margin expansion and earnings during the year.”
“For our Electronics Group, we expect to see an eventual recovery in the defense market now that the 2011 budget authorization has been enacted and the flow of funds to the various departments and agencies for program use has begun. For the long-term, we will continue to invest in R&D as we focus on delivering solutions for our nation’s rapidly expanding cyber security needs. The impact of these new products and technologies is expected to contribute to the Company’s financial results as early as 2012.”
“The Company is well-positioned and our team is focused on delivering improved operational and financial results during the year.”
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 in our aerospace and defense business lines as we transition from legacy products and services into new market segments and technologies; potential liabilities associated with discontinued operations, including post-closing indemnifications or claims related to business or asset dispositions; adverse determinations by government contracting officers, especially regarding the potential retrofit of certain electronic products with respect to alleged “latent defects,” which are disputed by the Company; the costs of compliance with our auditing, regulatory or contractual obligations; regulatory actions or sanctions (in each case including FCPA, OSHA and Federal Acquisition Regulations, among others); breakdowns, relocations or major repairs of machinery and equipment; potential impairments, non-recoverability or write-offs of goodwill, assets or deferred costs, including deferred tax assets in the U.S. or Mexico; inventory valuation risks including obsolescence, shrinkage, theft, overstocking or underbilling; dependence on, recruitment or retention of key employees; pension valuation, health care or other benefit costs; labor relations; strikes; union negotiations; changes or delays in government or other customer budgets, funding or programs; reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors; 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; our inability to successfully launch or sustain new or next generation programs or product features, especially in accordance with budgets or committed delivery schedules; disputes or litigation, involving customer, supplier, lessor, landlord, creditor, stockholder, product liability or environmental claims; the costs and supply of debt, equity capital, or insurance; 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; volatility of our customers’ forecasts, financial conditions, market shares, product requirements or scheduling demands; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; 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; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; potential weaknesses in internal controls over enterprise risk management; war, terrorism, computer hacking or other cyber attacks, or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; or 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 profit conversion on incremental revenue, which is a non-GAAP financial measure.
Profit conversion on incremental revenue is defined as the change in gross profit as a percentage of the change in net revenue. 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 PROFIT CONVERSION ON INCREMENTAL REVENUE (in thousands, except for percent data) |
||||||||||
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Three Months Ended |
|||||||||
July 3, |
April 3, |
July 4, |
||||||||
2011 |
2011 |
2010 |
||||||||
(Unaudited) |
(Unaudited) |
(Unaudited) |
||||||||
Net revenue: | ||||||||||
Industrial Group | $ | 68,885 | $ | 59,550 | $ | 46,571 | ||||
Electronics Group |
16,173 |
16,260 |
16,535 |
|||||||
Total net revenue | $ | 85,058 | $ | 75,810 | $ | 63,106 | ||||
Gross profit: | ||||||||||
Industrial Group | $ | 7,080 | $ | 5,132 | $ | 2,286 | ||||
Electronics Group | 1,031 | 3,016 | 2,306 | |||||||
Total gross profit | $ | 8,111 | $ | 8,148 | $ | 4,592 | ||||
Net revenue Industrial Group Q2 2010 | $ | 46,571 | ||||||||
Net revenue Industrial Group Q2 2011 | 68,885 | |||||||||
Net increase in revenue | $ | 22,314 | ||||||||
Gross profit Industrial Group Q2 2010 | $ | 2,286 | ||||||||
Gross profit Industrial Group Q2 2011 | 7,080 | |||||||||
Net increase in gross profit | $ | 4,794 | ||||||||
