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): November 1, 2023
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<br><br> <br>registered |
|---|---|---|
| Common Stock, $0.01 par value | CPSH | Nasdaq Capital Market |
Item 2.02 Results of Operations and Financial Condition
On November 1, 2023, the Company issued a press release announcing its financial results for the quarter ended September 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 November 1, 2023 of CPS Technologies Corp. announcing its financial results for the quarter ended September 30, 2023 |
| 99.2 | Financial results for the quarter ended September 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: November 3, 2023 | /s/ Charles K. Griffith, Jr.<br> Charles K. Griffith Jr.<br> Chief Financial Officer |
ex_590738.htm
Exhibit 99.1
FOR RELEASE: IMMEDIATE
CPS Technologies Corporation Announces Third Quarter 2023 Financial Results
Revenue of $6.3 Million; Company Remains on Track for Record Year
Norton, Massachusetts – November 1, 2023 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal third quarter ended September 30, 2023.
Third Quarter Highlights
| ● | Revenue of $6.3 million for the third quarter of 2023 versus $6.7 million in the prior-year period, reflecting a shift in certain orders into the fourth quarter, as previously discussed |
|---|---|
| ● | Gross margin of 19.7 percent versus 27.9 percent in the third quarter of 2022, primarily due to lower revenue year-over-year |
| --- | --- |
| ● | Operating profit of $0.1 million for the quarter ended September 30, 2023, compared to $0.7 million in the prior-year period |
| --- | --- |
| ● | Company recently announced a new contract, valued at approximately $7.7 million, to provide power module components and related solutions to a European customer, as well as the Company’s first SBIR grant funded by the Department of Energy |
| --- | --- |
“As anticipated, revenue during the period was negatively impacted by certain shipments being delayed into the fourth quarter, which is looking to be particularly strong,” said Brian Mackey, President and CEO. “I’m excited that we remain in solid shape to finish fiscal 2023 with a record-setting performance, setting the stage for continued success going forward. We recently announced two major wins for CPS that will positively impact fiscal 2024, including a new SBIR award, complemented by a $7.7 million contract with one of our larger customers.
“Now with three months under my belt at CPS, I am upbeat about the future of the Company, as we focus on R&D investment and business development initiatives to drive higher returns and top line expansion. CPS provides unique, cutting-edge solutions across many fast-growing industries, and we are well positioned to take the Company to the next level in terms of both size and scope. I look forward to executing on a strategic plan that accelerates growth, improves operating performance, and enhances value for our shareholders.”
Results of Operations
CPS reported revenue of $6.3 million for the third quarter of fiscal 2023 versus $6.7 million in the prior-year period, reflecting order timing. Gross profit was to $1.2 million, or 19.7 percent of revenue, versus $1.9 million, or 27.9 percent of revenue, in the fiscal 2022 third quarter. The lower gross margin year-over-year reflects lower overall sales.
Operating profit was $0.1 million in the fiscal 2023 third quarter, compared with $0.7 million in the prior-year period. Reported net income was $0.2 million, or $0.01 per diluted share, versus $1.0 million, or $0.07 per diluted share, in the quarter ended October 1, 2022.
Page 2
Conference Call
The Company will be hosting its third quarter 2023 earnings call at 9:00 am on Thursday, November 2. Those interested in participating in the conference call should dial the following:
Call in Number: 1-844-943-2942
Participant Passcode: 230366
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.
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 a very light weight. CPS also assembles housings and packages for hybrid circuits. 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 2023 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 CORP.
