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): October 27, 2021

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 October 27, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended September 25, 2021. 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 Oc6ober 27, 2021 of CPS Technologies Corp. announcing its Financial results for the fiscal quarter ended September 25, 2021
99.2	Financial results for the fiscal quarter ended September 25, 2021
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:  October 29, 2021	/s/ Charles K. Griffith, Jr. Charles K. Griffith Jr. Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated October 27, 2021 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended September 25, 2021
99.2	Financial results for the fiscal quarter ended September 25, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

CPS Technologies Corporation                    
Chuck Griffith, Chief Financial Officer                                    
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.alsic.com

CPS TECHNOLOGIES CORPORATION ANNOUNCES THIRD QUARTER 2021 RESULTS

Norton, Massachusetts, October 27, 2021. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $5.5 million and an operating loss of $88 thousand for the quarter ended September 25, 2021. This compares with revenues of $4.5 million and an operating profit of $253 thousand for the quarter ended September 26, 2020.

Michael McCormack, President and CEO, said: “Revenues in the third quarter 2021 showed significant improvement over revenues in the third quarter of 2020, reflecting the lessening impact of the Covid-19 pandemic on our business. Revenues in the third quarter 2021 were 24% higher than the third quarter 2020, and our 2021 bookings are 158% of shipments, reflecting our current and expected future growth.

Unfortunately, we are showing a loss for the third quarter, but it is not without explanation. As a result of the mandate from the Board of Directors to grow both the top and bottom line, several steps were taken in the quarter to further streamline the business. These steps resulted in $327 thousand of non-recurring restructuring costs incurred during the quarter. As a reminder, GAAP requires that these types of expenses be recognized when the liability is incurred. Although some of these charges will not be paid immediately, the entire expense is being charged in this quarter. Without these expenses CPS would have been solidly profitable in the third quarter. In addition, our new sales and technical hires made in 2021 are now showing positive results as evidenced by our book to bill ratio mentioned above.

I would also like to point out that although our net after tax profit for the quarter is $2.8 million, it does not relate to Q3 activities or results. This is the result of the reversal of our deferred tax valuation allowance. In 2018, due to recurring losses, it was judged “more likely than not” that CPS would be unable to use its deferred tax asset. As such, a reserve was set up against that asset and an additional loss of $3.0 million was incurred. After further evaluation, based on the Company’s profitability and the expected growth of CPS over the next several years, we have now judged that it is “more likely than not” that CPS will be able to use the deferred tax asset and the remaining reserve of $2.8 million has been reversed.

As part of the Defense Industrial Base, CPS has been open and operating throughout the Covid-19 pandemic. To date all of our major customers remain open and operational. Although some have been negatively affected by the pandemic, others continue to grow. These observations do not mean that CPS will be unaffected by the pandemic going forward, but we continue to see demand increasing rather than declining. We remain very optimistic about our 2021 performance, and the future long-term growth opportunities across all lines of business into Fiscal Year 2022.

Beyond Fiscal Year 2022, we are cautiously optimistic that our collective growth initiatives, specifically in longer-term new product development investments, will expand the current product line pipelines both in terms of revenues and earnings. In addition, we will make additional measured investments to increase the capacity of our current high volume manufacturing capacity.”

The Company will be hosting its first quarter conference call with investors at 4:45pm on Wednesday, October 27. Those interested in participating in the conference call should dial:

Call in Number: 1-833-953-1394

Conference ID: 8251606

We encourage those who wish to participate, to call in 10 minutes before the scheduled start time to ensure the operator can connect you prior to the start of the call.

About CPS
CPS is a technology and manufacturing leader in producing high-performance energy management components that facilitate the electrification of the economy. Our products and intellectual property include critical pieces of the technology puzzle for electric trains and subway cars, wind turbines, hybrid vehicles, electric vehicles, the smart electric grid, 5G infrastructure and others. CPS hermetic packages can be found in many Aerospace and Satellite applications. CPS armor products provide exceptional ballistic protection and environmental durability at very light weight. CPS is committed to innovation and to supporting our customers in building solutions to this planet's problems.

Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2021 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

Statements of Operations (Unaudited)

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,		September 26,
	2021		2020		2021		2020
Revenues:
Product sales	$	5,514,872	$	4,452,387	$	16,242,762	$	16,721,973
Total revenues		5,514,872		4,452,387		16,242,762		16,721,973
Cost of product sales		4,375,676		3,514,813		12,807,844		13,050,860
Gross Margin		1,139,196		937,574		3,434,918		3,671,113
Selling, general, and administrative expense		1,227,258		684,836		3,234,344		2,466,196
Income from operations		(88,062)		252,738		200,573		1,204,915
Interest/Other income (expense)		16,032		(21,266)		(2,047)		(72,558)
Net income before income tax		(72,030)		231,472		198,526		1,132,357
Income tax provision (benefit)		(2,840,951)		456		(2,840,951)		456
Net income	$	2,768,921	$	231,016	$	3,039,021	$	1,131,901
Net income per basic common share	$	0.19	$	0.02	$	0.22	$	0.09

CPS TECHNOLOGIES CORPORATION

BALANCE SHEET (UNAUDITED)

	September 25,		December 26,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	3,837,737	$	195,203
Accounts receivable-trade, net		5,032,187		2,914,800
Inventories, net		3,773,228		3,709,471
Prepaid expenses and other current assets		132,315		71,506
Total current assets		12,775,467		6,890,980
Net property and equipment		1,175,244		1,287,947
Right-of-use lease asset		613,000		25,000
Deferred taxes, net		2,958,407		117,000
Total Assets	$	17,522,118	$	8,320,927
LIABILITIES AND STOCKHOLDERS’EQUITY
Current liabilities:
Note payable, current portion		44,821	$	58,134
Accounts payable		1,699,154		909,291
Accrued expenses		911,387		804,091
Deferred revenue		1,150,797		12,177
Lease liability, current portion		153,000		25,000
Total current liabilities		3,959,159		1,808,693
Note payable less current portion		124,566		154,570
Long term lease liability		460,000		--
Total liabilities		4,543,725		1,963,263
Total stockholders’ equity		12,978,393		6,357,664
Total liabilities and stockholders’ equity	$	17,522,118	$	8,320,927

EX-99.2

Exhibit 99.2

CPS TECHNOLOGIES CORPORATION

Statements of Operations (Unaudited)

	Three Months Ended				Nine Months Ended
	September 25,		September 26,		September 25,		September 26,
	2021		2020		2021		2020
Revenues:
Product sales	$	5,514,872	$	4,452,387	$	16,242,762	$	16,721,973
Total revenues		5,514,872		4,452,387		16,242,762		16,721,973
Cost of product sales		4,375,676		3,514,813		12,807,844		13,050,860
Gross Margin		1,139,196		937,574		3,434,918		3,671,113
Selling, general, and administrative expense		1,227,258		684,836		3,234,344		2,466,196
Income from operations		(88,062)		252,738		200,573		1,204,915
Interest/Other income (expense)		16,032		(21,266)		(2,047)		(72,558)
Net income before income tax		(72,030)		231,472		198,526		1,132,357
Income tax provision (benefit)		(2,840,951)		456		(2,840,951)		456
Net income	$	2,768,921	$	231,016	$	3,039,021	$	1,131,901
Net income per basic common share	$	0.19	$	0.02	$	0.22	$	0.09

CPS TECHNOLOGIES CORPORATION

BALANCE SHEET (UNAUDITED)

	September 25,		December 26,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	3,837,737	$	195,203
Accounts receivable-trade, net		5,032,187		2,914,800
Inventories, net		3,773,228		3,709,471
Prepaid expenses and other current assets		132,315		71,506
Total current assets		12,775,467		6,890,980
Net property and equipment		1,175,244		1,287,947
Right-of-use lease asset		613,000		25,000
Deferred taxes, net		2,958,407		117,000
Total Assets	$	17,522,118	$	8,320,927
LIABILITIES AND STOCKHOLDERS’EQUITY
Current liabilities:
Note payable, current portion		44,821	$	58,134
Accounts payable		1,699,154		909,291
Accrued expenses		911,387		804,091
Deferred revenue		1,150,797		12,177
Lease liability, current portion		153,000		25,000
Total current liabilities		3,959,159		1,808,693
Note payable less current portion		124,566		154,570
Long term lease liability		460,000		--
Total liabilities		4,543,725		1,963,263
Total stockholders’ equity		12,978,393		6,357,664
Total liabilities and stockholders’ equity	$	17,522,118	$	8,320,927

XML

Document And Entity Information	Oct. 27, 2021
Document Information [Line Items]
Entity, Registrant Name	CPS TECHNOLOGIES CORP.
Document, Type	8-K
Document, Period End Date	Oct. 27, 2021
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