10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended June 29, 2019

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from          to

Commission file number          0-16088

CPS TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	04-2832509 (I.R.S. Employer Identification No.)
111 South Worcester Street Norton MA (Address of principal executive offices)	02766-2102 (Zip Code)

(508) 222-0614
Registrant’s Telephone Number, including Area Code:

CPS Technologies Corporation

111 South Worcester Street

Norton, MA 02766-2102

None

(Former Name, Former Address and Former Fiscal Year if Changed since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.  [X] Yes   [ ]  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]   Smaller reporting company [X]

Emerging growth company[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):

[ ] Yes       [X] No

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 Markets

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  Number of shares of common stock outstanding as of August 2, 2019: 13,207,436.

PART I  FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS (Unaudited)

CPS TECHNOLOGIES CORPORATION

Balance Sheets (Unaudited)

		June 29,		December 29,
		2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	161,601	$	628,804
Accounts receivable-trade, net		4,110,388		3,053,091
Inventories, net		2,900,900		3,192,933
Prepaid expenses and other current assets		220,642		156,338
Total current assets		7,393,531		7,031,166
Property and equipment:
Production equipment		9,587,309		9,550,043
Furniture and office equipment		525,054		519,779
Leasehold improvements		891,813		891,817
Total cost		11,004,176		10,961,639
Accumulated depreciation and amortization		(10,001,133)		(9,722,767)
Construction in progress		157,785		34,314
Net property and equipment		1,160,828		1,273,186
Right-of-use lease asset (note 4, leases)		241,000		—
Deferred taxes, net		186,747		186,747
Total assets	$	8,982,106	$	8,491,099

See accompanying notes to financial statements.

(continued)

CPS TECHNOLOGIES CORPORATION

Balance Sheets (Unaudited)

(concluded)

		June 29,		December 29,
		2019		2018
LIABILITIES AND STOCKHOLDERS` EQUITY
Current liabilities:
Line of credit		800,000		—
Accounts payable		1,685,082		1,680,263
Accrued expenses		826,471		975,315
Current portion lease liability		148,000		—
Total current liabilities		3,459,553		2,655,578
Long term lease liability		93,000		—
Total liabilities		3,552,553		2,655,578
Commitments (note 4)
Stockholders` equity:
Common stock, $0.01 par value,
authorized 20,000,000 shares;
issued 13,427,492 and 13,425,992;
outstanding 13,207,436 and 13,205,936;
at June 29, 2019 and December 29, 2018;		134,275		134,260
Additional paid-in capital		36,048,177		35,960,545
Accumulated deficit		(30,235,846)		(29,742,231)
Less cost of 220,056 common shares repurchased
at June 29, 2019 and December 29, 2018		(517,053)		(517,053)
Total stockholders` equity		5,429,553		5,835,521
Total liabilities and stockholders`
equity	$	8,982,106	$	8,491,099

See accompanying notes to financial statements.

CPS TECHNOLOGIES CORPORATION

Statements of Operations (Unaudited)

		Three Months Ended				Six Months Ended
		June 29,		June 30,		June 29,		June 30,
		2019		2018		2019		2018
Revenues:
Product sales	$	6,366,951	$	5,228,721	$	11,636,489	$	9,383,725
Total revenues		6,366,951		5,228,721		11,636,489		9,383,725
Cost of product sales		5,191,964		4,623,033		10,302,078		8,634,164
Gross Margin		1,174,987		605,688		1,334,411		749,561
Selling, general, and
administrative expense		917,079		931,358		1,820,765		1,839,474
Income (loss) from operations		257,908		(325,669)		(486,353)		(1,089,913)
Interest income (expense), net		(7,310)		(11,692)		(7,262)		(11,634)
Net income (loss) before
income tax		250,598		(337,361)		(493,615)		(1,101,547)
Income tax provision (benefit)		—		(80,000)		—		(270,000)
Net income (loss)	$	250,598	$	(257,361)	$	(493,615)	$	(831,547)
Net income (loss) per
basic common share	$	0.02	$	(0.02)	$	(0.04)	$	(0.06)
Weighted average number of
basic common shares
outstanding		13,206,069		13,203,436		13,206,756		13,203,436
Net income (loss) per
diluted common share	$	0.02	$	(0.02)	$	(0.04)	$	(0.06)
Weighted average number of
diluted common shares
outstanding		13,260,261		13,203,436		13,206,756		13,203,436

See accompanying notes to financial statements.

CPS TECHNOLOGIES CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 29, 2019 AND JUNE 30, 2018

	Common Stock
	Number of				Additional			Total
	shares		Par		paid-in	Accumulated	Stock	stockholders'
	issued		Value		capital	deficit	repurchased	equity
Balance at March 30, 2019	13,427,492	$	134,275	$	36,021,766	(30,486,445)	(517,053)	5,152,543
Share-based compensation expense	—		—		26,411	—	—	26,411
Issuance of common stock	—		—		—	—	—	—
Net income						250,599	—	250,599
Balance at June 29, 2019	13,427,492		134,275		36,048,177	(30,235,846)	(517,053)	5,429,553

	Common Stock
	Number of				Additional			Total
	shares		Par		paid-in	Accumulated	Stock	stockholders'
	issued		Value		capital	deficit	repurchased	equity
Balance at December 29, 2018	13,425,992	$	134,260	$	35,960,545	(29,742,231)	(517,053)	5,835,521
Share-based compensation expense	—		—		85,397	—	—	85,397
Issuance of common stock	1,500		15		2,235	—	—	2,250
Net (loss)						(493,615)	—	(493,615)
Balance at June 29, 2019	13,427,492		134,275		36,048,177	(30,235,846)	(517,053)	5,429,553

	Common Stock
	Number of				Additional			Total
	shares		Par		paid-in	Accumulated	Stock	stockholders'
	issued		Value		capital	deficit	repurchased	equity
Balance at March 31, 2018	13,423,492	$	134,235	$	35,811,943	(26,610,450)	(517,053)	8,818,675
Share-based compensation expense	—		—		31,002	—	—	31,002
Issuance of common stock	—		—		—	—	—	—
Net (loss)						(257,361)	—	(257,361)
Balance at June 30, 2018	13,423,492		134,235		35,842,945	(26,867,811)	(517,053)	8,592,316

	Common Stock
	Number of				Additional				Total
	shares		Par		paid-in	Accumulated		Stock	stockholders’
	issued		Value		capital	deficit		repurchased	equity
Balance at December 30, 2017	13,423,492	$	134,235	$	35,739,916	(26,036,264)		(517,053)	9,320,834
Share-based compensation expense	—		—		103,029	—		—	103,029
Issuance of common stock	—		—		—	—		—
Net (loss)						(831,547)		—	(831,547)
Balance at June 30, 2018	13,423,492		134,235		35,842,945	(26,867,811	)	(517,053)	8,592,316

See accompanying notes to financial statements.