Statements of Operations (Unaudited)
| Fiscal Quarters Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | October 1, | September 30, | October 1, | |||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues: | ||||||||||||
| Product sales | $ | 6,285,041 | $ | 6,748,117 | $ | 20,803,447 | $ | 20,471,574 | ||||
| Total Revenues | 6,285,041 | 6,748,117 | 20,803,447 | 20,471,574 | ||||||||
| Cost of product sales | 5,049,177 | 4,864,876 | 15,126,621 | 14,796,206 | ||||||||
| Gross Profit | 1,235,864 | 1,883,241 | 5,676,826 | 5,675,368 | ||||||||
| Selling, general and administrative expense | 1,105,227 | 1,174,581 | 4,121,099 | 3,750,131 | ||||||||
| Operating income (loss) | 130,637 | 708,660 | 1,555,727 | 1,925,237 | ||||||||
| Interest income (expense), net | 78,181 | (1,892 | ) | 176,325 | (6,245 | ) | ||||||
| Other income (expense), net | (1,228 | ) | 645,594 | (4,130 | ) | 649,628 | ||||||
| Net income (loss) before income tax expense | 207,590 | 1,352,362 | 1,727,922 | 2,568,620 | ||||||||
| Income tax provision (benefit) | 36,509 | 364,497 | 497,137 | 706,211 | ) | |||||||
| Net income | $ | 171,081 | $ | 987,865 | $ | 1,230,785 | $ | 1,862,409 | ||||
| Net income per basic common share | $ | 0.01 | $ | 0.07 | $ | 0.08 | $ | 0.13 | ||||
| Weighted average number of basic common shares outstanding | 14,517,364 | 14,434,468 | 14,487,873 | 14,417,995 | ||||||||
| Net income per diluted common share | $ | 0.01 | $ | 0.07 | $ | 0.08 | $ | 0.13 | ||||
| Weighted average number of diluted common shares outstanding | 14,636,241 | 14,686,476 | 14,632,591 | 14,683,632 |
Page 4
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 8,778,856 | $ | 8,266,753 | ||
| Accounts receivable-trade, net | 5,006,451 | 3,777,975 | ||||
| Accounts receivable-other | 17.043 | 685,668 | ||||
| Inventories, net | 4,827,957 | 4,875,901 | ||||
| Prepaid expenses and other current assets | 337,476 | 211,242 | ||||
| Total current assets | 18,967,783 | 17,817,539 | ||||
| Property and equipment: | ||||||
| Production equipment | 11,195,993 | 10,770,427 | ||||
| Furniture and office equipment | 952,883 | 952,883 | ||||
| Leasehold improvements | 985,649 | 985,649 | ||||
| Total cost | 13,134,525 | 12,708,959 | ||||
| Accumulated depreciation and amortization | (11,810,209 | ) | (11,446,901 | ) | ||
| Construction in progress | 206,693 | 64,910 | ||||
| Net property and equipment | 1,531,009 | 1,326,968 | ||||
| Right-of-use lease asset | 367,000 | 466,000 | ||||
| Deferred taxes, net | 1,645,467 | 2,069,436 | ||||
| Total assets | $ | 22,511,259 | $ | 21,679,943 | ||
| December 31, | ||||||
| --- | --- | --- | --- | --- | --- | |
| 2022 | ||||||
| LIABILITIES AND STOCKHOLDERS` EQUITY | ||||||
| Current liabilities: | ||||||
| Note payable, current portion | 57,457 | 43,711 | ||||
| Accounts payable | 2,151,127 | 1,836,865 | ||||
| Accrued expenses | 1,067,293 | 820,856 | ||||
| Deferred revenue | 1,675,086 | 2,521,128 | ||||
| Lease liability, current portion | 159,000 | 157,000 | ||||
| Total current liabilities | 5,109,963 | 5,379,560 | ||||
| Note payable less current portion | 8,655 | 54,847 | ||||
| Deferred revenue-long term | 31,277 | 231,020 | ||||
| Long term lease liability | 208,000 | 309,000 | ||||
| Total liabilities | 5,357,895 | 5,974,427 | ||||
| Commitments (note 4) | ||||||
| Stockholders` equity: | ||||||
| Common stock, 0.01 par value, authorized 20,000,000 shares; issued 14,601487 and 14,460,486, respectively; outstanding 14,519,215 and 14,450,470, respectively; at September 30, 2023 and December 31, 2022; | 146,015 | 144,605 | ||||
| Additional paid-in capital | 40,151,794 | 39,726,851 | ||||
| Accumulated deficit | (22,894,307 | ) | (24,125,092 | ) | ||
| Less cost of 82,272 and 10,016 common shares repurchased, respectively; at September 30, 2023 and December 31, 2022 | (250,138 | ) | (40,848 | ) | ||
| Total stockholders` equity | 17,153,364 | 15,705,516 | ||||
| Total liabilities and stockholders` equity | 22,511,259 | $ | 21,679,943 |
All values are in US Dollars.
ex_590739.htm
Exhibit 99.2
CPS TECHNOLOGIES CORP.
