8-K

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 2, 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 registered
Common Stock, $0.01 par value	CPSH	Nasdaq Capital Market

Item 2.02 Results of Operations and Financial Condition

On August 2, 2023, the Company issued a press release announcing its financial results for the quarter ended July 1, 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 NUMBER	DESCRIPTION
99.1	Press release dated August 2, 2023 of CPS Technologies Corp. announcing its financial results for the quarter ended July 1, 2023
99.2	Financial results for the quarter ended July 1, 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. (Registrant)
Date:  August 3, 2023	/s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR RELEASE: IMMEDIATE

CPS Technologies Corporation Announces Second Quarter 2023 Financial Results

Record Revenue of $7.4 Million; Strong Outlook Continues; New CEO Poised to Take Helm

Norton, Massachusetts – August 2, 2023 – CPS Technologies Corporation (NASDAQ:CPSH) (“CPS” or the “Company”) today announced financial results for the fiscal second quarter ended July 1, 2023.

Second Quarter Highlights

● Revenue of $7.4 million for the second quarter of 2023 versus $7.1 million in the prior-year period

● Gross margin of 29.6 percent, up 370 basis points from the second quarter of 2022

● Operating profit of $0.7 million for the quarter ended July 1, 2023, slightly higher than the prior-year period

“Fiscal 2023 continues to play out as expected, with solid top line growth and improved bottom line results,” said Chuck Griffith, CFO and acting President. “Revenue rose 5% year-over-year, to a record $7.4 million, and our gross margin increased 370 basis points versus the second quarter of 2022. In addition, our trailing twelve month book-to-bill ratio remains strong at 108%, as we execute a strategy of penetrating new customers and markets to accelerate growth going forward.

“At the same time, and as recently announced, the Company selected seasoned industry veteran – and retired officer of the US Army Corps of Engineers – Brian Mackey as the Company’s new president and chief executive officer. His leadership and business acumen are anticipated to bolster our expansion plans in the quarters and years to come, unlocking the value of our innovative technology and unique applications. With Brian at the helm, and a strong book of business in hand, we look forward to driving the Company to higher growth and improved financial returns.”

Results of Operations

CPS reported revenue of $7.4 million for the second quarter of fiscal 2023 versus $7.1 million in the prior-year period, reflecting higher product shipments. Gross profit rose to $2.2 million, or 29.6 percent of revenue, from $1.8 million, or 25.9 percent of revenue, in the fiscal 2022 second quarter. The higher gross margin year-over-year reflects increased operating leverage and improved product mix.

Operating profit was $0.7 million in the fiscal 2023 second quarter, slightly higher than the prior-year period. Reported net income was $0.6 million, or $0.04 per diluted share, versus $0.5 million, or $0.03 per diluted share, in the quarter ended July 2, 2022.

Conference Call

The Company will be hosting its second quarter 2023 earnings call at 9:00 am on Thursday, August 3. Those interested in participating in the conference call should dial the following:

Call in Number: 1-844-943-2942

Participant Passcode: 281331

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.

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' armor products provide exceptional ballistic protection and environmental durability at a very lightweight. 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 CORPORATION

Statements of Operations (Unaudited)

	Three Months Ended				Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2023		2022		2023		2022
Revenues:
Product sales	$	7,418,138	$	7,070,743	$	14,518,405	$	13,723,457
Total revenues	$	7,418,138	$	7,070,743	$	14,518,405	$	13,723,457
Cost of product sales		5,221,880		5,242,106		10,077,444		9,931,330
Gross Margin		2,196,259		1,828,637		4,440,961		3,792,127
Selling, general, and administrative expense		1,465,349		1,159,157		3,015,871		2,575,550
Income from operations		730,910		669,480		1,425,090		1,216,577
Interest/Other income (expense)		79,652		1,594		95,242		(319	)
Net income before income tax		810,562		671,074		1,520,332		1,216,258
Income tax provision (benefit)		210,058		215,966		460,628		341,714
Net income	$	600,503	$	455,108	$	1,059,704	$	874,544
Wtd. Avg. basic common shares outstanding - diluted		14,621,929		14,708,646		14,630,765		14,682,516
Net income per basic common share	$	0.04	$	0.03	$	0.07	$	0.06

