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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the period ended July 1, 2023

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 CORP.

(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 Corp.

111 South Worcester Street

Norton, MA 02766-2102

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. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ 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 ☒       Smaller reporting company

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.  ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public firm that prepared or issued its audit report.

☐Yes ☒ No

 

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

Yes ☒ 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 July 25,2023: 14,516,544.

 

 

 

 

PART I FINANCIAL INFORMATION

 

ITEM 1 FINANCIAL STATEMENTS (Unaudited)

 

CPS TECHNOLOGIES CORP.

Balance Sheets (Unaudited)

 

   

July 1,

   

December 31,

 
   

2023

   

2022

 

ASSETS

               
                 

Current assets:

               

Cash and cash equivalents

  $ 8,681,225     $ 8,266,753  

Accounts receivable-trade, net

    5,074,559       3,777,975  

Accounts receivable-other

    74,639       685,668  

Inventories, net

    4,813,753       4,875,901  

Prepaid expenses and other current assets

    288,315       211,242  
                 

Total current assets

    18,932,491       17,817,539  
                 

Property and equipment:

               

Production equipment

    11,028,500       10,770,427  

Furniture and office equipment

    952,883       952,883  

Leasehold improvements

    985,649       985,649  
                 

Total cost

    12,967,032       12,708,959  
                 

Accumulated depreciation and amortization

    (11,699,870

)

    (11,446,901

)

Construction in progress

    240,415       64,910  
                 

Net property and equipment

    1,507,578       1,326,968  
                 

Right-of-use lease asset

    400,000       466,000  

Deferred taxes, net

    1,664,032       2,069,436  
                 

Total assets

  $ 22,504,101     $ 21,679,943  

 

See accompanying notes to financial statements.

 

(continued)

 

 

 

CPS TECHNOLOGIES CORP.

Balance Sheets (Unaudited)

(concluded)

 

  

July 1,

  

December 31,

 
  

2023

  

2022

 

LIABILITIES AND STOCKHOLDERS` EQUITY

        
         

Current liabilities:

        

Note payable, current portion

 $56,681  $43,711 

Accounts payable

  2,359,532   1,836,865 

Accrued expenses

  861,514   820,856 

Deferred revenue

  1,828,068   2,521,128 

Lease liability, current portion

  158,000   157,000 
         

Total current liabilities

  5,263,795   5,379,560 
         

Note payable less current portion

  20,437   54,847 

Deferred revenue – long term

  31,277   231,020 

Long term lease liability

  242,000   309,000 
         

Total liabilities

  5,557,509   5,974,427 
         

Commitments and contingencies (note 4)

          
         

Stockholders` equity:

        

Common stock, $0.01 par value, authorized 20,000,000 shares; issued 14,546,487 and 14,460,486 shares; outstanding 14,511,544 and 14,450,470 shares; at July 1, 2023 and December 31, 2022, respectively

  145,465   144,605 

Additional paid-in capital

  39,978,453   39,726,851 

Accumulated deficit

  (23,065,388

)

  (24,125,092

)

Less cost of 34,943 and 10,016 common shares repurchased at July 1, 2023 and December 31, 2022, respectively

  (111,938

)

  (40,848

)

         

Total stockholders` equity

  16,946,592   15,705,516 
         

Total liabilities and stockholders` equity

 $22,504,101  $21,679,943 

 

See accompanying notes to financial statements.

 

 

 

 

CPS TECHNOLOGIES CORP.

Statements of Operations (Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

July 1,

   

July 2,

   

July 1,

   

July 2,

 
   

2023

   

2022

   

2023

   

2022

 

Revenues:

                               

Product sales

  $ 7,418,138     $ 7,070,743     $ 14,518,405     $ 13,723,457  
                                 

Total revenues

    7,418,138       7,070,743       14,518,405       13,723,457  
                                 

Cost of product sales

    5,221,880       5,242,106       10,077,444       9,931,330  
                                 

Gross Margin

    2,196,259       1,828,637       4,440,961       3,792,127  
                                 

Selling, general, and administrative expense

    1,465,349       1,159,157       3,015,871       2,575,550  
                                 

Income from operations

    730,910       669,480       1,425,090       1,216,577  
                                 

Interest income (expense), net

    79,652       1,594       95,242       (319 )
                                 

Net income before income tax

    810,562       671,074       1,520,332       1,216,258  

Income tax provision

    210,058       215,966       460,628       341,714  
                                 

Net income

  $ 600,503     $ 455,108     $ 1,059,704     $ 874,544  
                                 

Net income per basic common share

  $ 0.04     $ 0.03     $ 0.07     $ 0.06  
                                 

Weighted average number of basic common shares outstanding

    14,493,970       14,431,825       14,473,128       14,410,064  
                                 

Net income per diluted common share

  $ 0.04     $ 0.03     $ 0.07     $ 0.06  
                                 

Weighted average number of diluted common shares outstanding

    14,621,929       14,708,646       14,630,765       14,682,516  

 

See accompanying notes to financial statements.

