Sypris Solutions, Inc.

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Sypris Solutions, Inc.

101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222
U.S.A.
Telephone: (502) 329-2000
Fax: (502) 329-2036
Web site: http://www.sypris.com

Public Company
Incorporated: 1998
Employees: 2,978
Sales: $522.77 million (2005)
Stock Exchanges: NASDAQ
Ticker Symbol: SYPR
NAIC: 334119 Other Computer Peripheral Equipment Manufacturing; 334290 Other Communications Equipment Manufacturing; 334418 Printed Circuit Assembly (Electronic Assembly) Manufacturing; 334513 Instruments and Related Product Manufacturing for Measuring, Displaying, and Controlling Industrial Process Variables; 336350 Motor Vehicle Transmission and Power Train Parts Manufacturing; 336399 All Other Motor Vehicle Parts Manufacturing; 336419 Other Guided Missile and Space Vehicle Parts and Auxiliary Equipment Manufacturing

Sypris Solutions, Inc., is a supplier of outsourced manufacturing and technical services. It is also involved in certain manufacturing niches. One unit provides test and measurement services. The various subsidiaries of Sypris Solutions operate from more than two-dozen sites across the United States, including a 318,000-square-foot plant near Tampa, Florida. Controlled by Kentucky holding company Group Financial Partners Inc., Sypris Solutions has a history dating back to Honeywell Inc.'s secure communications products division. After a disastrous expansion into PC circuit boards in the 1990s, it has returned to its defense industry emphasis while adding a few manufacturing niches.

ORIGINS

The corporate parent of Sypris Solutions, Inc., was formed in November 1983 as the Gill Family Partnership, a collaboration between the father-and-son team of Robert and Jeffrey Gill. Robert E. Gill had begun his career in the elevator business. He led a management buyout of the Armor Elevator Company in the mid-1970s, a few years after becoming its president. He sold Armor to Finland's Kone Corporation in 1981, where he remained as a vice-chairman. In the meantime, his son Jeff was earning an M.B.A.

The Gills' new business made its first acquisition toward the end of 1984, an eight-story office building in Louisville, Kentucky. The firm was renamed Group Financial Partners Inc. around 1985.

ACQUISITION OF GROUP TECHNOLOGIES: 1989

The company made probably its most significant acquisition in March 1989, when it acquired a Tampa, Florida, defense electronics unit being spun off from Honeywell Inc. Group Technologies Corporation, as it was renamed two months after the buy, had 750 employees and revenues of $66 million a year. It specialized in producing custom computer and telecommunications equipment (chiefly secure telephones) for the military. Group Technologies dated back to the Defense Communications and Production Division formed by Honeywell in 1965. A simple yet ambitious mission statement was chosen for the newly independent business: "Never lose a customer."

Included in the acquisition was a 300,000-square-foot plant, which Group Technologies soon said was too big and outdated. A few press releases threatening a move succeeded in wresting concessions from the county while pressuring the landlord into arbitration.

By 1992, Group Financial Partners had more than 1,200 employees. Revenues were about $180 million in 1992, with Group Technologies accounting for more than half of it. Holdings included the real estate unit Group Financial Properties, Inc.

With the reduction in defense spending that accompanied the end of the Cold War, Group Technologies had to adapt. Part of the solution included acquiring Philips Circuit Assemblies in August 1993. Also based near Tampa, this plant had a commercial focus.

Group Technologies alone had revenues of $244 million in 1993, nearly doubling its sales and making it the world's fifth largest contract manufacturer in electronics. By this time, defense work accounted for little more than a third of business.

Group Technologies was quick to invest in new equipment, installing the country's first fully automated chip-on-board production line. This kept it ahead of industry demand for ever smaller circuit boards.

The 1990s were full of formative events for the company. In 1994, Group Technologies completed its initial public offering (IPO) on the NASDAQ (ticker symbol GRTK). The IPO brought in $17.8 million after fees, half as much as expected but enough to make a dent in its $26 million of bank debt.

To hedge against the vagaries of the PC industry, which accounted for most contract manufacturing, Group Technologies began making components for video poker machines, as well as avionics and automotive parts.

While Group Technologies was growing its top line at a 50 percent annual clip, its bottom line was beginning to suffer in a notoriously low-margin business. Profits were more than halved to $5 million in 1994.

The company bought another Philips electronics plant in early 1995. This facility, located in Mexico City, added a low-cost global sourcing option. It also acquired part of an IBM factory in Brazil. However, when Group Technologies tried to buy California's Smartflex Systems Inc., eyeing its overseas plants, it was unable to raise affordable financing. In fact, the company was technically in default on another credit line.

Group Technologies ended up losing $17.7 million in 1995, most of it in the form of a write-off for obsolete circuit board inventories. The company's share price plummeted as rumors of an impending bankruptcy circulated. With its latest acquisitions, Group Technologies' total workforce had swelled to 2,500 (about three-fifths of them in the Tampa area).

A restructuring was in order. In 1993, Group Technologies had acquired Metrum Inc., a Denver area firm specializing in data tape recorders and imaging technology, and it sold this in February 1996 to sister company F.W. Bell Inc. for $10 million. In fact, plans were soon underway for a merger between Bell, Group Technologies, and another company, but this would be delayed for a couple of years. Other divestments included that of the Badger line of rugged computers and the sale of an instrumentation products unit.