Page 4

CPS TECHNOLOGIES CORPORATION

BALANCE SHEET (UNAUDITED)

	July 1,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	8,681,225	$	8,266,753
Accounts receivable-trade, net		5,074,559		3,777,975
Accounts Receivable - other		74,639		685,668
Inventories, net		4,813,753		4,875,901
Prepaid expenses and other current assets		288,315		211,242
Total current assets		18,932,491		17,817,539
Net property and equipment		1,507,578		1,326,968
Right-of-use lease asset		400,000		466,000
Deferred taxes, net		1,664,032		2,069,436
Total Assets	$	22,504,101	$	21,679,943
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable, current portion		56,681		43,711
Accounts payable		2,359,532		1,836,865
Accrued expenses		861,514		820,856
Deferred revenue		1,828,068		2,521,128
Lease liability, current portion		158,000		157,000
Total current liabilities		5,263,795		5,379,560
Note payable less current portion		20,437		54,847
Deferred revenue – long term		31,277		231,020
Long term lease liability		242,000		309,000
Total liabilities		5,557,509		5,974,427
Total stockholders’ equity		16,946,592		15,705,516
Total liabilities and stockholders’ equity	$	22,504,101	$	21,679,943

EX-99.2

Exhibit 99.2

CPS TECHNOLOGIES CORPORATION

Statements of Operations (Unaudited)

	Three Months Ended				Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2023		2022		2023		2022
Revenues:
Product sales	$	7,418,138	$	7,070,743	$	14,518,405	$	13,723,457
Total revenues	$	7,418,138	$	7,070,743	$	14,518,405	$	13,723,457
Cost of product sales		5,221,880		5,242,106		10,077,444		9,931,330
Gross Margin		2,196,259		1,828,637		4,440,961		3,792,127
Selling, general, and administrative expense		1,465,349		1,159,157		3,015,871		2,575,550
Income from operations		730,910		669,480		1,425,090		1,216,577
Interest/Other income (expense)		79,652		1,594		95,242		(319	)
Net income before income tax		810,562		671,074		1,520,332		1,216,258
Income tax provision (benefit)		210,058		215,966		460,628		341,714
Net income	$	600,503	$	455,108	$	1,059,704	$	874,544
Wtd. Avg. basic common shares outstanding - diluted		14,621,929		14,708,646		14,630,765		14,682,516
Net income per basic common share	$	0.04	$	0.03	$	0.07	$	0.06

Page 2

CPS TECHNOLOGIES CORPORATION

BALANCE SHEET (UNAUDITED)

	July 1,		December 31,
	2023		2022
Current assets:
Cash and cash equivalents	$	8,681,225	$	8,266,753
Accounts receivable-trade, net		5,074,559		3,777,975
Accounts Receivable - other		74,639		685,668
Inventories, net		4,813,753		4,875,901
Prepaid expenses and other current assets		288,315		211,242
Total current assets		18,932,491		17,817,539
Net property and equipment		1,507,578		1,326,968
Right-of-use lease asset		400,000		466,000
Deferred taxes, net		1,664,032		2,069,436
Total Assets	$	22,504,101	$	21,679,943
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable, current portion		56,681		43,711
Accounts payable		2,359,532		1,836,865
Accrued expenses		861,514		820,856
Deferred revenue		1,828,068		2,521,128
Lease liability, current portion		158,000		157,000
Total current liabilities		5,263,795		5,379,560
Note payable less current portion		20,437		54,847
Deferred revenue – long term		31,277		231,020
Long term lease liability		242,000		309,000
Total liabilities		5,557,509		5,974,427
Total stockholders’ equity		16,946,592		15,705,516
Total liabilities and stockholders’ equity	$	22,504,101	$	21,679,943

XML

Document And Entity Information	Aug. 02, 2023
Document Information [Line Items]
Entity, Registrant Name	CPS TECHNOLOGIES CORP.
Document, Type	8-K
Document, Period End Date	Aug. 02, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-16088
Entity, Tax Identification Number	04-2832509
Entity, Address, Address Line One	111 South Worcester Street
Entity, Address, City or Town	Norton
Entity, Address, State or Province	MA
Entity, Address, Postal Zip Code	02766
City Area Code	508
Local Phone Number	222-0614
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	CPSH
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0000814676