 

 

 

 

CPS TECHNOLOGIES CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JULY 1, 2023 AND JULY 2, 2022

 

   

Common Stock

   

Additional

           

Total

 
   

Number of

           

paid-in

   

Accumulated

   

Stock

   

stockholders'

 
   

shares issued

   

Par Value

   

capital

   

deficit

   

repurchased

   

equity

 

Balance at April 1, 2023

    14,467,487     $ 144,675     $ 39,867,507       (23,665,891

)

    (41,638

)

    16,304,653  

Share-based compensation expense

    --       --       17,316       --       --       17,316  

Issuance of common stock

    --       --       --       --       --       --  

Employee option exercises

    79,000       790       93,630       --       (70,300

)

    24,120  

Net income

    --       --       --       600,503       --       600,503  

Balance at July 1, 2023

    14,546,487       145,465       39,978,453       (23,065,388

)

    (111,938

)

    16,946,592  

 

   

Common Stock

   

Additional

                   

Total

 
   

Number of

           

paid-in

   

Accumulated

   

Stock

   

stockholders'

 
   

shares issued

   

Par Value

   

capital

   

deficit

   

repurchased

   

equity

 

Balance at December 31, 2022

    14,460,486     $ 144,605     $ 39,726,851       (24,125,092

)

    (40,848

)

    15,705,516  

Share-based compensation expense

    --       --       147,757       --       --       147,757  

Issuance of common stock

    --       --       --       --       --       --  

Employee options Exercised

    86,001       860       103,845       --       (71,090

)

    33,615  

Net income

    --       --       --       1,059,704       --       1,059,704  

Balance at July 1, 2023

    14,546,487       145,465       39,978,453       (23,065,388

)

    (111,938

)

    16,946,592  

 

   

Common Stock

   

Additional

                   

Total

 
   

Number of

           

paid-in

   

Accumulated

   

Stock

   

stockholders'

 
   

shares issued

   

Par Value

   

capital

   

deficit

   

repurchased

   

equity

 

Balance at April 2, 2022

    14,423,486     $ 144,235     $ 39,546,975       (25,837,056

)

    (5,623

)

    13,848,531  

Share-based compensation expense

    --       --       39,384       --       --       39,384  

Issuance of common stock

    --       --       (8,144

)

    --       --       (8,144

)

Employee option exercises

    15,300       153       21,870       --       (15,226

)

    6,797  

Net income

    --       --       --       455,108       --       455,108  

Balance at July 2, 2022

    14,438,786       144,388       39,600,085       (25,381,948

)

    (20,849

)

    14,341,676  

 

   

Common Stock

   

Additional

                   

Total

 
   

Number of

           

paid-in

   

Accumulated

   

Stock

   

stockholders'

 
   

shares issued

   

Par Value

   

capital

   

deficit

   

repurchased

   

equity

 

Balance at December 25, 2021

    14,350,786     $ 143,508     $ 39,281,810       (26,256,492

)

    (2,515

)

    13,166,311  

Share-based compensation expense

    --       --       163,855       --       --       163,855  

Issuance of common stock

    --       --       (17,758

)

    --       --       (17,758

)

Employee options Exercised

    88,000       880       172,178       --       (18,334

)

    154,724  

Net income

    --       --       --       874,544       --       874,544  

Balance at July 2, 2022

    14,438,786       144,388       39,600,085       (25,381,948

)

    (20,849

)

    14,341,676  

 

See accompanying notes to financial statements.

 

 

 

 

CPS TECHNOLOGIES CORP.

Statements of Cash Flows (Unaudited)

 

  

Six Months Ended

 
  

July 1,

  

July 2,

 
  

2023

  

2022

 
         

Cash flows from operating activities:

        

Net income

 $1,059,704  $874,544 

Adjustments to reconcile net income to cash provided by (used in) operating activities:

        

Depreciation and amortization

  252,969   211,641 

Share-based compensation

  147,757   163,855 
         

Changes in:

        

Accounts receivable-trade

  (1,296,584

)

  333,048 

Accounts receivable-other

  611,028   -- 

Inventories

  62,148   (754,117

)

Prepaid expenses and other current assets

  (77,073

)

  (87,628

)

Accounts payable

  522,667   (478,973

)

Accrued expenses

  40,658   (438,249

)

Deferred taxes

  405,404   341,258 

Deferred revenue

  (892,803

)

