Cps Technologies Corp 8-K/A, filed May 4, 2021
Cps Technologies Corp (CPSH)
About this 8-K/A
Cps Technologies Corp filed this 8-K/A on May 4, 2021, reporting on events of April 29, 2021.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April 29, 2021
CPS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-16088 | 04-2832509 |
(State or other jurisdiction of incorporation)
|
(Commission File Number) | (IRS Employer Identification No.) |
| 111 South Worcester Street, Norton, Massachusetts | 02766 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | 508-222-0614 | |
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4( c)) under the Exchange Act (17 CFR 240.13e-4(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ]Emerging growth company
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. [ ]
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, $0.01 par value | CPSH | Nasdaq Capital Market |
Item 2.02 Results of Operations and Financial Condition
On April 30, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended March 27, 2021. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of The Securities Exchange Act of 1934 (The “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth be specific reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking
statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 8.01 Other Events
Exhibit 99.2 is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
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.
| CPS Technologies Corp. (Registrant) | |
|
Date: May 4, 2021 |
/s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer |
EXHIBIT INDEX
CPS Technologies Corporation
Chuck Griffith, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.alsic.com
CPS TECHNOLOGIES CORPORATION ANNOUNCES FIRST QUARTER 2021 RESULTS
Norton, Massachusetts, April 29, 2021. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $4.9 million and an operating profit of $36 thousand for the quarter ended March 27, 2021. This compares with revenues of $6.5 million and an operating profit of $622 thousand for the quarter ended March 28, 2020.
Grant Bennett, President and CEO, said: “As the impact of the pandemic begins to subside, revenues in the first quarter 2021 showed continuing improvement over revenues in the third and fourth quarters of 2020, even though revenues in the first quarter were lower than the same period a year ago. We previously commented that in the first quarter 2020 customers accelerated deliveries because of supply chain uncertainties as the pandemic began to spread. We also commented last quarter that we felt the fourth quarter 2020 was the low point in terms of reduced demand caused by the pandemic. Our first quarter 2021 results confirm this to be the case. Revenues in the first quarter 2021 were 17% higher than the fourth quarter 2020, and in the first quarter our bookings were significantly above shipments.
Looking at the bigger picture, although our AlSiC baseplate business remains sluggish due to the slow recovery of high speed trains and mass transit as a result of the pandemic, we are delighted at seeing significant increases in demand for our hermetic packaging products, primarily for aerospace and defense, and we are seeing increased interest and quotation activity in our armor product line. The first quarter did not include any revenue from shipments of our HybridTechTM Armor panels for crew-served weapons stations; we have begun shipping under the previously announced order in the current quarter; these shipments will be reflected in our second quarter 2021 revenues.
As part of the Defense Industrial Base, CPS has been open and operating throughout the pandemic. To date all of our major customers remain open and operational. The pandemic has depressed demand, particularly for baseplates, but most customers are experiencing or at least forecasting improvement in their businesses as more people are vaccinated and government-mandated closures are lessening. These observations do not mean that CPS will be unaffected by the pandemic going forward, but we currently see demand increasing rather than declining going forward. We remain very optimistic about our 2021 performance.
We continue to follow federal and state guidelines in our workplace regarding the pandemic. Shifts remain staggered to reduce employee overlap, workstations have been rearranged to ensure social distancing, all employees are using facemasks, etc.
The Company will be hosting its first quarter conference call with investors at 4:45pm on Thursday, April 29. Those interested in participating in the conference call should dial:
Call in Number: 1-833-953-1394
Conference ID: 4584929
About CPS
CPS is a technology and manufacturing leader in producing high-performance energy management components that facilitate the electrification
of the economy. Our products and intellectual property include critical pieces of the technology puzzle for electric trains and subway
cars, wind turbines, hybrid vehicles, electric vehicles, the smart electric grid, 5G infrastructure and others. CPS' armor products provide
exceptional ballistic protection and environmental durability at very light weight. CPS is committed to innovation and to supporting our
customers in building solutions to this planet's problems.
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2021 financial
results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use
of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates"
and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties
and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning
risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic
reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent
events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims
any obligation to update the information contained in this release.
