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): August 4, 2022
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 August 4, 2022, the Company issued a press release announcing its financial results for the quarter ended July 2, 2022. 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 NUMBER | DESCRIPTION |
|---|---|
| 99.1 | Press release dated August 4, 2022 of CPS Technologies Corp. announcing its Financial results for the fiscal quarter ended July 2, 2022 |
| 99.2 | Financial results for the fiscal quarter ended July 2, 2022 |
| 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: August 5, 2022 | /s/ Charles K. Griffith, Jr.<br> Charles K. Griffith Jr.<br> Chief Financial Officer |
EXHIBIT INDEX
| EXHIBIT NUMBER | DESCRIPTION |
|---|---|
| 99.1 | Press release dated August 4, 2022 of CPS Technologies Corp. announcing its Financial results for the fiscal quarter ended July 2, 2022 |
| 99.2 | Financial results for the fiscal quarter ended July 2, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
ex_407260.htm
Exhibit 99.1
CPS Technologies Corporation
Chuck Griffith, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.cpstechnologysolutions.com
CPS TECHNOLOGIES CORPORATION ANNOUNCES SECOND QUARTER 2022 RESULTS
Norton, Massachusetts, August 4, 2022. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $7.1 million and an operating profit of $669 thousand for the quarter ended July 2, 2022. This compares with revenues of $5.9 million and an operating profit of $253 thousand for the quarter ended June 26, 2021.
Michael McCormack, President and CEO, said: “We are pleased to report that revenues in the second quarter of 2022 were the highest in the company’s history and showed 6.3% improvement over revenues in the first quarter of 2022, our previous record high for a quarter. Even more significantly we show a revenue increase of 21% over the second quarter of 2021. Further, our second quarter operating profit represents an increase of 164% over the second quarter of 2021. We continue to realize returns on the growth initiatives and operational changes we are executing. The team is continuing to drive growth and efficiency to sustain this momentum.
The larger concerns today involve the impacts of inflation, material availability, logistics delays, and a limited labor force. We are not immune to these problems, but to date, none of these issues has had a significant impact on our business. While inflation affects both wages and material costs, we have been able to cope with these in the form of increased manufacturing efficiencies and small price increases. In an uncertain overall economic environment, we remain very pleased with our second quarter performance and are confident in our outlook.
Beyond Fiscal Year 2022, we remain cautiously optimistic that our collective growth initiatives, specifically in longer-term new product development investments, will expand the current product lines both in terms of revenues and earnings. We have re-engaged with the Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) programs having made several submissions and will continue to do so. We have announced the award of 2 contracts under these programs, one for the Army and the other for the Navy. Lastly, we continue to make measured investments to increase the capacity of our current high-volume manufacturing.”
The Company will be hosting its second quarter conference call with investors at 9:00 AM on Friday, August 5. Those interested in participating in the conference call should dial:
Call in Number: 1-888-504-7949
Conference ID: 840275
We encourage those who wish to participate, to call in 10 minutes before the scheduled start time to ensure the operator can connect you prior to the start of the call.
111 South Worcester Street, Norton, Massachusetts 02766-2102 Tel: 508-222-0614 Fax: 508-222-0220
CPS is Certified to the ISO 9001 Standard
Visit us on the Web: www.cpstechnologysolutions.com
Page 2
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 hermetic packages can be found in many Aerospace and Satellite applications including the GPS III satellite and the Mars rover. 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 2022 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 CORP.<br><br> <br>Statements of Operations (Unaudited) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| July 2, | June 26, | July 2, | June 26, | ||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Revenues: | |||||||||||
| Product sales | $ | 7,070,743 | $ | 5,862,183 | $ | 13,723,457 | $ | 10,727,890 | |||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Total revenues | 7,070,743 | 5,862,183 | 13,723,457 | 10,727,890 | |||||||
| Cost of product sales | 5,242,106 | 4,510,600 | 9,931,330 | 8,432,168 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Gross Margin | 1,828,637 | 1,351,583 | 3,792,127 | 2,295,722 | |||||||
| Selling, general, and administrative expense | 1,159,157 | 1,098,616 | 2,575,550 | 2,007,087 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Income from operations | 669,480 | 252,967 | 1,216,577 | 288,635 | |||||||
| Interest income (expense), net | 1,594 | (13,769 | ) | (319 | ) | (18,079 | ) | ||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income before income tax | 671,074 | 239,198 | 1,216,258 | 270,556 | |||||||
| Income tax provision | 215,966 | -- | 341,714 | 456 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income | $ | 455,108 | $ | 239,198 | $ | 874,544 | $ | 270,101 | |||
| ========= | ========= | ========= | ========= | ||||||||
| Net income per basic common share | $ | 0.03 | $ | 0.02 | $ | 0.06 | $ | 0.02 | |||
| ------------ | ------------ | ------------ | ------------ |
| CPS TECHNOLOGIES CORP. | ||||
|---|---|---|---|---|
| Balance Sheet (Unaudited) | ||||
