05/19/2026 | Press release | Distributed by Public on 05/19/2026 09:33
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
Overview
We provide products and engineering, design, and manufacturing services for a variety of critical infrastructure sectors, including energy, space, communications, defense, transport, chemical, and water. Sypris serves its customers globally through its operations located in North America. We produce a wide range of manufactured products, often under multi-year, sole-source contracts.
We are organized into two business segments, Sypris Technologies and Sypris Electronics. Sypris Technologies, which is comprised of Sypris Technologies, Inc. and its subsidiaries, generates revenue primarily from the sale of forged, machined, welded and heat-treated steel components primarily for the heavy commercial vehicle and high-pressure energy pipeline applications. Sypris Electronics, which is comprised of Sypris Electronics, LLC, generates revenue primarily through circuit card and full "box build" manufacturing, high reliability manufacturing, systems assembly and integration, design for manufacturability and design to specification work.
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 technological innovation and flexibility, coupled with multi-year contractual relationships, as a strategic component of their supply chain management. These contracts, many of which are sole-source by part number, have historically created opportunities to invest in leading-edge processes or technologies to help our customers remain competitive. The productivity and innovation that can result from such investments helps to differentiate us from our competition when it comes to cost, quality, reliability and customer service.
Economic Conditions
Our operations are impacted by global economic conditions, including inflationary increases of certain raw materials, as well as logistics, tariffs, transportation, utilities and labor costs, supply chain constraints and increased interest rates. While we have taken pricing actions and implemented transformation initiatives that we expect to improve productivity and offset these cost increases, we expect supply chain pressures and inflationary cost increases to continue throughout 2026, which may continue thereafter and could negatively impact our results of operations.
Sypris Technologies Outlook
The North American Class 8 commercial vehicle market experienced a downturn in 2025, in addition to the automotive and sport utility vehicle markets also served by Sypris Technologies. New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. During 2025, production of Class 8 trucks in North America decreased 24% from 2024. According to industry publications, the outlook for 2026 and 2027 is forecasting a slight increase in production over 2025, before increasing 25% in 2028. We believe that the market diversification Sypris Technologies has accomplished over recent years by adding new programs in the automotive, sport-utility and off-highway markets has benefited and will continue to benefit the Company as the demand cycles for our products in these markets differs from the Class 8 commercial vehicle market, thereby reducing volatility in our revenue profile.
The oil and gas markets served by our Tube Turns® brand of engineered products continues to be shaped largely by geopolitical factors, macroeconomic variables such as high interest rates and rising material costs, evolving policies and regulations and the emergence of new technologies. Sales in this market are dependent on, among other things, the level of worldwide oil and natural gas demand, the price of crude oil and natural gas and capital spending by exploration and production companies and drilling contractors. The conflicts in the Middle East, including military hostilities between Israel and Hamas and the U.S., Israel and Iran, the war between Russia and Ukraine and inflationary pressures have also led to disruption, instability and volatility in global markets and industries that could negatively impact our operations.
We will continue to pursue new business in a wide variety of markets from light automotive to new pressure vessel and pipeline applications to achieve a more balanced portfolio across our customers, markets and products.
Sypris Electronics Outlook
Ongoing demand in the electronic circuit card assembly industry across multiple manufacturing sectors continues to create shortages and extended lead times. In some instances, waiting times for certain components approach a year or more. We factor supplier-provided lead times into internal planning schedules and new customer quotations. From time to time, we encounter part obsolescence which requires us to identify an alternate part suitable for use. We continue to work with our customers on strategies to mitigate any adverse impact upon our ability to service their requirements. Factors which arise after the placement of the customer's order may cause us to miss projected delivery dates. Inflationary costs are expected to continue through 2026.
