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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 2004
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Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-24020 61-1321992
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (502) 329-2000
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Registrant's press release dated May 3, 2004.
Item 9. Regulation FD Disclosure
The Registrant's press release dated May 3, 2004, reporting it has
completed the purchase of a manufacturing plant located in Kenton, Ohio from
ArvinMeritor, Inc., is attached as Exhibit 99 to this Form 8-K, and is furnished
to the U.S. Securities and Exchange Commission pursuant to Regulation FD.
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 3, 2004 Sypris Solutions, Inc.
By: /s/ David D. Johnson
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David D. Johnson
Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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99 Registrant's press release dated May 3, 2004
EXHIBIT 99
Sypris Completes Outsourcing Deal with ArvinMeritor;
Transaction Includes Purchase of Plant
LOUISVILLE, Ky.--(BUSINESS WIRE)--May 3, 2004--Sypris Solutions,
Inc. (Nasdaq/NM:SYPR) today announced that it has entered into
contracts to serve as a key supplier for the manufacture of trailer
axle beams and a variety of drive train components for ArvinMeritor,
Inc. (NYSE:ARM) ("ArvinMeritor"). As part of the transaction, Sypris
has purchased ArvinMeritor's Kenton, Ohio plant that specializes in
the manufacture of trailer axle beams. The deal, which was first
announced on January 15, closed on May 3, 2004.
The outsourcing arrangement will begin in phases over the next
several years and will cover approximately $75 million of business per
year when completed, based upon current market conditions. Shipments
from the Kenton facility will begin immediately. The initial terms of
the contracts vary, but in each case represent a long-term, multi-year
commitment to the supply arrangement. The transaction included the
extension of an existing contract between the parties through 2009.
The components to be manufactured will be incorporated into final
axle assemblies for sale to commercial vehicle truck OEMs such as
Freightliner, International, Mack, Paccar and Volvo, and to trailer
manufacturers such as Wabash, Great Dane, Stoughton, Hyundai,
Trailmobile, Dorsey and Utility, among others.
Commenting on the announcement, Jeffrey T. Gill, president and
chief executive officer of Sypris Solutions said, "We are pleased to
have this opportunity to expand our long-term relationship with
ArvinMeritor. We will support ArvinMeritor with investments in
advanced manufacturing technology to insure that the cost, quality and
reliability of these components remain competitive for years to come.
Initially, we plan to allocate several million dollars to support
plant-level initiatives to increase the productivity and production
capability of the plant."
Gill continued, "With the closing of the purchase of the
production assets in Kenton and the beginning of the new long-term
supply agreement with ArvinMeritor, we believe that it is appropriate
to update our outlook for the Company's financial performance."
"Revenue for the second quarter of 2004 is now expected to be in
the range of $96 to $99 million, which is up from our prior guidance
of $90 to $93 million and from $71 million for 2003, which represents
a 37% increase in revenue for the second quarter of 2004 at the
midpoint of the range. Earnings per share for the quarter is expected
to be in the range of $0.21 to $0.23 per diluted share, assuming 18.7
million shares outstanding. The earnings outlook for the quarter
remains unchanged from our prior guidance, primarily as a result of
certain transition expenses we expect to incur as part of the
integration process. We expect the new supply agreement to make a
positive contribution to earnings beginning in the third quarter,
which will represent our first full quarter of ownership."
"Revenue for 2004 is now forecast to be in the range of $390 to
$400 million versus prior guidance of $360 to $370, and $277 million
for 2003, which represents a 43% increase in revenue for 2004 at the
midpoint of the range. We expect earnings of $0.95 to $1.05 per
diluted share, based upon 18.0 million weighted average shares
outstanding, compared to a prior forecast of $0.92 to $1.00 per
diluted share, and $0.56 per diluted share for 2003, which represents
a 79% increase for 2004 at the midpoint of the range."
A conference call is scheduled for Tuesday, May 4, 2004, at 10:00
a.m. Eastern Time to discuss the content of this agreement with
ArvinMeritor. The call can be accessed live via the Internet. Visit
www.sypris.com or www.fulldisclosure.com for the link to the call or
to listen to a replay of the call, which will be available for 30
days.
Sypris Solutions is a diversified provider of technology-based
outsourced services and specialty products. The Company performs a
wide range of manufacturing and technical services, typically under
multi-year, sole-source contracts with major corporations and
government agencies in the markets for aerospace and defense
electronics, truck components and assemblies, and for users of test
and measurement equipment. For more information about Sypris
Solutions, visit its Web site at www.sypris.com.
This press release, and any oral statements made with reference to
this cautionary guidance, includes "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
they relate to, or may affect, the Company's future results. These
statements only reflect management's current opinions; and no
assurance can be given, that any of these results will actually occur.
Important factors could cause performance to differ materially from
projected results contained in, or based upon, these statements,
including: the ability to successfully manage growth or contraction in
the economy, or the commercial vehicle or electronics markets; access
to capital on favorable terms as needed for operations or growth; the
ability to achieve expected annual savings and synergies from past and
future business combinations; competitive factors and price pressures;
availability of raw materials or third party component parts on a
timely basis at reasonable prices; inventory risks due to shifts in
market demand and/or price erosion of purchased components; changes in
product mix; program changes, delays, or cancellations by the
government or other customers; concentrated reliance on major
customers or suppliers; cost and yield issues associated with the
Company's manufacturing facilities; revisions in estimated costs
related to major contracts; labor relations; risks inherent in
operating abroad, including foreign currency exchange rates;
performance of our pension fund portfolios; changes in applicable law
or in the Company's regulatory authorizations, security clearances, or
other legal rights to conduct its business, deal with its work force
or export goods and services; adverse regulatory actions, or other
governmental sanctions; risks of litigation, including litigation with
respect to environmental or asbestos-related matters, customer or
supplier claims, or stockholders; the effects (including possible
increases in the cost of doing business) resulting from future war and
terrorists activities or political uncertainties; natural disasters,
casualties, utility disruptions, or the failure to anticipate unknown
risks and uncertainties present in the Company's businesses;
dependence on current management; as well as other factors included in
the Company's reports filed with the Securities and Exchange
Commission.
CONTACT: Sypris Solutions, Inc.
David D. Johnson, 502-329-2000