CPS TECHNOLOGIES CORPORATION

Statements of Cash Flows (Unaudited)

		Six Months Ended
		June 29,		June 30,
		2019		2018
Cash flows from operating activities:
Net loss	$	(493,615)	$	(831,547)
Adjustments to reconcile net loss
to cash provided by (used in) operating activities:
Depreciation and amortization		278,369		284,209
Share-based compensation		87,647		103,029
Deferred taxes		—		(270,000)
Changes in:
Accounts receivable-trade		(1,057,298)		(497,231)
Inventories		292,034		(1,652,830)
Prepaid expenses and other current assets		(64,304)		(1,338)
Accounts payable		4,819		1,064,654
Deferred revenue		—		(100,000)
Accrued expenses		(148,844)		331,799
Net cash provided by (used in) operating
activities		(1,101,192)		(1,569,255)
Cash flows from investing activities:
Purchases of property and equipment		(166,011)		(252,250)
Net cash provided by (used in) investing
activities		(166,011)		(252,250)
Cash flows from financing activities:
Net borrowings on line of credit		800,000		900,000
Net cash provided by (used in)
financing activities		800,000		900,000
Net increase (decrease) in cash and cash equivalents		(467,203)		(921,505)
Cash and cash equivalents at beginning of period		628,804		1,339,572
Cash and cash equivalents at end of period	$	161,601	$	418,067

See accompanying notes to financial statements.

CPS TECHNOLOGIES CORPORATION
Notes to Financial Statements
(Unaudited)

(1)  Nature of Business

CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive and other industries.   The Company’s primary advanced material solution is metal-matrix composites which are a combination of metal and ceramic.

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.

The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and structural markets.

(2)   Summary of Significant Accounting Policies

As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles.

The accompanying financial statements are unaudited. In the opinion of management, the unaudited financial statements of CPS reflect all normal recurring adjustments which are necessary to present fairly the financial position and results of operations for such periods.

The Company’s balance sheet at December 29, 2018 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2018 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.alsic.com.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

New Accounting Pronouncements

Pronouncements adopted in 2019

The Company adopted Accounting Standards Codification (ASC) 842 for leases effective at the beginning of the fiscal year, December 30, 2018, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company elected an accounting policy for short-term leases, which allows lessees to avoid recognizing right-of-use assets and liabilities for leases with terms of 12 months or fewer.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. We have not elected the practical expedient to account for lease and non-lease components as one lease component. The Company has elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases.

Adoption of the standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $310 thousand on the consolidated balance sheet as of December 30, 2018. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 4, Leases.

(3)  Net Income (Loss) Per Common and Common Equivalent Share

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted net income (loss)  per common share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock options and stock purchase rights.  Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

(4)  Commitments & Contingencies

Commitments

Leases

The Company has two real estate leases—one expiring in February 2021 and one with a 12 month duration with options to extend additional years. Since the latter is not reasonably certain that any options will be exercised, it has not been recorded on the balance sheet in accordance with the accounting policy elected in Note 2. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these have been capitalized.

The lease expiring in 2021 (the “Norton facility lease’) is included as a right-of-use lease asset and corresponding lease liability on the balance sheet. This asset and liability was recognized on December 30, 2018 based on the present value of remaining lease payments over the remaining lease term using the Company’s incremental borrowing rate at date of adoption. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases

Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is allocated between Cost of Product Sales and Selling, General and Administrative Expense in the income statement

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating leases as of June 29, 2019

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

Cash Flows

An initial right-of-use asset of $310 thousand was recognized as a non-cash asset addition with the adoption of the new lease accounting standard. Cash paid for the amounts included in the present value of operating lease liabilities was $76 thousand during the first half year of 2019 and is included in operating cash flows.

Operating Lease Costs

Operating lease cost was $76 thousand during the first half year of 2019. This cost is related to its long-term operating lease. All other short-term leases were immaterial.

Finance Leases

The company does not have any finance leases.

Loss contingency

The Company manufactures baseplates for power module manufacturers. Most baseplates manufactured by CPS require a nickel coating be applied to the baseplate (“Ni plating”). CPS warranties its baseplates meet the Ni plating specifications required by our customers, and flows this requirement to its Ni plating vendors.

On January 24, 2018 the Company received a “Claim and Non-Conformance Notification” from one of its European customers relating to the Ni plating on our baseplates. Upon investigation, it was determined that one employee of the Ni plating vendor used by CPS had deviated from the prescribed work instruction for Ni plating from mid-September 2017 until mid-January 2018. The Company's Ni plating vendor acknowledged this violation and worked with the customer to resolve the problem.

On April 11, 2018 the Company received a “Follow-up Claim and Non-Conformance Notification” from the European customer.  The customer estimated the total value of the claim to be $1.0 million “as of today”, and reserves the right to claim additional damages in the future.

The Company informed its insurer of this claim and the Ni plating vendor did the same with its insurer. No amounts for damages had been recorded in the financial statements as management believed that it was not possible at the time to quantify the potential impact, if any, to the Company.

On July 9, 2019, the Company received confirmation from its customer accepting the settlement offer of the Company’s insurer.  The settlement is covered by the Company’s insurance policy and the Company does not expect to incur any losses as part of the settlement.

(5)  Share-Based Payments 

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date. Reductions in compensation expense associated with the forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

There were 75,000 stock options granted during the quarter ended June 29, 2019 and 5,000 stock options granted during the quarter ended June 30, 2018

There were no options exercised during the quarters ended June 29, 2019 or June 30, 2018.