| CPS TECHNOLOGIES CORPORATION |
| STATEMENT OF OPERATIONS (Unaudited) |
| Fiscal Quarters Ended | ||||||||
| March 27, | March 28, | |||||||
| 2021 | 2020 | |||||||
| Revenues: | ||||||||
| Product sales | $ | 4,865,708 | $ | 6,511,571 | ||||
| Total revenues | 4,865,708 | 6,511,571 | ||||||
| Cost of product sales | 3,921,568 | 4,961,361 | ||||||
| Gross Margin | 944,140 | 1,550,210 | ||||||
| Selling, general, and | ||||||||
| administrative expense | 908,471 | 928,590 | ||||||
| Income (loss) from operations | 35,669 | 621,620 | ||||||
| Other income (expense), net | (4,310) | (19,966) | ||||||
| Income (loss) before taxes | 31,359 | 601,654 | ||||||
| Income tax provision (benefit) | 456 | — | ||||||
| Net income (loss) | $ | 30,903 | $ | 601,654 | ||||
| Net income (loss) per | ||||||||
| basic common share | $ | 0.00 | $ | 0.05 | ||||
| CPS TECHNOLOGIES CORPORATION |
| BALANCE SHEET (UNAUDITED) |
| March 27, | March 28, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 167,918 | $ | 122,255 | ||||
| Accounts receivable-trade, net | 3,778,203 | 5,959,224 | ||||||
| Inventories, net | 3,631,152 | 3,595,338 | ||||||
| Prepaid expenses and other current assets | 293,275 | 227,459 | ||||||
| Total current assets | 7,870,548 | 9,904,276 | ||||||
| Net property and equipment | 1,184,678 | 1,424,302 | ||||||
| Right-of-use lease asset | 664,000 | 136,000 | ||||||
| Deferred taxes, net | 117,000 | 147,873 | ||||||
| Total Assets | $ | 9,836,226 | $ | 11,612,451 | ||||
| LIABILITIES AND STOCKHOLDERS’ | ||||||||
| EQUITY | ||||||||
| Current liabilities: | ||||||||
| Borrowings against line of credit | 193,395 | 1,577,506 | ||||||
| Note payable, current portion | 58,833 | 45,980 | ||||||
| Accounts payable | 1,503,327 | 2,621,862 | ||||||
| Accrued expenses | 531,548 | 691,921 | ||||||
| Deferred revenue | 319,216 | 381,216 | ||||||
| Lease liability, current portion | 148,000 | 136,000 | ||||||
| Total current liabilities | 2,754,319 | 5,454,485 | ||||||
| Note payable less current portion | 139,608 | 159,649 | ||||||
| Long term lease liability | 516,000 | — | ||||||
| Total liabilities | 3,409,927 | 5,614,134 | ||||||
| Total stockholders’ equity | 6,426,299 | 5,998,317 | ||||||
| Total liabilities and stockholders’ | ||||||||
| equity | $ | 9,836,226 | $ | 11,612,451 | ||||
| CPS TECHNOLOGIES CORPORATION |
| STATEMENT OF OPERATIONS (Unaudited) |
| Fiscal Quarters Ended | ||||||||
| March 27, | March 28, | |||||||
| 2021 | 2020 | |||||||
| Revenues: | ||||||||
| Product sales | $ | 4,865,708 | $ | 6,511,571 | ||||
| Total revenues | 4,865,708 | 6,511,571 | ||||||
| Cost of product sales | 3,921,568 | 4,961,361 | ||||||
| Gross Margin | 944,140 | 1,550,210 | ||||||
| Selling, general, and | ||||||||
| administrative expense | 908,471 | 928,590 | ||||||
| Income (loss) from operations | 35,669 | 621,620 | ||||||
| Other income (expense), net | (4,310) | (19,966) | ||||||
| Income (loss) before taxes | 31,359 | 601,654 | ||||||
| Income tax provision (benefit) | 456 | — | ||||||
| Net income (loss) | $ | 30,903 | $ | 601,654 | ||||
| Net income (loss) per | ||||||||
| basic common share | $ | 0.00 | $ | 0.05 | ||||
| CPS TECHNOLOGIES CORPORATION |
| BALANCE SHEET (UNAUDITED) |
| March 27, | March 28, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 167,918 | $ | 122,255 | ||||
| Accounts receivable-trade, net | 3,778,203 | 5,959,224 | ||||||
| Inventories, net | 3,631,152 | 3,595,338 | ||||||
| Prepaid expenses and other current assets | 293,275 | 227,459 | ||||||
| Total current assets | 7,870,548 | 9,904,276 | ||||||
| Net property and equipment | 1,184,678 | 1,424,302 | ||||||
| Right-of-use lease asset | 664,000 | 136,000 | ||||||
| Deferred taxes, net | 117,000 | 147,873 | ||||||
| Total Assets | $ | 9,836,226 | $ | 11,612,451 | ||||
| LIABILITIES AND STOCKHOLDERS’ | ||||||||
| EQUITY | ||||||||
| Current liabilities: | ||||||||
| Borrowings against line of credit | 193,395 | 1,577,506 | ||||||
| Note payable, current portion | 58,833 | 45,980 | ||||||
| Accounts payable | 1,503,327 | 2,621,862 | ||||||
| Accrued expenses | 531,548 | 691,921 | ||||||
| Deferred revenue | 319,216 | 381,216 | ||||||
| Lease liability, current portion | 148,000 | 136,000 | ||||||
| Total current liabilities | 2,754,319 | 5,454,485 | ||||||
| Note payable less current portion | 139,608 | 159,649 | ||||||
| Long term lease liability | 516,000 | — | ||||||
| Total liabilities | 3,409,927 | 5,614,134 | ||||||
| Total stockholders’ equity | 6,426,299 | 5,998,317 | ||||||
| Total liabilities and stockholders’ | ||||||||
| equity | $ | 9,836,226 | $ | 11,612,451 | ||||