Making the
right moves
2012 ANNUAL REPORT
Financial Highlights
($ in millions, except for per share data)
Revenue
10.5%
$336
12.8%
$342
9.3%
$267
Gross Profit
Gross Margin
12.8%
$44
12.8%
12.8%
10.5%
$35
9.3%
$25
10.5%
10.5%
9.3%
9.3%
10
10
11
11
12
12
10
10
11
11
12
12
10
10
11
11
12
12
Gross Margin
Gross Margin
Gross Margin
Operating Income
Income*
Diluted EPS*
12.8
$9
10.5
%
$6
$10
12.8
$8
$0.50
12.8
$0.43
($7)
10
11
12
($10)
-
10
2.0%
11
12
($0.52)
-
10
2.0%
11
12
* From Continuing Operations
Dear Fellow Stockholders:
We are pleased to report that 2012 represented another year of
accomplishment for Sypris Solutions, one in which the
Company’s margins and earnings continued to expand at a rate
in excess of its top line growth.
The Company’s profit performance reflected the impact of
extensive efforts to expand international sales, introduce new
technologies, increase productivity and eliminate inefficiencies
during the year.
The results were encouraging. While revenue for the year
increased 2% to $342 million from $336 million for the prior
year, gross profit increased 24% to $44 million, up from $35
million in 2011. Gross margin increased by 230 basis points to
12.8%, up from 10.5% in 2011.
The financial performance by each of our business segments
highlighted our drive to improve profitability during the year.
Revenue for our Industrial Group increased 5% to $286 million,
while gross profit increased 13% to $31 million, up from $27
million in 2011. Gross margin increased by 80 basis points to
10.8%, up from 10.0% in 2011.
Revenue for our Electronics Group declined 11% to $56 million,
while gross profit jumped 62% to $13 million, up from $8 million
in 2011. Gross margin nearly doubled to 23.0%, up from 12.7%
in 2011.
The Company’s consolidated results from continuing operations
reflected these strong improvements, with income climbing 22%
to over $10 million, while earnings increased 16% to $0.50 per
diluted share, up from $0.43 per diluted share in 2011.
In March 2012, the Company’s Board of Directors voted to
reinstate the cash dividend on its common stock at an annual
rate of $0.08 per diluted share, which approximated a 2.0%
yield, based upon the share price at that time.
In June 2012, the Company was added to the Russell 2000
Index as part of the annual reconstitution of the Index, thereby
increasing the Company’s visibility with investors and
institutions that rely upon the Russell indexes as part of their
investment strategy.
The year was not without its challenges, however. The North
American production of heavy-duty commercial vehicles
declined by 26% from the second quarter to the fourth quarter
of 2012, resulting in a $45 million reduction in second half
revenue from the Company’s customers in our Industrial Group.
The team in charge of this segment responded well to the
situation, maintaining margins, inventory turns and strategically
reducing the Company’s investment in working capital. No small
feat, we can assure you.
Sypris Solutions Inc. 2012 Annual Report
15091294
About Sypris
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.
In our Electronics Group, budgetary and funding uncertainties
within the U.S. Department of Defense impacted the flow and
timing of orders, the result of which affected shipments from
quarter to quarter during the year.
In our Electronics Group, we expect the market to be quite
dynamic during 2013, as companies deal with the fallout
associated with U.S. Department of Defense funding issues and
uncertainties arising from the lack of direction in Washington.
The good news was mentioned earlier. Despite the variability of
and decline in revenue during the year, gross profit and gross
margins increased significantly in the Electronics Group as a
result of a much improved product mix. In short, the team
performed admirably in the face of adverse circumstances.
Against this backdrop, we will continue to leverage our
established position and 48 years of expertise in cryptographic
key management to increase our international product sales
and market penetration in Australia, New Zealand, Japan, India
and NATO countries.
The financial results for the second half of the year also
reflected the impact of an unfavorable binding arbitration
settlement and the write-off of pre-contract costs as a result of
the uncertainties emanating from sequestration.
In summary, 2012 marked another year of important progress
and accomplishment for the Company. The continued
expansion of the Company’s margins and profitability during the
year reflected the impact of these many achievements, the
result of which is expected to position the Company for further
success during 2013.
As we look to the future, we see a number of opportunities to
further improve the performance of our business and expand
the market penetration of each of our segments.
In our Industrial Group, we expect the commercial vehicle
market to strengthen during 2013, which should provide some
lift to revenue and earnings, especially when compared to the
fourth quarter of 2012.
We will continue our focus on the elimination of inefficiencies
through the use of Lean tools in each of our operations. We
have engaged Toyota to help accelerate these efforts through
the introduction of the Toyota Production System, with the
objective of driving costs down and building quality into
everything that we do.
We will continue to invest in advanced manufacturing
capabilities to improve quality and reliability, reduce cycle times,
and insure responsiveness. We are also increasing our
investment in product engineering to reduce the weight and
improve the manufacturability of our customers’ products.
We expect to benefit during the year from increased shipments
to customers in Brazil and Mexico, and to agricultural
customers in the U.S., as these new programs ramp up to full
volume.
We see additional growth potential for electronic design and
manufacturing services for Space and Deep Sea applications,
where the cost of failure is simply unacceptable. We expect that
new programs with ITT, Tyco, L-3 Communications, Lockheed
Martin and Northrop Grumman will serve as a solid foundation
for the future expansion of this business.
We will also pursue the synergistic acquisition of specialty
electronic manufacturers that compete in these markets, with
the objective of further accelerating our penetration with new
and existing customers.
We will continue to partner with leading universities, such as
Purdue’s CERIAS and Carnegie Mellon’s CyLab, to develop
new, patented technologies for emerging applications, such as
our project with the Department of Energy to secure the Smart
Grid.
And finally, with the increased attention to advanced cyber
threats, the opportunity to provide customers with the tools to
defend their systems from attack is expanding rapidly. We
believe that our experience configuring secure systems and
networks has put us in a unique position to provide Cyber
Range product offerings to fill critical security training gaps for
domestic and international customers.
As always, we close with a note of thanks. We appreciate the
dedication and commitment of our fellow employees, many of
whom are also stockholders. We count on their passion for
excellence in all that they do to help Sypris grow and evolve
into an increasingly successful company.
We also want to thank our customers and stockholders, both of
whom place their trust in Sypris and count on us to meet our
commitments for quality, delivery and performance. We
sincerely appreciate your confidence and encourage you to
contact us. We welcome your comments and would be pleased
to answer your questions.
We are looking forward to another year of profitable growth in
serving the natural gas, oil and petrochemical markets, where
global demand for our highly engineered closures, insulated
joints and other specialty piping components continues to be
quite strong.
Sincerely,
And finally, we will continue to evaluate opportunities to expand
our presence in new geographical markets through the
investment in companies that have an established leadership
position in their local markets.
Jeffrey T. Gill
President & CEO
Robert E. Gill
Chairman of the Board
Sypris Solutions Inc. 2012 Annual Report
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
(cid:95)(cid:3)
(cid:134)(cid:3)(cid:3)
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year
ended December 31, 2012.
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the
transition period from ________ to ________.
Commission file number 0-24020
SYPRIS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
(Address of principal executive
offices, including zip code)
61-1321992
(I.R.S. Employer
Identification No.)
(502) 329-2000
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of each class)
(Name of each exchange on which registered)
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
(cid:134) Yes (cid:95) No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
(cid:134) Yes (cid:95) No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. (cid:95) Yes (cid:134) No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).(cid:3)(cid:3)(cid:3)(cid:3)(cid:95) Yes (cid:134) No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:134)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
(cid:134) Non-accelerated filer(cid:3) (cid:95) Smaller reporting company
(cid:134) Large accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (cid:134) Yes (cid:95) No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second
fiscal quarter (July 1, 2012) was $73,412,626.
(cid:134) Accelerated filer(cid:3)
There were 20,044,172 shares of the registrant’s common stock outstanding as of March 5, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Stockholders to be
held May 7, 2013 are incorporated by reference into Part III to the extent described therein.
Table of Contents
Part I
Item 1.
Business .......................................................................................................................................
Item 1A.
Risk Factors .................................................................................................................................
Item 1B.
Unresolved Staff Comments .......................................................................................................
Properties .....................................................................................................................................
Legal Proceedings .......................................................................................................................
Mine Safety Disclosures..............................................................................................................
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities ..................................................................................
Item 6.
Item 7.
Selected Financial Data ...............................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ...
Page
1
8
15
16
17
18
19
20
21
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk .............................................. 30
Item 8.
Item 9.
Financial Statements and Supplementary Data ..........................................................................
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ..
Item 9A.
Controls and Procedures..............................................................................................................
Item 9B.
Other Information ........................................................................................................................
Part III
Item 10.
Directors, Executive Officers and Corporate Governance .........................................................
Item 11.
Executive Compensation .............................................................................................................
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters .............................................................................................................
Item 13.
Certain Relationships and Related Transactions and Director Independence ...........................
Item 14.
Principal Accounting Fees and Services .....................................................................................
31
61
61
61
62
62
62
63
63
Part IV
Item 15.
Exhibits and Financial Statement Schedules ..............................................................................
64
Signature Page ...........................................................................................................................................................
68
In this Annual Report on Form 10-K, “Sypris,” “the Company,” “we,” “us” and “our” refer to Sypris Solutions, Inc.
and its subsidiaries and predecessors, collectively. “Sypris Solutions” and “Sypris” are our trademarks. All other
trademarks, servicemarks or trade names referred to in this Annual Report on Form 10-K are the property of their
respective owners.
PART I
Item 1. Business
General
We were formed as a Delaware corporation in 1997. We are a diversified provider of outsourced services
and specialty products. We perform a wide range of manufacturing, engineering, design and other technical
services, typically under multi-year, sole-source contracts with corporations and government agencies principally in
the markets for industrial manufacturing and aerospace and defense electronics.
We are organized into two business groups, the Industrial Group and the Electronics Group. The Industrial
Group is comprised of Sypris Technologies, Inc. and its subsidiaries, which generates revenue primarily from the
sale of manufacturing services to customers in the market for truck components and assemblies and from the sale of
products to the energy and chemical markets. The Electronics Group is comprised of Sypris Electronics, LLC and
its subsidiary, which generates revenue primarily from the sale of manufacturing services, technical services and
products to customers in the market for aerospace and defense electronics.
We focus on those markets where we believe we have the expertise, qualifications and leadership position
to sustain a competitive advantage. We target our resources to support the needs of industry participants that
embrace multi-year contractual relationships as a strategic component of their supply chain management. These
contracts, many of which are sole-source by part number and are for terms of up to five years, enable us to invest in
leading-edge processes or technologies to help our customers remain competitive. The productivity, flexibility and
economies of scale that can result offer an important opportunity for differentiating ourselves from the competition
when it comes to cost, quality, reliability and customer service.
Industrial Manufacturing Group (the Industrial Group).
Through our Industrial Group, we are a
significant supplier of forged and machined components, serving the commercial vehicle, off highway vehicle, light
truck and energy markets in North America. We produce drive train components including axle shafts, gear sets,
differential cases, steer axle forgings, and other components under multi-year, sole-source contracts with Meritor,
Inc. (Meritor) and Dana Holding Corporation (Dana), the two primary providers of drive train assemblies for use by
the leading truck manufacturers, including Ford Motor Company (Ford), Freightliner LLC (Freightliner), Mack
Trucks, Inc. (Mack), Navistar International Corporation (Navistar), PACCAR, Inc. (PACCAR) and Volvo Truck
Corporation (Volvo). We also supply Meritor with trailer axle beams for use by the leading trailer manufacturers,
including Great Dane Limited Partnership (Great Dane), Hyundai Motor Company (Hyundai), Stoughton
Trailers, LLC (Stoughton), Utility Trailer Manufacturing Company (Utility) and Wabash National Corporation
(Wabash). We continue to support our customers’ strategies to outsource non-core operations by supplying
additional components and providing additional value added operations for drive train assemblies. Over the past
several years, we have implemented a restructuring plan that has allowed us to adjust our overhead and
infrastructure to be in line with current and projected levels of customer demand and market requirements. The plan
has been successful, resulting in significant and permanent cost reductions that have lowered our operating
breakeven level. The plan also included a diversification strategy which has resulted in the recent addition of long-
term agreements with Eaton Corporation (Eaton) and American Axle, under which we supply forgings. We expect
to benefit from these actions in the future as global economic conditions and the strength of the commercial vehicle
industry continue to improve.
Aerospace & Defense Electronics Group (the Electronics Group). Our Electronics Group is organized
around two primary business lines: Information Security Solutions (ISS) and Electronic Manufacturing Services
(EMS).
Information Security Solutions (ISS). Our ISS business provides solutions in cyber security,
(cid:120)
secure communications, global electronic key management, Sypris Data Systems branded products,
and product design and development to the U.S. Government, both defense and civilian agencies,
international government agencies, as well as worldwide defense and aerospace prime organizations.
This group has several long-term contracts with the Department of Defense to design and build
1
information assurance products, including link encryptors, data recording products and electronic key
fill devices.
Electronic Manufacturing Services (EMS). Our EMS business is focused on circuit card and full
(cid:120)
box build manufacturing, dedicated space and high reliability manufacturing, integrated design and
engineering services, systems assembly and integration, design for manufacturability, and design to
specification work. Our customers include large aerospace and defense companies such as Lockheed
Martin Corporation (Lockheed Martin), Northrop Grumman Corporation (Northrop Grumman) and
Raytheon Company (Raytheon).
Our industry’s business environment continues to be shaped by policy and budget decisions and the
economic conditions of the U.S. Government. Recent actions of Congress and the Administration indicate an
ongoing emphasis on federal budget deficit reduction. Near-term budget decisions by the Administration and
Congress may considerably reduce discretionary spending, of which defense constitutes the majority share. In
addition, the Budget Control Act of 2011 (the “Budget Control Act”) commits the U.S. Government to reduce the
federal deficit by $1.2 trillion over ten years through a combination of automatic, across-the-board spending cuts
and caps on discretionary spending. This “sequestration” under the Budget Control Act is split equally between
defense and non-defense programs. Originally scheduled to take effect on January 2, 2013, the deadline for averting
“sequestration” was delayed until March 1, 2013 by the American Taxpayer Relief Act of 2012 (the “ATRA”).
Congress and the Administration continue to debate these issues. Our aerospace and defense electronics business
accounted for approximately 16% of net revenue in 2012.
Our Markets
Industrial Group. The industrial manufacturing markets include truck components and assemblies, trailer
components and specialty closures. The truck components and assemblies market which consists of the original
equipment manufacturers, or OEMs, including Chrysler Group LLC, Ford, Freightliner, General Motors Company,
Mack, Navistar, PACCAR and Volvo, and an extensive supply chain of companies of all types and sizes that are
classified into different levels or tiers. The trailer market consists of OEMs including Great Dane, Wabash, Utility,
Hyundai, Vanguard and Stoughton. Tier I companies represent the primary suppliers to the OEMs and include
Meritor, Dana, Delphi Automotive LLP, Eaton and Visteon Corporation, among others. Below this group of
companies reside numerous suppliers that either supply the OEMs directly or supply the Tier I companies. In all
segments of the truck components and assemblies and the trailer markets, however, suppliers are under intense
competitive pressure to improve product quality and to reduce capital expenditures, production costs and inventory
levels. The specialty closures market consists primarily of oil and gas pipelines, which are also facing significant
pressures to improve quality, reduce costs and defer capital expenditures.
Although general economic and industry specific conditions have begun to stabilize, there continues to be
concern about the sustainability of a continued economic recovery as a result of mixed trends surrounding
unemployment levels, the housing sector and fuel prices. While improvements in the overall market contributed to
consumer confidence levels improving in 2012, these factors continue to pose some risk and uncertainty to near term
vehicle production levels. Production levels in North America for light, medium and heavy duty truck production
have steadily increased over the past three years from the depressed economic environment of 2008 and early 2009.
We continue to expect modest growth in production levels within our Industrial Manufacturing Group through 2013
and 2014.
Electronics Group. The U.S. Government continues to focus on developing and implementing spending,
tax and other initiatives to reduce the deficit, create jobs and stimulate the economy. This process and the spending
reductions to defense programs have the potential to significantly impact our portfolio of business in this segment,
which is dependent upon discretionary appropriations for defense programs. Although we believe that our products
and programs are well aligned with national defense and other priorities, shifts in domestic and international
spending and tax policy, changes in security, defense and intelligence priorities, the affordability of our products and
services, changes in or preferences for new or different technologies, general economic conditions and other factors
may affect the level of funding for existing or proposed programs. Uncertainty over budget plans and national
security spending may prove challenging for our customer community, as well as the defense industry as a whole.
2
Market conditions for our ISS business are expected to be favorable over the long term, given the growing
cyber security and intelligence markets. However, our EMS business, dedicated to the aerospace and defense
market, faces various market conditions. The nature of providing outsourced manufacturing services to the
aerospace and defense electronics industry differs substantially from the traditional commercial outsourced
manufacturing services industry. The cost of failure can be extremely high, the manufacturing requirements are
typically complex and products are produced in relatively small quantities. Companies that provide these
manufacturing services are required to maintain and adhere to a number of strict and comprehensive certifications,
security clearances and traceability standards.
Our Business Strategy
Our objective is to improve our position in each of our core markets by increasing the number of multi-year
contracts with customers and investing in highly automated production capacity to remain competitive on a global
scale. We intend to serve our customers and achieve this objective by continuing to:
Concentrate on our Core Markets. We are a significant supplier of forged and machined components,
serving the commercial vehicle, off highway vehicle, light truck and energy markets in North America. We have
been an established supplier of manufacturing and technical services to major aerospace and defense companies and
agencies of the U.S. Government for over 40 years. We will continue to focus on those markets where we have the
expertise, qualifications and opportunity for market share to sustain a competitive advantage.
Dedicate our Resources to Support Strategic Partnerships. We will continue to dedicate our resources to
support the needs of industry leaders that embrace multi-year contractual relationships as a strategic component of
their supply chain management and have the potential for long-term growth. We prefer contracts that are sole-
source by part number so we can work closely with the customer to the mutual benefit of both parties. Dana and
Meritor have awarded us with sole-source supply agreements for certain parts that run through 2014 and 2015,
respectively. Historically, we entered into multi-year manufacturing services agreements with Lockheed Martin,
Northrop Grumman and Raytheon. Our success in establishing outsourcing partnerships with key customers has
historically led to additional contracts, and we believe that if we continue to successfully perform on current
contracts, we should have additional growth opportunities with these and other customers.
Pursue the Strategic Acquisition of Assets. Over the long term, we will continue to target the strategic
acquisition of assets that serve to consolidate our position in our core markets, expand our presence outside the U.S.,
create or strengthen our relationships with leading companies and expand our range of value-added services in
return for multi-year supply agreements. We intend to acquire assets that can be integrated with our core businesses
and that can be used to support other customers, thereby improving asset utilization and achieving greater
productivity, flexibility and economies of scale.
Grow Through the Addition of New Value-Added Services. We hope to grow through the addition of new
value-added manufacturing capabilities and the introduction of additional components in the supply chain that
enable us to provide a more complete solution by improving quality and reducing product cost, inventory levels and
cycle times for our customers. In many instances, we offer a variety of state-of-the-art machining capabilities to our
customers in the industrial manufacturing markets that enable us to reduce labor and shipping costs and minimize
cycle times for our customers over the long-term, providing us with additional growth opportunities in the future.
Successfully migrating from design and manufacturing of complex circuit card assemblies to box builds would
increase product content with our customers and would allow us to be a more significant player in the aerospace and
defense market.
We believe that the number and duration of our strategic relationships enable us to invest in our business
with greater certainty and with less risk than others that do not benefit from the type of longer term contractual
commitments we receive from many of our major customers. The investments we make in support of these
contracts are targeted to provide us with the productivity, flexibility, technological edge and economies of scale that
we believe will help to differentiate us from the competition in the future when it comes to cost, quality, reliability
and customer service.
3
Our Services and Products
We are a diversified provider of outsourced services and specialty products. Our services consist of
manufacturing, technical and other services and products that are delivered as part of our customers’ overall supply
chain management. We provide our customers with services that include software licensing and development,
design services, prototype development, product re-engineering, feature enhancement, product ruggedization, cost
reduction, product miniaturization and electro-magnetic interference and shielding. We also apply our core
technologies to the development and production of our own product line of high assurance security components,
including cryptographic key management programs and data encryption and recording products for our U.S.
Government and defense customers. The information below is representative of the types of products we
manufacture, services we provide and the customers and industries for which we provide such products or services.
Industrial Group:
Dana ...........................................................Drive train components (including axle shafts, differential cases, gear
sets, full float tubes) and steer axle components for use in light,
medium and heavy-duty trucks.
Meritor .......................................................Axle shafts and drive train components for medium and heavy-duty
Eaton ..........................................................Transmission shafts for heavy-duty trucks.
Jamison Products .......................................Specialty closures for oil and gas pipelines.
trucks as well as axle beams for trailers.
Electronics Group:
Northrop Grumman ....................................Circuit card assembly and sub-assembly design and build for electronic
sensors and systems ranging from radar and targeting systems to
tactical ground stations, navigation systems and integrated avionics.
U.S. Government .......................................Secure communications equipment, global key management solutions
and data recording systems.
Lockheed Martin ........................................Complex circuit cards for use in some of the nation’s high priority
space programs.
Manufacturing Services
Our manufacturing services typically involve the fabrication or assembly of a product or subassembly
according to specifications provided by our customers. We purchase raw materials or components from our
customers and independent suppliers in connection with performing our manufacturing services. We strive to
enhance our manufacturing capabilities by advanced quality and manufacturing techniques, lean manufacturing,
just-in-time procurement and continuous flow manufacturing, statistical process control, total quality management,
stringent and real-time engineering change control routines and total cycle time reduction techniques.
Industrial Manufacturing Services. We provide our customers with a wide range of capabilities, including
automated forging, extruding, machining, induction hardening, heat-treating and testing services to meet the
exacting requirements. We also design and fabricate production tooling, manufacture prototype products and
provide other value-added services for our customers. Our manufacturing services contracts for the truck
components and assemblies markets are generally sole-source by part number. Part numbers may be specified for
inclusion in a single model or a range of models. Where we are the sole-source provider by part number, we are the
exclusive provider to our customer of the specific parts and for any replacements for these parts that may result from
a design or model change for the duration of the manufacturing contract.
Electronics Manufacturing Services. We provide our customers with a broad variety of solutions, from
low-volume prototype assembly to high-volume turnkey manufacturing. We employ a multi-disciplined engineering
team that provides comprehensive manufacturing and design support to customers. The manufacturing solutions we
offer include design conversion and enhancement, materials procurement, system assembly, testing and final system
configuration. Our manufacturing services contracts for the aerospace and defense electronics market are generally
sole-source by part number.
