UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the quarterly period ended October 2, 2022

OR

☐ 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	61-1321992
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
101 Bullitt Lane, Suite 450
Louisville, Kentucky 40222	(502) 329-2000
(Address of principal executive	(Registrant’s telephone number,
offices) (Zip code)	including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SYPR	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer	☒ Non-accelerated filer	☒ Smaller reporting company
☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐  Yes ☒  No

As of November 5, 2022, the Registrant had 22,150,665 shares of common stock outstanding

Table of Contents

Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations for the Three and Nine Months Ended October 2, 2022 and October 3, 2021	2
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine months Ended October 2, 2022 and October 3, 2021	3
	Consolidated Balance Sheets at October 2, 2022 and December 31, 2021	4
	Consolidated Cash Flow Statements for the Nine Months Ended October 2, 2022 and October 3, 2021	5
	Consolidated Statements of Stockholders’ Equity for the Three and Nine months Ended October 2, 2022 and October 3, 2021	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25
Part II. Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

1

Part I. Financial Information

Item 1. Financial Statements

Sypris Solutions, Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

	Three Months Ended					Nine Months Ended
	October 2,			October 3,		October 2,			October 3,
	2022			2021		2022			2021
	(Unaudited)					(Unaudited)
Net revenue	$	25,199		$	25,683	$	80,409		$	71,634
Cost of sales		23,228			21,705		70,149			61,531
Gross profit		1,971			3,978		10,260			10,103
Selling, general and administrative		3,574			3,007		10,700			9,305
Operating (loss) income		(1,603	)		971		(440	)		798
Interest expense, net		273			211		784			644
Other expense, net		382			132		655			498
Forgiveness of PPP Loan and related interest		0			0		0			(3,599	)
(Loss) income before taxes		(2,258	)		628		(1,879	)		3,255
Income tax (benefit) expense		(16	)		334		755			768
Net (loss) income	$	(2,242	)	$	294	$	(2,634	)	$	2,487
(Loss) income per share:
Basic	$	(0.10	)	$	0.01	$	(0.12	)	$	0.12
Diluted	$	(0.10	)	$	0.01	$	(0.12	)	$	0.11
Weighted average shares outstanding:
Basic		21,740			21,536		21,716			21,522
Diluted		21,740			22,940		21,716			22,994
Dividends declared per common share	$	0.00		$	0.00	$	0.00		$	0.00

The accompanying notes are an integral part of the consolidated financial statements.

2

Sypris Solutions, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended						Nine Months Ended
	October 2,			October 3,			October 2,			October 3,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
Net (loss) income	$	(2,242	)	$	294		$	(2,634	)	$	2,487
Other comprehensive (loss) income
Foreign currency translation adjustments		(51	)		(378	)		380			(429	)
Comprehensive (loss) income	$	(2,293	)		(84	)	$	(2,254	)	$	2,058

The accompanying notes are an integral part of the consolidated financial statements.

3

Sypris Solutions, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

	October 2,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,474		$	11,620
Accounts receivable, net		8,852			8,467
Inventory, net		35,177			30,100
Other current assets		7,508			5,868
Total current assets		68,011			56,055
Property, plant and equipment, net		15,076			14,140
Operating lease right-of-use assets		4,451			5,140
Other assets		4,555			4,170
Total assets	$	92,093		$	79,505
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	15,885		$	11,962
Accrued liabilities		20,763			19,646
Operating lease liabilities, current portion		1,141			1,063
Finance lease obligations, current portion		1,038			983
Equipment financing obligations, current portion		369			336
Note payable – related party, current portion		2,500			0
Total current liabilities		41,696			33,990
Operating lease liabilities, net of current portion		4,011			4,878
Finance lease obligations, net of current portion		2,684			3,469
Equipment financing obligations, net of current portion		866			868
Note payable – related party, net of current portion		3,988			6,484
Other liabilities		21,343			10,530
Total liabilities		74,588			60,219
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 975,150 shares authorized; no shares issued		0			0
Series A preferred stock, par value $0.01 per share, 24,850 shares authorized; no shares issued		0			0
Common stock, non-voting, par value $0.01 per share, 10,000,000 shares authorized; no shares issued		0			0
Common stock, par value $0.01 per share, 30,000,000 shares authorized; 22,150,684 shares issued and 22,150,665 outstanding in 2022 and 21,864,743 shares issued and 21,864,724 outstanding in 2021		221			218
Additional paid-in capital		155,374			154,904
Accumulated deficit		(115,476	)		(112,842	)
Accumulated other comprehensive loss		(22,614	)		(22,994	)
Treasury stock, 19 in 2022 and 2021		0			0
Total stockholders’ equity		17,505			19,286
Total liabilities and stockholders’ equity	$	92,093		$	79,505

The accompanying notes are an integral part of the consolidated financial statements.

4

Sypris Solutions, Inc.

Consolidated Cash Flow Statements

(in thousands)

	Nine Months Ended
	October 2,			October 3,
	2022			2021
	(Unaudited)
Cash flows from operating activities:
Net (loss) income	$	(2,634	)	$	2,487
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		2,302			1,944
Forgiveness of PPP Loan and related interest		0			(3,599	)
Deferred income taxes		451			755
Stock-based compensation expense		512			351
Deferred loan costs recognized		4			5
Net loss on the sale of assets		4			11
Provision for excess and obsolete inventory		92			134
Non-cash lease expense		690			664
Other noncash items		82			93
Contributions to pension plans		(60	)		(283	)
Changes in operating assets and liabilities:
Accounts receivable		(528	)		(4,256	)
Inventory		(5,062	)		(11,312	)
Other current assets		(2,215	)		(1,197	)
Accounts payable		3,877			6,355
Accrued and other liabilities		10,780			10,005
Net cash provided by operating activities		8,295			2,157
Cash flows from investing activities:
Capital expenditures		(2,811	)		(1,829	)
Proceeds from sale of assets		6			10
Net cash used in investing activities		(2,805	)		(1,819	)
Cash flows from financing activities:
Principal payments on finance lease obligations		(725	)		(359	)
Principal payments on equipment financing obligations		(253	)		(132	)
Indirect repurchase of shares for minimum statutory tax withholdings		(40	)		(405	)
Net cash used in financing activities		(1,018	)		(896	)
Effect of exchange rate changes on cash balances		382			53
Net increase (decrease) in cash and cash equivalents		4,854			(505	)
Cash and cash equivalents at beginning of period		11,620			11,606
Cash and cash equivalents at end of period	$	16,474		$	11,101
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for finance lease obligations	$	0		$	168
Capital expenditures purchased through equipment financing obligations		280			1,237

The accompanying notes are an integral part of the consolidated financial statements.

5

Sypris Solutions, Inc.