During the three and six months ended June 29, 2019, the Company recognized $26,412 and $85,397, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

During the three and six months ended June 30, 2018, the Company recognized $31,000 and $103,029, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

(6)  Inventories

Inventories consist of the following:

		June 29,		December 29,
		2019		2018
Raw materials	$	687,105	$	706,982
Work in process		1,838,555		2,248,370
Finished goods		887,912		693,943
Total inventory		3,413,572		3,649,295
Reserve for obsolescence		(512,672)		(456,362)
Inventories, net	$	2,900,900	$	3,192,933

(7)  Accrued Expenses

Accrued expenses consist of the following:

		June 29,		December 29,
		2019		2018
Accrued legal and accounting	$	46,222	$	67,000
Accrued payroll		567,058		594,641
Accrued other		213,191		313,674
	$	826,471	$	975,315

(8)  Line of Credit

In May 2019, the Company amended its revolving line of credit line with Santander Bank to $1.25 million.  The agreement matures at the end of September 2019.  The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of prime plus 100 basis points. Under the terms of the agreement, the Company is required to maintain its operating accounts with Santander Bank. The Company is also subject to certain financial covenants.  These include specific EBITDA levels, a targeted current ratio and a targeted debt to tangible net worth ratio at the end of subsequent quarters.  The covenants exclude the requirements of Accounting Standards Codification (ASC) 842 for leases.  At June 29, 2019, the Company was in compliance with all existing covenants.  Also, at June 29, 2019 the Company had $800 thousand of borrowings under this LOC and its borrowing base at the time would have permitted an additional $450 thousand to have been borrowed.

(9)  Income Taxes

A valuation allowance against deferred tax assets is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. In December 2018, the Company established a partial valuation allowance reserve, as it is judged more likely than not that a majority of its tax deferred tax assets will not be used before they expire. This decision was reached after giving greater weight to its losses over the previous three years compared with its forecast of the future. Consistent with this conclusion, no income tax provision/(benefit) has been recorded for the quarter and six month ending June 29, 2019.

The Company recorded a tax benefit of $67 thousand and $227 thousand for federal income taxes during the three and six months ended June 30, 2018, respectively. The Company recorded a tax benefit of $13 and $43 thousand for state income taxes during the three and six months ended June 30, 2018, respectively.

ITEM 2       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the financial statements of the Company and notes thereto included in this report and the Company’s Annual Report on Form 10-K for the year ended December 29, 2018.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. There are a number of factors that could cause the Company’s actual results to differ materially from those forecasted or projected in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.  The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or changed circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

The critical accounting policies utilized by the Company in preparation of the accompanying financial statements are set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 29, 2018, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  There have been no material changes to these policies since December 29, 2018, other than the adoption of ASU No. 2016-02, Leases.

Overview

CPS Technologies Corporation (the ‘Company’ or ‘CPS’) provides advanced material solutions to the electronics, power generation, automotive and other industries.  

The Company’s products are generally used in high-power, high-reliability applications. These applications always involve energy use or energy generation and the Company’s products allow higher performance and improved energy efficiency. The Company is an important participant in the growing movement towards alternative energy and "green" lifestyles. For example, the Company’s products are used in mass transit, hybrid and electric cars, wind-turbines for electricity generation as well as routers and switches for the internet which in turn allows telecommuting.

The Company’s primary advanced material solution is metal matrix composites (MMCs), a new class of materials which are a combination of metal and ceramic. CPS has a leading, proprietary position in metal matrix composites. Metal matrix composites have several superior properties compared to conventional materials including improved thermal conductivity, thermal expansion matching, stiffness and light weight which enable higher performance and higher reliability in our customers’ products.

Like plastics several decades ago, we believe metal-matrix composites will penetrate many end markets over many years. CPS management believes our business model of providing advanced material solutions to a portfolio of high growth end markets which are, at any point in time, in various stages of the technology adoption lifecycle, provides CPS with the opportunity for sustained growth and a diversified customer base. We believe we have validated this model as we are now supplying customers at all stages of the technology adoption lifecycle.

CPS is the leader in supplying metal matrix composites to certain high growth electronics end markets which are well along in the adoption lifecycle and therefore generating significant demand. These end markets include high-performance integrated circuits and circuit boards used in internet switches and routers, as well as motor controllers used in high-speed electric trains, subway cars and wind turbines.   CPS supplies heat spreaders, lids and baseplates to customers in these end markets. CPS is a fully qualified manufacturer for many of the world’s largest electronics OEMs.

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites; they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.

We are also actively working with customers in end markets at the beginning stages of the adoption lifecycle.

The Company believes that its hybrid hard face armor tiles will find application in many military vehicles as well as armored commercial vehicles.

Our products are manufactured by proprietary processes we have developed including the QuicksetTM Injection Molding Process (‘Quickset Process’) and the QuickCastTM Pressure Infiltration Process (‘QuickCast Process’).

CPS was incorporated in Massachusetts in 1984 as Ceramics Process Systems Corporation and reincorporated in Delaware in April 1987 through a merger into a wholly-owned Delaware subsidiary organized for purposes of the reincorporation. In July 1987, CPS completed our initial public offering of 1.5 million shares of our Common Stock. In March 2007, we changed our name from Ceramics Process Systems Corporation to CPS Technologies Corporation.

Results of Operations for the Second Fiscal Quarter of 2019 (Q2 2019) Compared to the Second Fiscal Quarter of 2018 (Q2 2018); (all $ in 000s)

Total revenue was $6,367 in Q2 2019, a 22% increase compared with total revenue of $5,229 in Q2 2018. This increase was due primarily to an increase in the sale of baseplates and, to a lesser degree, to an increase in the sale of hermetic packages and armor revenue. There were no significant price changes in Q2 2019 compared with Q2 2018.

Gross margin in Q2 2019 totaled $1,175 or 18% of sales.  In Q2 2018, gross margin was $606 or 12% of sales.   This increase in margin was primarily due to higher sales volume and product mix.

Selling, general and administrative expenses (SG&A) were $917 in Q2 2019, down slightly when compared with SG&A expenses of $931 in Q2 2018.  During 8 weeks of Q2 2019 the company incurred the salaries of both the incoming CFO and the retiring CFO resulting in an extra $25k of SG&A salaries.  Without this duplication SG&A spend would have been down by 4%.

