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): January 11, 2005
____________
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
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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 January 11, 2005, Sypris Solutions, Inc. (the "Company")
updated its revenue and earnings guidance for the fourth quarter
and year-end results ended December 31, 2004. The full text of
the press release is set forth in Exhibit 99 hereto.
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 January 11, 2005, Sypris Solutions, Inc. (the "Company")
updated its revenue and earnings guidance for the fourth quarter
and year-end results ended December 31, 2004. The full text of
the press release is set forth in Exhibit 99 hereto.
The information in this Form 8-K and the attached Exhibit 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.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
99 Press release issued January 11, 2005.
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: January 11, 2005 Sypris Solutions, Inc.
By: /s/ David D. Johnson
-----------------------------------
David D. Johnson
Vice President and Chief Financial
Officer
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
99 Registrant's press release dated January 11, 2005.
EXHIBIT 99
Sypris Lowers Earnings Outlook; Rapid Growth Impacts Costs
LOUISVILLE, Ky.--(BUSINESS WIRE)--Jan. 11, 2005--Sypris Solutions,
Inc. (Nasdaq/NM:SYPR) today reported that it is lowering its financial
outlook for the fourth quarter. The Company now expects to report a
loss for the fourth quarter in the range of $0.07 to $0.10 per diluted
share, based on 18.5 million weighted average shares outstanding,
compared to prior guidance for earnings of $0.17 to $0.20 per diluted
share. Revenue for the fourth quarter is expected to be in the range
of $121 to $123 million, which is consistent with prior guidance of
$120 to $124 million.
"In many respects, we paid the price for this year's rapid growth
during the fourth quarter," said Jeffrey T. Gill, president and chief
executive officer, "with the requirements on people, equipment and
systems coming to a head. We experienced inefficiencies associated
with rapidly changing demand and continued steel shortages, cost
overruns for the installation of new manufacturing cells, increased
costs for the training of people for new programs and additional
charges to reflect the growing nature and complexity of the business,
among others.
"We believe the vast majority of these issues to be behind us, but
expect that we will continue to bear some added short-term expense as
we complete eighteen major capital projects and begin shipments under
eight new programs during the first six months of 2005. The new cells
are expected to result in a significant increase in capacity and
productivity, while the new programs are forecast to increase the
Company's revenue by $50 to $60 million on an annual basis once at
full production.
"As a result, we believe that it is prudent to establish a more
conservative outlook for the first six months of 2005, at least until
such time as the new cells are installed and the new programs have
successfully entered full production. The outlook for revenue remains
unchanged, with the top line expected to increase approximately 20% to
a range of $500 to $520 million for 2005, while earnings are now
forecast to be in the range of $0.75 to $0.95 per diluted share
compared to prior guidance of $1.00 to $1.10."
A conference call is scheduled for Tuesday, January 11, 2005, at
9:00 a.m. Eastern Time to discuss the content of this release. 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 release, and oral statements referring hereto, contain
"forward-looking statements," from which actual results may differ
materially due to factors such as: cost and supply of raw materials
such as steel, components, or utilities; growth, reduction or
competitive pressures in our markets; cost, efficiency and yield of
our operations; our ability to improve results of acquired businesses;
inventory valuation risks; product mix; changes in government or other
customer programs; reliance on major customers or suppliers; revised
estimates of major contract costs; dependence on management; labor
relations; risks of foreign operations; currency exchange rates; costs
and supply of debt, equity capital, or insurance; pension valuation
risks; changes in licenses, security clearances, or other legal rights
to operate, manage our work force or import and export as needed;
compliance costs; regulatory actions or sanctions; litigation,
including customer, creditor, stockholder, environmental or
asbestos-related claims; war, terrorism or political uncertainty;
disasters; unknown risks and uncertainties; or risk factors in our SEC
filings.
CONTACT: Sypris Solutions, Inc., Louisville
David D. Johnson, 502-329-2000