Delaware
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0-24020
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61-1321992
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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101 Bullitt Lane, Suite 450
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Louisville, Kentucky
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40222
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(Address of Principal
Executive Offices)
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(Zip Code)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
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☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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SYPR
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The Nasdaq Global Select Market
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Section 2 – Financial Information | |
Item 2.02
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Results of Operations and Financial Condition.
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On November 12, 2019, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended September 29, 2019. 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.
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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.
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Section 7 – Regulation FD
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Item 7.01
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Regulation FD Disclosure.
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On November 12, 2019, Sypris Solutions, Inc. (the “Company”) announced its financial results for the third quarter ended September 29, 2019. 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.
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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.
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Section 9 – Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description of Exhibit
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99 |
Press release issued November 12, 2019. |
Dated: November 12, 2019 | Sypris Solutions, Inc. | ||
By:
|
/s/ Anthony C. Allen | ||
Anthony C. Allen | |||
Vice President & Chief Financial Officer | |||
Exhibit
Number
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Description
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Exhibit 99 |
Gross Margin Expands 480 Basis Points
LOUISVILLE, Ky.--(BUSINESS WIRE)--November 12, 2019--Sypris Solutions, Inc. (Nasdaq/GM: SYPR) today reported financial results for its third quarter ended September 29, 2019. Having completed a series of strategic initiatives over the past several years, Sypris Solutions is now better positioned to achieve long-term growth and a return to profitable operations. These steps have included reducing and realigning its cost structure while diversifying its book of business in terms of both customers and markets.
Results for the third quarter of 2019 reflected year-over-year gains in revenue and gross margin; however, our performance was impacted by lower than expected shipments for Sypris Electronics that related primarily to two specific supply chain challenges early in the quarter. Sypris Technologies delivered another profitable quarter with gross margin of 16.1% compared with 8.9% in the prior year.
HIGHLIGHTS
─────────────────────
─────────────────────
“We are pleased with the year-over-year revenue growth at Sypris Technologies,” commented Jeffrey T. Gill, president and chief executive officer. “Shipments of energy related products remained strong in the quarter, reflecting demand from domestic as well as international customers. Sales within the commercial vehicle market also performed well in spite of signals of reduced demand due to Class 8 production ramping down beginning late in the third quarter. Our margins for both the quarter and year-to-date periods have been impacted by additional costs associated with implementing the processes and equipment infrastructure for new programs launching this year, but are not expected to carry over into 2020.
“The financial results of Sypris Electronics were affected during the third quarter by two discrete material issues which resulted in lower shipment levels than planned. The first issue involved a temporary interruption in the supply of a coating applied by a subcontractor to one of the components used on a high volume program. The second issue involved a delay in the prime contractor’s approval of a substitute component on a program after our customer had previously approved the component. Both of these issues were resolved late in the third quarter allowing shipments to rebound to normal run rates by quarter end.”
Concluding, Mr. Gill said, “While we continue to onboard new programs in each of our primary markets, we adjusted our guidance for 2019 to reflect the supply chain challenges that dampened revenue in the third quarter and softer demand beginning in the fourth quarter in the commercial vehicle market. Our customer base and the markets we serve are considerably more diversified than at any point in our recent history and we are confident we can offset the cyclical market volatility with new program revenue as we approach our 2020 business planning cycle.”
Third Quarter Results
The Company reported revenue of $22.3 million for the third quarter, compared to $21.1 million for the prior-year period. Additionally, the Company reported a net loss of $1.6 million, or $0.07 per share, compared to a net loss of $2.3 million, or $0.11 per share, for the prior-year period.
For the nine months ended September 29, 2019, the Company reported revenue of $66.3 million compared with $64.0 million for the first nine months of 2018. The Company reported a net loss for the nine-month period of $3.1 million, or $0.15 per share, compared with a net loss of $3.3 million, or $0.16 per share, for the prior-year period. Results for the nine months ended September 29, 2019, include a gain of $1.5 million in connection with a contract settlement with one of its customers and a gain of $0.5 million on the sale of excess equipment. Results for the nine months ended September 29, 2018, included an insurance recovery gain of $2.3 million, which was partially offset by a loss of $0.2 million on the sale of excess equipment.