In Q2, 2019, the Company incurred interest expense of $7 due to bank borrowings.  This compares with interest expense of $12 in Q2 of 2018.

The Company experienced operating income of $258 compared with an operating loss of $326 in the same quarter last year. This increase in operating income is due primarily to the increase in revenue, discussed above. Increased revenue resulted in higher gross margin due to more coverage of fixed factory overhead. The net income for Q2 2019 totaled $251 versus a net loss of $257 in Q2 2018.

Results of Operations for the First Six Months of 2019 Compared to the First Six Months of 2018 (all $ in 000s)

Total revenue was $11,636 in the first half of 2019, a 24% increase compared with total revenue of $9,384 in the first six months of 2018. This increase was due primarily to an increase in the sale of baseplates as well as housings and packages for hybrid circuits. There were no significant price changes during the first half of 2019 compared with the first half of 2018.

Gross margin in the first six months of 2019 totaled $1,334 or 11% of sales.  In the first six months of 2018 gross margin totaled $750 or 8% of sales.  This increase was almost entirely due to the increase in revenues, as well as a change in product mix.

Selling, general and administrative (SG&A) expenses were $1,821 during the first six months of 2019, down 1% compared with SG&A expenses of $1,839 in the first six months of 2018  During 8 weeks of 2019 the company incurred the salaries of both the incoming CFO and the retiring CFO resulting in an extra $25k of SG&A salaries.  Without this duplication SG&A spend would have been down by 2%.

During the first half of 2019, the Company incurred interest expense of $7 due to bank borrowings.  This compares with interest expense of $12 incurred during the first half of 2018.

In the first six months of 2019 the Company incurred an operating loss of $486 compared with an operating loss of $1,090 in the same period last year.  The net loss for the first six months of 2019 totaled $494 versus a net loss of $832 in the first six months of 2018. 

Liquidity and Capital Resources (all $ in 000s unless noted)

The Company’s cash and cash equivalents at June 29, 2019 totaled $162.  The Company’s net cash, which considers the $800 of bank borrowings, totaled a negative $638 at the end of the second quarter. This compares to cash and cash equivalents at December 29, 2018 of $629. The decrease in net cash was due to the increase in working capital i.e. receivables and inventory less payables and accruals, coupled with the loss from operations.

Accounts receivable at June 29, 2019 totaled $4,110 compared with $3,053 at December 29, 2018.

Days Sales Outstanding (DSO) increased from 45 days at the end of 2018 to 58 days at the end of Q2 2019.  DSO’s at the end of 2018 were unusually low due to the fact that sales during Q4 2018 were more heavily loaded toward the front end of the quarter. Whereas DSOs at the end of Q2 2019 were higher due to higher sales at the end of the quarter. The accounts receivable balances at December 29, 2018, and June 29, 2019 were both net of an allowance for doubtful accounts of $10.

Inventories totaled $2,901 at June 29, 2019 compared with inventory totaling $3,193 at December 29, 2018. This decrease was due primarily to the decision to begin the summer manufacturing vacation period the final week of Q2 instead of the first week of Q3.  The inventory turnover in the most recent four quarters ending Q2 2019 was 6.2 times, up from 6.0 times averaged during the four quarters of 2018 (based on a 5 point average).

All consigned inventory is shipped under existing purchase orders and per customers’ requests. At June 29, 2019 and December 29, 2018, $1,288 and $1,556, respectively, was located at customer locations pursuant to consigned inventory agreements.

The Company financed its increase in working capital during the first half of 2019 from a combination of its cash at the beginning of the year and bank borrowings.  The Company expects it will continue to be able to fund its working capital requirements for the remainder of 2019 from existing cash balances and bank borrowings.

The Company continues to sell to a limited number of customers and the loss of any one of these customers could cause the Company to require additional external financing. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its business objectives.

Contractual Obligations

In May 2019, the Company amended its revolving line of credit line with Santander Bank to $1.25 million.  The agreement matures at the end of September 2019.  The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of prime plus 100 basis points. Under the terms of the agreement, the Company is required to maintain its operating accounts with Santander Bank. The Company is also subject to certain financial covenants.  These include specific EBITDA levels, a targeted current ratio and a targeted debt to tangible net worth ratio at the end of subsequent quarters.  The covenants exclude the requirements of Accounting Standards Codification (ASC) 842 for leases.  At June 29, 2019, the Company was in compliance with all existing covenants.  Also, at June 29, 2019 the Company had $800 thousand of borrowings under this LOC and its borrowing base at the time would have permitted an additional $450 thousand to have been borrowed.

The financial covenant requirement at the end of Q2, 2019 are shown below, together with the actual ratios achieved:

Covenant	Requirement		Actual
Current Ratio	Minimum of 2.0X		2.2X
Liabilities to Tangible Net Worth	Maximum of 0.7X		0.6X
Borrowings under the line of credit	Maximum of $1,250	$	800
EBITDA	Minimum of $130	$	397

As of June 29, 2019, the Company had $158 of construction in progress and no outstanding commitments to purchase production equipment.

As of June 29, 2019, all our manufacturing, engineering, sales and administrative operations were and continue to be located in leased facilities in Norton, Massachusetts and Attleboro, Massachusetts.

In February 2018, the Company signed a lease for the Norton facilities through February 2021. The leased facilities comprise approximately 38 thousand square feet. The lease is a triple net lease wherein the Company is responsible for payment of all real estate taxes, operating costs and utilities.  The Company also has an option to buy the property and a first right of refusal during the term of the lease.  Annual rental payments continue at $152 thousand.

In February 2011, the Company entered into a lease for an additional 13.8 thousand square feet in Attleboro, MA. The Attleboro facility lease expires in February 2020 and the Company has two, one-year options at the current annual rental payments of $83, with minor escalation for real estate tax increases. (Note 4, Leases).

Management believes that a combination of existing cash balances and borrowings, if necessary, will be sufficient to fund our cash requirements for the foreseeable future. However, there is no assurance that we will be able to generate sufficient revenues or reduce certain discretionary spending in the event that planned operational goals are not met such that we will be able to meet our obligations as they become due.

ITEM 3             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not significantly exposed to the impact of interest rate changes or foreign currency fluctuations.  The Company has not used derivative financial instruments.