Net increase in gross profit | $ | 4,794 | ||||||||
Net increase in revenue | $ | 22,314 | ||||||||
Profit conversion | 21.5 | % | ||||||||
Net revenue Industrial Group Q1 2011 | $ | 59,550 | ||||||||
Net revenue Industrial Group Q2 2011 | 68,885 | |||||||||
Net increase in revenue | $ | 9,335 | ||||||||
Gross profit Industrial Group Q1 2011 | $ | 5,132 | ||||||||
Gross profit Industrial Group Q2 2011 | 7,080 | |||||||||
Net increase in gross profit | $ | 1,948 | ||||||||
Net increase in gross profit | $ | 1,948 | ||||||||
Net increase in revenue | $ | 9,335 | ||||||||
Profit conversion | 20.9 | % |
SYPRIS SOLUTIONS, INC. | ||||||||
Financial Highlights | ||||||||
(In thousands, except per share amounts) | ||||||||
Three Months Ended | ||||||||
July 3, | July 4, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Revenue | $ | 85,058 | $ | 63,106 | ||||
Net loss | $ | (1,550 | ) | $ | (4,264 | ) | ||
Basic loss per common share: | ||||||||
Continuing operations | $ | (0.08 | ) | $ | (0.21 | ) | ||
Discontinued operations | - | (0.02 | ) | |||||
Net loss per share | $ | (0.08 | ) | $ | (0.23 | ) | ||
Diluted loss per common share: | ||||||||
Continuing operations | $ | (0.08 | ) | $ | (0.21 | ) | ||
Discontinued operations | - | (0.02 | ) | |||||
Net loss per share | $ | (0.08 | ) | $ | (0.23 | ) | ||
Weighted average shares outstanding: | ||||||||
Basic | 18,833 | 18,640 | ||||||
Diluted | 18,833 | 18,640 | ||||||
Six Months Ended | ||||||||
July 3, | July 4, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Revenue | $ | 160,868 | $ | 126,009 | ||||
Net income (loss) | $ | 502 | $ | (6,688 | ) | |||
Basic income (loss) per common share: | ||||||||
Continuing operations | $ | 0.05 | $ | (0.34 | ) | |||
Discontinued operations | (0.02 | ) | (0.02 | ) | ||||
Net income (loss) per share | $ | 0.03 | $ | (0.36 | ) | |||
Diluted income (loss) per common share: | ||||||||
Continuing operations | $ | 0.05 | $ | (0.34 | ) | |||
Discontinued operations | (0.02 | ) | (0.02 | ) | ||||
Net income (loss) per share | $ | 0.03 | $ | (0.36 | ) | |||
Weighted average shares outstanding: | ||||||||
Basic | 18,853 | 18,588 | ||||||
Diluted | 19,047 | 18,588 |
Sypris Solutions, Inc. | ||||||||||||||||
Consolidated Statements of Operations | ||||||||||||||||
(in thousands, except for per share data) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
July 3, | July 4, | July 3, | July 4, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Net revenue: | ||||||||||||||||
Industrial Group | $ | 68,885 | $ | 46,571 | $ | 128,435 | $ | 90,677 | ||||||||
Electronics Group | 16,173 | 16,535 | 32,433 | 35,332 | ||||||||||||
Total net revenue | 85,058 | 63,106 | 160,868 | 126,009 | ||||||||||||
Cost of sales: | ||||||||||||||||
Industrial Group | 61,805 | 44,285 | 116,223 | 85,938 | ||||||||||||
Electronics Group | 15,142 | 14,229 | 28,386 | 29,711 | ||||||||||||
Total cost of sales | 76,947 | 58,514 | 144,609 | 115,649 | ||||||||||||
Gross profit: | ||||||||||||||||
Industrial Group | 7,080 | 2,286 | 12,212 | 4,739 | ||||||||||||
Electronics Group | 1,031 | 2,306 | 4,047 | 5,621 | ||||||||||||
Total gross profit | 8,111 | 4,592 | 16,259 | 10,360 | ||||||||||||
Selling, general and administrative | 6,810 | 6,740 | 13,673 | 13,072 | ||||||||||||
Research and development | 924 | 320 | 1,540 | 473 | ||||||||||||
Amortization of intangible assets | 28 | 28 | 56 | 56 | ||||||||||||
Nonrecurring income | — | — | (3,000 | ) | — | |||||||||||
Restructuring expense (income), net | 130 | 1,002 | (123 | ) | 1,415 | |||||||||||
Operating income (loss) |
219 | (3,498 | ) | 4,113 | (4,656 | ) | ||||||||||
Interest expense, net | 726 | 583 | 1,455 | 1,184 | ||||||||||||
Other expense (income), net | 275 | (688 | ) | 506 | (222 | ) | ||||||||||
(Loss) income from continuing operations before taxes | (782 | ) | (3,393 | ) | 2,152 | (5,618 | ) | |||||||||
Income tax expense | 768 | 571 | 1,200 | 770 | ||||||||||||
(Loss) income from continuing operations | (1,550 | ) | (3,964 | ) | 952 | (6,388 | ) | |||||||||
Loss from discontinued operations, net of tax | - | (300 | ) | (450 | ) | (300 | ) | |||||||||
Net (loss) income | $ | (1,550 | ) | $ | (4,264 | ) | $ | 502 | $ | (6,688 | ) | |||||
Basic income (loss) per share: | ||||||||||||||||
Income (loss) per share from continuing operations | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.05 | $ | (0.34 | ) | |||||