4
Products
In addition to our outsourced services, we provide some of our customers with specialized products
including digital and analog data systems and encryption devices used in military applications and specialty closures
and joints used in pipeline and chemical systems. As we look to grow our business, emphasis will be placed on
funding of new products to broaden our portfolio and meet the needs of our customers.
Our Customers
Our customers include large, established companies and agencies of the federal government. We provide
some customers with a combination of outsourced services and products, while other customers may be in a single
category of our service or product offering. Our five largest customers in 2012 were Dana, Meritor, Sistemas
Corporation (Sistemas), the Australian government and Eaton, which in the aggregate accounted for 79% of net
revenue in 2012. Our five largest customers in 2011 were Dana, Meritor, Sistemas, Northrop Grumman and Eaton,
which in the aggregate accounted for 77% of net revenue in 2011. In 2012, Dana and Meritor represented
approximately 55% and 15% of our net revenue, respectively. In 2011, Dana and Meritor represented
approximately 54% and 13% of our net revenue, respectively. In addition, U.S. governmental agencies accounted
for 6% and 9% of net revenue in 2012 and 2011, respectively.
Geographic Areas and Currency Fluctuations
Our operations are located in the U.S., Mexico and Denmark. Our Mexican subsidiaries and affiliates are a
part of our Industrial Group and manufacture and sell a number of products similar to those the Industrial Group
produces in the U.S. Our Denmark subsidiary is a sales office and is part of our Electronics Group. In addition to
normal business risks, operations outside the U.S. may be subject to a greater risk of changing political, economic
and social environments, changing governmental laws and regulations, currency revaluations and market
fluctuations. Fluctuations in foreign currency exchange rates have historically impacted our earnings only to the
extent of remeasurement gains or losses related to U.S. dollar denominated accounts of our foreign subsidiaries,
because the vast majority of our transactions are denominated in U.S. dollars. For the year ended
December 31, 2012, other income, net, includes foreign currency transaction losses of $0.8 million. For 2011, other
income, net, included foreign currency transaction gains of $2.6 million.
Consolidated net revenues from Mexican operations were $100.0 million, or 29%, and $99.1 million, or
30%, of our consolidated net revenues in 2012 and 2011, respectively. In 2012, net income from our Mexican
operations was $7.5 million compared to a consolidated income from continuing operations of $10.3 million. In
2011, net income from our Mexican operations was $11.2 million compared to a consolidated income from
continuing operations of $8.4 million. You can find more information about our regional operating results,
including our export sales, in “Note 24 Segment Information” in Item 8 of this Annual Report on Form 10-K.
Sales and Business Development
Our principal sources of new business originate from the expansion of existing relationships, referrals and
direct sales through senior management, direct sales personnel, domestic and international sales representatives,
distributors and market specialists. We supplement these selling efforts with a variety of sales literature, advertising
in numerous trade media and participating in trade shows. We also utilize engineering specialists extensively to
facilitate the sales process by working with potential customers to reduce the cost of the service they need. Our
specialists achieve this objective by working with the customer to improve their product’s design for ease of
manufacturing, reducing the amount of set-up time or material that may be required to produce the product or by
developing software that can automate the test and/or certification process. The award of contracts or programs can
be a lengthy process, which in some circumstances can extend well beyond 12 months. Upon occasion, we commit
resources to potential contracts or programs that we ultimately do not win.
Our objective is to increase the value of the services we provide to the customer on an annual basis beyond
the contractual terms that may be contained in a supply agreement. To achieve this objective, we commit to the
customer that we will continuously look for ways to reduce the cost, improve the quality, reduce the cycle time and
improve the life span of the products and/or services we supply the customer. Our ability to deliver on this
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commitment over time is expected to have a significant impact on customer satisfaction, loyalty and follow-on
business.
Competition
The markets that we serve are highly competitive, and we compete against numerous domestic companies
in addition to the internal capabilities of some of our customers. In the truck components and assemblies market, we
compete primarily against companies including Mid-West Forge, Inc., Spencer Forge and Machine, Inc. and Traxle,
which serve as suppliers to many Tier I and smaller companies. In the aerospace and defense electronics market, we
compete primarily against companies including Celestica Inc., Jabil Circuit, Inc., LaBarge, Inc. and Safenet, Inc.
We may face new competitors in the future as the outsourcing industry evolves and existing or start-up companies
develop capabilities similar to ours. In addition, we will face new competitors as we continue to increase and
expand our business.
We believe that the principal competitive factors in our markets include the availability of capacity,
technological capability, flexibility, financial strength and timeliness in responding to design and schedule changes,
price, quality and delivery. Although we believe that we generally compete favorably with respect to each of these
factors, some of our competitors are larger and have greater financial and operating resources than we possess.
Some of our competitors, as compared to us, have a greater geographic breadth and range of services. We also face
competition from manufacturing operations of our current and potential customers that continually evaluate the
relative benefits of internal manufacturing compared to outsourcing. We believe our competitive position to be
good, and the barriers to entry to be high in a significant portion of the markets we serve.
Suppliers
For significant portions of our business, we purchase raw materials and component parts from our
customers or from suppliers chosen by our customers, at prices negotiated by our customers. When these suppliers
increase their prices, cause delays in production schedules or fail to meet our customers’ quality standards, our
customers have contractually agreed to reimburse us for the costs associated with such price increases and not to
charge us for costs caused by such delays or quality issues. Accordingly, our risks are largely limited to accurate
inspections of such materials, timely communications and the collection of such reimbursements or charges, along
with any additional costs incurred by us due to delays in, interruptions of, or non-optimal scheduling of, production
schedules. However, for a growing part of our business, we arrange our own suppliers and assume the additional
risks of price increases, quality concerns and production delays.
Raw steel and fabricated steel parts are a major component of our cost of sales and net revenue for the truck
components and assemblies business. We purchase a significant portion of our steel for use in this business at the
direction of our customers, with any periodic changes in the price of steel being reflected in the prices we are paid
for our services. Increases in the costs of steel or other supplies can increase our working capital requirements,
scrap expenses and borrowing costs.
There can be no assurance that supply interruptions or price increases will not slow production, delay
shipments to our customers or increase costs in the future, any of which could adversely affect our financial results.
Delays, interruptions or non-optimal scheduling of production related to interruptions in raw materials supplies can
be expected to increase our costs.
Research and Development
Our research and development activities are mainly related to our product lines that serve the aerospace and
defense electronics market. Process improvement expenditures related to our outsourced services are not reflected
in research and development expense. Accordingly, our research and development expense represents a relatively
small, but growing, percentage of our net revenue. We invested $3.8 million and $3.4 million in research and
development in 2012 and 2011, respectively.
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Patents, Trademarks and Licenses
We own and are licensed under a number of patents and trademarks, but our business as a whole is not
materially dependent upon any one patent, trademark, license or technologically related group of patents or licenses.
We regard our manufacturing processes and certain designs as proprietary trade secrets and confidential
information. We rely largely upon a combination of trade secret laws, non-disclosure agreements with customers,
suppliers and consultants, and our internal security systems, confidentiality procedures and employee confidentiality
agreements to maintain the trade secrecy of our designs and manufacturing processes.
Government Regulation
Our operations are subject to compliance with regulatory requirements of federal, state and local
authorities, both in the U.S. and in Mexico, including regulations concerning financial reporting and controls, labor
relations, minimum pension funding levels, export and import matters, health and safety matters and protection of
the environment. While compliance with applicable regulations has not adversely affected our operations in the
past, there can be no assurance that we will continue to be in compliance in the future or that these regulations will
not change or that the costs of compliance will not be material to us.
We must comply with detailed government procurement and contracting regulations and with U.S.
Government security regulations, certain of which carry substantial penalty provisions for nonperformance or
misrepresentation in the course of negotiations. Our failure to comply with our government procurement,
contracting or security obligations could result in penalties or our suspension or debarment from government
contracting, which would have a material adverse effect on our consolidated results of operations.
We are required to maintain U.S. Government security clearances in connection with certain activities of
our Electronics Group. These clearances could be suspended or revoked if we were found not to be in compliance
with applicable security regulations. Any such revocation or suspension would delay our delivery of products to
customers. Although we have adopted policies directed at ensuring our compliance with applicable regulations, and
there have been no suspensions or revocations at our facilities, there can be no assurance that the approved status of
our facilities or personnel will continue without interruption.
We are also subject to comprehensive and changing federal, state and local environmental requirements,
both in the U.S. and in Mexico, including those governing discharges to air and water, the handling and disposal of
solid and hazardous wastes and the remediation of contamination associated with releases of hazardous substances.
We use hazardous substances in our operations and, as is the case with manufacturers in general, if a release of
hazardous substances occurs on or from any properties that we may own or operate, we may be held liable and may
be required to pay the cost of remedying the condition. The amount of any resulting liability could be material.
Employees
As of December 31, 2012, we had a total of 1,277 employees, of which 1,018 of our employees are
engaged in manufacturing and providing our technical services, 14 are engaged in sales and marketing, 94 are
engaged in engineering and 151 engaged in administration. Approximately 591 of our employees are covered by
collective bargaining agreements with various unions that expire on various dates through 2014. Excluding certain
Mexico employees covered under an annually ratified agreement, collective bargaining agreements covering 37
employees expire within the next 12 months. Although we believe overall that our relations with our labor unions
are positive, there can be no assurance that present and future issues with our unions will be resolved favorably, that
negotiations will be successful or that we will not experience a work stoppage, which could adversely affect our
consolidated results of operations.
Internet Access
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-
K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 are available free of charge through our website (www.sypris.com) as soon as reasonably practicable
after we electronically file the material with, or furnish it to, the Securities and Exchange Commission.
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Item 1A. Risk Factors
Risks Related to Our Business and Forward-Looking Statements
This annual report, and our other oral or written communications, may contain “forward-looking”
statements. These statements may include our expectations or projections about the future of our industries,
business strategies, potential acquisitions or financial results and our views about developments beyond our control
including domestic or global economic conditions, trends and market forces. These statements are based on
management’s views and assumptions at the time originally made and we undertake no obligation to update these
statements, except as may be required by law. There can be no assurance that our expectations, projections or views
will come to pass, and you should not place undue reliance on these forward-looking statements.
A number of significant risk factors could materially affect our specific business operations, and cause our
performance to differ materially from any future results projected or implied by our prior statements, including those
described below. Many of these risk factors are also identified in connection with the more specific descriptions
contained throughout this report.
Customers
We need to generate new business revenues supported by a sustainable competitive advantage.
Our businesses generally require a higher level of new business revenues in order to operate profitably.
Unless we can develop and offer new products and services with a sustainable competitive advantage, we may be
unable to maintain the critical mass of capital investments or talented employees that are needed to succeed in our
chosen markets. In the truck components and assemblies markets, our revenues are highly dependent upon the
overall demand for new vehicles. In the aerospace and defense markets, our revenues are highly dependent upon
new product development, effective marketing and sales activities, the development of additional profitable capacity
(especially in our space engineering programs) and the profitable management of our legacy products and services.
Customer contracts could be less profitable than expected.
We generally bear the risk that our contracts could be unprofitable or less profitable than planned, despite
our estimates of revenues and future costs to complete such contracts.
A material portion of our business is conducted under multi-year contracts, which generally include fixed
prices or periodic price reductions without minimum purchase requirements. Over time, our revenues may not cover
our increasing operating costs which could adversely impact our results. Our financial results are at greater risk
when we accept contractual responsibility for raw material or component prices, when we cannot offset price
reductions and cost increases with operating efficiencies or other savings, when we must submit contract bid prices
before all key design elements are finalized or when we are subjected to other competitive pressures which erode
our margins. The profitability of our contracts also can be adversely affected by unexpected start-up costs on new
programs, operating inefficiencies, ineffective capital investments, inflationary pressures or inaccurate forecasts of
future unit costs.
In the past, we have signed long-term supply agreements with Dana and Meritor and acquired their
facilities in Morganton, North Carolina and Toluca, Mexico, among other manufacturing assets. Although most of
these acquired facilities have well-established product markets, these customers or their products may not continue
to be successful, product enhancements may not be made in a timely fashion, our long-term pricing agreements
could generate lower margins than anticipated and there can be no assurance that we will successfully restructure or
integrate these operations. Our efforts to restructure, relocate and consolidate a significant number of the operations
in these plants could cause certain of these facilities to operate at underutilized levels which could materially
adversely affect our business, results of operations and financial condition.
Unexpected changes in our customers’ demand levels have harmed our operating results in the past and
could do so in the future. Many of our customers will not commit to firm production or delivery schedules.
Disagreements over pricing, quality, delivery, capacity, exclusivity or trade credit terms could disrupt order
schedules. Orders also fluctuate due to changing global capacity and demand, new products, changes in market
8
share, reorganizations or bankruptcies, material shortages, labor disputes or other factors that discourage
outsourcing. These forces could increase, decrease, accelerate, delay or cancel our delivery schedules.
Inaccurate forecasting of our customers’ requirements can disrupt the efficient utilization of our
manufacturing capacity, inventories or workforce. If we lose anticipated revenues, we might not succeed in
redeploying our substantial capital investment and other fixed costs, potentially forcing additional plant closures,
impairments of long-lived and other assets or increased losses. If we receive unanticipated orders or rapid increases
in demand, these incremental volumes could be unprofitable due to the higher costs of operating above our optimal
capacity.
We depend on a few key customers in challenging industries for most of our revenues.
Our five largest customers in 2012 were Dana, Meritor, Sistemas, the Australian government and Eaton,
collectively accounting for 79% of net revenue. Our five largest customers in 2011 were Dana, Meritor, Sistemas,
Northrop Grumman and Eaton, collectively accounting for 77% of net revenue. In addition, U.S. governmental
agencies accounted for 6% and 9% of net revenue in 2012 and 2011, respectively. The truck components and
assemblies industry has experienced credit risk, highly cyclical market demand, labor unrest, rising steel costs,
bankruptcy and other obstacles, while the aerospace and defense electronics industry has seen consolidation,
increased competition, disruptive new technologies and uncertain funding.
We depend on the continued growth and financial stability of these customers and our core markets, as well
as general economic conditions. Adverse changes affecting these customers, markets or general conditions could
harm our operating results. The truck components and assemblies market is highly cyclical, due in part to regulatory
deadlines, the availability or scarcity of credit, fluctuations in oil prices and pent-up demand for replacement
vehicles.
Rising costs of steel or component parts could increase our inventory and working capital levels and
present challenges to our customers who seek to pass those costs on to their customers. Many of our customers’
labor disputes, financial difficulties and restructuring needs have created rising uncertainty and risk, which could
increase our costs or impair our business model.
The aerospace and defense industry is pressured by cyclicality, rapid technological change, shortening
product life cycles, decreasing margins, unpredictable funding levels and government procurement and certification
processes. Our aerospace and defense business faces an aging portfolio of legacy products and services which must
be replenished with new technologies if we are to successfully maintain or expand our market shares. Our failure to
address any of these factors, particularly in our secured electronic communications or space engineering programs,
could impair our business model.
There can be no assurance that any of our customers will not default on, delay or dispute payment of, or
seek to reject our outstanding invoices in bankruptcy or otherwise.
Congressional budgetary constraints or reallocations can reduce our government sales.
Our Electronics Group sells manufacturing services and products to a number of U.S. government agencies,
which in the aggregate represented approximately 6% and 9% of our net revenue in 2012 and 2011, respectively.
We also serve as a contractor for large aerospace and defense companies such as Lockheed Martin, Northrop
Grumman and Raytheon, typically under federally funded programs, which represented approximately 4% and 4%
of net revenue in 2012 and 2011, respectively.
Our government contracts have many inherent risks that could adversely impact our financial results.
These contracts depend upon the continuing availability of Congressional appropriations. The budget appropriations
process in Congress has at times become highly politicized and unpredictable, including the growing use of
“continuing resolutions” as a temporary approach to the resolution of disputes over funding levels. In addition, the
Budget Control Act commits the U.S. Government to reduce the federal deficit by $1.2 trillion over ten years
through a combination of automatic, across-the-board spending cuts and caps on discretionary spending. This
“sequestration” under the Budget Control Act is split equally between defense and non-defense programs.
Originally scheduled to take effect on January 2, 2013, the deadline for averting “sequestration” was delayed until
March 1, 2013 by the ATRA. Congress and the Administration continue to debate these issues.
9
Any automatic across-the-board cuts required by “sequestration” could have a material adverse effect on
our Electronics Group’s business and results of operations. While the exact manner in which “sequestration” would
impact our business is unclear, funding for programs in which we participate, either by selling services and products
to U.S. government agencies or as a contractor to companies such as Lockheed Martin, Northrop Grumman and
Raytheon, could be reduced, delayed or cancelled. Our ability to obtain new contract awards also could be
negatively affected.
Future levels of governmental spending, including delays, declines or reallocations in the funding of certain
programs could adversely affect our financial results, if we are unable to offset these changes with new business or
cost reductions.
Suppliers
Interruptions in the supply of key components could disrupt production.
Some of our manufacturing services or products require one or more components that are available from a
limited number of providers or from sole-source providers. In the past, some of the materials we use, including
steel, certain forgings or castings, capacitors and memory and logic devices, have been subject to industry-wide
shortages or capacity allocations. As a result, suppliers have been forced to allocate available quantities among their
customers, and we have not been able to obtain all of the materials desired. Some of our suppliers have struggled to
implement reliable quality control systems which can negatively impact our operating efficiency and financial
results. In downward business cycles, the tightening of credit markets has threatened the financial viability of an
increasing number of suppliers of key components and raw materials, and forced unanticipated shutdowns. Our
inability to reliably obtain these or any other materials when and as needed could slow production or assembly,
delay shipments to our customers, impair the recovery of our fixed costs and increase the costs of recovering to
customers’ schedules, including overtime, expedited freight, equipment maintenance, operating inefficiencies,
higher working capital and the obsolescence risks associated with larger buffer inventories. Each of these factors
could reduce operating results.
Shortages or increased costs of utilities could harm our business and our customers.
We and our customers depend on a constant supply of electricity and natural gas from utility providers for
the operation of our respective businesses and facilities. In the past, we have experienced power outages which
reduced our ability to deliver products and meet our customers’ demand for those products. If we or our customers
experience future interruptions in service from these providers, our production and/or delivery of products could be
negatively affected. Additionally, due to the heavy consumption of energy in our production process and the
businesses of our customers, if the cost of energy significantly increases, our results of operations, and those of our
customers, could be negatively impacted.
Execution
Contract terminations or delays could harm our business.
We often provide manufacturing services and products under contracts that contain detailed specifications,
quality standards and other terms. If we are unable to perform in accordance with such terms, our customers might
seek to terminate such contracts, demand price concessions or other financial consideration or downgrade our past
performance rating, an increasingly critical factor in federal procurement competitions. Moreover, many of our
contracts are subject to termination for convenience or upon default. These provisions could provide only limited
recoveries of certain incurred costs or profits on completed work, and could impose liability for our customers’ costs
in procuring undelivered items from another source. If any of our significant contracts were to be terminated or not
renewed, we would lose substantial revenues and our operating results as well as prospects for future business
opportunities could be adversely affected. For example our supply agreement with Dana represented approximately
55% of our revenues in 2012, and this agreement currently provides for its expiration on January 1, 2015, unless
renewed by the parties.
We are subject to various audits, reviews and investigations, including private party “whistleblower”
lawsuits, relating to our compliance with federal and state laws. Should our business be charged with wrongdoing,
10
or determined not to be a “presently responsible contractor,” we could be temporarily suspended or debarred for up
to three or more years from receiving new government contracts or government-approved subcontracts.
We must operate more efficiently, or our results could suffer.
If we are unable to improve the cost, efficiency and yield of our operations, our costs could increase and
our financial results could suffer. A number of major obstacles could include: the loss of substantial revenues due to
a sluggish economic recovery; inflationary pressures; increased borrowing due to declining sales, changes in
anticipated product mix and the associated variances in our profit margins; efforts to increase our manufacturing
capacity and launch new programs; efforts to migrate, restructure or move business operations from one location to
another; the breakdown of critical machinery or equipment; the need to identify and eliminate our root causes of
scrap; our ability to achieve expected annual savings or other synergies from past and future business combinations;
inventory risks due to shifts in market demand; obsolescence; price erosion of raw material or component parts;
shrinkage, or other factors affecting our inventory valuations; and an inability to successfully manage growth,
contraction or competitive pressures in our primary markets.
Our management or systems could be inadequate to support our existing or future operations, especially as
we downsize our operating staff to reduce expenses in any extended economic downturn. Growth in our business
could require us to invest in additional equipment to improve our efficiency. We may have limited experience or
expertise in installing or operating such equipment, which could negatively impact our ability to deliver products on
time or with acceptable costs. In addition, a material portion of our manufacturing equipment requires significant
maintenance to operate effectively and we may experience maintenance and repair issues. Our efforts to restructure,
relocate and consolidate a significant number of the operations, especially in our truck component manufacturing
plants, could cause certain of these facilities to operate at underutilized levels, which could materially adversely
affect our business, results of operations and financial condition. In our electronics business, the risk of technical
failures, nonconformance with customer specifications, an inability to deliver next generation products or other
quality concerns could materially impair our operating results.
Our growth strategies could be ineffective due to the risks associated with further acquisitions.
Our growth strategy has included acquiring complementary businesses. We could fail to identify, finance
or complete suitable acquisitions on acceptable terms and prices. Acquisition efforts could increase a number of
risks, including: diversion of management’s attention; difficulties in integrating systems, operations and cultures;
potential loss of key employees and customers of the acquired companies; lack of experience operating in the
geographic market of the acquired business; an increase in our expenses and working capital requirements; risks of
entering into markets or producing products where we have limited or no experience, including difficulties in
integrating purchased technologies and products with our technologies and products; our ability to improve
productivity and implement cost reductions; our ability to secure collective bargaining agreements with employees;
and exposure to unanticipated liabilities.
Our discovery of, or failure to discover, material issues during due diligence investigations of acquisition
targets, either before closing with regard to potential risks of the acquired operations, or after closing with regard to
the timely discovery of breaches of representations or warranties, or of certain indemnified environmental
conditions, could seriously harm our business.
Cyber security risks could negatively affect operations and result in high costs.
Our Electronics Group, as a U.S. defense contractor, and our Company overall, face cyber security threats,
threats to the physical security of our facilities and employees, and terrorist acts, as well as the potential for business
disruptions associated with information technology failures and natural disasters.
We routinely experience cyber security threats, threats to our information technology infrastructure and
attempts to gain access to our sensitive information, as do our customers, suppliers and subcontractors. Prior cyber
attacks directed at us have not had a material impact on our financial results. Due to the evolving nature of these
security threats, however, the impact of any future incident cannot be predicted.
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Although we work cooperatively with our customers and our suppliers, subcontractors, and joint venture
partners to seek to minimize the impacts of cyber threats, other security threats or business disruptions, we must rely
on the safeguards put in place by those entities.