Statements of Operations (Unaudited)
| Fiscal Quarters Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | October 1, | September 30, | October 1, | |||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues: | ||||||||||||
| Product sales | $ | 6,285,041 | $ | 6,748,117 | $ | 20,803,447 | $ | 20,471,574 | ||||
| Total Revenues | 6,285,041 | 6,748,117 | 20,803,447 | 20,471,574 | ||||||||
| Cost of product sales | 5,049,177 | 4,864,876 | 15,126,621 | 14,796,206 | ||||||||
| Gross Profit | 1,235,864 | 1,883,241 | 5,676,826 | 5,675,368 | ||||||||
| Selling, general and administrative expense | 1,105,227 | 1,174,581 | 4,121,099 | 3,750,131 | ||||||||
| Operating income (loss) | 130,637 | 708,660 | 1,555,727 | 1,925,237 | ||||||||
| Interest income (expense), net | 78,181 | (1,892 | ) | 176,325 | (6,245 | ) | ||||||
| Other income (expense), net | (1,228 | ) | 645,594 | (4,130 | ) | 649,628 | ||||||
| Net income (loss) before income tax expense | 207,590 | 1,352,362 | 1,727,922 | 2,568,620 | ||||||||
| Income tax provision (benefit) | 36,509 | 364,497 | 497,137 | 706,211 | ) | |||||||
| Net income | $ | 171,081 | $ | 987,865 | $ | 1,230,785 | $ | 1,862,409 | ||||
| Net income per basic common share | $ | 0.01 | $ | 0.07 | $ | 0.08 | $ | 0.13 | ||||
| Weighted average number of basic common shares outstanding | 14,517,364 | 14,434,468 | 14,487,873 | 14,417,995 | ||||||||
| Net income per diluted common share | $ | 0.01 | $ | 0.07 | $ | 0.08 | $ | 0.13 | ||||
| Weighted average number of diluted common shares outstanding | 14,636,241 | 14,686,476 | 14,632,591 | 14,683,632 |
CPS TECHNOLOGIES CORP.
Balance Sheets (Unaudited)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 8,778,856 | $ | 8,266,753 | ||
| Accounts receivable-trade, net | 5,006,451 | 3,777,975 | ||||
| Accounts receivable-other | 17.043 | 685,668 | ||||
| Inventories, net | 4,827,957 | 4,875,901 | ||||
| Prepaid expenses and other current assets | 337,476 | 211,242 | ||||
| Total current assets | 18,967,783 | 17,817,539 | ||||
| Property and equipment: | ||||||
| Production equipment | 11,195,993 | 10,770,427 | ||||
| Furniture and office equipment | 952,883 | 952,883 | ||||
| Leasehold improvements | 985,649 | 985,649 | ||||
| Total cost | 13,134,525 | 12,708,959 | ||||
| Accumulated depreciation and amortization | (11,810,209 | ) | (11,446,901 | ) | ||
| Construction in progress | 206,693 | 64,910 | ||||
| Net property and equipment | 1,531,009 | 1,326,968 | ||||
| Right-of-use lease asset | 367,000 | 466,000 | ||||
| Deferred taxes, net | 1,645,467 | 2,069,436 | ||||
| Total assets | $ | 22,511,259 | $ | 21,679,943 | ||
| December 31, | ||||||
| --- | --- | --- | --- | --- | --- | |
| 2022 | ||||||
| LIABILITIES AND STOCKHOLDERS` EQUITY | ||||||
| Current liabilities: | ||||||
| Note payable, current portion | 57,457 | 43,711 | ||||
| Accounts payable | 2,151,127 | 1,836,865 | ||||
| Accrued expenses | 1,067,293 | 820,856 | ||||
| Deferred revenue | 1,675,086 | 2,521,128 | ||||
| Lease liability, current portion | 159,000 | 157,000 | ||||
| Total current liabilities | 5,109,963 | 5,379,560 | ||||
| Note payable less current portion | 8,655 | 54,847 | ||||
| Deferred revenue-long term | 31,277 | 231,020 | ||||
| Long term lease liability | 208,000 | 309,000 | ||||
| Total liabilities | 5,357,895 | 5,974,427 | ||||
| Commitments (note 4) | ||||||
| Stockholders` equity: | ||||||
| Common stock, 0.01 par value, authorized 20,000,000 shares; issued 14,601487 and 14,460,486, respectively; outstanding 14,519,215 and 14,450,470, respectively; at September 30, 2023 and December 31, 2022; | 146,015 | 144,605 | ||||
| Additional paid-in capital | 40,151,794 | 39,726,851 | ||||
| Accumulated deficit | (22,894,307 | ) | (24,125,092 | ) | ||
| Less cost of 82,272 and 10,016 common shares repurchased, respectively; at September 30, 2023 and December 31, 2022 | (250,138 | ) | (40,848 | ) | ||
| Total stockholders` equity | 17,153,364 | 15,705,516 | ||||
| Total liabilities and stockholders` equity | 22,511,259 | $ | 21,679,943 |
All values are in US Dollars.