  45,405 
         

Net cash provided by operating activities

  835,875   210,784 
         

Cash flows from investing activities:

        

Purchases of property and equipment

  (433,579

)

  (291,631

)

         

Net cash used in investing activities

  (433,579

)

  (291,631

)

         

Cash flows from financing activities:

        

Proceeds from exercise of employee stock options, net of repurchases

  33,615   154,724 

Proceeds from issuance of common stock, net of expenses

  --   (17,758

)

Payments on note payable

  (21,439

)

  (30,149

)

         

Net cash provided by financing activities

  12,176   106,817 
         

Net increase in cash and cash equivalents

  414,472   25,970 
         

Cash and cash equivalents at beginning of period

  8,266,753   5,050,312 
         

Cash and cash equivalents at end of period

 $8,681,225  $5,076,282 
         

Supplemental disclosures of cash flows information:

        

Cash paid for interest

  2,902   4,353 
    Cash paid for taxes  79,456   79,456 
         

Supplemental disclosures of non-cash activity:

        

Net exercise of stock options

  71,090   18,334 

 

See accompanying notes to financial statements.

 

 

 

CPS TECHNOLOGIES CORP.
Notes to Financial Statements
(Unaudited)

 

 

 

(1)          Nature of Business

CPS Technologies Corp. (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 (MMC’s) 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.

 

Using its proprietary MMC technology, the Company also produces light-weight armor, particularly for extreme environments and heavy ballistic threat levels.

 

The Company sells into several end markets including the aerospace & defense markets, wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic 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 31, 2022 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 31, 2022 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.cpstechnologysolutions.com.

 

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

 

 

 

 

(3)         Net Income Per Common and Common Equivalent Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income 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.

 

 

 

The following table presents the calculation of both basic and diluted EPS:

 

  

Three Months Ended

  

Six Months Ended

 
  

July 1,

  

July 2,

  

July 1,

  

July 2,

 
  

2023

  

2022

  

2023

  

2022

 

Basic EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 
                 

Basic EPS

 $0.04  $0.03  $0.07  $0.06 
                 

Diluted EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 

Dilutive effect of stock options

  127,959   276,821   157,637   272,452 
                 

Total Shares

  14,621,929   14,708,646   14,630,765   14,682,516 
                 

Diluted EPS

 $0.04  $0.03  $0.07  $0.06 

 

 

 

 

(4)          Commitments & Contingencies

 

Commitments

 

Leases

The Company has one real estate lease expiring in February 2026. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these equipment leases have been capitalized as 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.

 

The real estate lease expiring in 2026 (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 March 1, 2021 based on the present value of lease payments over the lease term using the Company’s incremental borrowing rate at commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

 

 

Operating Leases

 

The Norton facility lease comprises approximately 38 thousand square feet. The lease is 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 renew the lease starting in March 2026 through February 2032. Annual rental payments range from $160 thousand to $165 thousand through maturity.

 

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating lease as of July 1, 2023

 

(Dollars in Thousands)

 

July 1, 2023

 

Maturity of capitalized lease liabilities

 

Lease payments

 
     

2023

  81 

2024

  165 

2025

  165 

2026

  28 

Total undiscounted operating lease payments

 $439 

Less: Imputed interest

  (39

)

Present value of operating lease liability

 $400 

 

 

Balance Sheet Classification

    

Current lease liability

 $158 

Long-term lease liability

  242 

Total operating lease liability

 $400 
     

Other Information

    

Remaining lease term for capitalized operating lease (months)

  32 

Discount rate for capitalized operating leases

  6.6

%

 

Operating Lease Costs and Cash Flows

Operating lease cost and cash paid was $41 thousand during the second quarter of 2023 and $81 thousand for the six months ended July 1, 2023. These costs are related to its long-term operating lease. All other short-term leases were immaterial.

 

Finance Leases

The company does not have any finance leases.

 

 

 

 

(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.

 

 

 

During the quarter ended July 1, 2023, a total of 60,000 stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended July 1, 2023, issued at a weighted average price of $2.66 per share. During the quarter ended July 2, 2022, a total of 15,000 stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended July 2, 2022, issued at a weighted average price of $4.41 per share.

 

During the three and six months ended July 1, 2023, there were 79,000 and 86,000 options exercised and corresponding shares issued at a weighted average price of $1.20 and $1.22, respectively. During the three and six months ended July 2, 2022, there were 15,300 and 88,000 options exercised and corresponding shares issued at a weighted average price of $1.44 and $1.97, respectively. 

