Delaware
|
|
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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|
|
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40222
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(Address of Principal
Executive Offices)
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|
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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).
|
|
Emerging growth company
|
[ ]
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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
|
SYPR
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The Nasdaq Global Select Market
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Item 2.02
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Results of Operations and Financial Condition. |
On March 19, 2020, Sypris Solutions, Inc. (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 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. | |
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. |
Item 7.01
|
Results of Operations and Financial Condition. |
On March 19, 2020, Sypris Solutions, Inc. (the “Company”) announced its financial results for the fourth quarter and year ended December 31, 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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|
On March 3, 2020, the Company’s Board of Directors determined the 2020 Annual Meeting of Stockholders will be held on May 12, 2020, at 10:00 a.m. Eastern Time in Louisville, Kentucky.
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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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Item 9.01
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Financial Statements and Exhibits. |
(d) |
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Exhibits. |
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Exhibit Number | Description of Exhibit |
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|
99 | Press release issued March 19, 2020. |
Sypris Solutions, Inc. | ||
Dated: March 19, 2020
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|
|
|
By:
|
/s/ Anthony C. Allen
|
|
|
Anthony C. Allen
|
|
|
Vice President & Chief Financial Officer
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Gross Margins Expand; New Contracts Awarded For 2020
LOUISVILLE, Ky.--(BUSINESS WIRE)--March 19, 2020--Sypris Solutions, Inc. (Nasdaq/GM: SYPR) today reported financial results for its fourth quarter and full-year ended December 31, 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 our cost structure while diversifying our book of business in terms of both customers and markets.
Results for 2019 fundamentally reflected these expectations, especially with respect to Sypris Technologies, with year-over-year gains in revenue and gross margin. However, our performance was impacted by lower than expected shipments for Sypris Electronics in 2019 that related primarily to ongoing shortages of electronic components and resulting labor inefficiencies during the year.
HIGHLIGHTS
─────────────────────
─────────────────────
“Gross margin for Sypris Technologies increased 110 basis points for the fourth quarter and expanded by 330 basis points for the year, despite the reduced demand in the commercial vehicle market at the end of 2019,” 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 from international customers. The reduction of new program launch costs going forward is expected to have a meaningful impact on the financial results of the business beginning in early 2020.
“Revenue for Sypris Electronics increased 30.4% sequentially during the fourth quarter, reflecting the resolution of some of the challenges we have faced during the year with shortages of certain electronic components. As shipments rebound to normal run rates, we will continue to focus on improving operational performance, while recent new contract wins are expected to provide important support for the growth of the business during the coming year.”
Concluding, Mr. Gill said, “The ramp up of the recently announced new program awards is expected to help mitigate the softening within the commercial vehicle market. Our customer base and the markets we serve are considerably more diversified than at any point in our recent history. With that said, the global macroeconomic environment is experiencing uncertainty and volatility as a result of the COVID-19 outbreak, and we are closely monitoring the developments and will act promptly to mitigate the risks to our business as we look forward to 2020.”
Fourth Quarter and Full-Year Results
The Company reported revenue of $21.6 million for the fourth quarter of 2019, compared to $24.0 million for the prior-year period. Additionally, the Company reported a net loss of $0.9 million for the fourth quarter, or $0.04 per share, compared to a net loss of $0.2 million, or $0.01 per share, for the prior-year period. The results for the quarter ended December 31, 2018, included a benefit in selling, general and administrative expense of $1.9 million for the favorable resolution of a legal fee dispute.
For the full-year 2019, the Company reported revenue of $87.9 million compared with $88.0 million for the prior year. The Company reported a net loss of $3.9 million for 2019, or $0.19 per share, compared with a net loss of $3.5 million, or $0.17 per share, for 2018. Results for 2019 include a gain of $1.5 million in connection with a contract settlement with one of our customers and a gain of $0.7 million on the sale of excess equipment, partially offset by costs of $0.5 million related to preparing the Broadway facility for sale. In addition to the $1.9 million legal fee benefit recorded in the fourth quarter of 2018, results for 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 and costs of $1.4 million related to preparing the Broadway facility for sale or other use.
Sypris Technologies
Revenue for Sypris Technologies was $13.0 million in the fourth quarter of 2019, compared to $15.1 million for the prior-year period, reflecting the inventory rebalancing at year-end by certain customers and the softness in the commercial vehicle market, partially offset by an increase in energy related product sales. Gross profit for the fourth quarter was $2.0 million, or 15.4% of revenue, compared to $2.2 million, or 14.3% of revenue, for the same period in 2018.