The electronic circuit card assembly industry is highly competitive, and demand can be volatile from period to period. Increasing demand for advanced technologies, supply chain diversification, and continued strong government defense spending along with geopolitical factors, including ongoing U.S.-China trade tensions and regulatory shifts, are prompting companies to adopt supply chain resilience strategies, such as "friendshoring", nearshoring and onshoring that benefit domestic suppliers. Additionally, OEMs are expected to continue the trend of outsourcing lower-level electronic assemblies, while focusing on their core competencies of design and system integration. However, challenges such as labor cost fluctuations, raw material constraints, and evolving trade policies may impact operational efficiency and cost structures. Overall, the sector is positioned for growth, with companies focusing on technological innovation, strategic partnerships, and supply chain optimization to maintain competitiveness in a rapidly evolving defense and aerospace market. During 2024, 2025 and the first quarter of 2026, we announced new program awards and releases for Sypris Electronics, with certain programs continuing into 2028. In addition to contract awards from Department of War ("DoW") prime contractors related to weapons systems, electronic warfare and infrared countermeasures in our traditional aerospace and defense markets, we have also been awarded subcontracts for manufacturing services to the communication and navigation markets, which require our advanced capabilities for delivering products for complex, high cost of failure platforms.
While we do not serve as a prime contractor to the U.S. government, we serve as a subcontractor on various U.S. government programs. Funding for U.S. Government programs is subject to a variety of factors that can affect our business, including the U.S. presidential administration's budget requests and procurement priorities and policies, annual congressional budget authorization and appropriation processes, and other U.S. government domestic and international priorities. U.S. government spending levels, particularly defense spending, and timely funding thereof can affect our financial performance over the short and long term.
The National Defense Authorization Act (NDAA) for FY2026 was signed into law on December 18, 2025. This legislation authorizes $901 billion for defense spending. On February 3, 2026, the Consolidated Appropriations Act of 2026 was passed, which further extended government funding through September 30, 2026. This legislation provides $839.2 billion in funding for the DoW representing an $8.4 billion increase over the topline in the President's DoW Budget Request. The One Big Beautiful Bill Act (the Tax Act) was signed by the President on July 4, 2025. The bill provides more than $150 billion in mandatory funding for the DoW available until September 30, 2029.
On April 3, 2026, the Administration released the FY 2027 Defense topline request. The FY 2027 proposal seeks a historic $1.5 trillion defense budget, driven by a large discretionary base request and an additional $350 billion of mandatory funding through reconciliation. The approach is reliant upon Congress to pass a second reconciliation bill. We will continue to monitor the FY 2027 budget cycle as additional information is released.
Despite the Administration indicating their desire for a significant increase in defense spending in FY 2027, we anticipate the federal budget, additional potential tax law changes, and regulatory environment will continue to be subject to debate and compromise shaped by, among other things, the Administration and Congress, heightened political tensions, the global security environment, inflationary pressures, and macroeconomic conditions. The result may be shifting funding priorities, which could have material impacts on defense spending broadly and our programs. Additionally, the Administration continues to take steps to evaluate government-wide and defense-specific staffing and procurement, which includes assessing mission priorities, procurement methods, program performance, and other factors and then potentially taking action based on those assessments. Those actions remain uncertain and could result in impacts to both our current and future business prospects and financial performance. The impact on demand for our products and services and our business are difficult to predict.
See also the discussion of Congressional budgetary constraints or reallocations risks within "Item 1A, Risk Factors" included in our 2025 Form 10-K.
Results of Operations
The table below compares our segment and consolidated results for the first quarter of 2026 to the first quarter of 2025. It presents the results for each period, the change in those results from 2025 to 2026 in both dollars and as a percentage, as well as the results for each period as a percentage of net revenue.
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The first two columns in the table show the absolute results for each period presented. |
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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 period to the next, that change is shown as a positive number in both columns. Conversely, when expenses increase from one period to the next, that change is shown as a negative number in both columns. |
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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 the table, "NM" means "not meaningful."