Group Financial Partners, Group Technologies' main shareholder, had acquired F.W. Bell in the 1980s. Based in Orlando, Florida, Bell produced measuring devices such as gas meters. It was later renamed Bell Technologies Inc. It employed 480 people in the mid-1990s, including 300 from its new Metrum subsidiary.

COMPANY PERSPECTIVES

What drives change? Is it an unrelenting focus on continuous improvement? Or a dedication to efficiency through engineering excellence? Or the empowerment of experienced managers to lead our operations into the future? Or embracing safety as an important keystone of our business? Or driving the supply chain to achieve critical cost synergies? Or implementing systems that provide real-time management tools? Or the development of talented people to carry us to the next level? Yes, it's all of these and more.

Group Financial Partners also owned Tube Turns Technologies, a Louisville manufacturer of components for industrial engines, naval fittings, and other forged and engineered products. Tube Turns had 160 employees.

Thomas W. Lovelock was named CEO of Group Technologies in February 1997 after heading Bell Technologies. The company had previously been led by Carl McCormick, a longtime Honeywell veteran, who had retired a few months earlier.

Group Technologies' new strategy was to focus again on government work, as well as low-volume commercial contracts. It was selling its Latin American plants to a former rival: Huntsville, Alabama-based SCI Systems Inc.

By the end of 1997, Group Technologies was showing signs of recovery. It would not post a profit for the year (revenues were $113 million) but it had taken care of a debt that had blossomed to $44 million and was beginning to operate in the black on a quarterly basis.

FORMATION OF SYPRIS SOLUTIONS: 1998

Sypris Solutions, Inc., was formed in 1998 as a holding company for Group Technologies Corp., Bell Technologies Inc., and Tube Turns Technologies Inc.

Group Technologies' revenues slipped to $87 million in 1998, but the company was becoming profitable again. Group Technologies posted sales of $91 million in 1999, while its new parent company, Sypris Solutions, had total revenues of $202 million.

Group Technologies was well placed to benefit from the surge in military and homeland defense spending that followed the September 11, 2001, terrorist attacks on the United States. However, there were setbacks. About 100 workers at the military contracts unit went on strike in October 2001, protesting loss of vacation time and increased health insurance costs.

The contract manufacturing business in Florida was soon renamed Sypris Electronics and eventually opted to focus exclusively on defense and aerospace. The other subsidiaries adopted the Sypris name as well.

NEW VENTURES

Truck component and assembly manufacturing was accounting for an increasing share of business, thanks to a trend toward outsourcing in that industry. Total revenues of $276.6 million in 2003 were down slightly while net income fell about $3 million to $8 million.

Sypris Solutions was making acquisitions in the automotive industry within a few years of its launch. The buying activity continued. In January 2004 it bought a plant in Morganton, North Carolina, and some manufacturing equipment from Dana Corp., one of its major customers. A long-term supply agreement was part of the deal. A couple of months later, Sypris acquired Dana's drive train component factory in Toluca, Mexico, under a similar arrangement. It had also bought equipment from a Dana Corp. plant in Marion, Ohio, that made truck axles and other forged parts.

A few months after that, Sypris Solutions took over a trailer axle component plant in Kenton, Ohio, from ArvinMeritor, Inc. The deal included a several-year supply agreement with ArvinMeritor, which sold finished axles to a number of manufacturers.

KEY DATES

1965:: Honeywell Inc. forms its Defense Communications and Production Division, later Group Technologies Corp.
1983:: Group Financial Partners is formed as Gill Family Partnership.
1984:: Company's first acquisition is a Louisville office building.
1989:: Group Financial Partners acquires Honeywell Inc. spinoff Group Technologies Corp.
1993:: Tampa's Philips Circuit Assemblies is acquired.
1994:: Group Technologies goes public on the NASDAQ.
1995:: Plants are acquired in Mexico and Brazil; company loses $17.7 million in "terrible year."
1997:: Latin America plants are sold to cover spiraling debt; Group Technologies abandons low-margin PC-based work.
1998:: Group Technologies Corp., Bell Technologies Inc., and Tube Turns Technologies Inc. merge into Sypris Solutions, Inc.
2004:: Sypris Solutions takes over plants from Arvin-Meritor, Inc., and Dana Corp.

The makeup of the company's revenues continued to shift. In 2005 most sales were derived from the Industrial Group, which was made up of a single business unit, and included the truck component and assembly manufacturing operations, which alone counted for two-thirds of Sypris Solutions' net revenues. The Electronics Group, consisting of the Aerospace & Defense and the Test & Measurement Units, had flat sales. The Test & Measurement unit was formed out of the Bell Technologies business, and had made a number of acquisitions over the previous few years. In August 2005, Sypris dedicated a portion of its 318,000-square-foot Tampa plant to manufacturing equipment for Lockheed Martin space satellites.

Sypris Solutions' largest customer, Dana Corp., filed for bankruptcy protection in March 2006. The fate of hundreds of millions of dollars worth of supply contracts was put in limbo as Dana's case made its way through the courts.

Frederick C. Ingram

PRINCIPAL SUBSIDIARIES

Sypris Test & Measurement, Inc.; Sypris Electronics, LLC; Sypris Data Systems, Inc.; Sypris Technologies, Inc.; Sypris Technologies Marion, LLC; Sypris Technologies Kenton, Inc.; Sypris Technologies Mexican Holdings, LLC; Sypris Technologies Mexico, S. de R.L. de C.V.; Sypris Technologies Toluca, S.A. de C.V. (Mexico).