 

During the three and six months ended July 1, 2023, the Company repurchased 24,642 and 24,927 shares, respectively, for employees to facilitate their exercise of stock options. During the three and six months ended July 2, 2022, the Company repurchased 3,143 and 3,983 shares, respectively, for employees to facilitate their exercise of stock options. 

 

There were also 754,800 shares outstanding at a weighted average price of $2.61 with a weighted average remaining term of 5.67 years as of July 1, 2023, and there were 551,000 shares exercisable at a weighted average price of $2.45 with a weighted average remaining term of 4.75 years as of July 1, 2023. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of July 1, 2023, there were 1,036,400 shares available for future grants.

 

As of July 1, 2023, there was $294 thousand of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan; that cost is expected to be recognized over a weighted average period of 1.92 years.

 

During the three and six months ended July 1, 2023, the Company recognized $17,316 and $147,757, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

 

During the three and six months ended July 2, 2022, the Company recognized $39,384 and $163,855, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

 

 

 

 

(6)          Inventories

Inventories consist of the following:

 

  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Raw materials

 $2,886,278  $2,645,442 

Work in process

  1,603,511   1,863,512 

Finished goods

  516,889   525,872 
         

Total inventory

  5,006,678   5,034,826 
         

Reserve for obsolescence

  (192,925

)

  (158,925

)

         

Inventories, net

 $4,813,753  $4,875,901 

 

 

 
 

(7)          Accrued Expenses

Accrued expenses consist of the following:

 

  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Accrued legal and accounting

 $51,489  $35,398 

Accrued payroll and related expenses

  685,785   760,305 

Accrued other

  124,240   25,153 
         
  $861,514  $820,856 

 

 

 

 

(8)        Line of Credit

In May 2023, the Company terminated its $3.0 million revolving line of credit (LOC) with Massachusetts Business Development Corporation (BDC). A new LOC in the amount of $3.0 million was entered into with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal. On July 1, 2023, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $3.0 million to have been borrowed.

 

 

 

 

 

(9)        Note Payable         

In March 2020, the Company acquired inspection equipment for a price of $208 thousand. The full amount was financed through a 5 year note payable with a third-party equipment finance company.   The note is collateralized by the equipment and is being paid in monthly installments of $4 thousand, consisting of principal plus interest at a rate of 6.47%.

 

The aggregate maturities of the notes payable based on the payment terms of the agreement are as follows: 

 

Remaining in:

 

Payments due by period

 

FY 2023

 $22,272 

FY 2024

 $46,757 

FY 2025

 $8,090 

Total

  77,119 

 

Total interest expense on notes payable during 2023 was $2,902.

 

 

 

 

(10)         Income Taxes

For the three and six months ended July 1, 2023 there were charges against the deferred tax asset of $179 and $405, respectively.

 

 

 
 

ITEM 2

MANAGEMENTS 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 31, 2022 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.cpstechnologysolutions.com.

 

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. This includes the impact of the COVID-19 pandemic and the Russian invasion of Ukraine, which are discussed in Item 3 of this report. 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 31, 2022, 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 31, 2022.

 

Overview

Products we provide include baseplates for motor controllers used in high-speed electric trains, subway cars, wind turbines, and hybrid and electric vehicles. We provide baseplates and housings used in radar, satellite and avionics applications. We provide lids and heat spreaders used with high performance integrated circuits for use in internet switches and routers. We provide baseplates and housings used in modules built with Wide Band Gap Semiconductors like Silicon Carbide (“SiC”) and Gallium Nitride (“GaN”), collectively Metal Matrix Composites (“MMC”). CPS also assembles housings and packages for hybrid circuits. These housings and packages may include MMC components; they may include components made of more traditional materials such as aluminum, cold rolled steel and Kovar. Using its proprietary MMC technology, the Company also produces light-weight vehicle armor, particularly for extreme environments and heavy threat levels.

 

CPS’s products are custom rather than catalog items. They are made to customers’ designs and are used as components in systems built and sold by our customers. At any point in time our product mix will consist of some products with on-going production demand, and some products which are in the prototyping or evaluation stages at our customers. The Company seeks to have a portfolio of products which include products in every stage of the technology adoption lifecycle at our customers. CPS’ growth is dependent upon the level of demand for those products already in production, as well as its success in achieving new "design wins" for future products.

 

As a manufacturer of highly technical and custom products, the Company incurs fixed costs needed to support the business, but which do not vary significantly with changes in sales volume. These costs include the fixed costs of applications such as engineering, tooling design and fabrication, process engineering, and others. Accordingly, particularly given our current size, changes in sales volume generally result in even greater changes in financial performance on a percentage basis as fixed costs are spread over a larger or smaller base. Sales volume is therefore a key financial metric used by management.