Consolidated Statements of Stockholders’ equity

(in thousands)

	Three Months Ended October 2, 2022
											Accumulated
					Additional						Other
	Common Stock				Paid-In			Accumulated			Comprehensive			Treasury
	Shares		Amount		Capital			Deficit			Loss			Stock
July 3, 2022 balance		22,131,983	$	221	$	155,214		$	(113,234	)	$	(22,563	)	$	0
Net income		0		0		0			(2,242	)		0			0
Foreign currency translation adjustment		0		0		0			0			(51	)		0
Exercise of stock options		3,682		0		(3	)		0			0			0
Noncash compensation		15,000		0		163			0			0			0
October 2, 2022 balance		22,150,665	$	221	$	155,374		$	(115,476	)	$	(22,614	)	$	0

	Three Months Ended October 3, 2021
											Accumulated
					Additional						Other
	Common Stock				Paid-In			Accumulated			Comprehensive			Treasury
	Shares		Amount		Capital			Deficit			Loss			Stock
July 4, 2021 balance		21,514,945	$	215	$	154,804		$	(113,572	)	$	(24,749	)	$	0
Net income		0		0		0			294			0			0
Issuance of restricted common stock		197,500		2		(2	)		0			0			0
Foreign currency translation adjustment		0		0		0			0			(378	)		0
Exercise of stock options		13,603		0		(21	)		0			0			0
Noncash compensation		17,500		0		188			0			0			0
October 3, 2021 balance		21,743,548	$	217	$	154,969		$	(113,278	)	$	(25,127	)	$	0

	Nine Months Ended October 2, 2022
											Accumulated
					Additional						Other
	Common Stock				Paid-In			Accumulated			Comprehensive			Treasury
	Shares		Amount		Capital			Deficit			Loss			Stock
January 1, 2022 balance		21,864,724	$	218	$	154,904		$	(112,842	)	$	(22,994	)	$	0
Net income		0		0		0			(2,634	)		0			0
Foreign currency translation adjustment		0		0		0			0			380			0
Issuance of restricted common stock		197,500		2		(2	)		0			0			0
Exercise of stock options		43,441		1		(40	)		0			0			0
Noncash compensation		45,000		0		512			0			0			0
October 2, 2022 balance		22,150,665	$	221	$	155,374		$	(115,476	)	$	(22,614	)	$	0

	Nine Months Ended October 3, 2021
											Accumulated
					Additional						Other
	Common Stock				Paid-In			Accumulated			Comprehensive			Treasury
	Shares		Amount		Capital			Deficit			Loss			Stock
January 1, 2021 balance		21,300,958	$	213	$	155,025		$	(115,765	)	$	(24,698	)	$	0
Net income		0		0		0			2,487			0			0
Issuance of restricted common stock		197,500		2		(2	)		0			0			0
Foreign currency translation adjustment		0		0		0			0			(429	)		0
Exercise of stock options		210,090		2		(405	)		0			0			0
Noncash compensation		35,000		0		351			0			0			0
October 3, 2021 balance		21,743,548	$	217	$	154,969		$	(113,278	)	$	(25,127	)	$	0

The accompanying notes are an integral part of the consolidated financial statements.

6

Sypris Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

(1) Nature of Business

All references to “Sypris,” the “Company,” “we” or “our” include Sypris Solutions, Inc. and its wholly-owned subsidiaries. Sypris is a diversified provider of truck components, oil and gas pipeline components and aerospace and defense electronics. The Company produces a wide range of manufactured products, often under multi-year, sole-source contracts. The Company offers such products through its two business segments, Sypris Technologies, Inc. (“Sypris Technologies”) and Sypris Electronics, LLC (“Sypris Electronics”) (See Note 10).

(2) Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Sypris Solutions, Inc. and its wholly-owned subsidiaries and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, pursuant to such rules and regulations, certain notes and other financial information included in audited financial statements have been condensed or omitted. The December 31, 2021 consolidated balance sheet data was derived from audited statements, but does not include all disclosures required by U.S. GAAP. The Company’s operations are domiciled in the United States (U.S.) and Mexico, and we serve a wide variety of domestic and international customers. All intercompany transactions and accounts have been eliminated.

These unaudited consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state the results of operations, financial position and cash flows for the periods presented, and the disclosures herein are adequate to make the information presented not misleading. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. 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. Actual results for the three and nine months ended October 2, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, and notes thereto, for the year ended December 31, 2021 as presented in the Company’s Annual Report on Form 10-K.

(3) Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments, new guidance for the accounting for credit losses on certain financial instruments. This guidance introduces a new approach to estimating credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. This guidance, which becomes effective January 1, 2023, is not expected to have a material impact on our consolidated financial statements.

(4) Leases

The Company determines if an arrangement is a lease at its inception. The Company has entered into operating leases for real estate. These leases have initial terms which range from 10 years to 11 years, and often include one or more options to renew. These renewal terms can extend the lease term by 5 years and will be included in the lease term when it is reasonably certain that the Company will exercise the option. The Company’s existing leases do not contain significant restrictive provisions; however, certain leases contain provisions for payment of real estate taxes, insurance and maintenance costs by the Company. The lease agreements do not contain any residual value guarantees. Some of the real estate lease agreements include periods of rent holidays and payments that escalate over the lease term by specified amounts. All operating lease expenses are recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the right-of-use asset is amortized over the lease term.

7

 

Some leases may require variable lease payments based on factors specific to the individual agreements. Variable lease payments for which we are typically responsible include real estate taxes, insurance and common area maintenance expenses based on the Company’s pro-rata share, which are excluded from the measurement of the lease liability. Additionally, one of the Company’s real estate leases has lease payments that adjust based on annual changes in the Consumer Price Index (“CPI”). The leases that are dependent upon CPI are initially measured using the index or rate at the commencement date and are included in the measurement of the lease liability. Incremental payments due to changes in the index are treated as variable lease costs and expensed as incurred.

These operating leases are included in “Operating lease right-of-use assets” on the Company’s consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to make lease payments are included in “Operating lease liabilities, current portion” and “Operating lease liabilities, net of current portion” on the Company’s consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As of October 2, 2022, total right-of-use assets and operating lease liabilities were approximately $4,451,000 and $5,152,000, respectively. As of December 31, 2021, total right-of-use assets and operating lease liabilities were approximately $5,140,000 and $5,941,000, respectively.

We primarily use our incremental borrowing rate, which is updated quarterly, based on the information available at commencement date, in determining the present value of lease payments. If readily available, we would use the implicit rate in a new lease to determine the present value of lease payments. The Company has certain contracts for real estate which may contain lease and non-lease components which it has elected to treat as a single lease component.