Sypris Technologies
Revenue for Sypris Technologies was $15.7 million in the third quarter, compared to $14.9 million for the prior-year period, primarily reflecting an increase in energy related product sales and price increases for a commercial vehicle program implemented during the fourth quarter of 2018. Gross profit for the quarter was $2.5 million, or 16.1% of revenue, compared to $1.3 million, or 8.9% of revenue, for the same period in 2018.
Sypris Electronics
Revenue for Sypris Electronics was $6.6 million in the third quarter, compared to $6.2 million for the prior-year period. Revenue for the quarter was affected by the supply chain issues previously discussed which also drove gross profit lower than expected. Gross profit for the quarter was a loss of $0.2 million compared to a loss of $0.1 million for the prior-year period. Gross profit for the quarter further included the impact of inventory related charges of $0.3 million for a quarter-end physical inventory adjustment and excess and obsolete inventory reserves of $0.1 million.
Outlook
Commenting on the future, Mr. Gill added, “We anticipate new contract awards in each of our targeted markets for energy, automotive, commercial vehicle, and aerospace and defense products as well as new electronics programs.
“The recent demand volatility in the commercial vehicle market is anticipated to put downward pressure on volumes as we enter the fourth quarter of 2019. However, the ramp up of the recently announced new programs is expected to mitigate the softness coming from the commercial vehicle market. The energy market continues to benefit from strong oil and natural gas infrastructure development providing opportunities to grow revenue from our product offerings. Both the House and Senate versions of the Fiscal Year 2020 National Defense Authorization Act would provide over $700 billion of funding for the Department of Defense. Maintaining defense spending at this level is expected to support program growth and market expansion for aerospace and defense participants during the coming year.
“Our revenue outlook for the fourth quarter is forecasted to be in the range of $23-$25 million and gross margin is forecasted to be in the range of 15%-17%. Our preliminary outlook for 2020 includes revenue of $95-$105 million and gross margin continuing in the range of 15%-17%.”
Sypris Solutions is a diversified provider of truck components, oil and gas pipeline components and aerospace and defense electronics. The Company performs a wide range of manufacturing services, often under multi-year, sole-source contracts. For more information about Sypris Solutions, visit its Web site at www.sypris.com.
Forward Looking Statements
This press release contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements include our plans and expectations of future financial and operational performance. Each forward-looking statement herein is subject to risks and uncertainties, as detailed in our most recent Form 10-K and Form 10-Q and other SEC filings. Briefly, we currently believe that such risks also include the following: the quantitative effects of the restatement of our previously issued unaudited consolidated interim financial statements as of and for the quarter ended March 31, 2019; the effectiveness of our internal control over financial reporting and our disclosure controls and procedures; our failure to return to profitability on a timely basis by steadily increasing our revenues from profitable contracts with a diversified group of customers, which would cause us to continue to use existing cash resources or other assets to fund operating losses; our failure to achieve targeted gains and cash proceeds from the anticipated sale of certain equipment; dependence on, retention or recruitment of key employees; the cost, quality, timeliness, efficiency and yield of our operations and capital investments, including the impact of tariffs, product recalls or related liabilities, employee training, working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; cost, quality and availability of raw materials such as steel, component parts (especially electronic components), natural gas or utilities; our reliance on a few key customers, third party vendors and sub-suppliers; continued shortages and extensive lead-times for electronic components; inventory valuation risks including excessive or obsolescent valuations or price erosions of raw materials or component parts on hand or other potential impairments, non-recoverability or write-offs of assets or deferred costs; other potential weaknesses in internal controls over financial reporting and enterprise risk management; disputes or litigation involving governmental, supplier, customer, employee, creditor, stockholder, product liability or environmental claims; the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; failure to adequately insure or to identify environmental or other insurable risks; unanticipated or uninsured disasters, losses or business risks; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; our failure to successfully complete final contract negotiations with regard to our announced contract “orders”, “wins” or “awards”; volatility of our customers’ forecasts, scheduling demands and production levels which negatively impact our operational capacity and our effectiveness to integrate new customers or suppliers, and in turn cause increases in our inventory and working capital levels; the costs of compliance with our auditing, regulatory or contractual obligations; our inability to develop new or improved products or new markets for our products; labor relations; strikes; union negotiations; pension valuation, health care or other benefit costs; our inability to patent or otherwise protect our inventions or other intellectual property from potential competitors; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; our ability to maintain compliance with the NASDAQ listing standards; U.S. government spending on products and services that Sypris Electronics 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; risks of foreign operations; currency exchange rates; war, terrorism, or political uncertainty; cyber security threats and disruptions; inaccurate data about markets, customers or business conditions; or unknown risks and uncertainties.