The costs related to cyber security or other security threats or disruptions may not be fully insured or
indemnified by other means. Occurrence of any of these events could adversely affect our internal operations, the
services we provide to customers, loss of competitive advantages derived from our research and development
efforts, early obsolescence of our products and services, our future financial results, our reputation or our stock
price.
Competition
Increasing competition could limit or reduce our market share.
We operate in highly competitive environments that include our customers’ internal capabilities. We
believe that the principal competitive factors in our markets include the availability of manufacturing capacity,
technological strength, speed and flexibility in responding to design or schedule changes, price, quality, delivery,
cost management and financial strength. Our earnings could decline if our competitors or customers can provide
comparable speed and quality at a lower cost, or if we fail to adequately invest in the range and quality of
manufacturing services and products our customers require.
Some of our competitors have greater financial and organizational resources, customer bases and brand
recognition than we do. As a result, our competitors may respond more quickly to technological changes or
customer needs, consume lower fixed and variable unit costs, negotiate reduced component prices, and obtain better
terms for financing growth. If we fail to compete in any of these areas, we may lose market share and our business
could be seriously harmed. There can be no assurance that we will not experience increased competition or that we
will be able to maintain our profitability if our competitive environment changes.
Our technologies could become obsolete, reducing our revenues and profitability.
The markets for our products and services are characterized by changing technology and continuing
process development. The future of our business will depend in large part upon the continuing relevance of our
technological capabilities. We could fail to make required capital investments, develop or successfully market
services and products that meet changing customer needs and anticipate or respond to technological changes in a
cost-effective and timely manner. Our inability to successfully launch or sustain new or next generation programs
or product features, especially in accordance with budgets or committed delivery schedules could materially
adversely affect our financial results. We could encounter competition from new or revised technologies that render
our technologies and equipment less profitable or obsolete in our chosen markets, and our operating results may
suffer. In particular, the Company is currently seeking to develop new products and pursue new programs to
replenish the Electronics Group’s revenue stream, which has been declining since 2009. However, commercializing
these new products and programs has been slower than anticipated, is not expected to result in significant revenue in
2013, and there is no guarantee that the launch of any new products or programs within the Electronics Group will
be successful at all.
Access to Capital
An inability to obtain favorable financing could impair our growth.
Our operating results could be materially adversely impacted by the costs and availability of debt or equity
financing. Our future liquidity and capital requirements are difficult to predict because they depend on numerous
factors, including the pace at which we grow our business and acquire new facilities or the loss of anticipated
revenues due to the effects of any extended economic downturn. One method we have used to obtain multi-year
supply agreements is to buy a customer’s non-core manufacturing assets and produce products for them. We may
need to raise substantial additional funds in order to pursue this strategy. We cannot be certain that we will be able
to obtain additional financing on favorable terms or at all. Additional equity financing could result in dilution to
existing holders. If additional financing is obtained in the form of debt, the terms of the debt could place restrictions
on our ability to operate or increase the financial risk of our capital structure. Our ability to borrow under our new
credit facility entered into on May 12, 2011 (the “Credit Facility”) is conditioned upon our compliance with various
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financial covenants. We could lose our access to such financing if we experience adverse changes in our operations,
poor financial results, increased risk profiles of our businesses, declines in our credit ratings, any actual or alleged
breach of our debt covenants, insurance conditions or similar agreements or any adverse regulatory developments.
In any extended economic downturn, we may need to raise capital through the sale of core or non-core assets or
businesses and our inability to successfully do so could materially adversely impact our operating results or access
to sufficient capital.
Any inability to raise additional funds as needed could impair our ability to operate and grow our business.
Such financing could be subject to a number of factors, including market conditions, our operating performance and
investor sentiment. These factors may make the timing, amount, terms and conditions of additional financing
unattractive for us.
We may be unable to comply with the covenants in our Credit Facility.
The financial covenants in our Credit Facility require us to comply with certain financial covenants
regarding cumulative quarterly fixed charge coverage ratios. The Credit Facility also contains a number of
covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness,
incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify
organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends
and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the
nature of our business and engage in certain transactions with affiliates. No assurances can be given that changing
business, regulatory or economic conditions might not cause the Company to violate one or more covenants which
could result in default or acceleration of any debt under the Credit Facility.
Labor Relations
We must attract and retain qualified employees while successfully managing related costs.
Our future success in a changing business environment, including during rapid changes in the size,
complexity or skills required of our workforce, will depend to a large extent upon the efforts and abilities of our
executive, managerial and technical employees. The loss of key employees, especially in a recovering economic
environment, could have a material adverse effect on our operations. Our future success will also require an ability
to attract and retain qualified employees, especially those with engineering or production expertise in our core
business lines. Labor disputes or changes in the cost of providing pension and other employee benefits, including
changes in health care costs, investment returns on plan assets and discount rates used to calculate pension and
related liabilities or other requirements to accelerate the level of our pension fund contributions to reduce or
eliminate underfunded liabilities, could lead to increased costs or disruptions of operations in any of our business
units.
Disputes with labor unions could disrupt our business plans.
We currently have collective bargaining agreements covering approximately 591 employees, or
approximately 46% of total employees. We could experience a work stoppage or other disputes which could disrupt
our operations or the operations of our customers and could harm our operating results.
Regulatory
Environmental, health and safety risks could expose us to potential liability.
We are subject to a variety of environmental regulations relating to the use, storage, discharge and disposal
of hazardous chemicals and substances used in our operations. If we fail to comply with present or future
regulations, we could be forced to alter, suspend or discontinue our manufacturing processes, and pay substantial
fines or penalties.
Groundwater and other contamination has occurred at certain of our current and former facilities during the
operation of those facilities by their former owners, and this contamination may occur at future facilities we operate
or acquire. There is no assurance that environmental indemnification agreements we have secured from former
owners of these properties will be adequate to protect us from liability.
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Our Marion, Ohio facility is subject to soil and groundwater contamination involving petroleum
compounds, semi-volatile and volatile organic compounds, certain metals, PCBs and other contaminants, some of
which exceed the state voluntary action program standards applicable to the site. We continue to test and assess this
site to determine the extent of this contamination by the prior owners of the facility. Under our purchase agreement
for this facility, Dana has agreed to indemnify us for, among other things, certain environmental conditions that
existed on the site as of closing and as to which we notified Dana prior to December 31, 2002, subject to certain
other conditions involving Dana’s release of, or continuing right to seek indemnity from, Eaton, from which Dana
acquired the property. On April 2, 2011 we filed suit alleging contamination by Whirlpool Corporation (Whirlpool)
of the groundwater beneath the Marion property. Under the Resource Conservation and Recovery Act (“RCRA”),
we believe that Whirlpool is responsible for significant environmental remediation at the Marion site.
We previously acquired certain business assets formerly located at a leased facility in Littleton, Colorado,
where chlorinated solvents had been disposed of on site by a prior owner of the business at the site, contaminating
the groundwater at and around the site. The seller of the assets to us is operating a remediation system on the site
approved by the State of Colorado and has entered into a consent order with the EPA providing for additional
investigation at the site. In addition, Sypris has been contractually indemnified by the prior owners of the facility.
Our Morganton, North Carolina facility is subject to soil and groundwater contamination involving
petroleum compounds, certain metals and other contaminants, some of which may exceed the State of North
Carolina standards applicable to the site. The Company is aware of no current litigation, material remediation
claims or other proceedings with respect to this facility.
Our Toluca, Mexico facility is subject to soil and groundwater contamination involving petroleum
compounds and volatile organic compounds, among other concerns. We continue to test and assess this site to
determine the extent of any contamination by the prior owners of the facility. Under our purchase agreement for this
facility, Dana has agreed to indemnify us for, among other things, environmental conditions that existed on the site
as of closing and as to which we notified Dana prior to June 30, 2006, subject to certain other conditions involving
Dana’s release of, or continuing right to seek indemnity from, Eaton, from which Dana acquired the property.
Our Kenton, Ohio facility is subject to soil and groundwater contamination involving petroleum
compounds, volatile organic compounds, certain metals, PCBs and other contaminants. Under our purchase
agreement for this facility, Meritor agreed to indemnify us for, among other things, environmental conditions that
existed on the site as of closing and as to which we notified Meritor prior to May 2, 2006. The facility was sold in
January 2012.
Our business is also subject to potential liabilities with respect to health and safety matters. We are
required to comply with federal, state, local and foreign laws and regulations governing the health and safety of our
workforce, and we could be held liable for damages arising out of human exposure to hazardous substances or other
dangerous working conditions. Health and safety laws and regulations are complex and change frequently. As a
result, our future costs to comply with such laws or the liabilities incurred in the event of any violations may
increase significantly.
Adverse regulatory developments or litigation could harm our business.
Our businesses operate in heavily regulated environments. We must successfully manage the risk of
changes in or adverse actions under applicable law or in our regulatory authorizations, licenses and permits,
governmental security clearances or other legal rights to operate our businesses, to manage our work force or to
import and export goods and services as needed. Our business activities expose us to the risks of litigation with
respect to our customers, suppliers, creditors, stockholders or from product liability, environmental or asbestos-
related matters. Potential liabilities associated with discontinued operations, including post-closing indemnifications
or claims related to business or asset dispositions could adversely affect our financial results. We also face the risk
of other adverse regulatory actions, compliance costs or governmental sanctions, as well as the costs and risks
related to our ongoing efforts to design and implement effective internal controls.
14
Other Risks
We face other factors which could seriously disrupt our operations.
Many other risk factors beyond our control could seriously disrupt our operations, including: risks relating
to war, future terrorist activities, computer hacking or other cyber attacks, or political uncertainties; risks relating to
natural disasters or other casualties which could shut down our domestic or foreign facilities, disrupt transportation
of products or supplies, increase the costs under our self insurance program or change the timing and availability of
funding in our aerospace and defense electronics markets; risks inherent in operating abroad, including foreign
currency exchange rates, adverse regulatory developments, and miscommunications or errors due to inaccurate
foreign language translations or currency exchange rates; or our failure to anticipate or to adequately insure against
other risks and uncertainties present in our businesses including unknown or unidentified risks.
Item 1B. Unresolved Staff Comments
None.
15
Item 2. Properties
Our principal manufacturing services operations are engaged in electronics manufacturing services for our
aerospace and defense customers and industrial manufacturing services for our truck components and assemblies
customers. The following chart indicates the significant facilities that we own or lease, the location and size of each
such facility and the manufacturing certifications that each facility possesses. The facilities listed below (other than
the corporate office) are used principally as manufacturing facilities.
Location
Corporate Office:
Segment (Market
Served)
Own or Lease
(Expiration)
Approximate
Square Feet
Certifications
Louisville, Kentucky
Lease (2014)
21,600
Manufacturing and Service Facilities:
Louisville, Kentucky
Industrial Group
Own
450,000
(Truck Components
& Assemblies;
Specialty Closures)
Morganton, North Carolina
Industrial Group
Own
360,000
(Truck Components
& Assemblies)
Tampa, Florida
Electronics Group
Lease (2016)
318,000
(Aerospace &
Defense
Electronics)
QS 9000
TS 16949
TS 16949
ISO 14001
ISO 9001
ISO 14001
AS 9100
NASA-STD-8739
IPC-A-610, Rev D,
Class 3
J-STD-001, Rev D,
Class 3
CMMI Level 3
Toluca, Mexico
Industrial Group
Own
217,000
TS 16949
(Truck Components
& Assemblies)
In addition, we lease space in one other facility in Copenhagen, Denmark, which is utilized as a sales office
for our Electronics Group.
Below is a listing and description of the various manufacturing certifications or specifications that we
utilize at our facilities.
Certification/Specification
Description
AS 9100 ............................ A quality management system developed by the aerospace industry to measure
supplier conformance with basic common acceptable aerospace quality requirements.
IPC-A-610 ........................ A certification process for electronics assembly manufacturing which describes
materials, methods and verification criteria for producing high quality electronic
products. Class 3 specifically includes high performance or performance-on-demand
products where equipment downtime cannot be tolerated, end-use environment may
be uncommonly harsh, and the equipment must function when required.
16
J-STD-001 ........................ A family of voluntary standards of industry-accepted workmanship criteria for
electronic assemblies.
CMMI Level-3 ................. An internationally recognized measure of an organization’s engineering process
maturity.
ISO 9001 .......................... A certification process comprised of quality system requirements to ensure quality in
the areas of design, development, production, installation and servicing of products.
ISO 14001 ........................ A family of voluntary standards and guidance documents defining specific
requirements for an Environmental Management System.
NASA-STD-8739 ............. A specification for space programs designated by the National Aeronautics and
Space Administration.
QS 9000 ............................ A certification process developed by the nation’s major automakers that focuses on
continuous improvement, defect reduction, variation reduction and elimination of
waste.
TS 16949 ……………….A quality certification system developed within the automotive sector. Using ISO
9001:2000 as its foundation, ISO/TS 16949:2002 specifies the quality management
system (QMS) requirements for the design, development, production, installation
and servicing of automotive related products.
Item 3. Legal Proceedings
We are involved from time to time in litigation and other legal or environmental proceedings incidental to
our business. There are currently no material pending legal proceedings to which we are a party. Ongoing
environmental matters include the following:
(cid:120) Our Marion, Ohio facility is subject to soil and groundwater contamination involving petroleum
compounds, semi-volatile and volatile organic compounds, certain metals, PCBs and other
contaminants, some of which exceed the State of Ohio voluntary action program standards applicable
to the site. Under our purchase agreement for this facility, Dana has agreed to indemnify us for,
among other things, environmental conditions that existed on the site as of closing and as to which we
notified Dana prior to December 31, 2002, to the extent of any indemnification owed to Dana by Eaton
or any other matters for which Dana has released Eaton. On April 2, 2011 we filed suit alleging
contamination by Whirlpool of the groundwater beneath the Marion property, under the RCRA. We
seek injunctive relief, declaratory relief, damages, costs, expenses, and attorneys’ fees as a result of
Whirlpool’s RCRA violation.
(cid:120)
In December 1992, we acquired certain business assets formerly located at a leased facility in Littleton,
Colorado. Certain chlorinated solvents disposed of on the site by Honeywell, a previous owner of the
business, have contaminated the groundwater at and around the site. Alliant Techsystems, from which
we acquired the business assets, operates a remediation system approved by the State of Colorado and
has also entered into a consent order with the EPA providing for additional investigation at the site.
Alliant Techsystems has agreed to indemnify us with respect to these matters.
(cid:120) Our Morganton, North Carolina facility is subject to soil and groundwater contamination involving
petroleum compounds, certain metals and other contaminants, some of which exceed the State of North
Carolina notification standards applicable to the site. No litigation or other proceedings are underway
with respect to this site.
(cid:120) Our Toluca, Mexico facility is subject to soil and groundwater contamination involving petroleum
compounds and volatile organic compounds, among other concerns. Under our purchase agreement
for this facility, Dana has agreed to indemnify us for, among other things, environmental conditions
that existed on the site as of closing and as to which we notified Dana prior to June 30, 2006, to the
17
extent of any indemnification owed to Dana by Eaton or any other matters for which Dana has released
Eaton.
(cid:120) Our Kenton, Ohio facility is subject to soil and groundwater contamination involving petroleum
compounds, volatile organic compounds, certain metals, PCBs and other contaminants. Under our
purchase agreement for this facility, Meritor has agreed to indemnify us for, among other things,
environmental conditions that existed on the site as of closing and as to which we notified Meritor
prior to May 2, 2006. The facility was sold in January 2012. Under the terms of the sale agreement,
no warranties relating to the property were made including existing environmental conditions and all
liability has been passed to the buyer.
Item 4. Mine Safety Disclosures
Not applicable.
18
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K and thus are not
required to provide the performance graph required in paragraph (e) of Item 201 of Regulation S-K.
Our common stock is traded on the NASDAQ Global Market under the symbol “SYPR.” The following
table sets forth, for the periods indicated, the high and low closing sale prices per share of our common stock as
reported by the NASDAQ Global Market.
High
Low
Year ended December 31, 2011:
First Quarter ...................................................................................... $ 5.63
5.04
Second Quarter .................................................................................
4.25
Third Quarter ....................................................................................
4.21
Fourth Quarter ..................................................................................
Year ended December 31, 2012:
First Quarter ...................................................................................... $ 4.25
6.97
Second Quarter .................................................................................
7.56
Third Quarter ....................................................................................
7.28
Fourth Quarter ..................................................................................
$ 3.74
3.56
2.90
2.85
$ 3.77
3.95
5.65
3.58
As of March 5, 2013, there were 747 holders of record of our common stock. No cash dividends were
declared during 2011. The amount of cash dividends declared per share for each fiscal quarter in 2012 is presented
in the table below.
Year ended December 31, 2012:
First Quarter ...................................................................................... $ 0.02
0.02
Second Quarter .................................................................................
0.02
Third Quarter ....................................................................................
0.02
Fourth Quarter ..................................................................................
Dividends per
Common Share
Dividends may be paid on common stock only when, as and if declared by our Board of Directors in its
sole discretion. The Company’s Credit Facility contains restrictions related to dividend payments, as further
described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity”
below.
The following table summarizes our shares of common stock repurchased during the three months ended
December 31, 2012 (dollars in thousands except per share data):
Period
10/1/2012 – 10/28/2012
10/29/2012 – 11/25/2012
11/26/2012 – 12/31/2012
Total
Number
of Shares
Purchased (a)
Average
Price
Paid per
Share
14,131
$
— $
— $
7.01
—
—
Total Number of
Shares Purchased
as a Part of
Publicly Announced
Plans or Programs
Maximum
Dollar Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs (b)
4,340
4,340
4,340
12,052 $
— $
— $
(a) The total number of shares purchased includes shares purchased under the Executive Equity
Repurchase Agreement. The Company also withholds shares from employees to satisfy either the
19
exercise price of stock options exercised or the statutory withholding tax liability resulting from the
vesting of restricted stock awards. Shares of common stock withheld to satisfy tax withholding
obligations were immediately cancelled.
(b) On December 20, 2011, our Board of Directors approved and we announced an authorization for the
repurchase of up to $5.0 million of our outstanding shares of common stock. The Board also
authorized an Executive Equity Repurchase Agreement whereby management, including officers and
directors, would grant the Company a first right to purchase shares held by such individuals at current
market prices (calculated as the average of several days’ closing prices). The Company’s right to
purchase the shares would occur any time a party to the agreement departed the Company or intended
to sell more than 1,500 shares of common stock. The agreement has a five-year term, subject to earlier
termination by the Company, and participation by each individual is voluntary.
Item 6.
Selected Financial Data
We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K and thus are not
required to report the selected financial data in Item 301 of Regulation S-K.
20
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our consolidated results of operations and financial condition should be read
together with the other financial information and consolidated financial statements included in this Annual Report
on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from the results anticipated in the forward-looking statements as a result of a variety
of factors, including those discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview
We are a diversified provider of outsourced services and specialty products. We perform a wide range of
manufacturing, engineering, design, testing and other technical services, typically under multi-year, sole-source
contracts with major companies and government agencies in the markets for industrial manufacturing and aerospace
and defense electronics.
We are organized into two business groups, the Industrial Group and the Electronics Group. The Industrial
Group is comprised of Sypris Technologies, Inc. and its subsidiaries, which generates revenue primarily from the
sale of manufacturing services to customers in the market for truck components and assemblies and from the sale of
products to the energy and chemical markets. The Electronics Group is comprised of Sypris Electronics, LLC and
its subsidiary, which generates revenue primarily from the sale of manufacturing services, technical services and
products to customers in the market for aerospace and defense electronics.
During the past three years, we have significantly improved our financial condition by reducing fixed costs,
accelerating integration efficiencies, exiting certain unprofitable product lines, selling idle assets and entering into a
new, more favorable credit facility.
However, we continue to face challenges within our Electronics Group, such as the conclusion of several
U.S. Department of Defense programs that the Company supported as a subcontractor, the uncertainty in the
worldwide macroeconomic climate and its impact on aerospace and defense spending patterns globally, as well as
federal government spending uncertainties in the U.S.
The Electronics Group’s revenue has declined year-over-year since 2009 primarily due to the completion of
certain electronic manufacturing and engineering services programs and the timing and amount of certain contract
awards by the U.S. Department of Defense and subsequently by its prime contractors on programs that the Company
supports. While we currently do not have a pipeline of programs or other contract awards to fully replace these
completed programs in the near term, the Company is currently developing new products and pursuing new
programs to replenish its revenue stream within the Electronics Group. The U.S. government's continued focus on
addressing federal budget deficits and the growing national debt exacerbates this challenging environment for the
Electronics Group. As discussed above, the Budget Control Act commits the U.S. Government to reduce the federal
deficit by $1.2 trillion over ten years through a combination of automatic, across-the-board spending cuts and caps
on discretionary spending, known as “sequestration,” which is split equally between defense and non-defense
programs. Congress and the Administration continue to debate these issues. Therefore, while defense spending is
expected to continue to constitute a significant portion of the federal budget in the future, overall defense spending
levels may drop substantially in the near term and over time.
As a result, the Company expects ongoing uncertainty and the potential for further revenue declines within
this market for at least the next twelve months. In the long-term, we will continue to invest in new products and
programs to further improve the attractiveness of our business portfolio, with a specific emphasis on trusted
solutions for identity management, cryptographic key distribution and cyber analytics. While the Company
continues to identify opportunities to reduce its cost structure to partially offset the potential impact of lower
volumes, there can be no assurance that these efforts will be sufficient to offset the impact of even lower revenues.
Should revenues decrease further in the coming periods, the Company might be required to implement further cost
reductions or other downsizing measures, which could be costly and adversely impact our financial performance.
Additionally, if the Electronics Group’s future cash flows are less than those projected by management or if the
estimated fair value of the business declines, future impairment charges may be required.
21
Additionally, while the commercial vehicle and trailer markets continue to rebound from historic lows, we
expect the market softness experienced within our Industrial Group during the second half of 2012 to continue
through the first half of 2013 due to slow economic growth.
Critical Accounting Policies and Estimates
The preparation of the consolidated financial statements and accompanying notes in conformity with U.S.
generally accepted accounting principles requires that we make estimates and assumptions that affect the amounts
reported. Changes in facts and circumstances could have a significant impact on the resulting estimated amounts
included in our consolidated financial statements. We believe the following critical accounting policies affect our
more complex judgments and estimates. We also have other policies that we consider to be key accounting policies,
such as our policies for revenue recognition in the Industrial Group, including cost of sales; however, these policies
do not meet the definition of critical accounting policies because they do not generally require us to make estimates
or judgments that are difficult or subjective.
Allowance for Doubtful Accounts. We establish reserves for uncollectible accounts receivable based on
overall receivable aging levels, a specific evaluation of accounts for customers with known financial difficulties and
evaluation of customer chargebacks, if any. These reserves and corresponding write-offs could significantly
increase if our customers experience deteriorating financial results or in the event we receive a significant
chargeback, which is deemed uncollectible.