Sypris Electronics
Revenue for Sypris Electronics was $8.6 million in the fourth quarter of 2019, compared to $8.8 million for the prior-year period. Revenue for the quarter was affected by a delay in production resulting from final pricing negotiations on a follow-on program and the supply chain issues discussed above. Gross profit for the quarter was $0.7 million, or 8.2% of revenue, compared to a loss of $0.8 million, or 8.5% or revenue, for the same period in 2018. Gross profit for the quarter ended December 31, 2018, included a $0.4 million physical inventory adjustment and additional excess and obsolete inventory reserves of $0.5 million.
Outlook
Commenting on the future, Mr. Gill added, “The ramp up of the recently announced new programs is expected to mitigate the expected softness coming from the Class 8 commercial vehicle market. The President of the United States’ proposed Fiscal Year 2021 budget request would provide $740 billion of funding for national security, $705 billion of which is 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 years. The energy market has benefited from oil and natural gas infrastructure development providing opportunities to grow revenue from our product offerings.
“Our performance in early 2020 has improved sequentially from the fourth quarter of 2019 and is consistent with the outlook discussed on our previous earnings call in November. At this point our business has not been materially impacted by COVID-19, but the environment appears to be changing rapidly with regard to customers, suppliers and public policy, and we are paying close attention to developments on a daily basis. First and foremost, we are focused on the health and safety of our employees, their families and our customers. We are closely monitoring local, state and federal government agencies and will follow all recommendations. The extent and duration of the impacts that COVID-19 may have on our business are not known at this time, but we are monitoring developments in order to be in a position to take appropriate action.”
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. Such statements may relate to projections of the company’s revenue, earnings, and other financial and operational measures, our liquidity, our ability to mitigate or manage disruptions posed by COVID-19, and the impact of COVID-19 and economic conditions on our future operations, among other matters. 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 impact of COVID-19 and economic conditions on our future operations; possible public policy response to the pandemic, including legislation or restrictions that may impact our operations or supply chain; 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; the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; dependence on, retention or recruitment of key employees and distribution of our human capital; 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; our inability to develop new or improved products or new markets for our products; cost, quality and availability of raw materials such as steel, component parts (especially electronic components), natural gas or utilities; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; 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; failure to adequately insure or to identify environmental or other insurable risks; unanticipated or uninsured disasters, public health crises, losses or business risks; 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; 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. We undertake no obligation to update our forward-looking statements, except as may be required by law.
SYPRIS SOLUTIONS, INC. | |||||||||||||
Financial Highlights | |||||||||||||
(In thousands, except per share amounts) | |||||||||||||