| July 2, | December 25, | |||
| --- | --- | --- | --- | --- |
| 2022 | 2021 | |||
| ASSETS | ------------- | ------------- | ||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,076,282 | $ | 5,050,312 |
| Accounts receivable-trade, net | 4,536,973 | 4,870,021 | ||
| Inventories, net | 4,665,719 | 3,911,602 | ||
| Prepaid expenses and other current assets | 313,501 | 225,873 | ||
| ------------- | ------------- | |||
| Total current assets | 14,592,475 | 14,057,808 | ||
| ------------- | ------------- | |||
| Net property and equipment | 1,412,923 | 1,322,494 | ||
| Right-of-use lease asset | 528,000 | 586,000 | ||
| Deferred taxes, net | 2,482,720 | 2,823,978 | ||
| ------------- | ------------- | |||
| Total Assets | $ | 19,016,118 | $ | 18,800,719 |
| ========= | ========= | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Note payable, current portion | $ | 47,321 | 55,906 | |
| Accounts payable | 1,621,278 | 2,100,251 | ||
| Accrued expenses | 648,180 | 1,086,429 | ||
| Deferred revenue | 1,752,543 | 1,707,138 | ||
| Lease liability, current portion | 157,000 | 155,000 | ||
| ------------- | ------------- | |||
| Total current liabilities | 4,226,322 | 5,104,724 | ||
| ------------- | ------------- | |||
| Note payable less current portion | 77,120 | 98,684 | ||
| Long term lease liability | 371,000 | 431,000 | ||
| ------------- | ------------- | |||
| Total liabilities | 4,674,442 | 5,634,408 | ||
| Total stockholders’ equity | 14,341,676 | 13,166,311 | ||
| ------------- | ------------- | |||
| Total liabilities and stockholders’ equity | $ | 19,016,118 | $ | 18,800,719 |
| ========== | ========== |
ex_407261.htm
Exhibit 99.2
| CPS TECHNOLOGIES CORP.<br><br> <br>Statements of Operations (Unaudited) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| July 2, | June 26, | July 2, | June 26, | ||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Revenues: | |||||||||||
| Product sales | $ | 7,070,743 | $ | 5,862,183 | $ | 13,723,457 | $ | 10,727,890 | |||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Total revenues | 7,070,743 | 5,862,183 | 13,723,457 | 10,727,890 | |||||||
| Cost of product sales | 5,242,106 | 4,510,600 | 9,931,330 | 8,432,168 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Gross Margin | 1,828,637 | 1,351,583 | 3,792,127 | 2,295,722 | |||||||
| Selling, general, and administrative expense | 1,159,157 | 1,098,616 | 2,575,550 | 2,007,087 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Income from operations | 669,480 | 252,967 | 1,216,577 | 288,635 | |||||||
| Interest income (expense), net | 1,594 | (13,769 | ) | (319 | ) | (18,079 | ) | ||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income before income tax | 671,074 | 239,198 | 1,216,258 | 270,556 | |||||||
| Income tax provision | 215,966 | -- | 341,714 | 456 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income | $ | 455,108 | $ | 239,198 | $ | 874,544 | $ | 270,101 | |||
| ========= | ========= | ========= | ========= | ||||||||
| Net income per basic common share | $ | 0.03 | $ | 0.02 | $ | 0.06 | $ | 0.02 | |||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Gross Margin | 1,828,637 | 1,351,583 | 3,792,127 | 2,295,722 | |||||||
| Selling, general, and administrative expense | 1,159,157 | 1,098,616 | 2,575,550 | 2,007,087 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Income from operations | 669,480 | 252,967 | 1,216,577 | 288,635 | |||||||
| Interest income (expense), net | 1,594 | (13,769 | ) | (319 | ) | (18,079 | ) | ||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income before income tax | 671,074 | 239,198 | 1,216,258 | 270,556 | |||||||
| Income tax provision | 215,966 | -- | 341,714 | 456 | |||||||
| ------------ | ------------ | ------------ | ------------ | ||||||||
| Net income | $ | 455,108 | $ | 239,198 | $ | 874,544 | $ | 270,101 | |||
| ========= | ========= | ========= | ========= | ||||||||
| Net income per basic common share | $ | 0.03 | $ | 0.02 | $ | 0.06 | $ | 0.02 | |||
| ------------ | ------------ | ------------ | ------------ |
| CPS TECHNOLOGIES CORP. | ||||
|---|---|---|---|---|
| Balance Sheet (Unaudited) | ||||
| July 2, | December 25, | |||
| --- | --- | --- | --- | --- |
| 2022 | 2021 | |||
| ASSETS | ------------- | ------------- | ||
| Current assets: | ||||
| Cash and cash equivalents | $ | 5,076,282 | $ | 5,050,312 |
| Accounts receivable-trade, net | 4,536,973 | 4,870,021 | ||
| Inventories, net | 4,665,719 | 3,911,602 | ||
| Prepaid expenses and other current assets | 313,501 | 225,873 | ||
| ------------- | ------------- | |||
| Total current assets | 14,592,475 | 14,057,808 | ||
| ------------- | ------------- | |||
| Net property and equipment | 1,412,923 | 1,322,494 | ||
| Right-of-use lease asset | 528,000 | 586,000 | ||
| Deferred taxes, net | 2,482,720 | 2,823,978 | ||
| ------------- | ------------- | |||
| Total Assets | $ | 19,016,118 | $ | 18,800,719 |
| ========= | ========= | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Note payable, current portion | $ | 47,321 | 55,906 | |
| Accounts payable | 1,621,278 | 2,100,251 | ||
| Accrued expenses | 648,180 | 1,086,429 | ||
| Deferred revenue | 1,752,543 | 1,707,138 | ||
| Lease liability, current portion | 157,000 | 155,000 | ||
| ------------- | ------------- | |||
| Total current liabilities | 4,226,322 | 5,104,724 | ||
| ------------- | ------------- | |||
| Note payable less current portion | 77,120 | 98,684 | ||
| Long term lease liability | 371,000 | 431,000 | ||
| ------------- | ------------- | |||
| Total liabilities | 4,674,442 | 5,634,408 | ||
| Total stockholders’ equity | 14,341,676 | 13,166,311 | ||
| ------------- | ------------- | |||
| Total liabilities and stockholders’ equity | $ | 19,016,118 | $ | 18,800,719 |
| ========== | ========== |