 

The Company believes the underlying demand for MMC, housings for hybrid circuits and our proprietary armor solution is growing as the electronics and other industries seek higher performance, higher reliability, and reduced costs. CPS believes that the Company is well positioned to offer our solutions to current and new customers as these demands grow.

 

 

 

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 2023 (Q2 2023) Compared to the Second Fiscal Quarter of 2022 (Q2 2022); (all $ in 000s)

 

Revenues totaled $7,418 in Q2 2023 compared with $7,100 generated in Q1 2022, an increase of 4%. This increase was mainly due to increased shipments of armor for the US Navy in 2023 as compared to 2022.

 

Gross margin in Q2 2023 totaled $2,196 or 30% of sales. This compares with gross margin in Q2 2022 of $1,829 or 26% of sales. This percentage increase was due to the company’s continuing efforts to improve manufacturing efficiencies as well as the impact of higher sales volumes on fixed costs.

 

Selling, general and administrative (SG&A) expenses totaled $1,465 in Q2 2023 compared with SG&A expenses of $1,159 in Q2 2022. There were three major reasons for this increase. First there was a significant increase in travel expenses. In 2022 we were just beginning to come out of the Covid-19 pandemic. Many conferences continued to be virtual and many customers continued to prohibit outside visitors. In 2023 this has changed, thus our business development team, in particular, have been doing significantly more travel than a year ago. Secondly, the company increased its 401k matching formula in 2023 resulting in increased payroll costs. Lastly, the Company accrued severance to a long time employee whose service with the Company was terminated

 

The Company experienced an operating profit of $731 in Q2 2023 compared with an operating profit of $669 in Q2 2022, an increase of 9%. This increase was a result of the increased gross margin, partially offset by the increase in SG&A expenses.

 

Results of Operations for the First Six Months of 2023 Compared to the First Six Months of 2022 (all $ in 000s)

 

Total revenue was $14,518 in the first half of 2023, a 6% increase compared with total revenue of $13,723 in the first half of 2022. This increase was mainly due to increased shipments of armor for the US Navy in 2023 as compared to 2022.

 

Gross margin in the first six months of 2023 totaled $4,441 or 31% of sales. In the first six months of 2022 gross margin totaled $3,792 or 28% of sales. This increase was due to the increase in revenue and the increased coverage of our fixed costs.

 

Selling, general and administrative (SG&A) expenses were $3,016 during the first six months of 2023, up 17% compared with SG&A expenses of $2,576 in the first six months of 2022. Increased variable compensation accruals due to higher 2023 profitability as well as the travel costs, payroll costs and severance, mentioned above, were the primary reasons for this increase.

 

 

 

During the first half of 2023, the Company had net interest income of $95. This compares with interest expense of $0 incurred during the first half of 2022. The increase in interest income is due to our strong cash position and higher interest rates.

 

In the first six months of 2023 the Company had operating income of $1,425 compared with $1,217 in the same period last year. The net income for the first six months of 2023 totaled $1,060 versus $875 in the first six months of 2022.

 

The Company has had extremely minimal sales to both Russia and Ukraine over the last several years, the loss of which would be immaterial to these financial statements. Neither does CPS rely on raw materials from that part of the world. As a result, we do not believe that the Russian invasion of Ukraine will have a direct impact on our results. Nevertheless, there could be an indirect impact regarding supply chain and inflationary issues as a result of this war.

 

Inflation has had an impact on our costs. Thus far, we have been able to pass along these increases to our customers, but there is no guarantee that we will be able to continue this in the future. In addition, there is often a lag between when the costs increase and when we can adjust customer prices. Some of our larger customers will have pricing agreements, typically for one year, and we must wait for those agreements to end before making any pricing adjustments. Wage increases are also part of the inflation impact. We have instituted a combination of wage increases as well as richer benefits, such as the increased 401k match mentioned above, in order to retain the folks making up our workforce.

 

These factors combine to create a higher degree of uncertainty regarding future financial performance.

 

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

The Company’s cash and cash equivalents at July 1, 2023 totaled $8,681. This compares to cash and cash equivalents at December 31, 2022 of $8,267. The increase in cash was due primarily to the Company’s profitability, partially offset by increase in working capital required for this growth.

 

Accounts receivable at July 1, 2023 totaled $5,148 compared with $4,464 at December 31, 2022. Days Sales Outstanding (DSO) increased from 56 days at the end of 2022 to 62 days at the end of Q2 2023. The increase in DSO was due to the inclusion of deferred revenue of $0.6M in the year end accounts receivable balance, which was collected during Q1 2023. The accounts receivable balances at December 31, 2022, and July 1, 2023 were both net of an allowance for doubtful accounts of $10.