Goodwill. Goodwill is tested for impairment during the fourth quarter or more frequently if events occur
or circumstances change that would warrant such a review. The Company assesses recoverability using a
discounted cash flow analysis. The analysis is based upon available information regarding expected future cash
flows of each reporting unit discounted at rates consistent with the cost of capital specific to the reporting unit. A
growth rate is used to calculate the terminal value of the reporting unit and is added to the present value of the
forecasted cash flows. The growth rate is the expected rate at which a reporting unit’s cash flow is projected to
grow beyond the period covered by the long-range plan.
The sum of the calculated fair values of each reporting unit is then reconciled and compared to our total
market capitalization, allowing for a reasonable control premium. If the discounted cash flow analysis yields a fair
value estimate less than the reporting unit’s carrying value, we proceed to step two of the impairment process. In
the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting
unit’s fair value to all of the assets and liabilities of the reporting unit.
As a result of the first step of the goodwill impairment analysis performed as of December 31, 2012, the
fair value estimate for the Electronics Group, which is the only reporting unit with goodwill, exceeded its carrying
value by approximately 21%. Therefore the second step was not necessary. Key assumptions used to determine the
fair value estimate of our Electronics Group during the fourth quarter were the expected after-tax cash flows for the
period from 2013 to 2017, which include projected improvements in operating margins and a terminal growth rate of
3.0%, which is consistent with the prior year growth rate. Our analysis included a comparison of our market
capitalization to the fair value of the entire enterprise. These and other estimates and assumptions are impacted by
economic conditions and expectations of management and may change in the future based on period-specific facts
and circumstances.
The cash flow analysis requires significant judgment in our evaluation of the business and establishing an
appropriate discount rate and terminal value to apply in the calculation. In selecting these and other assumptions for
each business, we consider historical performance, forecasted operating results, expected changes in product mix,
general market conditions and industry considerations specific to the business. We make significant assumptions
and estimates about the extent and timing of future cash flows, growth rates and discount rates. The cash flows are
estimated over a future period of time, which makes those estimates and assumptions inherently subject to a high
degree of potential uncertainty. We believe that the assumptions and estimates used to determine the fair value of
our reporting unit were reasonable. However, different assumptions could materially affect the results.
This particular reporting unit has proprietary technology, patents and levels of security clearance with the
U.S. Government. We face continued uncertainty in our business environment due to the substantial fiscal and
economic challenges facing the U.S. Government. The U.S. Government is currently under pressure to decrease its
22
spending, and reductions across the defense industry may be mandated in connection with sequestration. The
impact of reduced government spending on our programs and industry could cause our revenues, profits and cash
flows to be lower than our current projections. Any adverse impact to our financial outlook could result in
impairments to our long-term assets, such as goodwill. In addition, market-based inputs to the calculations in the
impairment test, such as weighted average cost of capital and terminal value (based on market comparisons) could
also be negatively impacted. Deteriorating market conditions for comparable public companies in our industry, or a
decline in the market price for the Company's stock, could result in a reduction in the fair value of our assets.
The Company will continue to monitor the performance of the Electronics Group, the performance of the
overall aerospace and defense industry and any material changes in the Company’s market capitalization.
Net Revenue and Cost of Sales. Net revenue of products and services under commercial terms and
conditions are recorded upon delivery and passage of title, or when services are rendered. Related shipping and
handling costs, if any, are included in costs of sales.
Net revenue under long-term, fixed-price contracts with aerospace and defense companies and agencies of the
U.S. Government is recognized in accordance with ASC 605, Revenue Recognition – Construction-Type and
Production-Type Contracts. Net revenue on fixed-price contracts is recognized as services are performed. Revenue
is deferred until all of the following have occurred (1) there is a contract in place, (2) delivery has occurred, (3) the
price is fixed or determinable, and (4) collectability is reasonably assured. Contract profits are taken into earnings
based on actual cost of sales for units shipped. Amounts representing contract change orders or claims are included in
revenue when such costs are invoiced to the customer.
Long-lived asset impairment. We perform periodic impairment analysis on our long-lived amortizable
assets whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.
When indicators are present, we compare the estimated future undiscounted net cash flows of the operations to
which the assets relate to their carrying amount. If the operations are unable to recover the carrying amount of their
assets, the long-lived assets are written down to their estimated fair value. Fair value is determined based on
discounted cash flows, third party appraisals or other methods that provide appropriate estimates of value. A
considerable amount of management judgment and assumptions are required in performing the impairment test,
principally in determining whether an adverse event or circumstance has triggered the need for an impairment
review. We recorded no impairment charges in 2012 and an immaterial amount of impairment charges in 2011.
While we believe our judgments and assumptions were reasonable, changes in assumptions underlying these
estimates could result in a material impact to our consolidated financial statements in any given period.
Pension Plan Funded Status. The calculation of pension assets and liabilities involve complex estimation
processes dependent on assumptions developed by us in consultation with our outside advisors such as actuaries.
The assumptions used, including discount rates and return on plan assets, have a significant impact on plan expenses
and obligations. Changes in these rates could significantly impact the actuarially determined amounts recorded in
the statements of financial position. If actual experience differs from expectations, our financial position and results
of operations in future periods could be affected.
A change in the assumed pension discount rate of 100 basis points would result in a change in our pension
obligation as of December 31, 2012 of less than $0.1 million. A $0.1 million increase in the expected market values
of pension assets would change the estimated 2013 pension expense by less than $0.1 million.
Discount rates are based upon the construction of a theoretical bond portfolio, adjusted according to the
timing of expected cash flows for the future obligations. A yield curve is based on a subset of these fixed income
investments. The projected cash flows are matched to this yield curve and a present value is developed which is
then calibrated to develop a single equivalent discount rate. Pension benefits are funded through deposits with
trustees that satisfy, at a minimum, the applicable funding regulations. Expected investment rates of return are
based upon input from the plan’s investment advisors and actuary regarding our expected investment portfolio mix,
historical rates of return on those assets, projected future asset class returns and long-term market conditions and
inflation expectations. We believe that the long-term asset allocation on average will approximate the targeted
allocation, and we regularly review the actual asset allocation to periodically rebalance the investments to the
targeted allocation when appropriate.
23
Actuarial gains or losses may result from changes in assumptions or when actual experience is different
from that expected. Under applicable standards, those gains and losses are not required to be immediately
recognized as expense, but instead may be deferred as part of accumulated other comprehensive income and
amortized into expense over future periods.
Reserve for Excess, Obsolete and Scrap Inventory. We record inventory at the lower of cost, determined
under the first-in, first-out method, or market, and we reserve for excess, obsolete or scrap inventory. These
reserves are primarily based upon management’s assessment of the salability of the inventory, historical usage of
raw materials, historical demand for finished goods and estimated future usage and demand. An improper
assessment of salability or improper estimate of future usage or demand, or significant changes in usage or demand
could result in significant changes in the reserves and a positive or a negative impact on our consolidated results of
operations in the period the change occurs.
Stock-based Compensation. We account for stock-based compensation in accordance with the fair value
recognition provisions using the Black-Scholes option-pricing method, which requires the input of several subjective
assumptions. These assumptions include estimating the length of time employees will retain their vested stock
options before exercising them (expected term), the estimated volatility of our common stock price over the
expected term and the number of options that will ultimately not complete their vesting requirements (forfeitures).
Changes in the subjective assumptions can materially affect the fair value estimate of stock-based compensation and
consequently, the related expense recognized in the consolidated statements of operations.
Income Taxes. We account for income taxes as required by the provisions of ASC 740, Income Taxes,
under which deferred tax assets and liabilities are recognized for the tax effects of temporary differences between
the financial reporting and tax bases of assets and liabilities measured using enacted tax rates.
Management judgment is required in determining income tax expense and the related balance sheet
amounts. In addition, under ASC 740-10, Accounting for Uncertainty in Income Taxes, judgments are required
concerning the ultimate outcome of uncertain income tax positions. Actual income taxes paid may vary from
estimates, depending upon changes in income tax laws, actual results of operations and the final audit of tax returns
by taxing authorities. Tax assessments may arise several years after tax returns have been filed. We believe that our
recorded income tax liabilities adequately provide for the probable outcome of these assessments.
Deferred tax assets are also recorded for operating losses and tax credit carryforwards. However, ASC 740
requires that a valuation allowance be recorded when it is more likely than not that some portion or all of the
deferred tax assets will not be realized. This assessment is largely dependent upon projected near-term profitability
including the effects of tax planning. Deferred tax assets and liabilities are determined separately for each tax
jurisdiction in which we conduct our operations or otherwise incur taxable income or losses. We have recorded
valuation allowances against deferred tax assets in the U.S. and Mexico where realization has been determined to be
uncertain. However, our Mexican operation, which has historically generated taxable income and expects to
continue to be profitable for the foreseeable future, also has certain deferred tax assets that are expected to be
realized and therefore no valuation allowance has been recorded against such assets as of December 31, 2012.
Since future financial results may differ from previous estimates, periodic adjustments to our valuation allowance
may be necessary.
24
Results of Operations
We operate in two segments, the Industrial Group and the Electronics Group. The table presented below,
which compares our segment and consolidated results of operations from one year to another, presents the results for
each year, the change in those results from one year to another in both dollars and percentage change and the results
for each year as a percentage of net revenue. The first two data columns in the table show the absolute results for
each year presented. The columns entitled “Year Over Year Change” and “Year Over Year Percentage Change”
show the change in results, both in dollars and percentages. These two columns show favorable changes as positive
and unfavorable changes as negative. For example, when our net revenue increases from one year to the next, that
change is shown as a positive number in both columns. Conversely, when expenses increase from one year to the
next, that change is shown as a negative number in both columns. The last two columns in the table show the results
for each period as a percentage of net revenue. In these two columns, the cost of sales and gross profit for each
segment are given as a percentage of that segment’s net revenue. These amounts are shown in italics. In addition,
as used in this table, “NM” means “not meaningful.”
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Year Ended
December 31,
2012
2011
Year Over
Year
Change
Favorable
(Unfavorable)
Year Over
Year
Percentage
Change
Favorable
(Unfavorable)
(in thousands, except percentage data)
Results as Percentage of
Net Revenue for the
Year Ended
December 31,
2012
2011
Net revenue:
Industrial Group .......................................................... $ 286,046 $ 273,305 $ 12,741
55,558
Electronics Group .......................................................
Total net revenue ...................................................... 341,604
62,320
335,625
(6,762) (10.9)
1.8
5,979
4.7%
Cost of sales:
Industrial Group .......................................................... 255,065
Electronics Group .......................................................
42,790
Total cost of sales ..................................................... 297,855
245,962
54,434
300,396
(9,103)
11,644
2,541
(3.7)
21.4
0.8
Gross profit:
Industrial Group ..........................................................
Electronics Group .......................................................
Total gross profit .......................................................
Selling, general and administrative ...............................
Research and development ...........................................
Amortization of intangible assets ..................................
Nonrecurring (income) expense ....................................
Restructuring expense, net ............................................
30,981
12,768
43,749
30,797
3,816
89
—
—
27,343
7,886
35,229
28,315
3,397
102
(3,000)
231
3,638
4,882
8,520
13.3
61.9
24.2
(2,482)
(8.8)
(419) (12.3)
12.7
(3,000) NM
NM
231
13
Operating income ..........................................................
9,047
6,184
2,863
46.3
Interest expense, net ......................................................
(Gain) on sale of marketable securities .........................
Other (income), net .......................................................
Income from continuing operations before income
437
(1,850)
(2,055)
1,732
—
(6,604)
74.8
1,295
1,850
NM
(4,549) (68.9)
taxes ........................................................................
12,515
11,056
1,459
13.2
Income tax expense .......................................................
2,248
Income from continuing operations ..............................
10,267
2,621
8,435
373
14.2
1,832
21.7
83.7%
16.3
100.0
81.4%
18.6
100.0
89.2
77.0
87.2
10.8
23.0
12.8
9.0
1.1
0.0
—
—
2.7
0.1
(0.5)
(0.6)
3.7
0.7
3.0
90.0
87.3
89.5
10.0
12.7
10.5
8.4
1.0
0.0
(0.9)
0.1
1.9
0.5
—
(1.9)
3.3
0.8
2.5
Loss from discontinued operations, net of tax ..............
(7,220)
(528)
(6,692) NM
(2.1)
(0.1)
Net income .................................................................... $
3,047 $
7,907 $ (4,860) (61.5)
0.9%
2.4%
25
Net Revenue. The Industrial Group derives its revenue from manufacturing services and product sales.
Net revenue in the Industrial Group increased $12.7 million from the prior year to $286.0 million in 2012. Increased
steel prices, which are contractually passed through to customers under certain contracts, contributed to increased
revenue of approximately $7.2 million in 2012. Sales of our specialty closure products increased $3.5 million.
Additionally, pricing adjustments contributed to increased revenue of approximately $2.3 million in 2012. Increased
volumes for light, medium and heavy-duty commercial truck components contributed to increased revenue of
approximately $1.8 million. Partially offsetting these increases were lower volumes for trailer axle beams of
$1.3 million and for the off-highway business of $0.8 million.
The Electronics Group derives its revenue from product sales and technical outsourced services. Net
revenue in the Electronics Group decreased $6.8 million to $55.6 million in 2012. The decrease from the prior year
is due in part to the completion of certain electronic manufacturing and engineering services programs. The
Company is currently developing new products and pursuing new programs to replenish its revenue stream within
the Electronics Group; however, commercializing the new products and programs has been slower than anticipated
and is not expected to result in significant revenue in 2013. Additionally, the Electronics Group’s outlook continues
to be negatively affected by budgetary and funding uncertainty within the U.S. Department of Defense. For
information about the budgetary and funding uncertainty, see “Item A. Risk Factors – Congressional budgetary
constraints or reallocations can reduce our government sales” above. Partially offsetting this was an increase in
product sales to foreign governments and a $2.4 million increase in space-related programs. Revenues for our
Electronics Group are expected to remain relatively flat in 2013.
Gross Profit. The Industrial Group’s gross profit increased $3.6 million to $30.9 million in 2012 as
compared to $27.3 million in the prior year. The increase in sales volume of specialty closures resulted in an
increase in gross profit of approximately $1.6 million. Price increases resulted in an increase in gross profit of
$1.5 million over the prior year. The Industrial Group also realized an increase in gross profit of $1.2 million as a
result of productivity improvements. Partially offsetting this was a $0.7 million cost increase over the prior year due
to inflationary items and higher utilities.
The Electronics Group’s gross profit increased $4.9 million to $12.8 million in 2012 primarily as a result of
a favorable mix in sales of higher margin products and services including an increase in product sales to overseas
customers, which typically carry higher margins. The Electronics Group’s gross profit as a percentage of revenue
for 2012 increased to 23.0% from 12.7% in 2011.
Selling, General and Administrative. Selling, general and administrative expense increased $2.5 million
to $30.8 million in 2012 as compared to $28.3 million in 2011. Selling, general and administrative expense
increased as a percentage of revenue to 9.0% in 2012 from 8.4% in 2011. Selling, general and administrative
expense for the year ended December 31, 2012 include a $1.1 million write-off of pre-contract costs when it was
determined that certain pre-contract costs could no longer be capitalized due to current year market events involving
a specific contract. The Company has continued to limit increases in controllable general and administrative
expenses as revenues have increased in its Industrial Group.
Research and Development. Research and development costs were $3.8 million and $3.4 million for the
years ended December 31, 2012 and 2011, respectively, in support of the Electronics Group’s self-funded product
and technology development activities.
Nonrecurring (Income) Expense. During 2011, the Company recognized a gain of $3.0 million in
connection with a settlement regarding prior year volumes with one of its customers.
Interest Expense, Net.
Interest expense for the year ended December 31, 2012 decreased $1.3 million due
to a decrease in our weighted average interest rate applicable to our outstanding debt and a decrease in the weighted
average debt outstanding. The weighted average interest rate decreased to 2.4% in 2012 from 5.6% in 2011,
reflecting lower interest rates under the Company’s Credit Facility entered into on May 12, 2011 (the “Credit
Facility”). Additionally, our weighted average debt outstanding decreased to $10.9 million during 2012 from
$18.1 million during 2011.
Other (Income) Expense, Net. Other (income) expense, net decreased $4.6 million to $2.1 million for
2012 from $6.6 million in 2011. Other income for the year ended December 31, 2012 includes a gain of
26
$2.6 million from the sale of idle assets within the Industrial Group. Partially offsetting this were foreign currency
related losses of $0.8 million related to the net U.S. dollar denominated monetary asset position of our Mexican
subsidiaries for which the Mexican peso is the functional currency. Other income, net for the year ended
December 31, 2011 includes gains of $3.6 million from the sale of idle assets within the Industrial Group and
foreign currency transaction gains of $2.6 million.
Income Taxes. The 2012 income tax provision consists of current and deferred tax expense of
$1.4 million and $0.9 million, respectively. The 2011 income tax provision consists of current and deferred tax
expense of $2.1 million and $0.5 million, respectively. The current tax expense in both years is primarily
attributable to taxes paid by our Mexican subsidiaries. Included in deferred tax expense in both years is an increase
in the valuation allowance on U.S. deferred tax assets. Our Mexican subsidiaries recognized a deferred tax benefit
in both years related to the recovery of certain deferred tax assets that were previously reserved for by a valuation
allowance.
Discontinued Operations. On October 26, 2009, the Company sold all of the stock of its wholly owned
subsidiary, Sypris Test & Measurement, Inc. (“Sypris Test & Measurement”) for $39.0 million, of which
$3.0 million was deposited in an escrow account in connection with certain customary representations, warranties,
covenants and indemnifications of the Company and was classified as restricted cash on the Company’s
consolidated balance sheets as of December 31, 2011. During 2010, the Company was made aware of a potential
indemnification claim from the purchaser of Sypris Test & Measurement, and the parties engaged in binding
arbitration to resolve the claim. During 2012, the arbitration dispute was settled for $6.5 million, which includes the
counterparty’s legal fees and expenses. Both parties have entered a mutual release of all related potential claims.
This amount was paid in October 2012. The Company also incurred legal expenses of $0.7 million and $0.1 million
during 2012 and 2011, respectively, in connection with the claim. These charges are included in loss from
discontinued operations, net of tax in the consolidated statements of operations.
27
Quarterly Results
The following table presents our unaudited condensed consolidated statements of operations data for each
of the eight quarters in the two-year period ended December 31, 2012. The quarterly results are presented on a 13-
week period basis. We have prepared this data on the same basis as our audited consolidated financial statements
and, in our opinion, have included all normal recurring adjustments necessary for a fair presentation of this
information. You should read these unaudited quarterly results in conjunction with our consolidated financial
statements and related notes included elsewhere in this Annual Report on Form 10-K. The consolidated results of
operations for any quarter are not necessarily indicative of the results to be expected for any subsequent period.
First
Second
Third
Fourth
First
Second
Third
Fourth
2012
2011
(in thousands, except per share data)
13,941
96,463
16,062
98,912
Net revenue:
Industrial Group ..................... $ 82,522 $ 82,850 $ 65,176 $ 55,498 $ 59,550 $ 68,885 $ 72,647 $ 72,223
11,357
13,587
Electronics Group ..................
Total net revenue ....................
83,580
78,763
Cost of sales:
Industrial Group .....................
Electronics Group ..................
Total cost of sales ...................
Gross profit:
Industrial Group .....................
Electronics Group ..................
Total gross profit ....................
Selling, general and
72,600
11,349
83,949
73,944
11,745
85,689
58,602
10,787
69,389
49,919
8,909
58,828
65,716
15,198
80,914
61,805
15,142
76,947
54,418
13,244
67,662
64,023
10,850
74,873
8,906
4,317
13,223
9,922
2,592
12,514
6,931
3,332
10,263
5,579
3,059
8,638
6,574
2,800
9,374
5,132
3,016
8,148
7,080
1,031
8,111
8,200
507
8,707
11,968
67,466
16,260
75,810
18,530
91,177
16,173
85,058
administrative ......................
Research and development .......
Amortization of
intangible assets ...................
Nonrecurring
(income) expense .................
Restructuring expense, net .......
Operating income (loss) ...........
Interest expense, net .................
(Gain) on sale of marketable
securities ..............................
Other (income) expense, net .....
Income (loss) from continuing
operations, before tax ...........
Income tax expense (benefit) ...
Income (loss) from continuing
operations ............................
Loss from discontinued
operations, net of tax ............
Net income (loss) ..................... $
Basic income (loss) per share:
Income (loss) per share from
continuing operations ......... $
Loss per share from
discontinued operations .....
Net income (loss) per share .. $
Diluted income (loss) per share:
Income (loss) per share from
continuing operations ......... $
Loss per share from
discontinued operations .....
Net income (loss) per share .. $
7,595
394
7,698
1,035
7,633
1,084
7,871
1,303
6,863
616
6,810
924
22
22
—
—
4,503
117
—
—
4,468
105
22
—
—
635
98
23
28
—
—
(559)
117
(3,000)
(253)
3,894
729
—
(2,074)
(537)
(457)
(1,313)
561
—
(85)
—
231
28
—
130
219
726
—
275
7,232
1,097
24
—
356
1,554
153
7,410
760
22
—
(2)
517
124
—
(6,489)
—
(621)
6,460
949
5,357
343
1,289
697
(591)
259
2,934
432
(782)
768
7,890
1,808
1,014
(387)
5,511
5,014
592
(850)
2,502
(1,550)
6,082
1,401
(223)
5,288 $
(576)
4,438 $
(6,331)
(5,739) $
(90)
(940) $
(450)
2,052 $
—
(1,550) $
—
6,082 $
(78)
1,323
0.28
$
0.25
$
0.03
$
(0.04) $
0.13
$
(0.08) $
0.30 $
0.07
(0.01)
0.27
$
(0.03)
0.22
$
(0.33)
(0.30) $
(0.01)
(0.05) $
(0.02)
0.11
$
—
(0.08) $
—
0.30 $
—
0.07
0.28
$
0.25
$
0.03
$
(0.04) $
(0.12) $
(0.08) $
0.30 $
0.07
(0.01)
0.27
$
(0.03)
0.22
$
(0.32)
(0.29) $
(0.01)
(0.05) $
(0.02)
0.10
—
$
(0.08) $
—
0.30 $
—
0.07
28
Liquidity and Capital Resources
On May 12, 2011, the Company entered into its new Credit Facility providing total availability up to
$50.0 million that supports short-term funding needs and letters of credit, which replaced the Company’s Revolving
Credit Agreement and Senior Notes scheduled to mature in January 2012. Loans made under the Credit Facility will
mature and the commitments thereunder will terminate in May 2016. The Credit Facility provides for an option,
subject to certain conditions, to increase total availability to $60.0 million in the future.