The Company has entered into various short-term operating leases, primarily for office equipment with an initial term of twelve months or less. Lease payments associated with short-term leases are expensed as incurred and are not recorded on the Company’s balance sheet. The related lease expense for short-term leases was not material for the three and nine months ended October 2, 2022 and October 3, 2021.

The following table presents information related to lease expense for the three and nine months ended October 2, 2022 and October 3, 2021 (in thousands):

	Three Months Ended				Nine Months Ended
	October 2,		October 3,		October 2,		October 3,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Finance lease expense:
Amortization expense	$	170	$	87	$	490	$	260
Interest expense		83		54		261		171
Operating lease expense		351		351		1,052		1,053
Variable lease expense		84		82		253		236
Total lease expense	$	688	$	574	$	2,056	$	1,720

The following table presents supplemental cash flow information related to leases (in thousands):

	Nine Months Ended
	October 2,		October 3,
	2022		2021
	(Unaudited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,273	$	1,149
Operating cash flows from finance leases		261		171
Financing cash flows from finance leases		725		359

8

 

The annual future minimum lease payments as of October 2, 2022 are as follows (in thousands):

	Operating			Finance
	Leases			Leases
Next 12 months	$	1,501		$	1,314
12 to 24 months		1,387			1,262
24 to 36 months		1,222			1,198
36 to 48 months		956			510
48 to 60 months		832			26
Thereafter		211			0
Total lease payments		6,109			4,310
Less imputed interest		(957	)		(588	)
Total	$	5,152		$	3,722

The following table presents certain information related to lease terms and discount rates for leases as of October 2, 2022 and December 31, 2021:

	October 2,		December 31,
	2022		2021
	(Unaudited)
Weighted-average remaining lease term (years):
Operating leases		4.6		5.3
Finance leases		3.3		4.0
Weighted-average discount rate (percentage):
Operating leases		8.0		8.0
Finance leases		8.5		8.5

(5) Revenue from Contracts with Customers

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a promised product or rendering a service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for the product or service (the “transaction price”). The Company’s transaction price in its contracts with customers is generally fixed; no payment discounts, rebates or refunds are included within its contracts. The Company also does not provide service-type warranties, nor does it allow customer returns. In connection with the sale of various parts to customers, the Company is subject to typical assurance warranty obligations covering the compliance of the electronics parts produced to agreed-upon specifications. Customer returns, when they occur, relate to quality rework issues and are not connected to any repurchase obligation of the Company.

A performance obligation is a promise in a contract to transfer a distinct product or render a service to a customer and is the unit of account to which the transaction price is allocated under ASC 606. When a contract contains multiple performance obligations, we allocate the transaction price to the individual performance obligations using the price at which the promised goods or services would be sold to customers on a standalone basis. For most sales within our Sypris Technologies segment and a portion of sales within Sypris Electronics, control transfers to the customer at a point in time. Indicators that control has transferred to the customer include the Company having a present right to payment, the customer obtaining legal title and the customer having the significant risks and rewards of ownership. The Company’s principal terms of sale are FOB Shipping Point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment.

For contracts where Sypris Electronics serves as a contractor for aerospace and defense companies under federally funded programs, we generally recognize revenue over time as we perform because of continuous transfer of control to the customer. This continuous transfer of control to the customer is supported by clauses in the contracts that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. Because control is transferred over time, revenue and gross profit is recognized based on the extent of progress towards completion of the performance obligation. We use labor hours incurred as a measure of progress for these contracts because it best depicts the Company’s performance of the obligation to the customer, which occurs as we incur labor on our contracts. Under this measure of progress, the extent of progress towards completion is measured based on the ratio of labor hours incurred to date to the total estimated labor hours at completion of the performance obligation.

9

 

Many of Sypris Electronics’ contractual arrangements with customers are for one year or less. For the remaining population of non-cancellable contracts greater than one year we had $85,385,000 of remaining performance obligations as of October 2, 2022, all of which were long-term Sypris Electronics’ contracts. We expect to recognize approximately 13% of our remaining performance obligations as revenue in 2022, 55% in 2023 and the balance in 2024.

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers for the three and nine months ended October 2, 2022 and October 3, 2021:

	Three Months Ended				Nine Months Ended
	October 2,		October 3,		October 2,		October 3,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Sypris Technologies – transferred point in time	$	16,990	$	16,693	$	52,096	$	47,022
Sypris Electronics – transferred point in time		2,586		1,712		6,383		4,982
Sypris Electronics – transferred over time		5,623		7,278		21,930		19,630
	$	25,199	$	25,683	$	80,409	$	71,634

Contract Balances

Differences in the timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the consolidated balance sheets.

Contract assets – Contract assets include unbilled amounts typically resulting from sales under contracts where revenue is recognized over time and revenue recognized exceeds the amount billed to the customer, and the right to payment is subject to conditions other than the passage of time. Contract assets are generally classified as current assets in the consolidated balance sheet. The balance of contract assets as of October 2, 2022 and December 31, 2021 were $1,896,000 and $1,913,000, respectively, and are included within other current assets in the accompanying consolidated balance sheets.

Contract liabilities – Some of the Company’s contracts within Sypris Electronics are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. Often this results in billing occurring prior to revenue recognition resulting in contract liabilities. Additionally, the Company receives cash payments from customers on certain contracts in advance of the Company’s performance resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the consolidated balance sheets based on the timing of when the Company expects to recognize revenue. As of October 2, 2022, the contract liabilities balance was $30,377,000, of which $14,966,000 was included within accrued liabilities and $15,411,000 was included within other liabilities in the accompanying consolidated balance sheets.  As of December 31, 2021, the contract liabilities balance was $19,888,000, of which $15,013,000 was included within accrued liabilities and $4,875,000 was included within other liabilities in the accompanying consolidated balance sheets.  Payments received from customers in advance of revenue recognition are not considered to be significant financing components because they are used to meet working capital demands that can be higher in the early stages of a contract.

The Company recognized revenue from contract liabilities of $3,237,000 and $10,562,000 during the three and nine months ended October 2, 2022, respectively. The Company recognized revenue from contract liabilities of $2,362,000 and $3,828,000 during the three and nine months ended October 3, 2021, respectively.

Practical expedients and exemptions

Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expense in the consolidated statements of operations.

10

 

We do not disclose the value of unsatisfied performance obligations for contracts with original expected lengths of one year or less.

(6) (Loss) Earnings 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. For the three and nine months ended October 2, 2022, diluted weighted average common shares do not include the impact of any outstanding stock options and unvested compensation-related shares because the effect of these items on diluted net loss would be anti-dilutive. There were 38,000 potential common shares excluded from diluted earnings per share for the three and nine months ended October 3, 2021.

A reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted (loss) income per common share is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	October 2,			October 3,			October 2,			October 3,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
(Loss) income attributable to stockholders:
Net (loss) income as reported	$	(2,242	)	$	294		$	(2,634	)	$	2,487
Less distributed and undistributed earnings allocable to restricted award holders		0			(2	)		0			(7	)
Less dividends declared attributable to restricted award holders		0			0			0			0
Net (loss) income allocable to common stockholders	$	(2,242	)	$	292		$	(2,634	)	$	2,480
(Loss) income per common share attributable to stockholders:
Basic	$	(0.10	)	$	0.01		$	(0.12	)	$	0.12
Diluted	$	(0.10	)	$	0.01		$	(0.12	)	$	0.11
Weighted average shares outstanding – basic		21,740			21,536			21,716			21,522
Weighted average additional shares assuming conversion of potential common shares		0			1,404			0			1,472
Weighted average shares outstanding – diluted		21,740			22,940			21,716			22,994

(7) Inventory

Inventory consists of the following (in thousands):

	October 2,			December 31,
	2022			2021
	(Unaudited)
Raw materials	$	31,499		$	23,694
Work in process		4,867			6,702
Finished goods		703			1,497
Reserve for excess and obsolete inventory		(1,892	)		(1,793	)
Total	$	35,177		$	30,100

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(8) Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):

	October 2,			December 31,
	2022			2021
	(Unaudited)
Land and land improvements	$	43		$	43
Buildings and building improvements		7,918			7,863
Machinery, equipment, furniture and fixtures		62,879			61,050
Construction in progress		2,097			858
		72,937			69,814
Accumulated depreciation		(57,861	)		(55,674	)
	$	15,076		$	14,140

(9) Debt

Debt outstanding consists of the following (in thousands):

	October 2,			December 31,
	2022			2021
	(Unaudited)
Current:
Finance lease obligation, current portion	$	1,038		$	983
Equipment financing obligations, current portion		369			336
Note payable – related party, current portion		2,500			0
Current portion of long-term debt and finance lease obligations	$	3,907		$	1,319
Long-Term:
Finance lease obligation	$	2,684		$	3,469
Equipment financing obligations		866			868
Note payable – related party		4,000			6,500
Less unamortized debt issuance and modification costs		(12	)		(16	)
Long-term debt and finance lease obligations net of unamortized debt costs	$	7,538		$	10,821

Note Payable – Related Party

The Company has received the benefit of cash infusions from Gill Family Capital Management, Inc. (“GFCM”) in the form of secured promissory note obligations totaling $6,500,000 in principal as of October 2, 2022 and December 31, 2021. 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 October 2, 2022, our principal commitment under the Note was $2,500,000 due on April 1, 2023, $2,000,000 on April 1, 2024 and the balance on April 1, 2026. Interest on the promissory 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. The note allows for up to an 18-month deferral of payment for up to 60% of the interest due on the portion of the notes maturing in April of 2023 and 2024.

Obligations under the promissory note are guaranteed by all of the subsidiaries and are secured by a first priority lien on substantially all assets of the Company, including those in Mexico.

Finance Lease Obligations

As of October 2, 2022, the Company had $3,722,000 outstanding under finance lease obligations for both property and machinery and equipment at its Sypris Technologies locations with maturities through 2026 and a weighted average interest rate of 8.5%.

12

 

Equipment Financing Obligations

As of October 2, 2022, the Company had $1,235,000 million outstanding under equipment financing obligations, with effective interest rates ranging from 4.4% to 8.1% and payments due through 2028.  Payments on the Company’s equipment financing obligations are due as follows (in thousands):

Next 12 months	$	466
12 to 24 months		429
24 to 36 months		272
36 to 48 months		147
48 to 60 months		50
Thereafter		6
Total payments		1,370
Less imputed interest		(135	)
Total equipment financing obligations	$	1,235

(10) Segment Data

The Company is organized into two business segments, Sypris Technologies and Sypris Electronics. The segments are each managed separately because of the distinctions between the products, markets, customers, technologies, and workforce skills of the segments. Sypris Technologies 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 provides circuit card and box build manufacturing, high reliability manufacturing, systems assembly and integration, design for manufacturability and design to specification work to customers in the market for aerospace and defense electronics. There was no intersegment net revenue recognized for any period presented.

The Company includes the unallocated costs of its corporate office, including the employment costs of its senior management team and other corporate personnel, administrative costs and net corporate interest expense incurred at the corporate level under the caption “General, corporate and other” in the table below. Such unallocated costs include those for centralized information technology, finance, legal and human resources support teams, certain professional fees, director fees, corporate office rent, certain self-insurance costs and recoveries, software license fees and various other administrative expenses that are not allocated to our reportable segments. The unallocated assets include cash and cash equivalents maintained in its domestic treasury accounts and the net book value of corporate facilities and related information systems. The unallocated liabilities consist primarily of the related party notes payable. Domestic income taxes are calculated at an entity level and are not allocated to our reportable segments. Corporate capital expenditures and depreciation and amortization include items attributable to the unallocated fixed assets of the corporate office and related information systems.

The following table presents financial information for the reportable segments of the Company (in thousands):

	Three Months Ended				Nine Months Ended
	October 2,		October 3,		October 2,		October 3,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Net revenue from unaffiliated customers:
Sypris Technologies	$	16,990	$	16,693	$	52,096	$	47,022
Sypris Electronics		8,209		8,990		28,313		24,612
	$	25,199	$	25,683	$	80,409	$	71,634
Gross profit:
Sypris Technologies	$	1,071	$	2,109	$	6,334	$	5,789
Sypris Electronics		900		1,869		3,926		4,314
	$	1,971	$	3,978	$	10,260	$	10,103

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	Three Months Ended						Nine Months Ended
	October 2,			October 3,			October 2,			October 3,
	2022			2021			2022			2021
Operating (loss) income:	(Unaudited)						(Unaudited)
Sypris Technologies	$	(361	)	$	901		$	2,243		$	2,344
Sypris Electronics		(56	)		967			1,280			1,641
General, corporate and other		(1,186	)		(897	)		(3,963	)		(3,187	)
	$	(1,603	)	$	971		$	(440	)	$	798
(Loss) income before taxes:
Sypris Technologies	$	(585	)	$	701		$	1,578		$	1,642
Sypris Electronics		(91	)		957			1,167			1,621
General, corporate and other		(1,582	)		(1,030	)		(4,624	)		(8	)
	$	(2,258	)	$	628		$	(1,879	)	$	3,255

	October 2,		December 31,
	2022		2021
	(Unaudited)
Total assets:
Sypris Technologies	$	36,773	$	35,977
Sypris Electronics		39,602		35,599
General, corporate and other		15,718		7,929
	$	92,093	$	79,505
Total liabilities:
Sypris Technologies	$	21,870	$	20,666
Sypris Electronics		43,629		31,030
General, corporate and other		9,089		8,523
	$	74,588	$	60,219

(11) Commitments and Contingencies

The provision for estimated warranty costs is recorded at the time of sale and periodically adjusted to reflect actual experience. The Company’s warranty liability, which is included in accrued liabilities in the accompanying consolidated balance sheets as of October 2, 2022 and December 31, 2021 was $679,000 and $659,000, respectively. The Company’s warranty expense for the three and nine months ended October 2, 2022 and October 3, 2021 was not material.

