8-K
Cps Technologies Corp/De/ (CPSH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2024
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 March 6, 2024, the Company issued a press release announcing its financial results for the quarter and year ended December 30, 2023. 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 by 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
| EXHIBIT<br><br> <br>NUMBER | DESCRIPTION |
|---|---|
| 99.1 | Press release dated March 6, 2024 of CPS Technologies Corp. announcing its financial results for the quarter and year ended December 30, 2023 |
| 99.2 | Financial results for the quarter ended December 30, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.<br> (Registrant) | |
|---|---|
| Date: March 8, 2024 | /s/ Charles K. Griffith, Jr.<br> Charles K. Griffith Jr.<br> Chief Financial Officer |
ex_636778.htm
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Corporation Announces Fourth Quarter 2023 Financial Results
Finished Year with Record Top Line Results; Large Pipeline of Opportunities for 2024 & Beyond
Norton, Massachusetts – March 6, 2024 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal fourth quarter ended December 30, 2023.
Fourth Quarter Highlights
| ● | Revenue of $6.7 million for the fourth quarter of 2023 versus $6.1 million in the prior-year period, primarily due to growth in shipments |
|---|---|
| ● | Gross margin of 17.0 percent versus 26.6 percent in the fourth quarter of 2022, reflecting certain quality issues with a major customer |
| --- | --- |
| ● | Operating profit of $0.1 million for the quarter ended December 30, 2023 compared to $0.3 million in the prior-year period |
| --- | --- |
“We finished the year with the highest annual revenue in the Company’s history – $27.6 million – driven by 10 percent growth in the fourth quarter versus the prior-year period,” said Brian Mackey, President and CEO. “We are cautiously optimistic that the quality issues previously disclosed have been largely mitigated and should not have a material impact on 2024 results. While the Continuing Resolution in Washington has hampered certain decision making, impacting some of our new business development initiatives, we believe our strong position across the Company’s diverse end markets provides plenty of opportunity for further top line expansion. That said, the U.S. Navy contract for HybridTech Armor® panels is, as previously discussed, expected to be completed during the second quarter of this year. We remain steadfast in our mission to pursue other fast-growing industrial and technological applications that can accelerate demand and drive CPS to new levels of performance. We continue to invest for the future, and I am confident that order flow will improve as the year plays out. Even as short-term headwinds exist, the future is bright for CPS.”
Results of Operations
CPS reported revenue of $6.7 million in the fourth quarter of fiscal 2023 versus $6.1 million in the prior-year period, reflecting overall growth in product shipments. Gross profit was $1.1 million, or 17.0 percent of revenue, versus $1.6 million, or 26.6 percent of revenue, in the fiscal 2022 fourth quarter, with the lower gross margin year-over-year largely due to quality issues with one of the Company’s major customers.
Operating profit was $0.1 million in the fiscal 2023 fourth quarter compared with $0.3 million in the prior-year period. Reported net income was also $0.2 million, or $0.01 per diluted share, versus $0.3 million, or $0.02 per diluted share, in the quarter ended December 31, 2022.
Conference Call
The Company will be hosting its fourth quarter 2023 earnings call at 9:00 am on March 7, 2024. Those interested in participating in the conference call should dial the following:
Call in Number: 1-844-943-2942
Participant Passcode: 531915
The Company encourages those who wish to participate to call in 10 minutes before the scheduled start time to ensure the operator can connect all participants.
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About CPS
CPS is a technology and manufacturing leader in producing high-performance materials solutions for its customers. The company’s products and intellectual property address critical needs in a variety of applications, including electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, Navy ships, the smart electric grid, 5G infrastructure and others. CPS hermetic packages can be found in many Aerospace and Satellite applications. 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 for the transition to clean energy.