Borrowing availability under the Credit Facility is determined by a monthly borrowing base collateral
calculation that is based on specified percentages of the value of eligible accounts receivable, inventory and
machinery and equipment, less certain reserves and subject to certain other adjustments. At December 31, 2012, we
had total availability under the Credit Facility of $13.2 million along with an unrestricted cash balance of
$18.7 million, which provides for total cash and available borrowing capacity of $31.9 million. Approximately
$11.7 million of the unrestricted cash balance relates to our Mexican subsidiaries. Standby letters of credit up to a
maximum of $5.0 million may be issued under the Credit Agreement of which $1.0 million were issued at
December 31, 2012. Obligations under the Credit Facility are guaranteed by all of our U.S. subsidiaries and are
secured by a first priority lien on substantially all domestic assets of the Company.
The Credit Facility contains a number of covenants that, among other things, limit or restrict our ability to
dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback
transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create
restrictions affecting subsidiaries, pay dividends and other restricted payments without bank approval, create liens,
make investments, make acquisitions, engage in mergers, change the nature of our business and engage in certain
transactions with affiliates. In addition, if the Company's availability under the Credit Facility falls below
$6.0 million (or $8.0 million for a period of 5 or more consecutive days), the Company must maintain a fixed charge
coverage ratio of at least 1.15 to 1.00.
We also had purchase commitments totaling approximately $7.1 million at December 31, 2012, primarily
for inventory and manufacturing equipment.
There are numerous risks and uncertainties relating to the global economy and the commercial vehicle and
aerospace and defense industries that could materially affect our financial condition, future results of operations and
liquidity. These risks and uncertainties could result in decreased sales, limited access to credit, rising costs,
increased competition, customer or supplier bankruptcies, delays in customer payment terms and acceleration of
supplier payments, growing inventories and failure to meet debt covenants.
As a result of a decline in the overall economy, we took significant actions throughout 2009, 2010 and
2011 to reduce our cost base and improve profitability, including various plant shutdowns and other workforce
reductions. Based on our current forecast for 2013, we expect to be able to meet the financial covenants of our
Credit Facility and have sufficient liquidity to finance our operations. However, changing business, regulatory and
economic conditions may mean that actual results will vary from our forecasts. For more information, please refer
to “Risk Factors” in Item 1A of this Annual Report on Form 10-K.
Our ability to service our indebtedness will require a significant amount of cash. Our ability to generate
this cash will depend largely on future operations. Based upon our current level of operations and our 2013 business
plan, we believe that cash flow from operations, available cash and available borrowings under our Credit Facility
will be adequate to meet our liquidity needs for at least the next twelve months.
Financial Condition
Operating Activities. Net cash used in operating activities was $4.9 million in 2012, as compared to net
cash provided of $17.4 million in 2011. Accounts payable decreased during 2012 and used $15.2 million during the
year as a result of the timing of purchases primarily by our Industrial Group. Accrued liabilities decreased in 2012
and used $6.1 million primarily as a result of a retention bonus payout and payments related to the settlement of an
arbitration dispute regarding the sale of Sypris Test & Measurement. Prepaid expenses and other assets increased
and used $1.4 million primarily as a result of a $0.8 million increase in income taxes refundable for our Mexican
subsidiaries. Accounts receivable decreased in 2012 and provided cash of $4.3 million as a result of the timing of
29
revenue within the year. The Industrial Group’s fourth quarter revenue declined $16.7 million in 2012 as compared
to the fourth quarter of 2011, resulting in a decline in accounts receivable of $8.9 million. Partially offsetting this
decrease was an increase in sales within the Electronics Group at the end of 2012, driving an increase in accounts
receivable of $4.6 million.
Investing Activities. Net cash used in investing activities was $0.6 million in 2012 as compared to net cash
used of $1.8 million in 2011. Net cash used in investing activities for 2012 included $7.1 million of capital
expenditures partially offset by proceeds of $4.6 million from the sale of idle assets primarily within the Industrial
Group and $1.9 million from the sale of marketable securities. Net cash used in investing activities in 2011 includes
capital expenditures of $6.8 million partially offset by proceeds from the sale of assets of $5.0 million.
Financing Activities. Net cash provided by financing activities was $6.0 million for the year ended
December 31, 2012 as compared to net cash used of $14.1 million in 2011. Net cash provided by financing
activities in 2012 included $9.0 million in additional borrowings under the Credit Facility partially offset by
$1.6 million in dividend payments and $1.4 million for the repurchase of stock and minimum statutory tax
withholdings on stock-based compensation. Net cash used in financing activities in 2011 included the repayment of
debt under the Company’s former Revolving Credit Agreement and Senior Notes partially offset by borrowings of
$10.0 million under the new Credit Facility. The Company also paid $0.4 million of deferred loan cost in 2011 in
conjunction with the new Credit Facility and $0.4 million for minimum statutory tax withholdings on stock-based
compensation.
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources as of December 31, 2012.
Recent Accounting Pronouncements
See Note 1 to our consolidated financial statements for a full description of recent accounting
pronouncements, including the respective dates of adoption and effects on our results of operations and financial
condition.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K and thus are not
required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.
30
Item 8.
Financial Statements and Supplementary Data
SYPRIS SOLUTIONS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management’s Report on Internal Control Over Financial Reporting ...................................................................... 32
Report of Independent Registered Public Accounting Firm ..................................................................................... 33
Report of Independent Registered Public Accounting Firm ..................................................................................... 34
Consolidated Statements of Operations .................................................................................................................... 35
Consolidated Statements of Comprehensive Income ............................................................................................... 36
Consolidated Balance Sheets .................................................................................................................................... 37
Consolidated Statements of Cash Flows ................................................................................................................... 38
Consolidated Statements of Stockholders’ Equity .................................................................................................... 39
Notes to Consolidated Financial Statements............................................................................................................. 40
31
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Sypris Solutions, Inc. is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal
control system was designed to provide reasonable assurance to Sypris management and its Board of Directors
regarding the preparation and fair presentation of published consolidated financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can only provide reasonable assurance with respect to the accuracy of
consolidated financial statement preparation and presentation.
Under the supervision and with participation of our management, including the Chief Executive Officer and
Chief Financial Officer, we assessed the effectiveness of Sypris Solutions, Inc.’s internal control over financial
reporting as of December 31, 2012. In making our assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on our
assessment, we concluded that as of December 31, 2012, Sypris’ internal control over financial reporting is effective
based on these criteria.
Ernst & Young LLP, our independent auditors and a registered public accounting firm, has audited and
reported on the consolidated financial statements of Sypris Solutions, Inc. and on the effectiveness of our internal
controls over financial reporting. The reports of Ernst & Young LLP are contained in this Annual Report on Form
10-K.
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sypris Solutions, Inc.
We have audited Sypris Solutions, Inc.’s internal control over financial reporting as of December 31, 2012,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Sypris Solutions, Inc.’s management is responsible
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Sypris Solutions Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Sypris Solutions, Inc. as of December 31, 2012 and 2011,
and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash
flows for the years then ended of Sypris Solutions. Inc. and our report dated March 12, 2013 expressed an
unqualified opinion thereon.
Louisville, Kentucky
March 12, 2013
/s/ ERNST & YOUNG LLP
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Sypris Solutions, Inc.
We have audited the accompanying consolidated balance sheets of Sypris Solutions, Inc. (the Company) as
of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income,
stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Sypris Solutions, Inc. at December 31, 2012 and 2011, and the consolidated
results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Sypris Solutions, Inc.’s internal control over financial reporting as of December 31, 2012,
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 12, 2013 expressed an unqualified opinion
thereon.
/s/ ERNST & YOUNG LLP
Louisville, Kentucky
March 12, 2013
34
SYPRIS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
Year ended December 31,
2012
2011
Net revenue:
Outsourced services ...................................................................................................... $ 289,173
52,431
Products ........................................................................................................................
$ 283,189
52,436
Total net revenue .......................................................................................................
341,604
335,625
Cost of sales:
Outsourced services ......................................................................................................
Products ........................................................................................................................
258,458
39,397
254,998
45,398
Total cost of sales ......................................................................................................
297,855
300,396
Gross profit ................................................................................................................
43,749
35,229
Selling, general and administrative ...................................................................................
Research and development ...............................................................................................
Amortization of intangible assets .....................................................................................
Nonrecurring (income), net ..............................................................................................
Restructuring expense, net ................................................................................................
30,797
3,816
89
—
—
Operating income ......................................................................................................
9,047
Interest expense, net .........................................................................................................
(Gain) on sale of marketable securities .............................................................................
Other (income), net ...........................................................................................................
437
(1,850)
(2,055)
28,315
3,397
102
(3,000)
231
6,184
1,732
—
(6,604)
Income from continuing operations before income taxes ..........................................
12,515
11,056
Income tax expense ..........................................................................................................
2,248
Income from continuing operations ..........................................................................
10,267
Loss from discontinued operations, net of tax ..................................................................
(7,220)
2,621
8,435
(528)
Net income ................................................................................................................ $
3,047
$
7,907
Basic income (loss) per share:
Income per share from continuing operations ........................................................... $
Loss per share from discontinued operations ............................................................
Net income per share ................................................................................................. $
0.51
(0.38)
0.13
Diluted income (loss) per share:
Income per share from continuing operations ........................................................... $
Loss per share from discontinued operations ............................................................
Net income per share ................................................................................................. $
0.50
(0.37)
0.13
Cash dividends per common share ................................................................................... $
0.08
$
$
$
$
$
0.43
(0.03)
0.40
0.43
(0.03)
0.40
—
The accompanying notes are an integral part of the consolidated financial statements.
35
SYPRIS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year ended December 31,
2012
2011
Net income ........................................................................................................................ $
3,047
$
7,907
Other comprehensive income (loss):
Foreign currency translation adjustments .....................................................................
Employee benefit related ..............................................................................................
Reclassification adjustment for net gain on marketable securities
included in net income ...............................................................................................
Unrealized gain on marketable securities .....................................................................
2,132
161
(1,685)
—
(4,863)
(4,668)
—
1,685
Other comprehensive income (loss), net of tax .........................................................
608
(7,846)
Total comprehensive income ............................................................................................ $
3,655
$
61
The accompanying notes are an integral part of the consolidated financial statements.
36
SYPRIS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)
ASSETS
Current assets:
Cash and cash equivalents ............................................................................................. $
Accounts receivable, net ...............................................................................................
Inventory, net ................................................................................................................
Other current assets .......................................................................................................
Assets held for sale .......................................................................................................
Total current assets .......................................................................................................
Restricted cash ..................................................................................................................
Investment in marketable securities ..................................................................................
Property, plant and equipment, net ...................................................................................
Goodwill ...........................................................................................................................
Other assets .......................................................................................................................
December 31,
2012
2011
18,664
38,530
33,958
4,946
—
96,098
—
—
53,050
6,900
4,920
$
18,173
42,984
33,621
3,468
1,739
99,985
3,000
1,749
56,891
6,900
7,200
Total assets ................................................................................................................ $ 160,968
$ 175,725
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable .......................................................................................................... $
Accrued liabilities .........................................................................................................
Total current liabilities ..............................................................................................
Long-term debt .................................................................................................................
Other liabilities .................................................................................................................
36,267
21,988
58,255
19,000
20,780
$
51,303
23,569
74,872
10,000
30,385
Total liabilities ...........................................................................................................
98,035
115,257
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;
20,190,116 shares issued and 20,155,268 outstanding in 2012 and 20,108,635
shares issued and 19,995,401 outstanding in 2011 ....................................................
Additional paid-in capital ..............................................................................................
Retained deficit .............................................................................................................
Accumulated other comprehensive loss ........................................................................
Treasury stock, 34,848 and 113,234 shares in 2012 and 2011, respectively .................
—
—
—
—
—
—
202
149,576
(65,282)
(21,562)
(1)
201
149,160
(66,722)
(22,170)
(1)
Total stockholders’ equity .........................................................................................
62,933
60,468
Total liabilities and stockholders’ equity ................................................................... $ 160,968
$ 175,725
The accompanying notes are an integral part of the consolidated financial statements.
37
SYPRIS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended December 31,
2012
2011
$
3,047
(7,220)
10,267
7,907
(528)
8,435
Cash flows from operating activities:
Net income .................................................................................................................... $
Loss from discontinued operations ...............................................................................
Income from continuing operations ..............................................................................
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization ...................................................................................
Deferred income taxes ...............................................................................................
Gain on sale of marketable securities ........................................................................
Non-cash compensation .............................................................................................
Deferred revenue recognized .....................................................................................
Deferred loan costs recognized ..................................................................................
Write-off of pre-contract costs ..................................................................................
Write-off of debt issuance costs ................................................................................
Gain on sale of assets ................................................................................................
Provision for excess and obsolete inventory .............................................................
Other noncash items ..................................................................................................
Contributions to pension plans ..................................................................................
Changes in operating assets and liabilities:
Accounts receivable .................................................................................................
Inventory ..................................................................................................................
Prepaid expenses and other assets ...........................................................................
Accounts payable .....................................................................................................
Accrued and other liabilities ....................................................................................
Net cash (used in) provided by operating activities ...............................................
Cash flows from investing activities:
Capital expenditures ......................................................................................................
Proceeds from sale of marketable securities .................................................................
Proceeds from sale of assets ..........................................................................................
Other .............................................................................................................................
Net cash used in investing activities ......................................................................
Cash flows from financing activities:
Repayment of former Revolving Credit Agreement .....................................................
Repayment of former Senior Notes ...............................................................................
Net change in debt under revolving credit agreements .................................................
Payments for deferred loan costs ..................................................................................
Common stock repurchases...........................................................................................
Indirect repurchase of shares for minimum statutory tax withholdings ........................
Cash dividends paid ......................................................................................................
Proceeds from issuance of common stock ....................................................................
Net cash provided by (used in) financing activities ...............................................
Net increase in cash and cash equivalents ........................................................................
12,251
871
(1,850)
1,826
(7,892)
78
1,113
—
(2,590)
928
1,209
(1,598)
4,307
(1,191)
(1,350)
(15,193)
(6,106)
(4,920)
(7,082)
1,914
4,595
—
(573)
—
—
9,000
—
(660)
(750)
(1,607)
1
5,984
491
14,216
508
—
979
(6,884)
172
—
277
(4,523)
945
(2,545)
(753)
(1,509)
(4,302)
564
11,747
100
17,427
(6,848)
—
5,032
33
(1,783)
(10,000)
(13,305)
10,000
(387)
—
(435)
—
64
(14,063)
1,581
16,592
Cash and cash equivalents at beginning of year ...............................................................
18,173
Cash and cash equivalents at end of year ......................................................................... $
18,664
$
18,173
The accompanying notes are an integral part of the consolidated financial statements.
38
SYPRIS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except for share data)
Common Stock
Shares
Amount
Additional Retained
(Deficit)
Earnings
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
(Loss)
Treasury
Stock
January 1, 2011 balance ....................................
19,663,229 $
199 $ 148,555 $ (74,629)
$ (14,324) $
(3)
Net income ........................................................
Unrealized gain on marketable securities..........
Employee benefit related ..................................
Foreign currency translation adjustment ...........
Comprehensive income (loss) ...........................
—
—
—
—
—
Restricted common stock grant .........................
Noncash compensation .....................................
Exercise of stock options ..................................
Treasury stock ...................................................
Retire treasury stock .........................................
December 31, 2011 balance ..............................
413,500
31,200
14,185
(35,000)
(91,713)
19,995,401
Net income ........................................................
Reclassification adjustment for net gain on
marketable securities included in net
income ..........................................................
Employee benefit related ..................................
Foreign currency translation adjustment ...........
Comprehensive income .....................................
Cash dividends, $0.08 per common share .........
Common stock repurchases ..............................
Restricted common stock grant .........................
Noncash compensation .....................................
Exercise of stock options ..................................
Treasury stock ...................................................
Retire treasury stock .........................................
—
—
—
—
—
—
(96,868)
305,000
36,000
62,386
(20,000)
(126,651)
—
—
—
—
—
2
—
—
—
—
201
—
—
—
—
—
—
(1)
3
—
—
—
(1)
—
—
—
—
—
7,907
—
—
—
7,907
—
1,685
(4,668)
(4,863)
(7,846)
1
979
64
—
(439)
—
—
—
—
—
149,160 (66,722)
—
—
—
—
—
(22,170)
—
3,047
—
—
—
—
—
—
(659)
(3)
1,826
—
—
(748)
—
—
—
3,047
(1,607)
—
—
—
—
—
—
(1,685)
161
2,132
608
—
—
—
—
—
—
—
—
—
—
—
—
2
—
—
—
—
(1)
—
—
—
—
—
—
—
—
—
—
—
—
December 31, 2012 balance ..............................
20,155,268 $
202 $ 149,576 $ (65,282)
$ (21,562) $
(1)
The accompanying notes are an integral part of the consolidated financial statements.
39
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012 and 2011
(1)
Organization and Significant Accounting Policies
Consolidation Policy
The accompanying consolidated financial statements include the accounts of Sypris Solutions, Inc. and its
wholly-owned subsidiaries (collectively, “Sypris” or the “Company”) and have been prepared by the Company in
accordance with the rules and regulations of the Securities and Exchange Commission. The Company’s operations
are domiciled in the United States (U.S.), Mexico and Denmark and serve a wide variety of domestic and
international customers. All intercompany accounts and transactions have been eliminated.
Nature of Business
Sypris 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. The Company provides such services through its Industrial and Electronics
Groups (Note 24).
Use of Estimates
The preparation of the consolidated financial statements and accompanying notes in conformity with U.S.
generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported. Changes in facts and circumstances could have a significant impact on the resulting estimated
amounts included in our consolidated financial statements. Actual results could differ from these estimates.
Discontinued Operations
The Company classifies a business component that either has been disposed of or is classified as held for
sale as a discontinued operation if the cash flows of the component have been or will be eliminated from ongoing
operations and the Company will no longer have any significant continuing involvement in the component. The
results of operations related to the discontinued operations are aggregated and presented on one line on the statement
of operations. See Note 2 for additional information regarding discontinued operations.
Cash Equivalents and Restricted Cash
Cash equivalents include all highly liquid investments with a maturity of three months or less when
purchased. Restricted cash at December 31, 2011 included money held in escrow pursuant to the sale of Sypris Test
& Measurement in 2009 in connection with certain customary representations, warranties, covenants and
indemnifications of the Company (Note 2).
Inventory
Inventory is stated at the lower of cost or estimated net realizable value. Costs for raw materials, work in
process and finished goods is determined under the first-in, first-out method. Indirect inventories, which include
perishable tooling, repair parts and other materials consumed in the manufacturing process but not incorporated into
finished products are classified as raw materials.
The Company’s reserve for excess and obsolete inventory is primarily based upon forecasted demand for
its product sales, and any change to the reserve arising from forecast revisions is reflected in cost of sales in the
period the revision is made.
40
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Investment in Marketable Securities
Securities are carried at fair value based on quoted market prices. Increases and decreases in fair value are
recorded as unrealized gains and losses in other comprehensive income (loss). Management evaluates its
marketable securities for other-than-temporary impairment when the fair value of the investment is lower than its
book value. Factors that are considered when evaluating for other-than-temporary impairment include the length of
time and the extent to which market value has been less than cost, the financial condition and near-term prospects of
the issuer, credit risk, and the Company’s intent and ability to hold the investment for a period of time sufficient to
allow for any anticipated recovery in the market.
Property, Plant and Equipment
Property, plant and equipment is stated at cost. Depreciation of property, plant and equipment is generally
computed using the straight-line method over their estimated economic lives. For land improvements, buildings and
building improvements, the estimated economic life is generally 40 years. Estimated economic lives range from
three to fifteen years for machinery, equipment, furniture and fixtures. Leasehold improvements are amortized over
the shorter of their economic life or the respective lease term using the straight-line method. Expenditures for
maintenance, repairs and renewals of minor items are expensed as incurred. Major rebuilds and improvements are
capitalized.
Plant assets classified as Assets held for sale are initially measured at the lesser of the assets’ carrying
amount or the fair value less costs to sell. Gains or losses are recognized for any subsequent changes in the fair
value less cost to sell; however, gains are only recognized to the extent of cumulative losses previously
recognized. Plant assets classified as assets held for sale are not depreciated.
Long-lived Assets
The Company reviews the carrying value of amortizable long-lived assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be
held for sale and held for use is measured by a comparison of the carrying amount of the asset to the undiscounted
future net cash flows expected to be generated by the asset. If facts and circumstances indicate that the carrying
value of an asset or groups of assets, as applicable, is impaired, the long-lived asset or groups of long-lived assets
are written down to their estimated fair value.
Goodwill
Goodwill is tested for impairment during the fourth quarter or more frequently if events occur or
circumstances change that would warrant such a review. The Company assesses recoverability using a discounted
cash flow analysis. The analysis is based upon available information regarding expected future cash flows of each
reporting unit discounted at rates consistent with the cost of capital specific to the reporting unit. A growth rate is
used to calculate the terminal value of the reporting unit and is added to the present value of the forecasted cash
flows. The growth rate is the expected rate at which a reporting unit’s cash flow is projected to grow beyond the
period covered by the long-range plan.
The sum of the calculated fair values of each reporting unit is then reconciled and compared to our total
market capitalization, allowing for a reasonable control premium. If the discounted cash flow analysis yields a fair
value estimate less than the reporting unit’s carrying value, we proceed to step two of the impairment process. In
the second step, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting
unit’s fair value to all of the assets and liabilities of the reporting unit.
As a result of the first step of the goodwill impairment analysis performed as of December 31, 2012, the
fair value estimate for the Electronics Group, which is the only reporting unit with goodwill, exceeded its carrying
value by approximately 21%. Therefore the second step was not necessary. Key assumptions used to determine the
fair value estimate of our Electronics Group during the fourth quarter were the expected after-tax cash flows for the
period from 2013 to 2017, which include projected improvements in operating margins and a terminal growth rate of
3.0%, which is consistent with the prior year growth rate. Our analysis included a comparison of our market
capitalization to the fair value of the entire enterprise. These and other estimates and assumptions are impacted by
41
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
economic conditions and expectations of management and may change in the future based on period-specific facts
and circumstances.
The cash flow analysis requires significant judgment in our evaluation of the business and establishing an
appropriate discount rate and terminal value to apply in the calculation. In selecting these and other assumptions for
each business, we consider historical performance, forecasted operating results, expected changes in product mix,
general market conditions and industry considerations specific to the business. We make significant assumptions
and estimates about the extent and timing of future cash flows, growth rates and discount rates. The cash flows are
estimated over a future period of time, which makes those estimates and assumptions inherently subject to a high
degree of potential uncertainty. We believe that the assumptions and estimates used to determine the fair value of
our reporting unit were reasonable. However, different assumptions could materially affect the results.