 

 

 

Inventories totaled $4,814 at July 1, 2023 compared with inventory totaling $4,876 at December 31, 2022. The inventory turnover in the most recent four quarters ending Q2 2023 was 4.1 times (based on a 5 point average) compared with 4.2 times averaged during the four quarters of 2022.

 

The Company financed its increase in non-cash working capital in Q1 2023 from its profit and usage of cash on hand. The Company expects it will continue to be able to fund its operations for the remainder of 2023 from operations and existing cash balances.

 

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.

 

Management believes that existing cash balances 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.

 

Contractual Obligations (all $ in 000s unless otherwise noted)

 

In May 2023, the Company terminated its $3.0 million revolving line of credit (LOC) with Massachusetts Business Development Corporation (BDC). A new LOC in the amount of $3.0 million was entered into with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal. On July 1, 2023, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $3.0 million to have been borrowed.

 

In March 2020, the company acquired a scanning acoustic microscope for a price of $208 thousand. The full amount was financed through a 5 year note payable with a financing company. The note is collateralized by the microscope and is being paid in monthly installments of $4 thousand, consisting of principal plus interest at a rate of 6.47%

 

The Company has one real estate lease expiring in February 2026. 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. (Note 4, Leases)  

 

 

 

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.

 

Although CPS has not been directly impacted by the war in Ukraine, potential supply chain disruptions and its impact on energy costs are areas where we could be impacted in the future.

 

Inflation is an area where we have seen some impact on our business. We have seen significant price increases in commodity raw materials, such as aluminum, as well as increases in other costs of doing business. As we receive new orders we have been able to pass on most of these costs to our customers. In the case of longer term pricing agreements, we have been able to pass on some of these costs through surcharges and in other ways to mitigate the impact on our profit. As inflation continues, our ability to continue to absorb higher costs by raising customer prices cannot be guaranteed.

 

ITEM 4

CONTROLS AND PROCEDURES

 

(a)       The Company’s Acting President and Chief Financial Officer has 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 2022 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 Acting President and 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

 

101.INS Inline XBRL Instance Document

 

101.SCH Inline XBRL Taxonomy Extension Schema Document

 

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

 

 

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 4, 2023

/s/ Charles K. Griffith Jr.

Charles K. Griffith Jr.

Acting President and Chief Financial Officer

 

 

Exhibit 31.1

 Exhibit 31.1

CERTIFICATION OF ACTING PRESIDENT AND 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 4, 2023
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.
Acting President and Chief Financial Officer

 

 

Exhibit 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 three and six month periods ended July 1, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles K. Griffith Jr., Acting President and 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 4, 2023
/s/ Charles K. Griffith Jr.
Charles K. Griffith Jr.

Acting President and Chief Financial Officer

 