ITEM 4             CONTROLS AND PROCEDURES

(a)        The Company`s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company`s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q (the “Evaluation Date”).  Based on such evaluation, such officers have concluded that, as of the Evaluation Date,  1) the Company`s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports the Company files under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and 2) the Company`s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b)        Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1             LEGAL PROCEEDINGS

None.

ITEM 1A           RISK FACTORS

There have been no material changes to the risk factors as discussed in our 2018 Form 10-K

ITEM 2             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3             DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4             MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5             OTHER INFORMATION

Not applicable.

ITEM 6             EXHIBITS AND REPORTS ON FORM 8-K:

(a)Exhibits:

Exhibit 31.1 Certification Of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 31.2 Certification Of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002

Exhibit 32.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

(b)Reports on Form 8-K:

On April 8, 2019 the Company filed a report on form 8-K announcing the selection of Charles Griffith as its new CFO, to assume those responsibilities on May 6, 2019.

On May 2, 2019 the Company filed a report on Form 8-K of its earnings report for the fiscal first quarter ended March 30, 2019.

On May 7 2019 the Company filed a report on form 8-K announcing the retirement of Ralph Norwood as CFO and the appointment of Charles Griffith as the new CFO.

On May 14, 2019 the Company filed a report on Form 8-K which included final tabulation of votes from the Company’s Annual Meeting of Shareholders held on May 13, 2019.

SIGNATURES

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 CORPORATION
(Registrant)

Date:    August 8, 2019
/s/        Grant C. Bennett
Grant C. Bennett
Chief Executive Officer

Date:    August 8, 2019

/s/        Charles K. Griffith Jr.

Charles K. Griffith Jr.

Chief Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Grant C. Bennett, certify that:

I have reviewed this quarterly report on Form 10-Q;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation (the "Evaluation Date"); and

d) Disclosed in this quarterly report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter that has materially affected or is reasonably like to materially affect, the registrant`s internal control over financial reporting.

The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting.

Date: August 8, 2019
/s/ Grant C. Bennett
Grant C. Bennett
President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles K. Griffith Jr., certify that:

I have reviewed this quarterly report on Form 10-Q;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation (the "Evaluation Date"); and

d) Disclosed in this quarterly report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter that has materially affected or is reasonably like to materially affect, the registrant`s internal control over financial reporting.

The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting.

Date: August 8, 2019
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.
Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CPS Technologies Corporation (the "Company") on Form 10-Q for the six month period ended June 29, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Grant C. Bennett, President and Chief Executive Officer of the Company, and I, Charles K. Griffith Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2019
/s/ Grant C. Bennett
Grant C. Bennett
President and Chief Executive Officer

Date: August 8, 2019
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.
Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 29, 2019	Aug. 02, 2019
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 29, 2019
Current Fiscal Year End Date	--12-28
Entity File Number	0-16088
Entity Registrant Name	CPS TECHNOLOGIES CORP/DE/
Entity Central Index Key	0000814676
Entity Tax Identification Number	04-2832509
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common stock, par value 0.01
Trading Symbol	CPSH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		13,207,436
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

XML

Balance Sheets (Unaudited) - USD ($)

6 Months Ended

Jun. 29, 2019

Dec. 29, 2018

Current assets:

Cash and cash equivalents

$ 161,601

$ 628,804

Accounts receivable-trade, net

4,110,388

3,053,091

Inventories, net

2,900,900

3,192,933

Prepaid expenses and other current assets

220,642

156,338

Total current assets

7,393,531

7,031,166

Property and equipment:

Production equipment

9,587,309

9,550,043

Furniture and office equipment

525,054

519,779

Leasehold improvements

891,813

891,817

Total cost

11,004,176

10,961,639

Accumulated depreciation and amortization

(10,001,133)

(9,722,767)

Construction in progress

157,785

34,314

Net property and equipment

1,160,828

1,273,186

Right-of-use lease asset (note 4, leases)

241,000

Deferred taxes, net

186,747

186,747

Total assets

8,982,106

8,491,099

Current liabilities:

Line of credit

800,000

Accounts payable

1,685,082

1,680,263

Accrued expenses

826,471

975,315

Current portion lease liability

148,000

Total current liabilities

3,459,553

2,655,578

Long term lease liability

93,000

Total liabilities

$ 3,552,553

2,655,578

Commitments (note 4)

(4)  Commitments & Contingencies

Commitments

Leases

The Company has two real estate leases—one expiring in February 2021 and one with a 12 month duration with options to extend additional years. Since the latter is not reasonably certain that any options will be exercised, it has not been recorded on the balance sheet in accordance with the accounting policy elected in Note 2. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these have been capitalized.

The lease expiring in 2021 (the “Norton facility lease’) is included as a right-of-use lease asset and corresponding lease liability on the balance sheet. This asset and liability was recognized on December 30, 2018 based on the present value of remaining lease payments over the remaining lease term using the Company’s incremental borrowing rate at date of adoption. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases

Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is allocated between Cost of Product Sales and Selling, General and Administrative Expense in the income statement

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating leases as of June 29, 2019

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

Cash Flows

An initial right-of-use asset of $310 thousand was recognized as a non-cash asset addition with the adoption of the new lease accounting standard. Cash paid for the amounts included in the present value of operating lease liabilities was $76 thousand during the first half year of 2019 and is included in operating cash flows.

Operating Lease Costs

Operating lease cost was $76 thousand during the first half year of 2019. This cost is related to its long-term operating lease. All other short-term leases were immaterial.

Finance Leases

The company does not have any finance leases.

Loss contingency

The Company manufactures baseplates for power module manufacturers. Most baseplates manufactured by CPS require a nickel coating be applied to the baseplate (“Ni plating”). CPS warranties its baseplates meet the Ni plating specifications required by our customers, and flows this requirement to its Ni plating vendors.

On January 24, 2018 the Company received a “Claim and Non-Conformance Notification” from one of its European customers relating to the Ni plating on our baseplates. Upon investigation, it was determined that one employee of the Ni plating vendor used by CPS had deviated from the prescribed work instruction for Ni plating from mid-September 2017 until mid-January 2018. The Company's Ni plating vendor acknowledged this violation and worked with the customer to resolve the problem.