Three Months Ended April 5, 2026 Compared to Three Months Ended March 30, 2025
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Year Over |
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Year Over |
Year |
Results as Percentage of |
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Year |
Percentage |
Net Revenue for the Three |
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Three Months Ended, |
Change |
Change |
Months Ended |
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April 5, |
March 30, |
Favorable |
Favorable |
April 5, |
March 30, |
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2026 |
2025 |
(Unfavorable) |
(Unfavorable) |
2026 |
2025 |
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Net revenue: |
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Sypris Technologies |
$ | 12,412 | $ | 13,573 | $ | (1,161 | ) | (8.6 | )% | 48.1 | % | 46.0 | % | |||||||||||
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Sypris Electronics |
13,399 | 15,935 | (2,536 | ) | (15.9 | ) | 51.9 | 54.0 | ||||||||||||||||
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Total |
25,811 | 29,508 | (3,697 | ) | (12.5 | ) | 100.0 | 100.0 | ||||||||||||||||
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Cost of sales: |
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Sypris Technologies |
10,993 | 11,466 | 473 | 4.1 | 88.6 | 84.5 | ||||||||||||||||||
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Sypris Electronics |
13,997 | 14,676 | 679 | 4.6 | 104.5 | 92.1 | ||||||||||||||||||
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Total |
24,990 | 26,142 | 1,152 | 4.4 | 96.8 | 88.6 | ||||||||||||||||||
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Gross profit (loss): |
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Sypris Technologies |
1,419 | 2,107 | (688 | ) | (32.7 | ) | 11.4 | 15.5 | ||||||||||||||||
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Sypris Electronics |
(598 | ) | 1,259 | (1,857 | ) | NM | (4.5 | ) | 7.9 | |||||||||||||||
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Total |
821 | 3,366 | (2,545 | ) | (75.6 | ) | 3.20 | 11.40 | ||||||||||||||||
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Selling, general and administrative |
4,423 | 3,496 | (927 | ) | (26.5 | ) | 17.1 | 11.8 | ||||||||||||||||
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Operating loss |
(3,602 | ) | (130 | ) | (3,472 | ) | (2,670.8 | ) | (14.0 | ) | (0.4 | ) | ||||||||||||
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Interest expense, net |
530 | 302 | (228 | ) | (75.5 | ) | 2.1 | 1.0 | ||||||||||||||||
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Other expense, net |
140 | 165 | 25 | 15.2 | 0.5 | 0.6 | ||||||||||||||||||
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Loss before taxes |
(4,272 | ) | (597 | ) | (3,675 | ) | (615.6 | ) | (16.6 | ) | (2.0 | ) | ||||||||||||
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Income tax (benefit) expense, net |
(146 | ) | 302 | 448 | NM | (0.6 | ) | 1.0 | ||||||||||||||||
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Net loss |
$ | (4,126 | ) | $ | (899 | ) | $ | (3,227 | ) | (359.0 | )% | (16.0 | )% | (3.0 | ) | |||||||||
Net Revenue. Sypris Technologies derives its revenue from the sale of forged and finished steel components and subassemblies and high-pressure closures and other fabricated products. Net revenue for Sypris Technologies decreased 8.6%, or $1.2 million, for the first quarter of 2026 compared to the first quarter of 2025, primarily due to the cyclical decline in the commercial vehicle market partially offset by a $1.8 million increase in energy product sales within the quarter.
Sypris Electronics derives its revenue primarily from circuit card and full "box build" manufacturing, high reliability manufacturing and systems assembly and integration. Net revenue for Sypris Electronics decreased $2.5 million to $13.4 million in the first quarter of 2026 compared to $15.9 million in the first quarter of 2025. The net revenue decrease for the period was primarily attributable to material availability in addition to customer design changes on certain new programs, which pushed out delivery dates.
Gross Profit. Sypris Technologies' gross profit decreased $0.7 million to $1.4 million in the first quarter of 2026 as compared to the first quarter of 2025 as a result of lower volumes in the commercial vehicle market and the related loss of fixed overhead absorption and an unfavorable foreign exchange rate for our Mexican subsidiary. This was partially offset by a favorable mix of higher margin energy product sales. Gross margin for the first quarter of 2026 was 11.4% as compared to 15.5% in the first quarter of 2025.
Sypris Electronics' gross profit decreased $1.9 million to a loss of $0.6 million in the first quarter of 2026 as compared to gross profit of $1.3 million for the first quarter of 2025. The decrease in gross profit was primarily a result of lower volumes and higher scrap incurred during the period, which included expired material resulting from program delays. Additionally, delays of certain customer deliveries has limited our ability to ramp up production to the levels anticipated and resulted in increased costs and decreased operational efficiency. Furthermore, the prior period results included additional gross profit of $0.3 million for a request for equitable adjustment ("REA") approved during the during the first quarter of 2025 to offset certain additional costs for scope modifications on a new contract during 2024. While the order backlog for Sypris Electronics supports a stable revenue rate during the balance of 2026, material availability challenges are expected to continue. Gross margin for the first quarter of 2026 was (4.5)% as compared to 7.9% in the first quarter of 2025. Gross margins are forecasted to improve as production volumes increase throughout the remainder of 2026.