SYPRIS SOLUTIONS, INC. | |||||||||||||
Financial Highlights | |||||||||||||
(In thousands, except per share amounts) | |||||||||||||
Three Months Ended | |||||||||||||
September 29, | September 30, | ||||||||||||
2019 |
2018 |
||||||||||||
(Unaudited) | |||||||||||||
Revenue |
$ |
22,259 |
|
$ |
21,101 |
|
|||||||
Net loss |
$ |
(1,557 |
) |
$ |
(2,336 |
) |
|||||||
Loss per common share: | |||||||||||||
Basic |
$ |
(0.07 |
) |
$ |
(0.11 |
) |
|||||||
Diluted |
$ |
(0.07 |
) |
$ |
(0.11 |
) |
|||||||
Weighted average shares outstanding: | |||||||||||||
Basic |
|
20,941 |
|
|
20,555 |
|
|||||||
Diluted |
|
20,941 |
|
|
20,555 |
|
|||||||
Nine Months Ended | |||||||||||||
September 29, | September 30, | ||||||||||||
2019 |
2018 |
||||||||||||
(Unaudited) | |||||||||||||
Revenue |
$ |
66,267 |
|
$ |
64,014 |
|
|||||||
Net loss |
$ |
(3,090 |
) |
$ |
(3,317 |
) |
|||||||
Loss per common share: | |||||||||||||
Basic |
$ |
(0.15 |
) |
$ |
(0.16 |
) |
|||||||
Diluted |
|
(0.15 |
) |
|
(0.16 |
) |
|||||||
Weighted average shares outstanding: | |||||||||||||
Basic |
|
20,829 |
|
|
20,497 |
|
|||||||
Diluted |
|
20,829 |
|
|
20,497 |
|
|||||||
Sypris Solutions, Inc. | |||||||||||||||||||
Consolidated Statements of Operations | |||||||||||||||||||
(in thousands, except for per share data) | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 29, | September 30, | September 29, | September 30, | ||||||||||||||||
2019 |
2018 |
2019 |
2018 |
||||||||||||||||
(Unaudited) | (Unaudited) | ||||||||||||||||||
Net revenue: | |||||||||||||||||||
Sypris Technologies |
$ |
15,654 |
|
$ |
14,852 |
|
$ |
48,673 |
|
$ |
44,686 |
|
|||||||
Sypris Electronics |
|
6,605 |
|
|
6,249 |
|
|
17,594 |
|
|
19,328 |
|
|||||||
Total net revenue |
|
22,259 |
|
|
21,101 |
|
|
66,267 |
|
|
64,014 |
|
|||||||
Cost of sales: | |||||||||||||||||||
Sypris Technologies |
|
13,140 |
|
|
13,523 |
|
|
40,892 |
|
|
39,320 |
|
|||||||
Sypris Electronics |
|
6,793 |
|
|
6,376 |
|
|
18,200 |
|
|
18,527 |
|
|||||||
Total cost of sales |
|
19,933 |
|
|
19,899 |
|
|
59,092 |
|
|
57,847 |
|
|||||||
Gross profit (loss): | |||||||||||||||||||
Sypris Technologies |
|
2,514 |
|
|
1,329 |
|
|
7,781 |
|
|
5,366 |
|
|||||||
Sypris Electronics |
|
(188 |
) |
|
(127 |
) |
|
(606 |
) |
|
801 |
|
|||||||
Total gross profit |
|
2,326 |
|
|
1,202 |
|
|
7,175 |
|
|
6,167 |
|
|||||||
Selling, general and administrative |
|
3,148 |
|
|
2,942 |
|
|
10,206 |
|
|
9,261 |
|
|||||||
Severance, relocation and other costs |
|
190 |
|
|
274 |
|
|
391 |
|
|
1,088 |
|
|||||||
Operating loss |
|
(1,012 |
) |
|
(2,014 |
) |
|
(3,422 |
) |
|
(4,182 |
) |
|||||||
Interest expense, net |
|
227 |
|
|
231 |