On April 11, 2018 the Company received a “Follow-up Claim and Non-Conformance Notification” from the European customer.  The customer estimated the total value of the claim to be $1.0 million “as of today”, and reserves the right to claim additional damages in the future.

The Company informed its insurer of this claim and the Ni plating vendor did the same with its insurer. No amounts for damages had been recorded in the financial statements as management believed that it was not possible at the time to quantify the potential impact, if any, to the Company.

On July 9, 2019, the Company received confirmation from its customer accepting the settlement offer of the Company’s insurer.  The settlement is covered by the Company’s insurance policy and the Company does not expect to incur any losses as part of the settlement.

Stockholders` equity:

Common stock, $0.01 par value, authorized 20,000,000 shares; issued 13,427,492 and 13,425,992; outstanding 13,207,436 and 13,205,936; at June 29, 2019 and December 29, 2018;

$ 134,275

134,260

Additional paid-in capital

36,048,177

35,960,545

Accumulated deficit

(30,235,846)

(29,742,231)

Less cost of 220,056 common shares repurchased at June 29, 2019 and December 29, 2018

(517,053)

(517,053)

Total stockholders equity

5,429,553

5,835,521

Total liabilities and stockholders equity

$ 8,982,106

$ 8,491,099

XML

Balance Sheets (Parenthetical) - $ / shares	Jun. 29, 2019	Dec. 29, 2018
Statement of Financial Position [Abstract]
Common stock, authorized shares	20,000,000	20,000,000
Common stock, issued shares	13,427,492	13,425,992
Common stock, outstanding shares	13,207,436	13,205,936
Common stock, par value	$ .01	$ 0.01

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 29, 2019	Jun. 30, 2018	Jun. 29, 2019	Jun. 30, 2018
Revenues:
Product sales	$ 6,366,951	$ 5,228,721	$ 11,636,489	$ 9,383,725
Total revenues	6,366,951	5,228,721	11,636,489	9,383,725
Cost of product sales	5,191,964	4,623,033	10,302,078	8,634,164
Gross Margin	1,174,987	605,688	1,334,411	749,561
Selling, general, and administrative expense	917,079	931,358	1,820,765	1,839,474
Income (loss) from operations	257,908	(325,669)	(486,353)	(1,089,913)
Interest income (expense), net	(7,310)	(11,692)	(7,262)	(11,634)
Net income (loss) before income tax	250,598	(337,361)	(493,615)	(1,101,547)
Income tax provision (benefit)		(80,000)		(270,000)
Net income (loss)	$ 250,598	$ (257,361)	$ (493,615)	$ (831,547)
Net income (loss) per basic common share	$ 0.02	$ (0.02)	$ (0.04)	$ (0.06)
Weighted average number of basic common shares outstanding	13,206,069	13,203,436	13,206,756	13,203,436
Net income (loss) per diluted common share	$ 0.02	$ (0.02)	$ (0.04)	$ (0.06)
Weighted average number of diluted common shares outstanding	13,260,261	13,203,436	13,206,756	13,203,436

XML

Shareholders Equity (Unaudited) - USD ($)	Common Stock	Treasury Stock	Additional Paid-In Capital	Comprehensive Income / Loss	Retained Earnings / Accumulated Deficit	Total
Beginning balance, stockholders equity at Dec. 30, 2017					$ 9,320,834
Beginning balance, shares at Dec. 30, 2017	13,423,492
Beginning balance, par value of shares issued at Dec. 30, 2017	$ 134,235
Share-based compensation expense			$ 103,029			$ 103,029
Tax benefit from exercise of stock options
Repurchase of common stock
Issuance of common stock pursuant to exercise of stock options
Issuance of common stock pursuant to exercise of stock options, number of shares issued
Issuance of common stock pursuant to exercise of stock options, par value
Net income(loss)				$ 831,457		(831,547)
Ending balance, stockholders equity at Jun. 30, 2018						8,592,316
Ending Ending balance, shares at Jun. 30, 2018	13,423,492
Ending balance, par value shares issued at Jun. 30, 2018	$ 134,235
Beginning balance, stockholders equity at Dec. 29, 2018					5,835,521	$ 5,835,521
Beginning balance, shares at Dec. 29, 2018	13,425,992					13,425,992
Beginning balance, par value of shares issued at Dec. 29, 2018	$ 134,260
Share-based compensation expense			85,397			$ 85,397
Tax benefit from exercise of stock options
Repurchase of common stock
Issuance of common stock pursuant to exercise of stock options			$ 2,235
Issuance of common stock pursuant to exercise of stock options, number of shares issued	1,500
Issuance of common stock pursuant to exercise of stock options, par value	$ 15
Net income(loss)				$ 493,615		(493,615)
Ending balance, stockholders equity at Jun. 30, 2019						5,429,553
Ending Ending balance, shares at Jun. 30, 2019	13,427,492
Ending balance, par value shares issued at Jun. 30, 2019	$ 134,275
Beginning balance, stockholders equity at Dec. 29, 2018					$ 5,835,521	$ 5,835,521
Beginning balance, shares at Dec. 29, 2018	13,425,992					13,425,992
Beginning balance, par value of shares issued at Dec. 29, 2018	$ 134,260
Share-based compensation expense						$ 85,397
Net income(loss)						(493,615)
Ending balance, stockholders equity at Jun. 29, 2019						$ 5,429,553
Ending Ending balance, shares at Jun. 29, 2019						13,427,492

XML

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 29, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (493,615)	$ (831,547)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization	278,369	284,209
Share-based compensation	87,647	103,029
Deferred taxes		(270,000)
Changes in:
Accounts receivable-trade	(1,057,298)	(497,231)
Inventories	292,034	(1,652,830)
Prepaid expenses and other current assets	(64,304)	(1,338)
Accounts payable	4,819	1,064,654
Deferred revenue		(100,000)
Accrued expenses	(148,844)	331,799
Net cash provided by (used in) operating activities	(1,101,192)	(1,569,255)
Cash flows from investing activities:
Purchases of property and equipment	(166,011)	(252,250)
Net cash provided by (used in) investing activities	(166,011)	(252,250)
Cash flows from financing activities:
Net borrowings on line of credit	800,000	900,000
Net cash provided by (used in) financing activities	800,000	900,000
Net increase (decrease) in cash and cash equivalents	(467,203)	(921,505)
Cash and cash equivalents at beginning of period	628,804	1,339,572
Cash and cash equivalents at end of period	$ 161,601	$ 418,067

XML

(1) Nature of Business

6 Months Ended

Jun. 29, 2019

Accounting Policies [Abstract]

(1) Nature of Business

(1)  Nature of Business

CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive and other industries.   The Company’s primary advanced material solution is metal-matrix composites which are a combination of metal and ceramic.