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 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. Additionally, the Company believes its product liability insurance is adequate to cover all potential liability claims.

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The Company accounts for loss contingencies in accordance with U.S. GAAP. Estimated loss contingencies are accrued only if the loss is probable and the amount of the loss can be reasonably estimated. With respect to a particular loss contingency, it may be probable that a loss has occurred but the estimate of the loss is within a wide range or undeterminable. If the Company deems an amount within the range to be a better estimate than any other amount within the range, that amount will be accrued. However, if no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued.

The Company has various current and previously-owned facilities subject to a variety of environmental regulations. The Company has received certain indemnifications from either companies previously owning these facilities or from purchasers of those facilities. Additionally, certain property previously sold by the Company has been designated as a Brownfield Site and has been approved for development by the purchaser. As of October 2, 2022 and December 31, 2021, no amounts were accrued for any environmental matters.

On December 27, 2017, the U.S. Department of Labor (the “DOL”) filed a lawsuit alleging that the Company had misinterpreted the language of its Company’s 401(k) Plans (collectively, the “Plan”).  The DOL does not appear to dispute that the Company reached such interpretation in good faith and after consulting with independent ERISA counsel.  On January 26, 2022, an opinion was issued by the judge indicating that certain of the Plan language in dispute is unambiguous and would therefore limit the Company’s right to interpret such language. Following the denial of motions for summary judgement from the Company and the DOL on April 28, 2022, a hearing took place on September 13, 2022 to review issues raised in the Company’s motion to amend its answer and its proposed counter claim and general next steps for the litigation proceedings including settlement considerations. Following the hearing the judge issued an order denying the Company’s motion to amend its answer and proposed counter claim and further requested that the parties prepare a joint status report by November 14, 2022 relating to the schedule for the litigation proceedings. While the Company believes that it has affirmative defenses and is continuing to vigorously defend the matter, the Company has engaged in settlement discussions with the DOL. The Company recorded a reserve of $525,000 during the quarter ended October 2, 2022, and the Company currently estimates the range of possible loss is $0 to $108,000 in excess of the amount reserved.  If a settlement is not reached and the DOL’s allegations were subsequently upheld by a court, the Company could be required to make additional contributions into the accounts of its Plan participants and penalties payable to the DOL could be imposed.

On February 17, 2017, several employees (“Lucas Plaintiffs”) of KapStone Charleston Kraft, LLC filed a lawsuit in South Carolina alleging that they had been seriously burned when they opened a hinged closure and a hot tar-like material spilled out. Among other claims, the Lucas Plaintiffs allege that Sypris Technologies designed and manufactured the closure, that the closure was defective and that those defects had caused or contributed to their injuries. Sypris Technologies’ motion to dismiss for lack of jurisdiction was denied on February 28, 2020. The Company regards these allegations to be without merit and any potential damages to be undeterminable. As a result, we are currently unable to estimate a loss or range of loss for this matter at this time. The Company’s general liability insurer has accepted the defense costs. The Company is continuing to vigorously defend the matter.

In order to reduce manufacturing lead times, the Company enters into agreements with certain suppliers to purchase inventory based on the Company’s requirements.  A significant portion of the Company’s purchase commitments arising from these agreements consists of firm and non-cancelable commitments.  These purchase commitments totaled $57,058,000 as of October 2, 2022, of which $15,224,000 is for purchases to be made in 2022, $31,884,000 is for purchases to be made in 2023 and $9,950,000 is for purchases to be made in 2024.  The Company also had outstanding purchase commitments of $1,261,000 as of October 2, 2022 for the purchase of manufacturing equipment.

(12) Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. The Company’s effective tax rate varies from period to period due to the proportion of foreign and domestic pre-tax income expected to be generated by the Company. The Company provides for income taxes for its domestic operations at a statutory rate of 21% in 2022 and 2021 and for its foreign operations at a statutory rate of 30% in 2022 and 2021. Reconciling items between the federal statutory rate and the effective tax rate also include the expected usage of federal net operating loss carryforwards, state income taxes, valuation allowances and certain other permanent differences.

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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 (ASC 740). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of assets or liabilities are recovered or settled. ASC 740 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 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 the Company’s consideration of all positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations, 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.

(13) Employee Benefit Plans

Pension expense (benefit) consisted of the following (in thousands):

	Three Months Ended						Nine Months Ended
	October 2,			October 3,			October 2,			October 3,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
Service cost	$	1		$	1		$	3		$	3
Interest cost on projected benefit obligation		210			194			630			581
Net amortizations, deferrals and other costs		140			153			420			459
Expected return on plan assets		(204	)		(189	)		(613	)		(567	)
Net periodic benefit cost	$	147		$	159		$	440		$	476

The net periodic benefit cost of the defined benefit pension plans incurred during the three and nine-month periods ended October 2, 2022 and October 3, 2021 are reflected in the following captions in the accompanying consolidated statements of operations (in thousands):

	Three Months Ended				Nine Months Ended
	October 2,		October 3,		October 2,		October 3,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Service cost:
Selling, general and administrative expenses	$	1	$	1	$	3	$	3
Other net periodic benefit costs:
Other expense, net		146		158		437		473
Total	$	147	$	159	$	440	$	476

(14) Accumulated Other Comprehensive Loss

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):

	October 2,			December 31,
	2022			2021
	(Unaudited)
Foreign currency translation adjustments	$	(11,060	)	$	(11,440	)
Employee benefit related adjustments – U.S., net of tax		(11,745	)		(11,745	)
Employee benefit related adjustments – Mexico, net of tax		191			191
Accumulated other comprehensive loss	$	(22,614	)	$	(22,994	)

16

 

(15) 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 October 2, 2022 approximates fair value, and is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments (Level 2).

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a diversified provider of truck components, oil and gas pipeline components and aerospace and defense electronics. We offer 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.

Impact of COVID-19 on Our Business

The COVID-19 pandemic negatively impacted the Company’s results of operations, cash flows and financial position in 2020 and 2021, and in the first nine months of 2022. We have also continued to experience various degrees of supply chain challenges in the first nine months of 2022, including increased lead times for raw materials due to availability constraints and high demand. While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate the supply chain pressures, we expect supply chain challenges to continue throughout 2022 and into 2023.