 
v3.23.2
Document And Entity Information - shares
6 Months Ended
Jul. 01, 2023
Jul. 25, 2023
Document Information [Line Items]    
Entity Central Index Key 0000814676  
Entity Registrant Name CPS TECHNOLOGIES CORP/DE/  
Amendment Flag false  
Current Fiscal Year End Date --12-30  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jul. 01, 2023  
Document Transition Report false  
Entity File Number 0-16088  
Entity Incorporation, State or Country Code DE  
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 02766-2102  
City Area Code 508  
Local Phone Number 222-0614  
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 Shell Company false  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol CPSH  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   14,516,544
v3.23.2
Balance Sheets (Unaudited) - USD ($)
Jul. 01, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 8,681,225 $ 8,266,753
Accounts receivable-trade, net 5,074,559 3,777,975
Accounts receivable-other 74,639 685,668
Inventories, net 4,813,753 4,875,901
Prepaid expenses and other current assets 288,315 211,242
Total current assets 18,932,491 17,817,539
Property and equipment:    
Production equipment 11,028,500 10,770,427
Furniture and office equipment 952,883 952,883
Leasehold improvements 985,649 985,649
Total cost 12,967,032 12,708,959
Accumulated depreciation and amortization (11,699,870) (11,446,901)
Construction in progress 240,415 64,910
Net property and equipment 1,507,578 1,326,968
Right-of-use lease asset 400,000 466,000
Deferred taxes, net 1,664,032 2,069,436
Total assets 22,504,101 21,679,943
LIABILITIES AND STOCKHOLDERS` EQUITY    
Common stock, $0.01 par value, authorized 20,000,000 shares; issued 14,546,487 and 14,460,486 shares; outstanding 14,511,544 and 14,450,470 shares; at July 1, 2023 and December 31, 2022, respectively 145,465 144,605
Additional paid-in capital 39,978,453 39,726,851
Accumulated deficit (23,065,388) (24,125,092)
Less cost of 34,943 and 10,016 common shares repurchased at July 1, 2023 and December 31, 2022, respectively (111,938) (40,848)
Total stockholders` equity 16,946,592 15,705,516
Total liabilities and stockholders` equity 22,504,101 21,679,943
Current liabilities:    
Note payable, current portion 56,681 43,711
Accounts payable 2,359,532 1,836,865
Accrued expenses 861,514 820,856
Deferred revenue 1,828,068 2,521,128
Current lease liability 158,000 157,000
Total current liabilities 5,263,795 5,379,560
Note payable less current portion 20,437 54,847
Deferred revenue – long term 31,277 231,020
Long-term lease liability 242,000 309,000
Total liabilities 5,557,509 5,974,427
Commitments and contingencies (note 4)
v3.23.2
Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Jul. 01, 2023
Dec. 31, 2022
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized shares (in shares) 20,000,000 20,000,000
Common stock, issued shares (in shares) 14,546,487 14,460,486
Common stock, outstanding shares (in shares) 14,511,544 14,450,470
Treasury stock, shares (in shares) 34,943 10,016
v3.23.2
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jul. 01, 2023
Jul. 02, 2022
Jul. 01, 2023
Jul. 02, 2022
Revenues:        
Product sales $ 7,418,138 $ 7,070,743 $ 14,518,405 $ 13,723,457
Total revenues 7,418,138 7,070,743 14,518,405 13,723,457
Cost of product sales 5,221,880 5,242,106 10,077,444 9,931,330
Gross Margin 2,196,259 1,828,637 4,440,961 3,792,127
Selling, general, and administrative expense 1,465,349 1,159,157 3,015,871 2,575,550
Income from operations 730,910 669,480 1,425,090 1,216,577
Interest income (expense), net 79,652 1,594 95,242 (319)
Net income before income tax 810,562 671,074 1,520,332 1,216,258
Income tax provision 210,058 215,966 460,628 341,714
Net income $ 600,503 $ 455,108 $ 1,059,704 $ 874,544
Net income per basic common share (in dollars per share) $ 0.04 $ 0.03 $ 0.07 $ 0.06
Weighted average number of basic common shares outstanding (in shares) 14,493,970 14,431,825 14,473,128 14,410,064
Net income per diluted common share (in dollars per share) $ 0.04 $ 0.03 $ 0.07 $ 0.06
Weighted average number of diluted common shares outstanding (in shares) 14,621,929 14,708,646 14,630,765 14,682,516
v3.23.2
Statements of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock, Common [Member]
Total
Balance (in shares) at Apr. 02, 2022 14,423,486        
Balance at Apr. 02, 2022 $ 144,235 $ 39,546,975 $ (25,837,056) $ (5,623) $ 13,848,531
Share-based compensation expense   39,384     $ 39,384
Employee option exercises (in shares) 15,300       15,300
Employee option exercises $ 153 21,870   (15,226) $ 6,797
Net income (loss)     455,108   455,108
Issuance of common stock   (8,144)     (8,144)
Balance (in shares) at Jul. 02, 2022 14,438,786        
Balance at Jul. 02, 2022 $ 144,388 39,600,085 (25,381,948) (20,849) 14,341,676
Balance (in shares) at Dec. 25, 2022 14,350,786        
Balance at Dec. 25, 2022 $ 143,508 39,281,810 (26,256,492) (2,515) 13,166,311
Share-based compensation expense   163,855     163,855
Employee option exercises (in shares) 88,000        
Employee option exercises $ 880 172,178   (18,334) 154,724
Net income (loss)     874,544   874,544
Issuance of common stock   (17,758)     (17,758)
Balance (in shares) at Jul. 02, 2023 14,438,786        
Balance at Jul. 02, 2023 $ 144,388 39,600,085 (25,381,948) (20,849) 14,341,676
Balance (in shares) at Dec. 31, 2022 14,460,486        
Balance at Dec. 31, 2022 $ 144,605 39,726,851 (24,125,092) (40,848) 15,705,516
Share-based compensation expense   147,757     $ 147,757
Employee option exercises (in shares) 86,001       86,000
Employee option exercises $ 860 103,845   (71,090) $ 33,615
Net income (loss)     1,059,704   1,059,704
Balance (in shares) at Jul. 01, 2023 14,546,487        
Balance at Jul. 01, 2023 $ 145,465 39,978,453 (23,065,388) (111,938) 16,946,592
Balance (in shares) at Apr. 01, 2023 14,467,487        
Balance at Apr. 01, 2023 $ 144,675 39,867,507 (23,665,891) (41,638) 16,304,653
Share-based compensation expense   17,316     $ 17,316
Employee option exercises (in shares) 79,000       79,000
Employee option exercises $ 790 93,630   (70,300) $ 24,120
Net income (loss)     600,503   600,503
Balance (in shares) at Jul. 01, 2023 14,546,487        
Balance at Jul. 01, 2023 $ 145,465 $ 39,978,453 $ (23,065,388) $ (111,938) $ 16,946,592
v3.23.2
Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jul. 01, 2023
Jul. 02, 2022
Cash flows from operating activities:    
Net income (loss) $ 1,059,704 $ 874,544
Adjustments to reconcile net income to cash provided by (used in) operating activities:    
Depreciation and amortization 252,969 211,641
Share-based compensation 147,757 163,855
Changes in:    
Accounts receivable-trade (1,296,584) 333,048
Accounts receivable-other 611,028  
Inventories 62,148 (754,117)
Prepaid expenses and other current assets (77,073) (87,628)
Accounts payable 522,667 (478,973)
Accrued expenses 40,658 (438,249)
Deferred taxes 405,404 341,258
Deferred revenue (892,803)  
Net cash provided by operating activities 835,875 210,784
Cash flows from investing activities:    
Purchases of property and equipment (433,579) (291,631)
Net cash used in investing activities (433,579) (291,631)
Cash flows from financing activities:    
Proceeds from exercise of employee stock options, net of repurchases 33,615 154,724
Proceeds from issuance of common stock, net of expenses   (17,758)
Payments on note payable (21,439) (30,149)
Net cash provided by financing activities 12,176 106,817
Net increase in cash and cash equivalents 414,472 25,970
Cash and cash equivalents at beginning of period 8,266,753 5,050,312
Cash and cash equivalents at end of period 8,681,225 5,076,282
Supplemental disclosures of cash flows information:    
Cash paid for interest 2,902 4,353
Cash paid for taxes 79,456 79,456
Supplemental disclosures of non-cash activity:    
Net exercise of stock options $ 71,090 $ 18,334
v3.23.2
Note 1 - Nature of Business
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]