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2024 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
111 South Worcester Street
Norton, MA 02766
www.cpstechnologysolutions.com
Investor Relations:
Chris Witty
646-438-9385
cwitty@darrowir.com
Page 3
CPS TECHNOLOGIES CORPORATION
Statements of Operations (Unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 30, | December 31, | December 30, | December 31, | |||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues: | ||||||||
| Product sales | $ | 6,747,199 | $ | 6,115,352 | $ | 27,550,646 | $ | 26,586,926 |
| Total revenues | $ | 6,747,199 | $ | 6,115,352 | $ | 27,550,646 | $ | 26,586,926 |
| Cost of product sales | 5,598,616 | 4,489,640 | 20,725,237 | 19,285,846 | ||||
| Gross Margin | 1,148,583 | 1,625,712 | 6,825,409 | 7,301,080 | ||||
| Selling, general, and administrative expense | 1,004,948 | 1,316,530 | 5,126,046 | 5,066,660 | ||||
| Income from operations | 143,635 | 309,182 | 1,699,363 | 2,234,420 | ||||
| Interest/Other income (expense) | 80,823 | 9,866 | 253,018 | 635,248 | ||||
| Net income before income tax | 224,458 | 319,048 | 1,952,381 | 2,887,668 | ||||
| Income tax provision (benefit) | 84,948 | 50,057 | 582,085 | 756,268 | ||||
| Net income | $ | 139,510 | $ | 268,991 | $ | 1,370,296 | $ | 2,131,400 |
| Wtd. Avg. basic common shares outstanding - diluted | 14,617,473 | 14,649,719 | 14,628,811 | 14,675,646 | ||||
| Net income per basic common share | $ | 0.01 | $ | 0.02 | $ | 0.09 | $ | 0.15 |
Page 4
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| December 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 8,813,626 | $ | 8,266,753 |
| Accounts receivable-trade, net | 4,389,155 | 3,777,975 | ||
| Accounts Receivable - other | 83,191 | 685,668 | ||
| Inventories, net | 4,581,930 | 4,875,901 | ||
| Prepaid expenses and other current assets | 276,349 | 211,242 | ||
| Total current assets | 18,144,251 | 17,817,539 | ||
| Net property and equipment | 1,556,139 | 1,326,968 | ||
| Right-of-use lease asset | 332,000 | 466,000 | ||
| Deferred taxes, net | 1,569,726 | 2,069,436 | ||
| Total Assets | $ | 21,602,116 | $ | 21,679,943 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Note payable, current portion | 46,797 | 43,711 | ||
| Accounts payable | 2,535,086 | 1,836,865 | ||
| Accrued expenses | 1,075,137 | 820,856 | ||
| Deferred revenue | 251,755 | 2,521,128 | ||
| Lease liability, current portion | 160,000 | 157,000 | ||
| Total current liabilities | 4,068,775 | 5,379,560 | ||
| Note payable less current portion | 8,090 | 54,847 | ||
| Deferred revenue – long term | 31,277 | 231,020 | ||
| Long term lease liability | 172,000 | 309,000 | ||
| Total liabilities | 4,280,142 | 5,974,427 | ||
| Total stockholders’ equity | 17,321,974 | 15,705,516 | ||
| Total liabilities and stockholders’ equity | $ | 21,602,116 | $ | 21,679,943 |
ex_636779.htm
Exhibit 99.2
CPS TECHNOLOGIES CORPORATION
Statements of Operations (Unaudited)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 30, | December 31, | December 30, | December 31, | |||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues: | ||||||||
| Product sales | $ | 6,747,199 | $ | 6,115,352 | $ | 27,550,646 | $ | 26,586,926 |
| Total revenues | $ | 6,747,199 | $ | 6,115,352 | $ | 27,550,646 | $ | 26,586,926 |
| Cost of product sales | 5,598,616 | 4,489,640 | 20,725,237 | 19,285,846 | ||||
| Gross Margin | 1,148,583 | 1,625,712 | 6,825,409 | 7,301,080 | ||||
| Selling, general, and administrative expense | 1,004,948 | 1,316,530 | 5,126,046 | 5,066,660 | ||||
| Income from operations | 143,635 | 309,182 | 1,699,363 | 2,234,420 | ||||
| Interest/Other income (expense) | 80,823 | 9,866 | 253,018 | 635,248 | ||||
| Net income before income tax | 224,458 | 319,048 | 1,952,381 | 2,887,668 | ||||
| Income tax provision (benefit) | 84,948 | 50,057 | 582,085 | 756,268 | ||||
| Net income | $ | 139,510 | $ | 268,991 | $ | 1,370,296 | $ | 2,131,400 |
| Wtd. Avg. basic common shares outstanding - diluted | 14,617,473 | 14,649,719 | 14,628,811 | 14,675,646 | ||||
| Net income per basic common share | $ | 0.01 | $ | 0.02 | $ | 0.09 | $ | 0.15 |
Page 2
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| December 30, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 8,813,626 | $ | 8,266,753 |
| Accounts receivable-trade, net | 4,389,155 | 3,777,975 | ||
| Accounts Receivable - other | 83,191 | 685,668 | ||
| Inventories, net | 4,581,930 | 4,875,901 | ||
| Prepaid expenses and other current assets | 276,349 | 211,242 | ||
| Total current assets | 18,144,251 | 17,817,539 | ||
| Net property and equipment | 1,556,139 | 1,326,968 | ||
| Right-of-use lease asset | 332,000 | 466,000 | ||
| Deferred taxes, net | 1,569,726 | 2,069,436 | ||
| Total Assets | $ | 21,602,116 | $ | 21,679,943 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Note payable, current portion | 46,797 | 43,711 | ||
| Accounts payable | 2,535,086 | 1,836,865 | ||
| Accrued expenses | 1,075,137 | 820,856 | ||
| Deferred revenue | 251,755 | 2,521,128 | ||
| Lease liability, current portion | 160,000 | 157,000 | ||
| Total current liabilities | 4,068,775 | 5,379,560 | ||
| Note payable less current portion | 8,090 | 54,847 | ||
| Deferred revenue – long term | 31,277 | 231,020 | ||
| Long term lease liability | 172,000 | 309,000 | ||
| Total liabilities | 4,280,142 | 5,974,427 | ||
| Total stockholders’ equity | 17,321,974 | 15,705,516 | ||
| Total liabilities and stockholders’ equity | $ | 21,602,116 | $ | 21,679,943 |