Three Months Ended | |||||||||||||
December 31, | |||||||||||||
|
2019 |
|
|
2018 |
|
||||||||
(Unaudited) |
|||||||||||||
Revenue |
$ |
21,624 |
|
$ |
23,955 |
|
|||||||
Net loss |
$ |
(859 |
) |
$ |
(188 |
) |
|||||||
Loss per common share: | |||||||||||||
Basic |
$ |
(0.04 |
) |
$ |
(0.01 |
) |
|||||||
Diluted |
$ |
(0.04 |
) |
$ |
(0.01 |
) |
|||||||
Weighted average shares outstanding: | |||||||||||||
Basic |
20,974 |
|
20,555 |
|
|||||||||
Diluted |
20,974 |
|
20,555 |
|
|||||||||
|
Year Ended | ||||||||||||
December 31, | |||||||||||||
|
2019 |
|
|
2018 |
|
||||||||
(Unaudited) | |||||||||||||
Revenue |
$ |
87,891 |
|
$ |
87,969 |
|
|||||||
Net loss |
$ |
(3,949 |
) |
$ |
(3,505 |
) |
|||||||
Loss per common share: | |||||||||||||
Basic |
$ |
(0.19 |
) |
$ |
(0.17 |
) |
|||||||
Diluted |
|
(0.19 |
) |
|
(0.17 |
) |
|||||||
Weighted average shares outstanding: | |||||||||||||
Basic |
20,865 |
|
20,512 |
|
|||||||||
Diluted |
|
20,865 |
|
|
20,512 |
|
Sypris Solutions, Inc. | ||||||||||||||||||
Consolidated Statements of Operations | ||||||||||||||||||
(in thousands, except for per share data) | ||||||||||||||||||
Three Months Ended | Year Ended | |||||||||||||||||
December 31, | December 31, | |||||||||||||||||
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
|||||||
(Unaudited) | (Unaudited) | |||||||||||||||||
Net revenue: | ||||||||||||||||||
Sypris Technologies |
$ |
13,010 |
|
$ |
15,130 |
|
$ |
61,683 |
|
$ |
59,816 |
|
||||||
Sypris Electronics |
|
8,614 |
|
|
8,825 |
|
|
26,208 |
|
|
28,153 |
|
||||||
Total net revenue |
|
21,624 |
|
|
23,955 |
|
|
87,891 |
|
|
87,969 |
|
||||||
Cost of sales: | ||||||||||||||||||
Sypris Technologies |
|
11,006 |
|
|
12,973 |
|
|
51,898 |
|
|
52,293 |
|
||||||
Sypris Electronics |
|
7,910 |
|
|
9,577 |
|
|
26,110 |
|
|
28,104 |
|
||||||
Total cost of sales |
|
18,916 |
|
|
22,550 |
|
|
78,008 |
|
|
80,397 |
|
||||||
Gross profit (loss): | ||||||||||||||||||
Sypris Technologies |
|
2,004 |
|
|
2,157 |
|
|
9,785 |
|
|
7,523 |
|
||||||
Sypris Electronics |
|
704 |
|
|
(752 |
) |
|
98 |
|
|
49 |
|
||||||
Total gross profit |
|
2,708 |
|
|
1,405 |
|
|
9,883 |
|
|
7,572 |
|
||||||
Selling, general and administrative |
|
3,474 |
|
|
1,213 |
|
|
13,680 |
|
|
10,474 |
|
||||||
Severance, relocation and other costs |
|
118 |
|
|
306 |
|
|
509 |
|
|
1,394 |
|
||||||
Operating loss |
|
(884 |
) |
|
(114 |
) |
|
(4,306 |
) |
|
(4,296 |
) |
||||||
Interest expense, net |
|
227 |
|
|
185 |
|
|
903 |
|
|
850 |
|
||||||
Other (income) expense, net |
|
(100 |
) |
|
215 |
|
|
(1,256 |
) |
|
(1,436 |
) |
||||||
Loss before taxes |
|
(1,011 |
) |
|
(514 |
) |
|
(3,953 |
) |
|
(3,710 |
) |
||||||
Income tax expense, net |
|
(152 |
) |
|
(326 |
) |
|
(4 |
) |
|
(205 |
) |
||||||
Net Loss |
$ |
(859 |
) |
$ |
(188 |
) |
$ |
(3,949 |
) |
$ |
(3,505 |
) |
||||||
Loss per common share: | ||||||||||||||||||
Basic |
$ |
(0.04 |
) |
$ |
(0.01 |
) |
$ |
(0.19 |
) |
$ |
(0.17 |
) |
||||||
Diluted |
$ |
(0.04 |
) |
$ |
(0.01 |
) |
$ |
(0.19 |
) |
$ |
(0.17 |
) |
||||||
Dividends declared per common share |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
||||||
Weighted average shares outstanding: | ||||||||||||||||||
Basic |
|
20,974 |
|
|
20,555 |
|
|
20,865 |
|
|
20,512 |
|
||||||
Diluted |
|
20,974 |
|
|
20,555 |
|
|
20,865 |
|
|
20,512 |
|
Sypris Solutions, Inc. | |||||||
Consolidated Balance Sheets | |||||||
(in thousands, except for share data) | |||||||
December 31, |
December 31, |
||||||
|
2019 |
|
|
2018 |
|
||
(Unaudited) | (Note) | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents |
$ |
5,095 |
|
$ |
10,704 |
|
|
Accounts receivable, net |
|
7,444 |
|
|
9,881 |
|
|
Inventory, net |
|
20,784 |
|
|
18,584 |
|
|
Other current assets |