This particular reporting unit has proprietary technology, patents and levels of security clearance with the
U.S. Government. We face continued uncertainty in our business environment due to the substantial fiscal and
economic challenges facing the U.S. Government. The U.S. Government is currently under pressure to decrease its
spending, and reductions across the defense industry may be mandated in connection with sequestration. The
impact of reduced government spending on our programs and industry could cause our revenues, profits and cash
flows to be lower than our current projections. Any adverse impact to our financial outlook could result in
impairments to our long-term assets, such as goodwill. In addition, market-based inputs to the calculations in the
impairment test, such as weighted average cost of capital and terminal value (based on market comparisons) could
also be negatively impacted. Deteriorating market conditions for comparable public companies in our industry, or a
decline in the market price for the Company's stock, could result in a reduction in the fair value of our assets. If any
impairment were indicated as a result of a review, we would recognize a loss based on the amount by which the
carrying amount exceeds the estimated fair value.
The Company will continue to monitor the performance of the Electronics Group, the performance of the
overall aerospace and defense industry and significant changes in the Company’s market capitalization.
Pre-contract Costs
Costs incurred on projects as pre-contract costs are deferred as assets in accordance with ASC 605-35-25
when the Company has been requested by the customer to begin work under a new arrangement prior to contract
execution. The Company records pre-contract costs when formal contracts have not yet been executed, and it is
probable that the Company will recover the costs through the issuance of a contract. If we determine it is probable
that we will be awarded the specific anticipated contract, we capitalize the pre-contract costs we incur, excluding
start-up costs which are expensed as incurred. Conversely, if it appears uncertain that we will obtain the contract
within a specified time period, all previously deferred costs are expensed. During December 2012, it was
determined that certain pre-contract costs could no longer be capitalized due to current year market events involving
a specific contract. As a result, the Company wrote-off deferred costs of $1,709,000 associated with the contract to
selling, general and administrative expense in the accompanying consolidated statements of operations for the fiscal
year ended December 31, 2012. There were no other capitalized pre-contract costs as of December 31, 2012.
Capitalized pre-contract costs of $1,113,000 at December 31, 2011 are included in other assets in the accompanying
Consolidated Balance Sheets.
Deferred Revenue
Deferred revenue for the Electronics Group is recorded when payments are received in advance for service
agreements and extended warranties on certain products and is amortized into revenue on a straight-line basis over
the contractual term. Deferred revenue for the Industrial Group is generally associated with the Dana settlement
(Note 5) and will be amortized into income on a units-of-production basis over the term of the related supply
agreement. See Notes 14 and 15 for the amount of deferred revenue included in accrued liabilities and other
liabilities.
Income Taxes
The Company uses the liability method in accounting for income taxes. Deferred tax assets and liabilities
are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in
42
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
the consolidated financial statements, using the statutory tax rates in effect for the year in which the differences are
expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless
it is more likely than not that such assets will be realized.
In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax
positions. The Company assesses its income tax positions and records tax benefits for all years subject to
examination based upon management’s evaluation of the facts, circumstances, and information available at the
reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the
Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon
ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax
positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized
in the financial statements. Where applicable, associated interest has also been recognized.
The Company recognizes liabilities or assets for the deferred tax consequences of temporary differences
between the tax bases of assets or liabilities and their reported amounts in the financial statements in accordance
with ASC 740, Income Taxes. The Company recognizes interest accrued related to unrecognized tax benefits in
income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense.
Net Revenue and Cost of Sales
Net revenue of products and services under commercial terms and conditions are recorded upon delivery
and passage of title, or when services are rendered. Related shipping and handling costs, if any, are included in costs
of sales.
Net revenue under long-term, fixed-price contracts with aerospace and defense companies and agencies of the
U.S. Government is recognized in accordance with ASC 605, Revenue Recognition – Construction-Type and
Production-Type Contracts. Net revenue on fixed-price contracts is recognized as services are performed. Revenue
is deferred until all of the following have occurred (1) there is a contract in place, (2) delivery has occurred, (3) the
price is fixed or determinable, and (4) collectability is reasonably assured. Contract profits are taken into earnings
based on actual cost of sales for units shipped. Amounts representing contract change orders or claims are included in
revenue when such costs are invoiced to the customer.
Product Warranty Costs
The provision for estimated warranty costs is recorded at the time of sale and is periodically adjusted to reflect
actual experience. The Company’s warranty liability, which is included in accrued liabilities in the accompanying
balance sheets, as of December 31, 2012 and 2011, was $1,111,000 and $914,000, respectively. The Company’s
warranty expense for the years ended December 31, 2012 and 2011 was $422,000 and $460,000, respectively.
Additionally, the Company sells three and five-year extended warranties for certain link encryption products.
The revenue from the extended warranties is deferred and recognized ratably over the contractual term. As of
December 31, 2012 and 2011, the Company had deferred $2,607,000 and $2,536,000, respectively, related to extended
warranties. At December 31, 2012, $1,085,000 is included in accrued liabilities and $1,522,000 is included in other
liabilities in the accompanying balance sheets. At December 31, 2011, $802,000 is included in accrued liabilities and
$1,734,000 is included in other liabilities in the accompanying balance sheets.
Concentrations of Credit Risk
Financial instruments which potentially expose the Company to concentrations of credit risk consist of
accounts receivable. The Company’s customer base consists of a number of customers in diverse industries across
geographic areas, primarily in North America and Mexico, various departments or agencies of the U.S. Government,
and aerospace and defense companies under contract with the U.S. Government. The Company performs periodic
credit evaluations of its customers’ financial condition and does not require collateral on its commercial accounts
receivable. Credit losses are provided for in the consolidated financial statements and consistently have been within
management’s expectations. Approximately 65% and 74% of accounts receivable outstanding at December 31, 2012
and 2011, respectively, are due from the Company’s two largest customers. More specifically, Dana and Meritor
43
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
comprise 44% and 21%, respectively, of December 31, 2012 outstanding accounts receivables. Similar amounts at
December 31, 2011 were 56% and 18%, respectively.
The Industrial Group’s largest customers for the year ended December 31, 2012 were Dana and Meritor,
which represented approximately 55% and 15%, respectively, of the Company’s total net revenue. Dana and Meritor
were also the Company’s largest customers for the year ended December 31, 2011, which represented approximately
54% and 13%, respectively, of the Company’s total net revenue. The Company recognized revenue from contracts
with the U.S. Government and its agencies approximating 6% and 9% of net revenue for the years ended
December 31, 2012 and 2011, respectively. No other single customer accounted for more than 10% of the
Company’s total net revenue for the years ended December 31, 2012 or 2011.
Foreign Currency Translation
The functional currency for the Company’s Mexican subsidiaries is the Mexican peso. Assets and liabilities
are translated at the period end exchange rate, and income and expense items are translated at the weighted average
exchange rate. The resulting translation adjustments are recorded in comprehensive income (loss) as a separate
component of stockholders’ equity. Remeasurement gains or losses for U.S. dollar denominated accounts of the
Company’s Mexican subsidiaries are included in other (income), net.
Collective Bargaining Agreements
Approximately 591, or 46% of the Company’s employees, all of which are in the Industrial Group, are
covered by collective bargaining agreements. Excluding certain Mexico employees covered under an annually
ratified agreement, collective bargaining agreements covering 37 employees expire within the next 12 months.
Certain Mexico employees are covered by an annually ratified collective bargaining agreement and represent
approximately 411 employees, or 32% of the Company’s workforce.
Adoption of Recently Issued Accounting Standards
In June 2011, the Financial Accounting Standards Board issued ASU 2011-05, “Comprehensive Income
(Topic 220): Presentation of Comprehensive Income,” which is effective for annual reporting periods beginning
after December 15, 2011. ASU 2011-05 became effective for the Company on January 1, 2012. This guidance
eliminates the option to present the components of other comprehensive income as part of the statement of changes
in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are
required to be presented separately on the face of the financial statements. This guidance is intended to increase the
prominence of other comprehensive income in financial statements by requiring that such amounts be presented
either in a single continuous statement of income and comprehensive income or separately in consecutive statements
of income and comprehensive income. The adoption of ASU 2011-05 had no impact on our consolidated financial
position, results of operations or cash flows.
Reclassifications
Certain amounts in the Company’s 2011 consolidated financial statements have been reclassified to
conform to the 2012 presentation.
(2)
Discontinued Operations
On October 26, 2009, the Company sold all of the stock of its wholly owned subsidiary, Sypris Test &
Measurement for $39,000,000, of which $3,000,000 was deposited in an escrow account in connection with certain
customary representations, warranties, covenants and indemnifications of the Company and was classified as
restricted cash on the Company’s consolidated balance sheet as of December 31, 2011. During 2010, the Company
was made aware of a potential indemnification claim from the purchaser of Sypris Test & Measurement, and the
parties engaged in binding arbitration to resolve the claim. During 2012, the arbitration dispute was settled for
$6,500,000, which includes the counterparty’s legal fees and expenses. Both parties have entered a mutual release
of all related potential claims. This amount was paid in October 2012. The Company also incurred legal expenses
of $720,000 and $78,000 during 2012 and 2011, respectively, in connection with the claim. These charges are
included in loss from discontinued operations, net of tax in the consolidated statements of operations.
44
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(3)
Nonrecurring (Income) Expense
During the year ended December 31, 2011, the Company recognized a gain of $3,000,000 in connection
with a settlement regarding prior year volumes with one of its customers within the Industrial Group.
(4)
Other (Income), Net
During the year ended December 31, 2012, the Company recognized net gains of $2,590,000 related to the
disposition of idle assets. Additionally, the Company recognized foreign currency transaction losses of $777,000 for
the year ended December 31, 2012, respectively, related to the net U.S. dollar denominated monetary asset position
of our Mexican subsidiaries for which the Mexican peso is the functional currency. For the year ended
December 31, 2011, the Company recognized net gains of $3,636,000 related to the disposition of idle assets and
foreign currency transaction gains of $2,640,000. These gains and losses are included in other (income) expense,
net on the consolidated statements of operations.
(5)
Dana Settlement Agreement
On March 3, 2006, the Company’s largest customer, Dana and 40 of its U.S. subsidiaries, filed voluntary
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York. On August 7, 2007, the Company entered into a comprehensive settlement agreement
with Dana to resolve all outstanding disputes between the parties, terminate previously approved arbitration payments
and replace three existing supply agreements with a single, revised contract running through 2014. In addition, Dana
provided the Company with an allowed general unsecured non-priority claim in the face amount of $89,000,000 (the
“Claim”).
The Claim provided to Sypris was agreed to by Sypris and Dana as consideration for the aggregate economic
impact of the various elements the two parties were negotiating. After the aggregate Claim value of $89,900,000 was
established, Sypris recorded the claim at the estimated fair value of $76,483,000 and allocated the estimated fair value
to each commercial issue negotiated. The revenues and resulting net income associated with each of those issues
requiring the Company’s continued involvement was deferred and will be recognized over the applicable period of the
involvement. For the years ended December 31, 2012 and 2011, the Company recognized into revenue $7,892,000 and
$6,884,000, respectively, related to the Claim.
On August 31, 2011, the Company received 143,966 shares of Dana common stock, representing the final
distribution to be received in conjunction with the settlement. During 2012, the Company sold all of those shares and
recognized a gain of $1,850,000 for the year ended December 31, 2012.
(6)
Restructuring, Impairments and Nonrecurring Charges
As announced during the fourth quarter of 2008, the Company committed to a restructuring program, which
included the closure of its Kenton, Ohio facility, significant reductions in the workforce in its Marion, Ohio facility
and the integration of its Electronics Group subsidiaries. The purpose of the restructuring program was to reduce
fixed costs, accelerate integration efficiencies, exit certain unprofitable product lines and significantly improve
operating earnings on a sustained basis. The restructuring program was substantially complete as of
December 31, 2012, and no charges were recorded during the year ended December 31, 2012. As a result of the
restructuring program, the Company recorded restructuring charges of $231,000 in 2011, which is included in
restructuring expense, net on the consolidated statement of operations.
45
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(7)
Accounts Receivable
Accounts receivable consists of the following (in thousands):
Commercial .......................................................................................... $
U.S. Government ..................................................................................
38,220
620
$
Allowance for doubtful accounts ..........................................................
38,840
(310)
42,860
480
43,340
(356)
$
38,530
$
42,984
December 31,
2012
2011
Accounts receivable from the U.S. Government includes amounts due under long-term contracts, all of
which are billed at December 31, 2012 and 2011, of $620,000 and $480,000 respectively.
(8)
Inventory
Inventory consists of the following (in thousands):
Raw materials ....................................................................................... $
Work in process ....................................................................................
Finished goods......................................................................................
Reserve for excess and obsolete inventory ...........................................
20,645
14,198
4,461
(5,346)
$
19,719
13,093
7,451
(6,642)
$
33,958
$
33,621
December 31,
2012
2011
(9)
Other Current Assets
Other current assets consist of the following (in thousands):
Prepaid expenses .................................................................................. $
Other .....................................................................................................
$
December 31,
2012
2011
1,216
3,730
4,946
$
$
1,426
2,042
3,468
Included in other current assets are deferred taxes for the Company’s Mexican subsidiaries, income taxes
refundable and other items, none of which exceed 5% of total current assets.
(10)
Investment in Marketable Securities
The Company’s investment in marketable securities consisted exclusively of shares of Dana common
stock. The Company’s investment in Dana common stock was classified as an available-for-sale security in
accordance with ASC 320-10-25, Investments – Debt and Equity Securities – Recognition, and measured at fair
value as determined by a quoted market price (a level 1 valuation under ASC 820-10). The related unrealized
holding gains were excluded from operations and recorded in accumulated other comprehensive loss on the
consolidated balance sheets. As of December 31, 2012, the Company had sold all of its shares of Dana common
stock and did not own any marketable securities. At December 31, 2011, the Company owned 143,966 common
shares of Dana with a market value of $12.15 per share. At December 31, 2011, the gross unrealized gain was
approximately $1,685,000. In accordance with ASC 820-10, the fair value of the shares was valued based on quoted
market prices in active markets for identical shares at December 31, 2011.
46
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The following table summarizes marketable securities as of December 31, 2011 (in thousands):
Gross
Gross
Unrealized
Realized
Gain/(Loss) Gain/(Loss)
Basis
Fair Value
At Quoted
Prices
in Active
Markets
(Level 1)
Marketable securities ....................................................... $
64
$
1,685
$ —
$ 1,749
(11)
Property, Plant and Equipment
Property, plant and equipment consists of the following (in thousands):
December 31,
2012
2011
Land and land improvements ............................................................... $
Buildings and building improvements ..................................................
Machinery, equipment, furniture and fixtures ......................................
Construction in progress .......................................................................
3,467
25,351
160,356
3,643
$
3,337
24,704
156,595
5,985
192,817
190,621
Accumulated depreciation....................................................................
(139,767)
(133,730)
$
53,050
$
56,891
Depreciation expense totaled approximately $12,162,000 and $14,113,000 for the years ended
December 31, 2012 and 2011, respectively. In addition, there were capital expenditures of approximately $422,000
and $266,000 included in accounts payable or accrued liabilities at December 31, 2012 and 2011, respectively.
(12)
Other Assets
Other assets consist of the following (in thousands):
December 31,
2012
2011
Intangible assets:
Gross carrying value:
Industrial Group ............................................................................ $
Electronics Group ..........................................................................
Total gross carrying value ......................................................
$
800
—
800
Accumulated amortization:
Industrial Group ............................................................................
Electronics Group ..........................................................................
Total accumulated amortization .............................................
Intangible assets, net ..............................................................
Deferred tax assets, net .........................................................................
Deferred pre-contract costs ..................................................................
Other .....................................................................................................
$
(770)
—
(770)
30
3,277
—
1,613
4,920
$
800
—
800
(681)
—
(681)
119
4,482
1,113
1,486
7,200
Intangible assets at December 31, 2012 and 2011 consists of a long-term supply agreement in the Industrial
Group. The weighted average amortization period for intangible assets was 9 years at December 31, 2012 and 2011,
respectively. Deferred tax assets, net relate to the Company’s Mexico operations and resulted primarily from
deferred revenue related to the Dana settlement agreement. Other assets at December 31, 2012 and 2011 includes
unamortized loan costs of approximately $265,000 and $343,000, respectively. Amortization expense for intangible
assets is expected to be $30,000 in the fiscal year ended December 31, 2013, at which point the assets will be fully
amortized.
47
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(13)
Assets Held for Sale
During 2011, the Company entered into agreements to sell certain assets and liabilities within the Industrial
Group. These assets were subsequently sold during 2012 for $4,081,000, and the Company recorded a gain of
$2,262,000 included in other (income), net on the Company’s consolidated statement of operations. The following
assets and liabilities have been segregated and included in assets held for sale in the consolidated balance sheets (in
thousands):
Land and land improvements ..................................................................................... $
Buildings and building improvements .......................................................................
Machinery, equipment, furniture and fixtures ...........................................................
Accumulated depreciation .........................................................................................
Other assets ................................................................................................................
Accrued liabilities......................................................................................................
313
1,575
1,721
(1,687)
192
(375)
December 31,
2011
(14)
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
Salaries, wages, employment taxes and withholdings .......................... $
Employee benefit plans ........................................................................
Income, property and other taxes .........................................................
Deferred revenue ..................................................................................
Restructuring accruals ..........................................................................
Other .....................................................................................................
$
$
1,739
December 31,
2012
2011
3,385
1,121
472
13,357
167
3,486
21,988
$
$
7,144
1,343
1,013
9,497
239
4,333
23,569
Included in other accrued liabilities are accrued operating expenses, accrued warranty expenses, accrued
interest and other items, none of which exceed 5% of total current liabilities. Deferred revenue at
December 31, 2012 and 2011 includes $8,000,000 and $7,892,000, respectively, related to the Dana settlement.
(15)
Other Liabilities
Other liabilities consist of the following (in thousands):
Deferred revenue .................................................................................. $
Noncurrent pension liability .................................................................
Other .....................................................................................................
$
December 31,
2012
2011
8,657
10,494
1,629
20,780
$
$
16,657
11,724
2,004
30,385
Included in other liabilities are accrued long-term warranty expenses and other items, none of which exceed
5% of total liabilities. Deferred revenue at December 31, 2012 and 2011 is related to the Dana settlement and will
be amortized through 2014.
(16)
Long-Term Debt
On May 12, 2011, the Company entered into its new Credit Facility providing total availability up to
$50,000,000 that supports short-term funding needs and letters of credit, which replaced the Company’s Revolving
Credit Agreement and Senior Notes, which were scheduled to mature in January 2012. Loans made under the Credit
Facility will mature and the commitments thereunder will terminate in May 2016. The Credit Facility provides for
48
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
an option, subject to certain conditions, to increase total availability to $60,000,000 in the future. Borrowing
availability under the Credit Facility is determined by a monthly borrowing base collateral calculation that is based
on specified percentages of the value of eligible accounts receivable, inventory and machinery and equipment, less
certain reserves and subject to certain other adjustments.
At December 31, 2012, the Company had total availability for borrowings and letters of credit under the
Credit Facility of $13,173,000 along with an unrestricted cash balance of $18,664,000 which provides for total cash
and borrowing capacity of $31,837,000. Approximately $11,748,000 of the unrestricted cash balance relates to the
Company’s Mexican subsidiaries. Standby letters of credit up to a maximum of $5,000,000 may be issued under the
Credit Facility of which $999,000 and $990,000 were issued at December 31, 2012 and 2011, respectively.
Obligations under the Credit Facility are guaranteed by all of our U.S. subsidiaries and are secured by a
first priority lien on substantially all domestic assets of the Company.
The Credit Facility contains a number of covenants that, among other things, limit or restrict our ability to
dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback
transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create
restrictions affecting subsidiaries, make dividends and other restricted payments without bank approval, create liens,
make investments, make acquisitions, engage in mergers, change the nature of our business and engage in certain
transactions with affiliates. In addition, if the Company’s availability under the Credit Facility falls below
$6,000,000 (or $8,000,000 for a period of five or more consecutive days), the Company must maintain a fixed
charge coverage ratio of at least 1.15 to 1.00.
The weighted average interest rate for outstanding borrowings at December 31, 2012 was 2.6%. The
weighted average interest rates for borrowings during the years ended December 31, 2012 and 2011 were 2.4% and
5.6%, respectively. Interest incurred during the years ended December 31, 2012 and 2011 totaled approximately
$514,000 and $1,881,000, respectively. The Company had no capitalized interest in 2012 or 2011. Interest paid during
the years ended December 31, 2012 and 2011 totaled approximately $250,000 and $1,100,000, respectively.
(17)
Fair Value of Financial Instruments
Cash, accounts receivable, accounts payable and accrued liabilities are reflected in the consolidated financial
statements at their carrying amount which approximates fair value because of the short-term maturity of those
instruments. The carrying amount of debt outstanding at December 31, 2012 under the Credit Facility approximates
fair value because borrowings are for terms of less than six months and have rates that reflect currently available terms
and conditions for similar debt.
(18)
Employee Benefit Plans
The Industrial Group sponsors noncontributory defined benefit pension plans (the Pension Plans) covering
certain of its employees. The Pension Plans covering salaried and management employees provide pension benefits
that are based on the employees’ highest five-year average compensation within ten years before retirement. The
Pension Plans covering hourly employees and union members generally provide benefits at stated amounts for each
year of service. All of the Company’s pension plans are frozen to new participants and certain plans are frozen to
additional benefit accruals. The Company’s funding policy is to make the minimum annual contributions required
by the applicable regulations. The Pension Plans’ assets are primarily invested in equity securities and fixed income
securities. The following table details the components of pension (income) expense (in thousands):
Service cost .......................................................................................... $
Interest cost on projected benefit obligation .........................................
Net amortizations and deferrals ............................................................
Expected return on plan assets .............................................................
25
1,870
842
(2,430)
$
36
2,068
585
(2,554)
$
307
$
135
Year ended December 31,
2011
2012
49
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The following are summaries of the changes in the benefit obligations and plan assets and of the funded
status of the Pension Plans (in thousands):
December 31,
2012
2011
Change in benefit obligation:
Benefit obligation at beginning of year ............................................ $
Service cost .......................................................................................
Interest cost .......................................................................................
Actuarial loss ....................................................................................
Benefits paid .....................................................................................
44,144
25
1,870
2,780
(3,258)
$
42,094
36
2,068
3,041
(3,095)
Benefit obligation at end of year ...................................................... $
45,561
$
44,144
Change in plan assets:
Fair value of plan assets at beginning of year ................................... $
Actual return on plan assets ..............................................................
Company contributions .....................................................................
Benefits paid .....................................................................................
32,420
4,307
1,598
(3,258)
$
34,364
398
753
(3,095)
Fair value of plan assets at end of year ............................................. $
35,067
$
32,420
Underfunded status of the plans ........................................................... $ (10,494)
$
(11,724)
Balance sheet assets (liabilities):
Other assets ....................................................................................... $
Accrued liabilities.............................................................................
Other liabilities .................................................................................