In connection with the supply chain challenges described above, we have experienced inflationary increases of certain raw materials, as well as logistics, transportation, utilities and labor costs. While we have taken pricing actions and we strive for productivity improvements that could help offset these inflationary cost increases, we expect inflationary cost increases to continue throughout 2022 and into 2023.

Sypris Technologies Outlook

Demand in the North American Class 4-8 commercial vehicle market began to recover in the second half of 2020 following an anticipated market decline in the first half of 2020 that was deepened by the impact of the COVID-19 pandemic. Market conditions have improved since then for commercial vehicles in addition to the automotive, sport utility vehicle and off-highway markets also served by Sypris Technologies. While there is growing evidence of a slowing North American economy, 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 demand for our products in these markets has experienced less volatility than the Class 8 commercial vehicle market.

Reduced travel, business closures, and other economic impacts related to the COVID-19 pandemic suppressed oil and natural gas demand, thereby adversely impacting the oil and gas markets served by our Tube Turns® brand of engineered products. This caused major pipeline developers to significantly scale back near-term capital investments in new pipeline infrastructure, which resulted in reduced demand for our products for the oil and gas markets during 2021 and the first nine months of 2022. Sales in this market are dependent on, among other things, the level of worldwide oil and gas drilling, the price of crude oil and natural gas and capital spending by exploration and production companies and drilling contractors. The U.S. average land rig count continues to be below pre-pandemic levels, but rose 42% in the third quarter of 2022 compared to the third quarter of 2021. As commodity prices improve and activity increases, particularly in liquefied natural gas (“LNG”) shipments to Europe, we currently expect customer demand in this market to increase in the fourth quarter of 2022 compared to same period of 2021. However, the conflict between Russia and Ukraine has led to disruption, instability and volatility in global markets and industries that could negatively impact our operations.

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We will continue to pursue new business in a wide variety of markets from light automotive to new energy related product lines to achieve a more balanced portfolio across our customers, markets and products.

Sypris Electronics Outlook

As noted above, the COVID-19 pandemic continued to cause business impacts in the first nine months of 2022 including supply chain challenges and delays. The majority of the government aerospace and defense programs that we support require specific components that are sole-sourced to specific suppliers; therefore, the resolution of supplier constraints requires coordination with our customers or the end-users of the products. We have partnered with our customers to qualify alternative components or suppliers and will continue to focus on our supply chain to attempt to mitigate the impact of supply component shortages on our business. Electronic component shortages may continue to be a challenge during the remainder of 2022 and into 2023. We may not be successful in addressing these shortages and other supply chain issues.

During 2021 and the first nine months of 2022, we announced new program awards for Sypris Electronics, with certain programs continuing into 2024. In addition to contract awards from Department of Defense (“DoD”) prime contractors related to weapons systems, electronic warfare and infrared countermeasures in our traditional aerospace and defense markets, we have also been awarded subcontracts related to the communication and navigation markets, which align with our advanced capabilities for delivering products for complex, high cost of failure platforms.

On March 15, 2022, President Biden signed the Consolidated Appropriations Act, 2022, providing annual funding for the DoD and other government departments and agencies. The appropriation provided $781 billion for national defense, which includes the DoD, Department of Energy (DoE) nuclear weapons-related activities, and the national security activities of the Coast Guard, Federal Bureau of Investigation, and others. The DoD portion was $742.3 billion, $25 billion more than the President’s Fiscal Year (FY) 2022 request. Additionally, the legislation included $13.6 billion in supplemental funding to support Ukraine, including $3.5 billion for defense articles and $650 million in Foreign Military Financing (FMF) for Ukraine and other Eastern European allies. An additional $40 billion in emergency supplemental appropriations was approved by Congress in May 2022.

On March 28, 2022, President Biden’s Administration submitted to Congress the President’s FY 2023 budget request, which proposes $813 billion for national defense. The DoD portion of this request is $773 billion, a 4% increase above the FY 2022 enacted amount.  However, Congress has not yet enacted an annual budget for FY 2023. To avert a government shutdown, on September 30, 2022, a continuing resolution funding measure was enacted to finance all U.S. government activities through December 16, 2022. Under the continuing resolution, partial-year funding at amounts consistent with appropriated levels for FY 2022 are available, subject to certain restrictions, but new spending initiatives are not authorized. Importantly, our key programs continue to be supported and funded despite the continuing resolution financing mechanism. However, during periods covered by continuing resolutions, we may experience delays in procurement of products and services due to a lack of funding, and those delays may affect our results of operations.

It is difficult to predict the specific course of future defense budgets. However, we believe the ongoing conflict in Ukraine and the escalating tensions between China and Taiwan have highlighted some of the national security threats to our nation and our allies, and the need for strong deterrence and a robust defense capability, as well as impacting our political and economic environment. More generally, the threat to U.S. national security remains very substantial and we believe that our capabilities should help our customers defend against current and future threats and, as a result, continue to allow for long-term profitable business growth.

We expect to compete for follow-on business opportunities as a subcontractor on future builds of several existing government programs. However, the federal budget and debt ceiling are expected to continue to be the subject of considerable uncertainty and 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 2021 Form 10-K.

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Results of Operations

The tables below compare our segment and consolidated results for the three and nine month periods of operations of 2022 to the three and nine month periods of operations of 2021. The tables present the results for each period, the change in those results from 2021 to 2022 in both dollars and percentage change and the results for each period as a percentage of net revenue.

● The first two columns in each table show the absolute results for each period 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 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.

● The last two columns in each 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 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 October 2, 2022 Compared to Three Months Ended October 3, 2021

									Year Over
						Year Over			Year			Results as Percentage of
						Year			Percentage			Net Revenue for the Three
	Three Months Ended,					Change			Change			Months Ended
	October 2,			October 3,		Favorable			Favorable			October 2,			October 3,
	2022			2021		(Unfavorable)			(Unfavorable)			2022			2021
	(in thousands, except percentage data)
Net revenue:
Sypris Technologies	$	16,990		$	16,693	$	297			1.8	%		67.4	%		65.0	%
Sypris Electronics		8,209			8,990		(781	)		(8.7	)		32.6			35.0
Total		25,199			25,683		(484	)		(1.9	)		100.0			100.0
Cost of sales:
Sypris Technologies		15,919			14,584		(1,335	)		(9.2	)		93.7			87.4
Sypris Electronics		7,309			7,121		(188	)		(2.6	)		89.0			79.2
Total		23,228			21,705		(1,523	)		(7.0	)		92.2			84.5
Gross profit:
Sypris Technologies		1,071			2,109		(1,038	)		(49.2	)		6.3			12.6
Sypris Electronics		900			1,869		(969	)		(51.8	)		11.0			20.8
Total		1,971			3,978		(2,007	)		(50.5	)		7.8			15.5
Selling, general and administrative		3,574			3,007		(567	)		(18.9	)		14.2			11.7
Operating (loss) income		(1,603	)		971		(2,574	)		NM			(6.4	)		3.8
Interest expense, net		273			211		(62	)		(29.4	)		1.1			0.8
Other expense, net		382			132		(250	)		(189.4	)		1.5			0.5
(Loss) income before taxes		(2,258	)		628		(2,886	)		NM			(9.0	)		2.5
Income tax (benefit) expense, net		(16	)		334		350			NM			(0.1	)		1.3
Net (loss) income	$	(2,242	)	$	294	$	(2,536	)		NM			(8.9	)%		1.1	%

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Nine Months Ended October 2, 2022 Compared to Nine Months Ended October 3, 2021.                  