Income (loss) per share from discontinued operations | - | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||
Net income (loss) per share | $ | (0.08 | ) | $ | (0.23 | ) | $ | 0.03 | $ | (0.36 | ) | |||||
Diluted income (loss) per share: | ||||||||||||||||
Income (loss) per share from continuing operations | $ | (0.08 | ) | $ | (0.21 | ) | $ | 0.05 | $ | (0.34 | ) | |||||
Income (loss) per share from discontinued operations | - | (0.02 | ) | (0.02 | ) | (0.02 | ) | |||||||||
Net income (loss) per share | $ | (0.08 | ) | $ | (0.23 | ) | $ | 0.03 | $ | (0.36 | ) | |||||
Weighted average shares outstanding: | ||||||||||||||||
Basic | 18,833 | 18,640 | 18,853 | 18,588 | ||||||||||||
Diluted | 18,833 | 18,640 | 19,047 | 18,588 |
Sypris Solutions, Inc. | ||||||||
Consolidated Balance Sheets | ||||||||
(in thousands, except for share data) | ||||||||
July 3, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | (Note) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,160 | $ | 16,592 | ||||
Accounts receivable, net | 54,054 | 41,434 | ||||||
Inventory, net | 38,864 | 30,264 | ||||||
Other current assets | 4,578 | 5,717 | ||||||
Total current assets | 111,656 | 94,007 | ||||||
Property, plant and equipment, net | 65,405 | 68,590 | ||||||
Restricted cash | 3,000 | 3,000 | ||||||
Goodwill | 6,900 | 6,900 | ||||||
Other assets | 7,211 | 7,195 | ||||||
Total assets | $ | 194,172 | $ | 179,692 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 54,288 | $ | 39,488 | ||||
Accrued liabilities | 24,832 | 22,763 | ||||||
Current portion of long-term debt | — | 2,000 | ||||||
Total current liabilities | 79,120 | 64,251 | ||||||
Long-term debt | 22,000 | 21,305 | ||||||
Other liabilities | 30,258 | 34,338 | ||||||
Total liabilities | 131,378 | 119,894 | ||||||
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; 20,016,100 shares issued and 19,922,366 outstanding in 2011 and 19,964,348 shares issued and 19,663,229 outstanding in 2010 |
200 | 199 | ||||||
Additional paid-in capital | 148,741 | 148,555 | ||||||
Retained deficit | (74,128 | ) | (74,629 | ) | ||||
Accumulated other comprehensive loss | (12,018 | ) | (14,324 | ) | ||||
Treasury stock, 93,734 and 301,119 shares in 2011 and 2010, respectively | (1 | ) | (3 | ) | ||||
Total stockholders’ equity | 62,794 | 59,798 | ||||||
Total liabilities and stockholders’ equity | $ | 194,172 | $ | 179,692 | ||||
Note: The balance sheet at December 31, 2010 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) | ||||||||
Six Months Ended | ||||||||
July 3, | July 4, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 502 | $ | (6,688 | ) | |||
Loss from discontinued operations | (450 | ) | (300 | ) | ||||
Income (loss) from continuing operations | 952 | (6,388 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization | 7,285 | 7,428 | ||||||
Stock-based compensation expense | 549 | 579 | ||||||
Deferred revenue recognized | (3,442 | ) | (3,056 | ) | ||||
Deferred loan costs recognized | 134 | 191 | ||||||
Write-off of debt issuance costs | 277 | — | ||||||
Gain on the sale of assets | (578 | ) | 5 | |||||
Provision for excess and obsolete inventory | 751 | 197 | ||||||
Other noncash items | 1,062 | 29 | ||||||
Contributions to pension plans | (352 | ) | (223 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (12,402 | ) | 389 | |||||
Inventory | (9,352 | ) | (3,677 | ) | ||||
Other current assets | 1,075 | 8 | ||||||
Accounts payable | 14,765 | 3,905 | ||||||
Accrued and other liabilities | 747 | 553 | ||||||
Net cash provided by (used in) operating activities | 1,471 | (60 | ) | |||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (2,898 | ) | (630 | ) | ||||
Proceeds from sale of assets | 575 | 71 | ||||||
Changes in nonoperating assets and liabilities | 34 | 36 | ||||||
Net cash used in investing activities | (2,289 | ) | (523 | ) | ||||
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 | 22,000 | — | ||||||
Payments for deferred loan costs | (373 | ) | — | |||||
Proceeds from issuance of common stock | 64 | — | ||||||
Net cash used in financing activities | (1,614 | ) | — | |||||
Net decrease in cash and cash equivalents | (2,432 | ) | (583 | ) | ||||
Cash and cash equivalents at beginning of period | 16,592 | 15,608 | ||||||
Cash and cash equivalents at end of period | $ | 14,160 | $ | 15,025 |
CONTACT:
Sypris Solutions, Inc.
Brian A. Lutes, 502-329-2000
Chief
Financial Officer