$
—
—
—
—
(10,494)
(11,724)
Net amount recognized ..................................................................... $
(10,494)
$
(11,724)
Pension plans with accumulated benefit obligation in excess of plan
assets:
Projected benefit obligation .............................................................. $
Accumulated benefit obligation ........................................................
Fair value of plan assets ....................................................................
45,561
45,543
35,067
$
44,144
44,121
32,420
Projected benefit obligation and net periodic pension cost
assumptions:
Discount rate .......................................................................................
Rate of compensation increase ...........................................................
Expected long-term rate of return on plan assets ................................
3.80%
4.00
7.75
Weighted average asset allocation:
Equity securities..................................................................................
Debt securities ....................................................................................
58 %
42
Total ....................................................................................................
100 %
4.40 %
4.00
7.75
61 %
39
100 %
50
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Investments in our defined benefit plans are stated at fair value. The fair values of our pension plan assets
as of December 31, 2012, are as follows (in thousands):
Quoted Prices
In Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Asset categories:
Cash and cash equivalents .................................................................. $
Equity investments:
U.S. Large Cap ................................................................................
U.S. Mid Cap ..................................................................................
U.S. Small Cap ................................................................................
World Equity ...................................................................................
Real estate .......................................................................................
Other ...............................................................................................
Fixed income securities ......................................................................
13,441
1,444
711
2,933
895
756
4,389
Total Plan Assets ................................................................................ $
25,448
$
—
—
—
—
—
—
9,619
9,619
879
$
—
The Company uses December 31 as the measurement date for the Pension Plans. Total estimated
contributions expected to be paid to the plans during 2013 ranges from $600,000 to $800,000, which represents the
minimum funding amounts required by federal law. The expected long-term rates of return on plan assets for
determining net periodic pension cost for 2012 and 2011 were chosen by the Company from a best estimate range
determined by applying anticipated long-term returns and long-term volatility for various assets categories to the
target asset allocation of the plan. The target asset allocation of plan assets is equity securities ranging 0-55%, fixed
income securities ranging 35-100% and non-traditional/other of 0%-10% of total investments.
Accumulated other comprehensive loss at December 31, 2012 includes $19,073,000 of unrecognized
actuarial losses that have not yet been recognized in net periodic pension cost: The actuarial loss included in
accumulated other comprehensive loss and expected to be recognized in net periodic pension cost during the fiscal
year ended December 31, 2013 is $847,000.
At December 31, 2012, the benefits expected to be paid in each of the next five fiscal years, and in
aggregate for the five fiscal years thereafter are as follows (in thousands):
2013 ............................................................................................................................... $
2014 ...............................................................................................................................
2015 ...............................................................................................................................
2016 ...............................................................................................................................
2017 ...............................................................................................................................
2018-2022 .....................................................................................................................
3,243
3,230
3,218
3,228
3,200
15,090
$
31,209
The Company sponsors a defined contribution plan (the Defined Contribution Plan) for substantially all
domestic employees of the Company. The Defined Contribution Plan is intended to meet the requirements of
Section 401(k) of the Internal Revenue Code. The Defined Contribution Plan allows the Company to match
participant contributions and provide discretionary contributions. Effective March 2009, the Company suspended
the participant match for all participants other than those covered by a union contract. Effective October 2010, the
Company reinstated a 1% match for those same participants. Effective July 2011, the Company increased the match
to 2% for those same participants. Effective January 2012, the Company increased the match to 3%. Contributions
to the Defined Contribution Plan in 2012 and 2011 totaled approximately $908,000 and $446,000, respectively.
The Company has self-insured medical plans (the Medical Plans) covering substantially all domestic
employees. The number of employees participating in the Medical Plans was approximately 702 and 715 at
December 31, 2012 and 2011, respectively. The Medical Plans limit the Company’s annual obligations to fund
claims to specified amounts per participant. The Company is adequately insured for amounts in excess of these
51
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
limits. Employees are responsible for payment of a portion of the premiums. During 2012 and 2011, the Company
charged approximately $4,107,000 and $3,979,000, respectively, to operations related to medical claims incurred
and estimated, reinsurance premiums, and administrative costs for the Medical Plans.
In addition, certain of the Company’s non-U.S. employees are covered by various defined benefit and
defined contribution plans. The Company’s expenses for these plans related to continuing operations totaled
approximately $200,000 and $262,000 in 2012 and 2011, respectively. The aggregate benefit plan assets and
accumulated benefit obligation of these plans are not significant.
(19)
Commitments and Contingencies
The Company leases certain of its real property and certain equipment, vehicles and computer hardware
under operating leases with terms ranging from month-to-month to ten years and which contain various renewal and
rent escalation clauses. Future minimum annual lease commitments under operating leases that have initial or
remaining noncancelable lease terms in excess of one year as of December 31, 2012 are as follows (in thousands):
2013 ............................................................................................................................... $
2014 ...............................................................................................................................
2015 ...............................................................................................................................
2016 ...............................................................................................................................
2017 ...............................................................................................................................
2018 and thereafter ........................................................................................................
2,237
2,014
1,937
1,994
2,041
2,096
$
12,319
Rent expense for the years ended December 31, 2012 and 2011 totaled approximately $2,458,000 and
$2,332,000, respectively.
As of December 31, 2012, the Company had outstanding purchase commitments of approximately
$7,081,000 primarily for the acquisition of inventory and manufacturing equipment.
The Company bears insurance risk as a member of a group captive insurance entity for certain general
liability, automobile and workers’ compensation insurance programs, a self-insured worker’s compensation program
and a self-insured employee health program. The Company records estimated liabilities for its insurance programs
based on information provided by the third-party plan administrators, historical claims experience, expected costs of
claims incurred but not paid, and expected costs to settle unpaid claims. The Company monitors its estimated
insurance-related liabilities on a quarterly basis. As facts change, it may become necessary to make adjustments that
could be material to the Company’s consolidated results of operations and financial condition. The Company believes
that its present insurance coverage and level of accrued liabilities are adequate.
The Company is involved in certain litigation and contract issues arising in the normal course of business.
While the outcome of these matters cannot, at this time, be predicted in light of the uncertainties inherent therein,
management does not expect that these matters will have a material adverse effect on the consolidated financial
position or results of operations of the Company.
(20)
Stock Option and Purchase Plans
The Company’s stock compensation program provides for the grant of restricted stock (including
performance-based restricted stock), unrestricted stock, stock options and stock appreciation rights. A total of
3,000,000 shares of common stock were reserved for issuance under the 2004 Equity Plan. On May 11, 2010, the
2004 Equity Plan was replaced with the 2010 Sypris Omnibus Plan. A total of 3,655,088 shares of common stock
were registered for issuance under the 2010 Omnibus Plan. Additionally, awards under the 2004 Plan that are
cancelled without having been fully exercised or vested are available again for new awards under the 2010 Omnibus
Plan. The aggregate number of shares available for future grant as of December 31, 2012 and 2011 was 2,536,939
and 2,854,024, respectively.
52
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The 2004 Equity Plan provides for restrictions which lapse after one, two, three or four years for certain
grants or for certain other shares, one-third of the restriction is removed after three, five and seven years,
respectively. The 2010 Omnibus Plan provides for restrictions which lapse after three years. During the restricted
period, which is commensurate with each vesting period, the recipient has the right to receive dividends and voting
rights for the shares. Generally, if a recipient leaves the Company before the end of the restricted period or if
performance requirements, if any, are not met, the shares will be forfeited.
The Company has certain stock compensation plans under which options to purchase common stock may
be granted to officers, key employees and non-employee directors. Options may be granted at not less than the
market price on the date of grant. Stock option grants under the 2004 Equity Plan include both six and ten year lives
along with graded vesting over three, four and five years of service. Stock option grants under the 2010 Omnibus
Plan include a five year life along with vesting after three years of service.
Compensation expense is measured based on the fair value at the date of grant and is recognized on a
straight-line basis over the vesting period. Fair value for restricted shares is equal to the stock price on the date of
grant, while the fair value of each stock option grant is estimated on the date of grant using the Black-Scholes
option-pricing method. The Company uses historical Company and industry data to estimate the expected price
volatility, the expected option life, the expected forfeiture rate and the expected dividend yield. The risk-free rate is
based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option.
The following weighted average assumptions were used to estimate the fair value of options granted using
the Black-Scholes option-pricing model:
Expected life (years) .................................................................................
Expected volatility .................................................................................... 100.3 %
1.01 %
Risk-free interest rates ..............................................................................
1.62
Expected dividend yield ...........................................................................
2012
4.0
2011
4.0
91.3 %
2.24 %
—
Year ended December 31,
On April 1, 2012, the Company granted 305,000 restricted stock awards under a long-term incentive
program, with cliff vesting at three years of service. The Company granted 200,000 options on April 1, 2012 with a
five year life and cliff vesting at three years of service. The Company also granted 116,000 option awards on
April 5, 2012 under a long-term incentive program, with cliff vesting on January 1, 2015.
A summary of the restricted stock activity is as follows:
Nonvested shares at January 1, 2012 ..................................................................
Granted ...........................................................................................................
Vested .............................................................................................................
Forfeited ..........................................................................................................
Number of
Shares
1,145,753
305,000
(364,193)
(20,000)
Weighted
Average
Grant Date
Fair Value
3.05
$
4.05
1.66
3.29
Nonvested shares at December 31, 2012 ............................................................
1,066,560
$
3.81
The total fair value of shares vested during 2012 and 2011 was $1,476,000 and $1,146,000, respectively.
In conjunction with the vesting of restricted shares and payment of taxes thereon, the Company received into
treasury 126,651 and 91,713 restricted shares, respectively, at an average price of $4.05 and $4.74 per share,
respectively, the closing market price on the date the restricted stock vested. Such repurchased shares were
immediately cancelled.
53
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The following table summarizes option activity for the year ended December 31, 2012:
Outstanding at January 1, 2012 ........................
Granted .........................................................
Exercised ......................................................
Forfeited ........................................................
Expired..........................................................
Weighted-
average
Remaining
Term
Aggregate
Intrinsic
Value
$
Weighted-
average
Exercise Price
Per Share
4.10
4.06
1.12
4.21
7.31
Number of
Shares
1,184,933
320,500
(110,100)
(35,700)
(306,522)
Outstanding at December 31, 2012 ..................
1,053,111
Exercisable at December 31, 2012 ...................
337,322
$
$
3.46
2.92
2.71
1.36
$ 972,000
$ 724,000
The weighted average grant date fair value based on the Black-Scholes option pricing model for options
granted in the years ended December 31, 2012 and 2011 was $2.56 and $2.69 per share, respectively. There were
110,100 and 14,185 options exercised in 2012 and 2011, respectively. The total intrinsic value of options exercised
was $672,000 and $3,000 during the years ended December 31, 2012 and 2011, respectively.
As of December 31, 2012, there was $2,339,000 of total unrecognized compensation cost, after estimated
forfeitures, related to unvested share-based compensation granted under the plans. That cost is expected to be
recognized over a weighted-average period of 1.1 years. The total fair value of option shares vested was $1,004,000
and $43,000 during the years ended December 31, 2012 and 2011, respectively.
(21)
Stockholders’ Equity
As of December 31, 2012, 24,850 shares of the Company’s preferred stock were designated as Series A
Preferred Stock in accordance with the terms of our stockholder rights plan. There are no shares of Series A
Preferred Stock currently outstanding, and we have no current plans to issue any such shares. Any future holders of
Series A Preferred Stock, as currently designated, would have voting rights, be entitled to receive dividends based
on a defined formula and have certain rights in the event of the Company’s dissolution. Any such shares of Series A
Preferred Stock would not be redeemable. However, the Company would be entitled to purchase shares of Series A
Preferred Stock in the open market or pursuant to an offer to a holder or holders.
The holders of our common stock were not entitled to any payment as a result of the expiration of the rights
plan and the rights issued thereunder.
The Company’s accumulated other comprehensive loss consists of employee benefit related adjustments
and foreign currency translation adjustments.
Accumulated other comprehensive loss consisted of the following (in thousands):
Foreign currency translation adjustments ............................................. $
Unrealized gain on available-for-sale securities ..................................
Employee benefit related adjustments, net of tax of $2,512 – U.S. .....
Employee benefit related adjustments – Mexico ..................................
(4,675)
—
(16,561)
(326)
2012
$
2011
(6,807)
1,685
(16,500)
(548)
Accumulated other comprehensive loss ............................................... $ (21,562)
$
(22,170)
December 31,
54
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(22)
Income Taxes
The Company accounts for income taxes under the liability method. Accordingly, deferred income taxes
have been provided for temporary differences between the recognition of revenue and expenses for financial and
income tax reporting purposes and between the tax basis of assets and liabilities and their reported amounts in the
consolidated financial statements.
The components of income (loss) from continuing operations before taxes are as follows (in thousands):
Domestic ............................................................................................. $
Foreign ................................................................................................
7,906
4,609
$
(2,770)
13,826
$
12,515
$
11,056
The components of income tax expense (benefit) applicable to continuing operations are as follows (in
thousands):
Year ended December 31,
2012
2011
Year ended December 31,
2012
2011
Current:
Federal ................................................................................................ $
State ....................................................................................................
Foreign ................................................................................................
Total current income tax expense ..................................................
Deferred:
Federal ................................................................................................
State ....................................................................................................
Foreign ................................................................................................
Total deferred income tax expense ................................................
—
141
1,236
1,377
—
—
871
871
$
176
11
1,926
2,113
—
—
508
508
$
2,248
$
2,621
The Company files a consolidated federal income tax return which includes all domestic subsidiaries. State
income taxes paid in the U.S. during 2012 and 2011 totaled $116,000 and $78,000, respectively. Foreign income
taxes paid during 2012 and 2011 totaled $2,054,000 and $1,230,000, respectively. There were no foreign refunds
received in 2012 and 2011. There were no federal taxes paid in 2012 and 2011, and there were no federal refunds
received in 2012 and 2011. At December 31, 2012, the Company had $107,093,000 of federal net operating loss
carryforwards available to offset future federal taxable income, which will expire in various amounts from 2024 to
2032.
At December 31, 2012, the Company had $34,374,000 of state net operating loss carryforwards available to
offset future state taxable income, the majority of which relates to Florida. These carryforwards expire in various
amounts from 2018 to 2032.
55
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The following is a reconciliation of income tax expense applicable to continuing operations to that
computed by applying the federal statutory rate to loss from continuing operations before income taxes (in
thousands):
Year ended December 31,
2012
2011
Federal tax expense at the statutory rate ............................................... $
Current year permanent differences .....................................................
State income taxes, net of federal tax impact .......................................
Dividend from foreign subsidiary ........................................................
Foreign repatriation, net of foreign tax credits .....................................
Mexican minimum taxes ......................................................................
Effect of tax rates of foreign subsidiaries .............................................
Currency translation effect on temporary differences ..........................
Valuation allowance .............................................................................
Prior year adjustment............................................................................
Other .....................................................................................................
1,831
(18)
(406)
—
4,735
1,021
(440)
(882)
(4,444)
852
(1)
$
3,665
(500)
(562)
2,593
—
—
(758)
123
(2,172)
208
24
Deferred income tax assets and liabilities are as follows (in thousands):
$
2,248
$
2,621
December 31,
2012
2011
Deferred tax assets:
Compensation and benefit accruals .................................................... $
Inventory valuation .............................................................................
Federal and state net operating loss carryforwards .............................
Deferred revenue ................................................................................
Accounts receivable allowance ..........................................................
Defined benefit pension plan ..............................................................
Foreign deferred revenue and other provisions ..................................
AMT credits .......................................................................................
Other ...................................................................................................
Domestic valuation allowance ............................................................
Foreign valuation allowance ...............................................................
$
1,521
2,817
43,550
5,461
121
3,554
5,888
185
135
63,232
(48,196)
(746)
Total deferred tax assets ................................................................
14,290
Deferred tax liabilities:
Foreign subsidiaries – unrepatriated earnings .....................................
Depreciation .......................................................................................
Total deferred tax liabilities ..........................................................
(4,735)
(4,413)
(9,148)
2,900
3,318
39,198
4,520
138
3,769
7,096
185
1,457
62,581
(51,215)
(1,492)
9,874
—
(4,270)
(4,270)
Net deferred tax asset ........................................................................... $
5,142
$
5,604
ASC 740, Income Taxes, requires that a valuation allowance be established when it is more likely than not
that all or a portion of a deferred tax asset will not be realized. The net cumulative domestic loss for the current and
prior two years represents negative evidence under the provisions of ASC 740 requiring the Company to establish a
valuation allowance against domestic deferred tax assets. Until an appropriate level and characterization of
profitability is attained, the Company expects to continue to maintain a valuation allowance on its net deferred tax
assets related to future U.S. and certain non-U.S. tax benefits.
The gross deferred tax asset for the Company’s Mexican subsidiaries was $5,888,000 and $7,096,000 as of
December 31, 2012 and 2011, respectively. Included in this balance is a deferred tax asset associated with the
impairment of marketable securities, which was the result of losses recorded for book purposes on the portion of
56
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
such marketable securities allocated to the Mexican subsidiaries. A full valuation allowance of $746,000 and
$1,492,000 was applied to this specific deferred tax asset as of December 31, 2012 and 2011, respectively.
Therefore, the net deferred tax asset balances of $5,142,000 and $5,604,000 at December 31, 2012 and
2011, respectively, are attributable to the Mexican subsidiaries. The Company has been profitable in Mexico in the
past and anticipates continuing profitability in the future.
The ASC Income Tax topic includes guidance for the accounting for uncertainty in income taxes
recognized in an enterprise’s financials. Specifically, the guidance prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to
be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The total amount of gross unrecognized tax benefits as of
December 31, 2012 and 2011 was $200,000. There were no changes to the unrecognized tax benefit balance during
the years ended December 31, 2012 and 2011.
If the Company’s positions are sustained by the taxing authority in favor of the Company, the entire
balance at December 31, 2012 would reduce the Company’s effective tax rate. The Company does not expect its
unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes accrued
interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2012 and 2011,
the Company does not have an accrual for the payment of tax-related interest and penalties.
The Company files income tax returns in the U.S. federal jurisdiction, and various state and foreign
jurisdictions. The Internal Revenue Service (IRS) is not currently examining the Company’s U.S. income tax
returns for 2008 through 2011, for which the statute has yet to expire. In addition, open tax years related to state and
foreign jurisdictions remain subject to examination.
At October 1, 2012, the Company had $13,053,000 of undistributed earnings from non-U.S. operations on
which no provision for U.S. federal and/or state income tax and foreign withholdings had been provided because the
Company intended to reinvest such earnings indefinitely outside of the United States. Subsequent to
October 1, 2012, the Company changed the classification of those earnings to reflect a change in management’s
strategic objectives that could require the repatriation of foreign earnings. As a result of this change, the Company
recognized $4,735,000 of additional income tax expense during the year ended December 31, 2012 to record the
applicable U.S. deferred income tax liability. As of December 31, 2012, the Company no longer has any
undistributed earnings of foreign subsidiaries that are classified as permanently reinvested. The Company expects to
repatriate available non-U.S. cash holdings during 2013. The Company will utilize its net operating loss
carryforward in the U.S. to offset the taxable income generated in 2013 in the U.S. as a result of the repatriation and
has therefore recognized a deferred income tax benefit equal to the amount of the U.S deferred tax liability and a
corresponding reduction in the deferred tax asset valuation allowance.
(23)
Earnings (Loss) Per Common Share
The Company computes earnings per share using the two-class method, which is an earnings allocation
formula that determines earnings per share for common stock and participating securities. Restricted stock granted
by the Company is considered a participating security since it contains a non-forfeitable right to dividends.
Our potentially dilutive securities include potential common shares related to our stock options and
restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods
in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.
Diluted earnings per share excludes the impact of common shares related to our stock options in periods in which
the option exercise price is greater than the average market price of our common stock for the period. There were
532,000 and 652,000 potential common shares excluded from diluted earnings per share for the years ended
December 31, 2012 and 2011, respectively, because the effect of inclusion would be anti-dilutive.
57
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
A reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted
earnings (loss) per common share is as follows (in thousands):
Year ended December 31,
2012
2011
Earnings attributable to stockholders:
Income from continuing operations as reported ................................................. $
10,267
$
8,435
Less distributed and undistributed earnings allocable to restricted
award holders ..............................................................................................
Less dividends declared attributable to restricted award holders ....................
Net income from continuing operations allocable to common
(429)
(64)
(399)
—
stockholders .................................................................................................
9,774
8,036
Loss from discontinued operations, net of tax allocable to common
stockholders ..................................................................................................
(7,220)
(528)
Net income allocable to common stockholders .................................................. $
2,554
$
7,508
Basic earnings (loss) per common share attributable to stockholders:
Continuing operations ..................................................................................... $
Discontinued operations ..................................................................................
0.51
(0.38)
Net income ...................................................................................................... $
0.13
Diluted earnings (loss) per common share attributable to stockholders:
Continuing operations ..................................................................................... $
Discontinued operations ..................................................................................
0.50
(0.37)
Net income ...................................................................................................... $
0.13
$
$
$
$
0.43
(0.03)
0.40
0.43
(0.03)
0.40
Weighted average shares outstanding – basic .................................................
Weighted average additional shares assuming
conversion of potential common shares ........................................................
Weighted average shares outstanding – diluted ..............................................
19,415
(24)
Segment Information
19,050
18,823
365
185
19,008
The Company is organized into two business groups, the Industrial Group and the Electronics Group. The
segments are each managed separately because of the distinctions between the products, services, markets,
customers, technologies, and workforce skills of the segments. The Industrial Group provides manufacturing
services for a variety of customers that outsource forged and finished steel components and subassemblies. The
Industrial Group also manufactures high-pressure closures and other fabricated products. The Electronics Group
provides manufacturing and technical services as an outsourced service provider and manufactures complex data
storage systems. Revenue derived from outsourced services for the Industrial Group accounted for 78% and 77% of
total net revenue in 2012 and 2011, respectively. Revenue derived from outsourced services for the Electronics
Group accounted for 6% and 7% of total net revenue in 2012 and 2011, respectively. There was no intersegment net
revenue recognized for any year presented.
The following table presents financial information for the reportable segments of the Company (in
thousands):
Net revenue from unaffiliated customers:
Industrial Group................................................................................ $ 286,046
55,558
Electronics Group .............................................................................
$ 273,305
62,320
$ 341,604
$ 335,625
Year ended December 31,
2012
2011
58
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Year ended December 31,
2012
2011
Gross profit:
Industrial Group................................................................................ $
Electronics Group .............................................................................
30,981
12,768
$
27,343
7,886
$
43,749
$
35,229
Operating income (loss):
Industrial Group................................................................................ $
Electronics Group .............................................................................
General, corporate and other .............................................................
20,270
(2,668)
(8,555)
$
9,047
Income (loss) from continuing operations before income taxes:
Industrial Group................................................................................ $
Electronics Group .............................................................................
General, corporate and other .............................................................