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.

The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and structural markets.

XML

(2) Summary of Significant Accounting Policies

6 Months Ended

Jun. 29, 2019

Accounting Policies [Abstract]

(2) Summary of Significant Accounting Policies

(2)   Summary of Significant Accounting Policies 

As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles.

The accompanying financial statements are unaudited. In the opinion of management, the unaudited financial statements of CPS reflect all normal recurring adjustments which are necessary to present fairly the financial position and results of operations for such periods.

The Company’s balance sheet at December 29, 2018 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in the Registrant’s Annual Report on Form 10-K for the year ended December 29, 2018 and in CPS’s other SEC reports, which are accessible on the SEC’s website at www.sec.gov and the Company’s website at www.alsic.com.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

New Accounting Pronouncements

Pronouncements adopted in 2019

The Company adopted Accounting Standards Codification (ASC) 842 for leases effective at the beginning of the fiscal year, December 30, 2018, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company elected an accounting policy for short-term leases, which allows lessees to avoid recognizing right-of-use assets and liabilities for leases with terms of 12 months or fewer.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. We have not elected the practical expedient to account for lease and non-lease components as one lease component. The Company has elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases.

Adoption of the standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $310 thousand on the consolidated balance sheet as of December 30, 2018. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 4, Leases.

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(3) Net Income (Loss) Per Common and Common Equivalent Share

6 Months Ended

Jun. 29, 2019

Earnings Per Share [Abstract]

(3) Net Income (Loss) Per Common and Common Equivalent Share

(3)  Net Income (Loss) Per Common and Common Equivalent Share

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted net income (loss)  per common share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock options and stock purchase rights.  Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

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(4) Commitments & Contingencies

6 Months Ended

Jun. 29, 2019

Commitments and Contingencies Disclosure [Abstract]

(4) Commitments & Contingencies

(4)  Commitments & Contingencies

Commitments

Leases

The Company has two real estate leases—one expiring in February 2021 and one with a 12 month duration with options to extend additional years. Since the latter is not reasonably certain that any options will be exercised, it has not been recorded on the balance sheet in accordance with the accounting policy elected in Note 2. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these have been capitalized.

The lease expiring in 2021 (the “Norton facility lease’) is included as a right-of-use lease asset and corresponding lease liability on the balance sheet. This asset and liability was recognized on December 30, 2018 based on the present value of remaining lease payments over the remaining lease term using the Company’s incremental borrowing rate at date of adoption. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating Leases

Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is allocated between Cost of Product Sales and Selling, General and Administrative Expense in the income statement

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating leases as of June 29, 2019

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

Cash Flows

An initial right-of-use asset of $310 thousand was recognized as a non-cash asset addition with the adoption of the new lease accounting standard. Cash paid for the amounts included in the present value of operating lease liabilities was $76 thousand during the first half year of 2019 and is included in operating cash flows.

Operating Lease Costs

Operating lease cost was $76 thousand during the first half year of 2019. This cost is related to its long-term operating lease. All other short-term leases were immaterial.

Finance Leases

The company does not have any finance leases.

Loss contingency

The Company manufactures baseplates for power module manufacturers. Most baseplates manufactured by CPS require a nickel coating be applied to the baseplate (“Ni plating”). CPS warranties its baseplates meet the Ni plating specifications required by our customers, and flows this requirement to its Ni plating vendors.

On January 24, 2018 the Company received a “Claim and Non-Conformance Notification” from one of its European customers relating to the Ni plating on our baseplates. Upon investigation, it was determined that one employee of the Ni plating vendor used by CPS had deviated from the prescribed work instruction for Ni plating from mid-September 2017 until mid-January 2018. The Company's Ni plating vendor acknowledged this violation and worked with the customer to resolve the problem.

On April 11, 2018 the Company received a “Follow-up Claim and Non-Conformance Notification” from the European customer.  The customer estimated the total value of the claim to be $1.0 million “as of today”, and reserves the right to claim additional damages in the future.

The Company informed its insurer of this claim and the Ni plating vendor did the same with its insurer. No amounts for damages had been recorded in the financial statements as management believed that it was not possible at the time to quantify the potential impact, if any, to the Company.

On July 9, 2019, the Company received confirmation from its customer accepting the settlement offer of the Company’s insurer.  The settlement is covered by the Company’s insurance policy and the Company does not expect to incur any losses as part of the settlement.

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(5) Share-Based Payments

6 Months Ended

Jun. 29, 2019

Share-based Payment Arrangement [Abstract]

(5) Share-Based Payments

(5)  Share-Based Payments 

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date. Reductions in compensation expense associated with the forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

There were 75,000 stock options granted during the quarter ended June 29, 2019 and 5,000 stock options granted during the quarter ended June 30, 2018

There were no options exercised during the quarters ended June 29, 2019 or June 30, 2018.