|
|
676 |
|
|
665 |
|
|||||||
Other expense (income), net |
|
286 |
|
|
56 |
|
|
(1,156 |
) |
|
(1,651 |
) |
|||||||
Loss before taxes |
|
(1,525 |
) |
|
(2,301 |
) |
|
(2,942 |
) |
|
(3,196 |
) |
|||||||
Income tax expense, net |
|
32 |
|
|
35 |
|
|
148 |
|
|
121 |
|
|||||||
Net Loss |
$ |
(1,557 |
) |
$ |
(2,336 |
) |
$ |
(3,090 |
) |
$ |
(3,317 |
) |
|||||||
Loss per common share: | |||||||||||||||||||
Basic |
$ |
(0.07 |
) |
$ |
(0.11 |
) |
$ |
(0.15 |
) |
$ |
(0.16 |
) |
|||||||
Diluted |
$ |
(0.07 |
) |
$ |
(0.11 |
) |
$ |
(0.15 |
) |
$ |
(0.16 |
) |
|||||||
Dividends declared per common share |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|||||||
Weighted average shares outstanding: | |||||||||||||||||||
Basic |
|
20,941 |
|
|
20,555 |
|
|
20,829 |
|
|
20,497 |
|
|||||||
Diluted |
|
20,941 |
|
|
20,555 |
|
|
20,829 |
|
|
20,497 |
|
|||||||
Sypris Solutions, Inc. | |||||||||||
Consolidated Balance Sheets | |||||||||||
(in thousands, except for share data) | |||||||||||
September 29, | December 31, | ||||||||||
2019 |
2018 |
||||||||||
(Unaudited) | (Note) | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents |
$ |
7,053 |
|
$ |
10,704 |
|
|||||
Accounts receivable, net |
|
8,668 |
|
|
9,881 |
|
|||||
Inventory, net |
|
20,566 |
|
|
18,584 |
|
|||||
Other current assets |
|
4,672 |
|
|
4,755 |
|
|||||
Assets held for sale |
|
1,288 |
|
|
1,474 |
|
|||||
Total current assets |
|
42,247 |
|
|
45,398 |
|
|||||
Property, plant and equipment, net |
|
13,262 |
|
|
14,655 |
|
|||||
Operating lease right-of-use assets |
|
7,123 |
|
|
- |
|
|||||
Other assets |
|
1,599 |
|
|
1,515 |
|
|||||
Total assets |
$ |
64,231 |
|
$ |
61,568 |
|
|||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable |
$ |
10,098 |
|
$ |
13,427 |
|
|||||
Accrued liabilities |
|
16,557 |
|
|
14,965 |
|
|||||
Operating lease liabilities, current portion |
|
820 |
|
|
- |
|
|||||
Finance lease obligations, current portion |
|
666 |
|
|
593 |
|
|||||
Total current liabilities |
|
28,141 |
|
|
28,985 |
|
|||||
Note payable - related party |
|
6,460 |
|
|
6,449 |
|
|||||
Operating lease liabilities, net of current portion |
|
7,131 |
|
|
- |
|
|||||
Finance lease obligations, net of current portion |
|
2,535 |
|
|
2,804 |
|
|||||
Other liabilities |
|
6,552 |
|
|
8,496 |
|
|||||
Total liabilities |
|
50,819 |
|
|
46,734 |
|
|||||
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; | |||||||||||
21,324,618 shares issued and 21,308,426 outstanding in 2019 and | |||||||||||
21,414,374 shares issued and 21,398,182 outstanding in 2018 |
|
214 |
|
|
214 |
|
|||||
Additional paid-in capital |
|
154,640 |
|
|
154,388 |
|
|||||
Accumulated deficit |