Selling, General and Administrative. Selling, general and administrative expense increased $0.9 million to $4.4 million in the first quarter of 2026 as compared to $3.5 million for the same period in 2025 primarily as a result of higher medical claims experience during the current period. The Company experienced an increase in the number of high-cost medical claims during the first quarter of 2026 as compared to a favorable experience in the prior year. The Company is self-insured for medical claims with stop loss coverage for claims over $0.3 million. Selling, general and administrative expense increased as a percentage of revenue to 17.1% for the first quarter of 2026 from 11.8% in the prior year comparable period.
Income Taxes. The Company's income tax expense for the three months ended April 5, 2026 and March 30, 2025 consists primarily of currently payable state and local income taxes on domestic operations and foreign income taxes of its Mexican subsidiary.
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. The Company evaluates its deferred tax position on a quarterly basis and valuation allowances are provided as necessary. During this evaluation, the Company reviews its forecast of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred tax assets to determine if a valuation allowance is needed. Based on its current forecast, the Company has established a valuation allowance against all U.S. 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. tax benefits. If we determine that we would be able to realize our deferred tax assets in the future in excess of the net recorded amount, an adjustment to reduce the valuation allowance would increase net income in the period that such determination is made.
Liquidity and Capital Resources
As reflected in the consolidated financial statements, the Company has an accumulated deficit as of April 5, 2026, a net loss for the quarter ended April 5, 2026 and the year ended December 31, 2025, as well as negative cash flow from operating activities for the quarter ended April 5, 2026 and the year ended December 31, 2025. The Company's net inventory increased significantly in 2023, primarily related to contracts with Sypris Electronics' aerospace and defense customers. Shipments to customers on certain of these contracts were delayed beyond the initial delivery dates, which negatively impacted the cycle time to convert inventory to cash. Additionally, the Company experienced a significant drop in volumes within the Sypris Technologies business attributable to the cyclical decline in the commercial vehicle market in 2025 and into 2026, which led to a corresponding decrease in gross profit. As a result, the Company experienced a liquidity shortfall beginning in the fourth quarter of 2023 and at various times during 2024, 2025 and into 2026. The shipment delays within Sypris Electronics also contributed to an increase in trade payable balances with certain suppliers during 2023 and 2024. The Company successfully negotiated amended payment and other terms on the past due balances with certain suppliers and is continuing to work with suppliers to improve terms and maintain consistency in its supply chain relationships.
The Company received the benefit of additional loans of $3.0 million during the year ended December 31, 2025 from Gill Family Capital Management, Inc. ("GFCM") to help the Company manage its liquidity. This additional $3 million loaned to the Company by GFCM in 2025 was approved by the Audit Committee and provided the Company necessary liquidity. Additionally, during the first quarter of 2026, the Company and GFCM amended the Note to extend the maturity dates for $2.0 million of the obligation to April 1, 2027, $2.0 million to April 1, 2028, $5.0 million to April 1, 2029 and $3.0 million to April 1, 2030 (see Note 10 to the consolidated financial statements in this Quarterly Report on Form 10-Q).
Additionally, during the first quarter of 2026, the Company, through its Mexican operations, entered into an unsecured loan agreement with Banco del Bajio (the "Mexico Bajio Loan") in the amount of approximately $1.2 million to fund working capital needs (see Note 10 to the consolidated financial statements in this Quarterly Report on Form 10-Q).
Our ability to service our current liabilities will require a significant amount of cash. Management has evaluated our ability to generate this cash to meet our obligations for the next twelve months. Our primary sources of funds to meet our liquidity and capital requirements include cash on hand, funds generated through continued revenue growth from the Company's consolidated operations and reductions in the Company's investment in working capital. Based upon our current forecast, we believe that we will have sufficient liquidity to finance our operations for the next twelve months.
Although we believe the assumptions underlying our current forecast are reasonable, management is also prepared to implement contingency plans that include other cost reduction initiatives to improve profitability and cash flow, or management can take additional steps such as adjusting the timing and amount of certain operating expenses as well as capital expenditures or the issuance of new debt. If we are unable to achieve our forecasted revenue, or if our costs are higher than expected, we may be required to revise our plans to provide for additional cost-cutting measures, seek additional financing or to consider other strategic alternatives. We may not be able to secure additional financing on favorable terms, if at all.