During the three and six months ended June 29, 2019, the Company recognized $26,412 and $85,397, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

During the three and six months ended June 30, 2018, the Company recognized $31,000 and $103,029, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

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(6) Inventories

6 Months Ended

Jun. 29, 2019

Inventory Disclosure [Abstract]

(6) Inventories

(6)  Inventories

Inventories consist of the following:

		June 29,		December 28,
		2019		2018
Raw materials	$	687,105	$	706,982
Work in process		1,838,555		2,248,370
Finished goods		887,912		693,943
Total inventory		3,413,572		3,649,295
Reserve for obsolescence		(512,672)		(456,362)
Inventories, net	$	2,900,900	$	3,192,933

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(7) Accrued Expenses

6 Months Ended

Jun. 29, 2019

Payables and Accruals [Abstract]

(7) Accrued Expenses

(7)  Accrued Expenses

Accrued expenses consist of the following:

		June 29,		December 29,
		2019		2018
Accrued legal and accounting	$	46,222	$	67,000
Accrued payroll		567,058		594,641
Accrued other		213,191		313,674
	$	826,471	$	975,315

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(8) Line of Credit

6 Months Ended

Jun. 29, 2019

Commitments and Contingencies Disclosure [Abstract]

(8) Line of Credit

(8)  Line of Credit

In May 2019, the Company amended its revolving line of credit line with Santander Bank to $1.25 million.  The agreement matures at the end of September 2019.  The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of prime plus 100 basis points. Under the terms of the agreement, the Company is required to maintain its operating accounts with Santander Bank. The Company is also subject to certain financial covenants.  These include specific EBITDA levels, a targeted current ratio and a targeted debt to tangible net worth ratio at the end of subsequent quarters.  The covenants exclude the requirements of Accounting Standards Codification (ASC) 842 for leases.  At June 29, 2019, the Company was in compliance with all existing covenants.  Also, at June 29, 2019 the Company had $800 thousand of borrowings under this LOC and its borrowing base at the time would have permitted an additional $450 thousand to have been borrowed.

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(9) Income Taxes

6 Months Ended

Jun. 29, 2019

Income Tax Disclosure [Abstract]

(9) Income Taxes

(9)  Income Taxes

A valuation allowance against deferred tax assets is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. In December 2018, the Company established a partial valuation allowance reserve, as it is judged more likely than not that a majority of its tax deferred tax assets will not be used before they expire. This decision was reached after giving greater weight to its losses over the previous three years compared with its forecast of the future. Consistent with this conclusion, no income tax provision/(benefit) has been recorded for the quarter and six month ending June 29, 2019.

The Company recorded a tax benefit of $67 thousand and $227 thousand for federal income taxes during the three and six months ended June 30, 2018, respectively. The Company recorded a tax benefit of $13 and $43 thousand for state income taxes during the three and six months ended June 30, 2018, respectively.

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(2) Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 29, 2019

Accounting Policies [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

Pronouncements adopted in 2019

The Company adopted Accounting Standards Codification (ASC) 842 for leases effective at the beginning of the fiscal year, December 30, 2018, using the cumulative-effect adjustment transition method, which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The Company elected an accounting policy for short-term leases, which allows lessees to avoid recognizing right-of-use assets and liabilities for leases with terms of 12 months or fewer.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. We have not elected the practical expedient to account for lease and non-lease components as one lease component. The Company has elected certain practical expedients upon adoption and therefore has not reassessed whether any expired or existing contracts contain leases, has not reassessed the lease classification for any expired or existing leases and has not reassessed initial direct costs for any existing leases.

Adoption of the standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of $310 thousand on the consolidated balance sheet as of December 30, 2018. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included in Note 4, Leases.

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(4) Commitments & Contingencies (Tables)

6 Months Ended

Jun. 29, 2019

Commitments and Contingencies Disclosure [Abstract]

Opersting Leases

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

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(6) Inventories (Tables)

6 Months Ended

Jun. 29, 2019

Inventory Disclosure [Abstract]

Inventories

		June 29,		December 28,
		2019		2018
Raw materials	$	687,105	$	706,982
Work in process		1,838,555		2,248,370
Finished goods		887,912		693,943
Total inventory		3,413,572		3,649,295
Reserve for obsolescence		(512,672)		(456,362)
Inventories, net	$	2,900,900	$	3,192,933

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(7) Accrued Expenses (Tables)

6 Months Ended

Jun. 29, 2019

Payables and Accruals [Abstract]

Accrued expenses

		June 29,		December 29,
		2019		2018
Accrued legal and accounting	$	46,222	$	67,000
Accrued payroll		567,058		594,641
Accrued other		213,191		313,674
	$	826,471	$	975,315

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(4) Commitments & Contingencies - Opersting Leases (Details)

6 Months Ended

Jun. 29, 2019

USD ($)

Commitments and Contingencies Disclosure [Abstract]

Maturity of capitalized lease liabilities (Dollars in Thousands)

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

2019 (remaining)

$ 76

2020

152

2021

26

Total undiscounted operating lease payments

254

Less: Imputed interest

(13)

Present value of operating lease liability

$ 241

Balance Sheet Classification

(Dollars in Thousands)		June 29, 2019
Maturity of capitalized lease liabilities		Lease payments
2019 (remaining)	$	76
2020		152
2021		26
Total undiscounted operating lease payments	$	254
Less: Imputed interest		(13)
Present value of operating lease liability	$	241

Additionally, the Company has short-term lease commitments not reflected in the schedule above and not recorded as a right-of-use asset in accordance with the Company’s accounting policy.

Balance Sheet Classification
Current lease liability (recorded in other current liabilities)	$	148
Long-term lease liability		93
Total operating lease liability	$	241
Other Information
Weighted-average remaining lease term for capitalized operating leases		11.5 months
Weighted-average discount rate for capitalized operating leases		6.5 %

Current lease liability (recorded in other current liabilities)

$ 148

Long-term lease liability

93

Total operating lease liability

$ 241

Weighted-average remaining lease term for capitalized operating leases

11 months 15 days

Weighted-average discount rate for capitalized operating leases

650.00%

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(5) Share-Based Payments (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 29, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 29, 2019	Jun. 30, 2018
Share-based Payment Arrangement [Abstract]
Stock Options granted during the quarter	75,000	5,000
Compensation expense recognized dering the period	$ 26,412	$ 31,000	$ 85,397	$ 85,397	$ 103,029

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(6) Inventories - Inventories (Details) - USD ($)	Jun. 29, 2019	Dec. 29, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 687,105	$ 706,982
Work in process	1,838,555	2,248,370
Finished goods	887,912	693,943
Total inventory	3,413,572	3,649,295
Reserve for obsolescence	(512,672)	(456,362)
Inventories, net	$ 2,900,900	$ 3,192,933

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(7) Accrued Expenses - Accrued expenses (Details) - USD ($)	Jun. 29, 2019	Dec. 29, 2018
Payables and Accruals [Abstract]
Accrued legal and accounting	$ 46,222	$ 67,000
Accrued payroll	567,058	594,641
Accrued other	213,191	313,674
Total accrued expenses	$ 826,471	$ 975,315