|
(116,574 |
) |
|
(114,926 |
) |
|||||
Accumulated other comprehensive loss |
|
(24,868 |
) |
|
(24,842 |
) |
|||||
Treasury stock, 16,192 in 2019 and 2018 |
|
- |
|
|
- |
|
|||||
Total stockholders’ equity |
|
13,412 |
|
|
14,834 |
|
|||||
Total liabilities and stockholders’ equity |
$ |
64,231 |
|
$ |
61,568 |
|
|||||
Note: The balance sheet at December 31, 2018, 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) | |||||||||||||
Nine Months Ended | |||||||||||||
September 29, | September 30, | ||||||||||||
2019 |
2018 |
||||||||||||
(Unaudited) | |||||||||||||
Cash flows from operating activities: | |||||||||||||
Net loss |
$ |
(3,090 |
) |
$ |
(3,317 |
) |
|||||||
Adjustments to reconcile net loss to net cash used in operating activities: |
|||||||||||||
Depreciation and amortization |
|
2,106 |
|
|
1,988 |
|
|||||||
Stock-based compensation expense |
|
389 |
|
|
493 |
|
|||||||
Deferred loan costs recognized |
|
11 |
|
|
11 |
|
|||||||
Net (gain) loss on the sale of assets |
|
(467 |
) |
|
241 |
|
|||||||
Insurance recovery gain |
|
- |
|
|
(2,275 |
) |
|||||||
Provision for excess and obsolete inventory |
|
503 |
|
|
(125 |
) |
|||||||
Non-cash lease expense |
|
541 |
|
|
- |
|
|||||||
Other noncash items |
|
(122 |
) |
|
127 |
|
|||||||
Contributions to pension plans |
|
(348 |
) |
|
(77 |
) |
|||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable |
|
1,198 |
|
|
(2,164 |
) |
|||||||
Inventory |
|
(2,485 |
) |
|
(2,184 |
) |
|||||||
Prepaid expenses and other assets |
|
23 |
|
|
(2,681 |
) |
|||||||
Accounts payable |
|
(3,314 |
) |
|
4,007 |
|
|||||||
Accrued and other liabilities |
|
1,908 |
|
|
4,891 |
|
|||||||
Net cash used in operating activities |
|
(3,147 |
) |
|
(1,065 |
) |
|||||||
Cash flows from investing activities: | |||||||||||||
Capital expenditures |
|
(553 |
) |
|
(1,321 |
) |
|||||||
Proceeds from sale of assets |
|
653 |
|
|
1,388 |
|
|||||||
Insurance proceeds for recovery of property damage, net |
|
- |
|
|
2,275 |
|
|||||||
Net cash provided by investing activities |
|
100 |
|
|
2,342 |
|
|||||||
Cash flows from financing activities: | |||||||||||||
Capital lease payments |
|
(466 |
) |
|
(691 |
) |
|||||||
Indirect repurchase of shares for minimum statutory tax withholdings |
|
(138 |
) |
|
(107 |
) |
|||||||
Net cash used in financing activities |
|
(604 |
) |
|
(798 |
) |
|||||||
Net (decrease) increase in cash and cash equivalents |
|
(3,651 |
) |
|
479 |
|
|||||||
Cash and cash equivalents at beginning of period |
|
10,704 |
|
|
8,144 |
|
|||||||
Cash and cash equivalents at end of period |
$ |
7,053 |
|
$ |
8,623 |
|
Anthony C. Allen
Chief Financial Officer
(502) 329-2000