Cash Balance. As of April 5, 2026, we had approximately $4.8 million of cash and cash equivalents, of which $1.2 million was held in jurisdictions outside of the U.S. that, if repatriated, could result in withholding taxes. We expect existing cash and cash flows from operations to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities, such as capital expenditures, for at least the next twelve months. Significant changes from our current forecasts, including, but not limited to: (i) meaningful shortfalls in our projected revenues, (ii) unexpected costs or expenses, and/or (iii) operating difficulties which cause unexpected delays in scheduled shipments, could require us to seek additional funding or force us to make further reductions in spending, extend payment terms with suppliers, liquidate assets where possible and/or suspend or curtail planned programs. Any of these actions could materially harm our business, results of operations and future prospects. Additional financing may not be available to us.
Material Cash Requirements
Gill Family Capital Management Note. The Company has received the benefit of cash infusions from GFCM in the form of secured promissory note obligations totaling $12.0 million in principal as of April 5, 2026 and December 31, 2025 (the "Note"). GFCM is an entity controlled by the Company's Chairman, President and Chief Executive Officer, Jeffrey T. Gill and one of our directors, R. Scott Gill. GFCM, Jeffrey T. Gill and R. Scott Gill are significant beneficial stockholders of the Company.
As of April 5, 2026, our principal commitment under the Note was $12.0 million, with $2.0 million due on April 1, 2027, $2.0 million on April 1, 2028, $5.0 million due on April 1, 2029 and the balance of $3.0 million due on April 1, 2030. The Note allows for a deferral of payment for up to 100% of the interest due on the Note to April 1, 2027. Interest on the Note is reset on April 1 of each year, at the greater of 8.0% or 500 basis points above the five-year Treasury note average during the preceding 90-day period, in each case, payable quarterly, unless the deferral option is elected.
Loan Agreement. On February 11, 2026, the Company, through its Mexican operations, entered into Mexico Bajio Loan in the amount of approximately $1.2 million to fund working capital needs. The loan is to be paid in monthly installments over a five-year period and bears a fixed interest rate of 10.5% per annum. The balance of the loan as of April 5, 2026, was $1.1 million.
Finance Lease Obligations. As of April 5, 2026, the Company had $4.5 million outstanding under finance lease obligations for both property and machinery and equipment with maturities through 2036 and a weighted average interest rate of 13.2%.
Equipment Financing Obligations. As of April 5, 2026, the Company had $1.3 million outstanding under equipment financing facilities, with payments due through 2031, and a weighted average interest rate of 7.1%.
Purchase Commitments. We had purchase commitments totaling approximately $22.0 million as of April 5, 2026, primarily for inventory and manufacturing equipment.
Cash Flows
Operating Activities. Net cash used in operating activities was $2.3 million in the first quarter of 2026, as compared to $5.5 million in the same period of 2025. The aggregate decrease in accounts receivable in 2026 resulted in cash provided of $0.3 million primarily as a result of the timing of receipts. The increase in inventory in 2026 was primarily as a result of increased inventory within Sypris Technologies to support higher volumes expected in the second half of 2026 and resulted in use of cash of $0.4 million. Accrued and other liabilities increased during the period and provided $0.9 million in the first quarter as a result of prepayments from customers with Sypris Electronics to fund inventory purchases, which was recorded as contract liabilities. Accounts payable decreased during the first quarter of 2026 as a result of timing of payments to our suppliers, resulting in a use of cash of $0.3 million.
Investing Activities. Net cash used in investing activities was comprised of capital expenditures of $0.2 million for the first quarter of 2026 as compared to a negligible amount for the first quarter of 2025.
Financing Activities. Net cash provided by financing activities was $0.7 million for the first quarter of 2026 and was comprised of proceeds from the Mexico Bajio Loan of $1.1 million, partially offset by capital lease, equipment financing obligation and debt payments of $0.4 million and $0.1 million for minimum statutory tax withholdings on stock-based compensation. Net cash provided by financing activities was $2.5 million for the first quarter of 2025 and was comprised of proceeds from the Note of $3.0 million, partially offset by capital lease and equipment financing obligation payments of $0.5 million.