|
4,282 |
|
|
4,755 |
|
|
Assets held for sale |
|
2,233 |
|
|
1,474 |
|
|
Total current assets |
|
39,838 |
|
|
45,398 |
|
|
Property, plant and equipment, net |
|
11,675 |
|
|
14,655 |
|
|
Operating lease right-of-use assets |
|
7,014 |
|
|
- |
|
|
Other assets |
|
1,529 |
|
|
1,515 |
|
|
Total assets |
$ |
60,056 |
|
$ |
61,568 |
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable |
$ |
9,346 |
|
$ |
13,427 |
|
|
Accrued liabilities |
|
12,495 |
|
|
14,965 |
|
|
Operating lease liabilities, current portion |
|
841 |
|
|
- |
|
|
Finance lease obligations, current portion |
|
684 |
|
|
593 |
|
|
Total current liabilities |
|
23,366 |
|
|
28,985 |
|
|
Note payable - related party |
|
6,463 |
|
|
6,449 |
|
|
Operating lease liabilities, net of current portion |
|
6,906 |
|
|
- |
|
|
Finance lease obligations, net of current portion |
|
2,351 |
|
|
2,804 |
|
|
Other liabilities |
|
7,539 |
|
|
8,496 |
|
|
Total liabilities |
|
46,625 |
|
|
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 21,298,426 outstanding in 2019 and 21,414,374 shares issued and 21,398,182 outstanding in 2018 |
|
213 |
|
|
214 |
|
|
Additional paid-in capital |
|
154,702 |
|
|
154,388 |
|
|
Accumulated deficit |
|
(117,433 |
) |
|
(114,926 |
) |
|
Accumulated other comprehensive loss |
|
(24,051 |
) |
|
(24,842 |
) |
|
Treasury stock, 26,192 and 16,192 in 2019 and 2018, respectively |
|
- |
|
|
- |
|
|
Total stockholders’ equity |
|
13,431 |
|
|
14,834 |
|
|
Total liabilities and stockholders’ equity |
$ |
60,056 |
|
$ |
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) | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
|
2019 |
|
|
2018 |
|
|||
(Unaudited) | ||||||||
Cash flows from operating activities: | ||||||||
Net loss |
$ |
(3,949 |
) |
$ |
(3,505 |
) |
||
Adjustments to reconcile net loss to net cash | ||||||||
(used in) provided by operating activities: | ||||||||
Depreciation and amortization |
|
2,671 |
|
|
2,648 |
|
||
Deferred income taxes |
|
(260 |
) |
|
(509 |
) |
||
Non-cash compensation expense |
|
469 |
|
|
637 |
|
||
Deferred loan costs recognized |
|
11 |
|
|
14 |
|
||
Net (gain) loss on the sale of assets |
|
(654 |
) |
|
249 |
|
||
Insurance recovery gain |
|
- |
|
|
(2,275 |
) |
||
Settlement gain |
|
- |
|
|
(1,890 |
) |
||
Provision for excess and obsolete inventory |
|
616 |
|
|
520 |
|
||
Non-cash lease expense |
|
650 |
|
|
- |
|
||
Other noncash items |
|
(69 |
) |
|
278 |
|
||
Contributions to pension plans |
|
(382 |
) |
|
(77 |
) |
||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable |
|
2,425 |
|
|
(612 |
) |
||
Inventory |
|
(2,823 |
) |
|
(2,857 |
) |
||
Prepaid expenses and other assets |
|
560 |
|
|
(1,163 |
) |
||
Accounts payable |
|
(4,066 |
) |
|
2,948 |
|
||
Accrued and other liabilities |
|
(1,019 |
) |
|
7,486 |
|
||
Net cash (used in) provided by operating activities |
|
(5,820 |
) |
|
1,892 |
|
||
Cash flows from investing activities: | ||||||||
Capital expenditures |
|
(859 |
) |
|
(2,051 |
) |
||
Proceeds from sale of assets |
|
1,858 |
|
|
1,380 |
|
||
Insurance proceeds for recovery of property damage, net |
|
- |
|
|
2,275 |
|
||
Net cash provided by investing activities |
|
999 |
|
|
1,604 |
|
||
Cash flows from financing activities: | ||||||||
Finance lease payments |
|
(632 |
) |
|
(829 |
) |
||
Indirect repurchase of shares for minimum statutory tax withholdings |
|
(156 |
) |
|
(107 |
) |
||
Net cash used in financing activities |
|
(788 |
) |
|
(936 |
) |
||
Net (decrease) increase in cash and cash equivalents |
|
(5,609 |
) |
|
2,560 |
|
||
Cash and cash equivalents at beginning of period |
|
10,704 |
|
|
8,144 |
|
||
Cash and cash equivalents at end of period |
$ |
5,095 |
|
$ |
10,704 |
|
||
Anthony C. Allen
Chief Financial Officer
(502) 329-2000