										Year Over
							Year Over			Year			Results as Percentage of
							Year			Percentage			Net Revenue for the Nine
	Nine Months Ended,						Change			Change			Months Ended
	October 2,			October 3,			Favorable			Favorable			October 2,			October 3,
	2022			2021			(Unfavorable)			(Unfavorable)			2022			2021
	(in thousands, except percentage data)
Net revenue:
Sypris Technologies	$	52,096		$	47,022		$	5,074			10.8	%		64.8	%		65.6	%
Sypris Electronics		28,313			24,612			3,701			15.0			35.2			34.4
Total		80,409			71,634			8,775			12.2			100.0			100.0
Cost of sales:
Sypris Technologies		45,762			41,233			(4,529	)		(11.0	)		87.8			87.7
Sypris Electronics		24,387			20,298			(4,089	)		(20.1	)		86.1			82.5
Total		70,149			61,531			(8,618	)		(14.0	)		87.2			85.9
Gross profit:
Sypris Technologies		6,334			5,789			545			9.4			12.2			12.3
Sypris Electronics		3,926			4,314			(388	)		(9.0	)		13.9			17.5
Total		10,260			10,103			157			1.6			12.8			14.1
Selling, general and administrative		10,700			9,305			(1,395	)		(15.0	)		13.3			13.0
Operating (loss) income		(440	)		798			(1,238	)		NM			(0.5	)		1.1
Interest expense, net		784			644			(140	)		(21.7	)		1.0			0.9
Other expense, net		655			498			(157	)		(31.5	)		0.8			0.7
Forgiveness of PPP Loan and related interest		0			(3,599	)		(3,599	)		NM			0.0			(5.0	)
(Loss) income before taxes		(1,879	)		3,255			(5,134	)		NM			(2.3	)		4.6
Income tax expense, net		755			768			13			1.7			0.9			1.1
Net (loss) income	$	(2,634	)	$	2,487		$	(5,121	)		NM			(3.3	)%		3.5	%

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 for the three and nine-month periods ended October 2, 2022 increased $0.3 million and $5.1 million, respectively, from the prior year comparable periods. The comparison of net revenue for the three and nine month periods includes price adjustments for increases in the market price of steel over the past year, which is contractually passed through to customers under certain contracts. The steel price adjustments totaled approximately $0.9 million and $3.4 million for the three and nine month periods, respectively. The increase is partially offset by lower shipment volume to the commercial vehicle market. Production of Class 8 commercial vehicles in North America continues to be impacted by supply chain constraints unrelated to the availability of the drive axle shafts and other components we manufacture. This in turn has trickled down into our shipment volume, as our customers adjust their inventory levels to align with the end market build rates. Higher shipments of sport utility and energy components contributed to the revenue increase for the comparable three and nine month periods.

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 $0.8 million and increased $3.7 million, respectively, for the three and nine months ended October 2, 2022, from the prior year comparable periods. The decrease in revenue for the three months ended October 2, 2022 was primarily related to material availability, as receipts of a limited number of specific parts necessary to complete the build of products were delayed or, in other instances, required us to resource and obtain alternative parts or use alternative suppliers.  The increase in sales for the nine months ended October 2, 2022, was a result of the ramping of production during the year for two follow-on programs that began shipments during the fourth quarter of 2021.

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Gross Profit. Sypris Technologies’ gross profit decreased $1.0 million and increased $0.5 million for the three and nine months ended October 2, 2022, respectively, from the prior year comparable periods. Revenue mix was unfavorable for the three months ended October 2, 2022 contributing to the decrease in gross profit. Variable manufacturing costs also increased during the current year as inflationary pressure increased spend for consumable supplies and tooling, and natural gas and electricity rates increased from the prior year.  The gross profit variance for both the three and nine month periods also includes additional costs incurred during 2022 to support the previously forecasted increase in demand driven by the commercial vehicle market. For the nine months ended October 2, 2022, favorable revenue mix from our higher value add components for the sport utility and energy markets contributed to the increase in gross profit.

Sypris Electronics’ gross profit decreased $1.0 million and $0.4 million for the three and nine months ended October 2, 2022, respectively, from the prior year comparable periods. The decrease in gross profit for the three and nine months ended October 2, 2022 was primarily a result of lower margins on new programs ramping during the period compared to margins on mature programs completed during 2021. Additional engineering costs were also incurred in 2022 on certain programs that have not yet reached full rate production. The order backlog for Sypris Electronics is expected to support a stable revenue rate during the balance of 2022.

Selling, General and Administrative. Selling, general and administrative expense increased by $0.6 million and $1.4 million for the three and nine month periods ended October 2, 2022, respectively, as compared to the same periods in 2021, primarily as a result of a reinstatement of compensation for our Chairman, President and CEO and certain other senior leadership and corporate personnel and our Board of Directors, which had been reduced in 2020 across the Company amid the onset of the COVID-19 pandemic. Selling, general and administrative expense increased as a percentage of revenue to 14.2% and 13.3% for the three and nine months ended October 2, 2022, respectively from 11.7% and 13.0% for the three and nine months ended October 3, 2021, respectively.

Forgiveness of PPP Loan and related interest. On June 28, 2021, the Company received notice from BMO Harris Bank National Association (“BMO”) that BMO had received confirmation from the Small Business Administration (“SBA”) that the Company’s application for forgiveness of a loan in the amount of $3.6 million (the “PPP Loan”) pursuant to expansion of the SBA 7(a) loan program, established under the CARES Act had been approved. The loan forgiveness request in the amount of $3.6 million was applied to the Company’s entire outstanding PPP Loan balance with BMO. During the nine months ended October 3, 2021, the Company recorded a gain on the forgiveness of the PPP Loan and accrued interest in the amount of $3.6 million.