Critical Accounting Policies
See the information concerning our critical accounting policies included under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operation - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in our critical accounting policies during the three months ended April 5, 2026.
Forward-looking Statements
This Quarterly Report on Form 10-Q, 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 business, industries, business strategies, prospects, potential acquisitions, liquidity, financial condition or financial results and our views about developments beyond our control, including domestic or global economic conditions, government spending, industry trends and market developments. These statements are based on management's views and assumptions at the time originally made, and, except as required by law, we undertake no obligation to update these statements, even if, for example, they remain available on our website after those views and assumptions have changed. There can be no assurance that our expectations, projections or views will come to pass, and undue reliance should not be placed on these forward-looking statements.
A number of significant 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. Many of these factors are identified in connection with the more specific descriptions contained throughout this report. Other factors which could also materially affect such future results currently include: the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; the termination or non-renewal of existing contracts by customers; our failure to achieve and maintain profitability on a timely basis by steadily increasing our revenues from profitable contracts with a diversified group of customers, which would cause us to continue to use existing cash resources or require us to sell assets to fund operating losses; volatility of our customers' forecasts and our contractual obligations to meet current scheduling demands and production levels, which may negatively impact our operational capacity and our effectiveness to integrate new customers or suppliers, and in turn cause increases in our inventory and working capital levels; cost, quality and availability or lead times of raw materials such as steel, component parts (especially electronic components), natural gas or utilities including increased cost relating to inflation, as well as the impact of proposed or imposed tariffs by the U.S. government on imports to the U.S. and/or the imposition of retaliatory tariffs by foreign countries; our reliance on a few key customers, third party vendors and sub-suppliers; significant delays or reductions due to a prolonged continuing resolution or U.S. government shutdown reducing the spending on products and services that Sypris Electronics provides; risks of foreign operations, including foreign currency exchange rate risk exposure, which could impact our operating results; the cost, quality, timeliness, efficiency and yield of our operations and capital investments, including the impact of inflation, tariffs, product recalls or related liabilities, employee training, working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; inventory valuation risks including excessive or obsolescent valuations or price erosions of raw materials or component parts on hand or other potential impairments, non-recoverability or write-offs of assets or deferred costs; our failure to successfully complete final contract negotiations with regard to our announced contract "orders", "wins" or "awards"; our ability to maintain compliance with the Nasdaq listing standards, including without limitation minimum closing bid price and stockholders' equity; our failure to successfully win new business or develop new or improved products or new markets for our products; war, geopolitical conflict, terrorism, or political uncertainty, or disruptions resulting from military hostilities between Russia and Ukraine, Israel and Hamas, and the U.S., Israel and Iran, or other tensions in the Middle East, including arising out of international sanctions, foreign currency fluctuations and other economic impacts; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; the costs and supply of insurance on acceptable terms and with adequate coverage; unanticipated or uninsured product liability claims, disasters, public health crises, losses or business risks; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; the costs of compliance with our auditing, regulatory or contractual obligations; pension valuation, health care or other benefit costs; dependence on, retention or recruitment of key employees and highly skilled personnel and distribution of our human capital; our reliance on revenues from customers in the oil and gas and automotive markets, with increasing consumer pressure for reductions in environmental impacts attributed to greenhouse gas emissions and increased vehicle fuel economy; labor relations; strikes; union negotiations; disputes or litigation involving governmental, supplier, customer, employee, creditor, stockholder, premises liability, personal injury, product liability, warranty or environmental claims; failure to adequately insure or to identify product liability, environmental or other insurable risks; costs associated with environmental or other claims relating to properties previously owned; our inability to patent or otherwise protect our inventions or other intellectual property rights from potential competitors or fully exploit such rights which could materially affect our ability to compete in our chosen markets; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; cybersecurity threats and disruptions, including ransomware attacks on our systems and the systems of third-party vendors and other parties with which we conduct business, all of which may become more pronounced in the event of geopolitical conflicts and other uncertainties, such as the conflict in Ukraine; risks related to owning our common stock, including increased volatility; possible public policy response to a public health emergency, including U.S. or foreign government legislation or restrictions that may impact our operations or supply chain; or unknown risks and uncertainties. and the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.