24,237
(2,673)
(9,049)
$
$
$
20,599
(5,785)
(8,630)
6,184
27,132
(5,656)
(10,420)
Depreciation and amortization:
Industrial Group................................................................................ $
Electronics Group .............................................................................
General, corporate and other .............................................................
10,831
1,252
168
$
12,191
1,856
169
$
12,251
$
14,216
$
12,515
$
11,056
Capital expenditures:
Industrial Group................................................................................ $
Electronics Group .............................................................................
General, corporate and other .............................................................
$
5,839
1,139
104
7,082
$
$
5,319
1,382
147
6,848
December 31,
2012
2011
Total assets:
Industrial Group................................................................................ $ 114,268
38,852
7,848
Electronics Group .............................................................................
General, corporate and other .............................................................
$ 128,386
32,277
15,062
$ 160,968
$ 175,725
Total liabilities:
Industrial Group................................................................................ $
Electronics Group .............................................................................
General, corporate and other .............................................................
66,679
11,063
20,293
$
90,669
8,336
16,252
$
98,035
$ 115,257
The Company’s export sales from the U.S. totaled $53,019,000 and $37,914,000 in 2012 and 2011,
respectively. Approximately $100,003,000 and $99,074,000 of net revenue in 2012 and 2011, respectively, and
$18,214,000 and $17,527,000 of long lived assets at December 31, 2012 and 2011, respectively, and net assets of
$26,495,000 and $16,697,000 at December 31, 2012 and 2011 relate to the Company’s international operations.
59
SYPRIS SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(25)
Quarterly Financial Information (Unaudited)
The following is an analysis of certain items in the consolidated statements of operations by quarter for the
years ended December 31, 2012 and 2011:
First
Second
Third
Fourth
First
Second
Third
Fourth
2012
2011
(in thousands, except for per share data)
12,514
4,503
Net revenue ........................... $ 96,463 $ 98,912 $ 78,763 $ 67,466 $ 75,810 $ 85,058 $ 91,177 $ 83,580
8,707
9,374
Gross profit ...........................
517
635
Operating income (loss) ........
Net income (loss) from
continuing operations ........
Net loss from
discontinued operations ....
Net income (loss) ................. $
(576)
(6,331)
4,438 $ (5,739) $
(450)
2,052 $ (1,550) $
(223)
5,288 $
—
6,082 $
(90)
(940) $
8,638
(559)
13,223
4,468
10,263
1,554
8,148
3,894
8,111
219
(1550)
(78)
1,323
(850)
5,014
5,511
2,502
6,082
1,401
592
—
Basic income (loss) per share:
Income (loss) per share from
continuing operations ...... $
Loss per share from
discontinued operations ..
Net income (loss) per share $
Diluted income (loss) per share:
Income (loss) per share from
continuing operations ...... $
Loss per share from
discontinued operations ..
Net income (loss) per share $
Cash dividends declared
per common share ............. $
0.28 $
0.25 $
0.03 $
(0.04) $
0.13 $
(0.08) $
0.30 $
0.07
(0.01)
0.27 $
(0.03)
0.22 $
(0.33)
(0.30) $
(0.01)
(0.05) $
(0.02)
0.11 $
—
(0.08) $
—
0.30 $
—
0.07
0.28 $
0.25 $
0.03 $
(0.04) $
0.12 $
(0.08) $
0.30 $
0.07
(0.01)
0.27 $
(0.03)
0.22 $
(0.32)
(0.29) $
(0.01)
(0.05) $
(0.02)
0.10 $
—
(0.08) $
—
0.30 $
—
0.07
0.02 $
0.02 $
0.02 $
0.02 $
— $
— $
— $
—
60
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s
management, including the President and Chief Executive Officer (the CEO) and the Chief Financial Officer (the
CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, the
Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and
procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
The management of Sypris Solutions, Inc. is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Management’s report on internal control over financial reporting is included in Part II, Item 8 of this Annual Report
on Form 10-K. Additionally, Ernst & Young LLP, our independent auditors and a registered public accounting firm,
has issued a report on Sypris Solutions, Inc.’s internal control over financial reporting, which is included in Part II,
Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended
December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information
None.
61
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required herein is incorporated by reference from sections of the Company’s Proxy
Statement titled “Section 16(a) Beneficial Ownership Reporting Compliance,” “Governance of the Company –
Committees of the Board of Directors,” “Governance of the Company – Audit and Finance Committee,” “Proposal
One, Election of Directors,” and “Executive Officers,” which Proxy Statement will be filed with the Securities and
Exchange Commission pursuant to instruction G(3) of the General Instructions to Form 10-K.
The Company has adopted a Code of Conduct that applies to all of its directors, officers (including its chief
executive officer, chief financial officer, chief accounting officer and any person performing similar functions) and
employees. The Company has made the Code of Conduct, and will make any amendments and waivers thereto,
available on its website at www.sypris.com.
Item 11. Executive Compensation
The information required herein is incorporated by reference from sections of the Company’s Proxy
Statement titled “2012 Director Compensation,” “Governance of the Company,” “Summary Compensation Table,”
and “Outstanding Equity Awards at Fiscal Year-End 2012,” which Proxy Statement will be filed with the Securities
and Exchange Commission pursuant to instruction G(3) of the General Instructions to Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required herein is incorporated by reference from the section of the Company’s Proxy
Statement titled “Stock Ownership of Certain Beneficial Owners,” which Proxy Statement will be filed with the
Securities and Exchange Commission pursuant to instruction G(3) of the General Instructions to Form 10-K.
Equity Compensation Plan Information
The following table provides information as of December 31, 2012 with respect to shares of Sypris
common stock that may be issued under our equity compensation plans.
Plan Category
Equity Compensation Plans Approved by
Stockholders ...............................................
Equity Compensation Plans Not Approved
by Stockholders ..........................................
Total ................................................................
Number of Securities
To be Issued Upon
Exercise of
Outstanding Options
(a)
Weighted Average
Exercise Price of
Outstanding
Options (b)
Number of Securities
Remaining Available For
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) (c)
1,053,111(1) $
—
1,053,111
$
3.46
—
3.46
2,536,939(2)
—
2,536,939
(1) Consists of (a) 25,522 outstanding options under the 1994 Independent Directors’ Stock Option Plan, which
Plan expired on October 27, 2004, (b) 515,589 outstanding options under the 2004 Equity Plan, (c) and
512,000 outstanding options under the 2010 Omnibus Plan.
(2) Shares remaining available for issuance under the 2010 Omnibus Plan.
62
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required herein is incorporated by reference from the sections of the Company’s Proxy
Statement titled “Governance of the Company – Transactions with Related Persons” and “Governance of the
Company – Independence,” which Proxy Statement will be filed with the Securities and Exchange Commission
pursuant to instruction G(3) of the General Instructions to Form 10-K.
Item 14. Principal Accounting Fees and Services
The information required herein is incorporated by reference from the section of the Company’s Proxy
Statement titled “Relationship with Independent Public Accountants,” which Proxy Statement will be filed with the
Securities and Exchange Commission pursuant to instruction G(3) of the General Instructions to Form 10-K.
63
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements
The financial statements as set forth under Item 8 of this Annual Report on Form 10-K are included.
2. Exhibits
Exhibit
Number
3.1
3.2
3.3
4.1
10.1.1
10.1.2
10.1.3
10.1.4
Description
Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Company’s Form 10-Q for the quarterly period ended June 30, 2004 filed on August 3, 2004
(Commission File No. 000-24020)).
Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Registration
Statement on Form S-8 filed May 9, 2002 (Registration No. 333-87880)).
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company’s Form 8-K filed October 31, 2011 (Commission File No. 000-24020)).
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form
10-K for the fiscal year ended December 31, 1998 filed on March 5, 1999 (Commission File No. 000-
24020)).
Amended and Restated Loan Agreement dated as of April 6, 2007 between Sypris Solutions, Inc.,
Sypris Test & Measurement, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Data
Systems, Inc., Sypris Technologies Marion, LLC, Sypris Technologies Kenton, Inc., Sypris
Technologies Mexican Holdings, LLC and JP Morgan Chase Bank, N.A., LaSalle Bank National
Association, and National City Bank (incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed on April 11, 2007 (Commission File No. 000-24020)).
2007A Amendment to Loan Documents between JP Morgan Chase Bank, NA, Sypris Solutions, Inc.,
Sypris Test & Measurement, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Data
Systems, Inc., Sypris Technologies Marion, LLC and Sypris Technologies Kenton, Inc. dated
September 17, 2007 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on
November 2, 2007 (Commission File No. 000-24020)).
2009A Amendment to Loan Documents between JP Morgan Chase Bank, NA, Sypris Solutions, Inc.,
Sypris Test & Measurement, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Data
Systems, Inc., Sypris Technologies Marion, LLC and Sypris Technologies Kenton, Inc. dated
April 1, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q/A filed on
November 20, 2009 (Commission File No. 000-24020)).
2009B Amendment to Loan Documents between JP Morgan Chase Bank, NA, Sypris Solutions, Inc.,
Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems, Inc., Sypris Technologies
Marion, LLC and Sypris Technologies Kenton, Inc. dated October 26, 2009 (incorporated by reference
to Exhibit 10.6.13 to the Company’s Form 10-K for the fiscal year ended December 31, 2009 filed on
March 23, 2010 (Commission File No. 000-24020)).
64
Exhibit
Number
Description
10.2
10.2.1
10.2.2
10.2.3
10.2.4
10.2.5
10.3
10.4
Note Purchase Agreement between The Guardian Life Insurance Company of America, Connecticut
General Life Insurance Company, Life Insurance Company of North America, Jefferson Pilot
Financial Insurance Company, Jefferson Pilot Life Insurance Company, Jefferson Pilot LifeAmerica
Insurance Company, and Sypris Solutions, Inc. dated as of June 10, 2004 (incorporated by reference to
Exhibit 10.2 to the Company’s Form 10-Q for the quarterly period ended June 30, 2004 filed on
August 3, 2004 (Commission File No. 000-24020)).
First Amendment to Note Purchase Agreement between The Guardian Life Insurance Company of
America, Connecticut General Life Insurance Company, Life Insurance Company of North America,
Jefferson Pilot Financial Insurance Company, Jefferson Pilot Life Insurance Company, Jefferson Pilot
LifeAmerica Insurance Company, and Sypris Solutions, Inc. dated as of August 3, 2005 (incorporated
by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 5, 2005 (Commission File
No. 000-24020)).
Second Amendment to Note Purchase Agreement between The Guardian Life Insurance Company of
America, Connecticut General Life Insurance Company, Life Insurance Company of North America,
Jefferson Pilot Financial Insurance Company, Jefferson Pilot Life Insurance Company, Jefferson Pilot
LifeAmerica Insurance Company, and Sypris Solutions, Inc. dated as of March 13, 2006 (incorporated
by reference to Exhibit 10.7.2 to the Company’s Form 10-K for the fiscal year ended
December 31, 2005 filed on March 15, 2006 (Commission File No. 000-24020)).
Third Amendment to the Note Purchase Agreement dated as of April 6, 2007 between Sypris
Solutions, Inc., Sypris Test & Measurement, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC,
Sypris Data Systems, Inc., Sypris Technologies Marion, LLC, Sypris Technologies Kenton, Inc.,
Sypris Technologies Mexican Holdings, LLC; and The Guardian Life Insurance Company Of
America, Connecticut General Life Insurance Company , Life Insurance Company of North America,
Jefferson Pilot Financial Insurance Company, Lincoln National Life Insurance Company, Lincoln Life
& Annuity Company of New York (incorporated by reference to Exhibit 10.2 to the Company’s Form
8-K filed on April 11, 2007(Commission File No. 000-24020)).
Fourth Amendment to the Note Purchase Agreement dated as of April 1, 2009 between Sypris
Solutions, Inc., Sypris Test & Measurement, Inc., Sypris Technologies, Inc., Sypris Electronics, LLC,
Sypris Data Systems, Inc., Sypris Technologies Marion, LLC, Sypris Technologies Kenton, Inc.,
Sypris Technologies Mexican Holdings, LLC; and The Guardian Life Insurance Company Of
America, Connecticut General Life Insurance Company , Life Insurance Company of North America,
Jefferson Pilot Financial Insurance Company, Lincoln National Life Insurance Company, Lincoln Life
& Annuity Company of New York (incorporated by reference to Exhibit 10.2 to the Company’s Form
10-Q/A filed on November 20, 2009 (Commission File No. 000-24020)).
Security Interest Agreement dated April 6, 2007 (incorporated by reference to Exhibit 10.3 to the
Company’s Form 8-K filed on April 11, 2007 (Commission File No. 000-24020)).
Revolving Credit and Security Agreement between PNC Bank, National Association, Sypris Solutions,
Inc., Sypris Technologies, Inc., Sypris Electronics, LLC, Sypris Data Systems, Inc., Sypris
Technologies Marion, LLC, Sypris Technologies Kenton, Inc. and Sypris Technologies Mexican
Holdings, LLC dated as of May 12, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s
Form 10-Q filed on August 9, 2011 (Commission File No. 000-24020)).
Lease between John Hancock Mutual Life Insurance Company and Honeywell, Inc. dated
April 27, 1979; related Notice of Assignment from John Hancock Mutual Life Insurance Company to
Sweetwell Industrial Associates, L.P., dated July 10, 1986; related Assignment and Assumption of
Lease between Honeywell, Inc. and Defense Communications Products Corporation (prior name of
Group Technologies Corporation) dated May 21, 1989; and related Amendment I to Lease Agreement
between Sweetwell Industries Associates, L.P. and Group Technologies Corporation dated
October 25, 1991, regarding Tampa industrial park property (incorporated by reference to Exhibit 10.2
to the Company’s Registration Statement on Form S-1 filed May 18, 1994 (Registration No. 33-
76326)).
65
Exhibit
Number
10.4.1
10.4.2
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16
Description
Agreement related to Fifth Renewal of Lease between Sweetwell Industries Associates, L.P. and
Group Technologies Corporation dated October 12, 2006, regarding Tampa industrial park property
(incorporated by reference to Exhibit 10.8.2 to the Company’s Form 10-K for the fiscal year ended
December 31, 2006 filed on March 14, 2007 (Commission File No. 000-24020)).
Agreement related to Sixth Renewal of Lease between Sweetwell Industries Associates, L.P. and
Group Technologies Corporation dated August 13, 2008, regarding Tampa industrial park property
(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended
September 28, 2008 filed on November 5, 2008 (Commission File No. 000-24020)).
Sypris Solutions, Inc. Independent Directors’ Stock Option Plan as Amended and Restated effective
February 26, 2002 (incorporated by reference to Exhibit 4.5 to the Company’s Form S-8 filed on
May 9, 2002 (Registration No. 333-87882)).
Sypris Solutions, Inc., Directors Compensation Program As Amended and Restated Effective
February 24, 2004 and as amended December 15, 2004, (incorporated by reference to Exhibit 10.1 to
the Company’s Form 8-K filed on December 21, 2004 (Commission File No. 000-24020)).
Sypris Solutions, Inc. Directors Compensation Program adopted on September 1, 1995 Amended and
Restated on December 17, 2008 (incorporated by reference to Exhibit 10.17 to the Company’s Form
10-K for the fiscal year ended December 31, 2008 filed on March 31, 2009 (Commission File No. 000-
24020)).
Form of 2009 Sypris Three-Year Bonus Agreement, effective as of May 12, 2009 (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 5, 2009
filed on August 18, 2009 (Commission File No. 000-24020)).
Sypris Solutions, Inc. 2012 Incentive Bonus Plan dated December 20, 2011 (incorporated by reference
to Exhibit 10.1 to the Company’s Form 10-Q filed on May 15, 2012 (Commission File No. 000-
24020)).
2004 Sypris Equity Plan effective as of April 27, 2004 (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q for the quarterly period ended March 31, 2004 filed on April 30, 2004
(Commission File No. 000-24020)).
2010 Sypris Omnibus Plan effective as of May 11, 2010 (incorporated by reference to Exhibit 10.1 to
the Company’s Registration Statement on Form S-8 filed on May 19, 2010 (Commission File No. 333-
166951)).
Amended Executive Long-Term Incentive Program and Alternate Form of Executive Long-Term
Incentive Award Agreements for Grants to Executive Officers and Other Key Employees (incorporated
by reference to Exhibit 10.10 to the Company’s Form 10-Q filed on August 5, 2005 (Commission File
No. 000-24020)).
Amended 2010 Executive Long-Term Incentive Program and Alternate Form of Executive Long-Term
Incentive Award Agreements for Grants to Executive Officers (incorporated by reference to Exhibit
10.1 to the Company’s Form 10-Q filed on May 18, 2010 (Commission File No. 000-24020)).
Form of Employment Agreement between Sypris Solutions, Inc. and participants in the Sypris
Solutions, Inc. Executive Long-Term Incentive Program for 2010 dated March 2, 2010 (incorporated
by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 18, 2010 (Commission File
No. 000-24020)).
Form of Employment Agreement between Sypris Solutions, Inc. and participants in the Sypris
Solutions, Inc. Executive Long-Term Incentive Program for 2011 dated March 2, 2011 (incorporated
by reference to Exhibit 10.39 to the Company’s Form 10-K filed on March 15, 2011 (Commission File
No. 000-24020)).
Preliminary Settlement Agreement between Sypris Solutions, Inc, and Dana Corporation (Debtor in
Possession) dated May 10, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-
K filed on May 10, 2006 (Commission File No. 000-24020)).
66
Exhibit
Number
10.17*
10.18
10.19
10.20*
Description
Form of Standard Terms of Executive Awards Granted Under the 2008 Stock Option Exchange
Program (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 4, 2008
(Commission File No. 000-24020)).
Settlement Agreement with Dana Corporation signed on July 24, 2007 and effective as of
August 7, 2007, replaces redacted copy of Settlement Agreement with Dana Corporation signed on
July 24, 2007 and effective as of August 7, 2007 (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q filed on August 7, 2008 (Commission File No. 000-24020)) .
Redacted copy of Supply Agreement with Dana Corporation signed on July 24, 2007 and effective as
of August 7, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on
November 2, 2007 (Commission File No. 000-24020)).
Executive Equity Repurchase Agreement dated December 20, 2011 (incorporated by reference to
Exhibit 10.19 to the Company’s Form 10-K filed on March 13, 2012 (Commission File No. 000-
24020)).
21
23
Subsidiaries of the Company
Consent of Ernst & Young LLP
31.1
CEO certification pursuant to Section 302 of Sarbanes - Oxley Act of 2002.
31.2
CFO certification pursuant to Section 302 of Sarbanes - Oxley Act of 2002.
32
CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes - Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Management contract or compensatory plan or arrangement.
67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on
March 12, 2013.
SYPRIS SOLUTIONS, INC.
(Registrant)
/s/ Jeffrey T. Gill
(Jeffrey T. Gill)
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on March 12, 2013:
/s/ Robert E. Gill
(Robert E. Gill)
/s/ Jeffrey T. Gill
(Jeffrey T. Gill)
/s/ Brian A. Lutes
(Brian A. Lutes)
/s/ Rebecca R. Eckert
(Rebecca R. Eckert)
/s/ John F. Brinkley
(John F. Brinkley)
/s/ William G. Ferko
(William G. Ferko)
/s/ R. Scott Gill
(R. Scott Gill)
/s/ William L. Healey
(William L. Healey)
/s/ Robert F. Lentz
(Robert F. Lentz)
/s/ Sidney R. Petersen
(Sidney R. Petersen)
/s/ Robert Sroka
(Robert Sroka)
Chairman of the Board
President, Chief Executive Officer and Director
Vice President and Chief Financial Officer
(Principal Financial Officer)
Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
68
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[THIS PAGE INTENTIONALLY LEFT BLANK]
Corporate Directory
Board of Directors
ROBERT E. GILL (4)
Chairman of the Board
JEFFREY T. GILL (4)
President & CEO
R. SCOTT GILL
Private Investor
JOHN F. BRINKLEY (1 , 3)
Retired General Manager
North American Automotive
Operations Export Sales
Ford Motor Company
WILLIAM G. FERKO (2 , 3)
Senior Vice President,
Republic Bank & Trust Company
WILLIAM L. HEALEY (1, 3 )
Private Investor & Consultant
SIDNEY R. PETERSEN (2)
Retired Chairman & CEO
Getty Oil, Inc.
ROBERT SROKA (1, 2)
Principal
Rockland Advisory Group, LLC,
an investment banking firm
(1) Member of Compensation Committee
(2) Member of Audit and Finance Committee
(3) Member of Nominating and Governance Committee
(4) Executive Officer
Committee Chairman
Executive Officers
BRIAN A. LUTES
Vice President & CFO
JOHN R. MCGEENEY
Vice President, General Counsel
and Secretary
RICHARD L. DAVIS
Senior Vice President
ANTHONY C. ALLEN
Vice President, Treasurer and
Assistant Secretary
PAUL G. LAROCHELLE
Vice President, Sypris Solutions,
and President, Sypris Technologies
JOHN J. WALSH
Vice President, Sypris Solutions,
and President, Sypris Electronics
Corporate Headquarters
Sypris Solutions, Inc.
101 Bullitt Lane
Suite 450
Louisville, KY 40222
Phone: (502) 329-2000
Fax: (502) 329-2036
Annual Meeting
The Annual Meeting of Stockholders will be
held on Tuesday, May 7, 2013 at 10:00 a.m.
at 101 Bullitt Lane, Lower Level Seminar
Room, Louisville, Kentucky.
Investor Relations
The common stock of Sypris trades on the
NASDAQ Global Market under the symbol SYPR.
The Sypris Form 10-K for fiscal 2012 and other
reports filed with the Securities and Exchange
Commission are available electronically at
www.sypris.com.
Inquiries and requests regarding this annual report
and other stockholder questions should be directed to:
Sypris Solutions, Inc.
Attention: Lynn Boon
101 Bullitt Lane
Suite 450
Louisville, KY 40222
ir@sypris.com
Transfer Agent
Computershare
P.O. Box 43078
Providence, RI 02940
Phone: (800) 622-6757
Independent Registered
Public Accounting Firm
Ernst & Young LLP
400 West Market Street
Suite 2400
Louisville, KY 40202
Phone: (502) 585-1400
Fax: (502) 584-4221
Securities Counsel
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
Phone: (202) 637-5600
Fax: (202) 637-5910
Sypris Solutions Inc. 2012 Annual Report
101 Bullitt Lane, Suite 450, Louisville, Kentucky 40222
Phone (502) 329-2000 Fax (502) 329-2036
sypris.com
Subsidiary Headquarters:
Sypris Electronics LLC
10901 North McKinley Drive, Tampa, Florida 33612
Phone: (813) 972-6000 Fax: (813) 972-6704
Sypris Technologies Inc.
101 Bullitt Lane, Suite 205, Louisville, Kentucky 40222
Phone: (502) 420-1222 Fax: (502) 420-1232