Income Taxes. The Company’s income tax (benefit) expense for the three and nine months ended October 2, 2022 and October 3, 2021 consists primarily of foreign income taxes on its Mexican subsidiaries.

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, Capital Resources

Cash Balance. As of October 2, 2022, we had approximately $16.5 million of cash and cash equivalents, of which $2.7 million was held in jurisdictions outside of the U.S. that, if repatriated, could result in withholding taxes.

We have projected that our cash and cash equivalents will be sufficient to allow us to continue operations for the next 12 months. Significant changes from our current forecasts, including, but not limited to: (i) the impact of the COVID-19 pandemic and changes in worldwide and U.S. economic conditions (ii) meaningful shortfalls in projected revenue or sales proceeds from underutilized or non-core equipment, (iii) unexpected costs or expenses, (iv) operating difficulties which cause unexpected delays in scheduled shipments, and/or (v) inflation, 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.

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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 $6.5 million in principal as of October 2, 2022 and December 31, 2021 (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 October 2, 2022, our principal commitment under the Note was $2.5 million due on April 1, 2023, $2.0 million on April 1, 2024 and the balance on April 1, 2026. 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. The Note allows for up to an 18-month deferral of payment for up to 60% of the interest due on the portion of the notes maturing in April of 2023 and 2024.

Finance Lease Obligations. As of October 2, 2022, the Company had $3.7 million outstanding under finance lease obligations for both property and machinery and equipment with maturities through 2026 and a weighted average interest rate of 8.5%.

Equipment Financing Obligations. As of October 2, 2022, the Company had $1.2 million outstanding under equipment financing facilities, with fixed interest rates ranging from 4.4% to 8.1% and payments due through 2028.

Purchase Commitments. We had purchase commitments totaling approximately $58.3 million at October 2, 2022, primarily for inventory and manufacturing equipment, which are due through 2024.

Cash Flows

Operating Activities. Net cash provided by operating activities was $8.3 million in the first nine months of 2022 as compared to $2.2 million in the same period of 2021.  The increase in inventory in 2022 resulted in a usage of cash of $5.1 million.  The increase in inventory is primarily in support of new program revenue growth for Sypris Electronics.  A significant portion of the inventory receipts were funded through prepayments from customers of Sypris Electronics in 2022, which are recorded as contract liabilities and are the primary component of the $10.8 million increase in accrued and other liabilities during the first nine months of 2022.  Accounts payable also increased during the first nine months of 2022, primarily associated with the inventory additions, providing a source of cash of $3.9 million.  Prepaid expenses and other current assets increased during the first nine months of 2022 resulting in a cash use of $2.2 million primarily as a result of increased capitalized costs associated with programs in the startup phase of production at Sypris Electronics and an increase in VAT taxes refundable in Mexico.

Investing Activities. Net cash used in investing activities was $2.8 million for the first nine months of 2022 as compared to $1.8 million for the first nine months of 2021. Net cash used in investing activities for the first nine months of 2022 was comprised of capital expenditures of $2.8 million. Net cash used in investing activities for the first nine months of 2021 was comprised of capital expenditures of $1.8 million.

Financing Activities. Net cash used in financing activities was $1.0 million for the first nine months of 2022 as compared to $0.9 million for the first nine months of 2021. Net cash used in financing activities in the first nine months of 2022 included principal payments on finance leases and equipment financing obligations of $1.0 million. Net cash used in financing activities in the first nine months of 2021 included principal payments on finance leases and equipment financing obligations of $0.5 million and payments of $0.4 million for minimum statutory tax withholdings on stock-based compensation.

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, 2021. There have been no significant changes in our critical accounting policies during the nine months ended October 2, 2022.

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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, including inflation, supply chain 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: 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; 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; dependence on, retention or recruitment of key employees and highly skilled personnel and distribution of our human capital; 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; our failure to successfully win new business or develop new or improved products or new markets for our products; our failure to successfully complete final contract negotiations with regard to our announced contract “orders”, “wins” or “awards”; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; 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; the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; the impact of COVID-19 and economic conditions on our future operations; possible public policy response to the pandemic, including U. S or foreign government legislation or restrictions that may impact our operations or supply chain; the termination or non-renewal of existing contracts by customers; inaccurate data about markets, customers or business conditions; disputes or litigation involving governmental, supplier, customer, employee, creditor, stockholder, product liability, warranty or environmental claims; risks of foreign operations; currency exchange rates; inflation; war, geopolitical conflict, terrorism, or political uncertainty, including disruptions resulting from the conflict between Russia and Ukraine arising out of international sanctions, foreign currency fluctuations and other economic impacts; our reliance on a few key customers, third party vendors and sub-suppliers; 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; failure to adequately insure or to identify product liability, environmental or other insurable risks; unanticipated or uninsured product liability claims, disasters, public health crises, losses or business risks; the costs of compliance with our auditing, regulatory or contractual obligations; labor relations; strikes; union negotiations; costs associated with environmental claims relating to properties previously owned; pension valuation, health care or other benefit costs; our inability to patent or otherwise protect our inventions or other intellectual property from potential competitors; 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; U.S. government spending on products and services that Sypris Electronics provides, including the timing of budgetary decisions; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; cyber security 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; our ability to maintain compliance with the Nasdaq listing standards minimum closing bid price; risks related to owning our common stock, including increased volatility; 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, 2021.

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Item 3. 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 provide the quantitative and qualitative disclosures about market risk specified in Item 305 of Regulation S-K.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Principal Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

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 the former owners of certain of these properties will be adequate to protect us from liability. No administrative or judicial proceedings with respect to these or any other environmental regulations or conditions are pending against the Company or known by the Company to be contemplated by government authorities.

The Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with respect to loss contingencies for these other asserted legal and other claims. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. In addition, there may be other potential claims, liabilities, materials or design defects, or other customer complaints that have not been asserted, but which could adversely impact us in the future. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these other legal matters or potential matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.

The information set forth in Note 11 to the consolidated financial statements in this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1.

Item 1A. Risk Factors

Information regarding risk factors appears in Part I — Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements,” in this Quarterly Report on Form 10-Q, and in Part I — Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There have been no material changes during the fiscal quarter from the risk factors disclosed in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit  Number	Description
31(i).1	CEO certification pursuant to Section 302 of Sarbanes - Oxley Act of 2002.
31(i).2	Principal Financial Officer certification pursuant to Section 302 of Sarbanes - Oxley Act of 2002.
32	CEO and Principal Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SYPRIS SOLUTIONS, INC.
			(Registrant)
Date:	November 16, 2022	By:	/s/ Richard L. Davis
			(Richard L. Davis)
		Vice President & Chief Financial Officer
Date:	November 16, 2022	By:	/s/ Rebecca R. Eckert
			(Rebecca R. Eckert)
			Controller (Principal Accounting Officer)

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