(1)          Nature of Business

CPS Technologies Corp. (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 (MMC’s) 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.

 

Using its proprietary MMC technology, the Company also produces light-weight armor, particularly for extreme environments and heavy ballistic threat levels.

 

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

 

 

 

v3.23.2
Note 2 - Summary of Significant Accounting Policies
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

(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 31, 2022 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 31, 2022 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.cpstechnologysolutions.com.

 

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

 

 

 

v3.23.2
Note 3 - Net Income Per Common and Common Equivalent Share
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Earnings Per Share [Text Block]

(3)         Net Income Per Common and Common Equivalent Share

Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income 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.

 

The following table presents the calculation of both basic and diluted EPS:

 

  

Three Months Ended

  

Six Months Ended

 
  

July 1,

  

July 2,

  

July 1,

  

July 2,

 
  

2023

  

2022

  

2023

  

2022

 

Basic EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 
                 

Basic EPS

 $0.04  $0.03  $0.07  $0.06 
                 

Diluted EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 

Dilutive effect of stock options

  127,959   276,821   157,637   272,452 
                 

Total Shares

  14,621,929   14,708,646   14,630,765   14,682,516 
                 

Diluted EPS

 $0.04  $0.03  $0.07  $0.06 

 

 

 

v3.23.2
Note 4 - Commitments & Contingencies
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

(4)          Commitments & Contingencies

 

Commitments

 

Leases

The Company has one real estate lease expiring in February 2026. CPS also has a few other leases for equipment which are minor in nature and are generally short-term in duration. None of these equipment leases have been capitalized as 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.

 

The real estate lease expiring in 2026 (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 March 1, 2021 based on the present value of lease payments over the lease term using the Company’s incremental borrowing rate at commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

Operating Leases

 

The Norton facility lease comprises approximately 38 thousand square feet. The lease is 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 renew the lease starting in March 2026 through February 2032. Annual rental payments range from $160 thousand to $165 thousand through maturity.

 

The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s capitalized operating lease as of July 1, 2023

 

(Dollars in Thousands)

 

July 1, 2023

 

Maturity of capitalized lease liabilities

 

Lease payments

 
     

2023

  81 

2024

  165 

2025

  165 

2026

  28 

Total undiscounted operating lease payments

 $439 

Less: Imputed interest

  (39

)

Present value of operating lease liability

 $400 

 

 

Balance Sheet Classification

    

Current lease liability

 $158 

Long-term lease liability

  242 

Total operating lease liability

 $400 
     

Other Information

    

Remaining lease term for capitalized operating lease (months)

  32 

Discount rate for capitalized operating leases

  6.6

%

 

Operating Lease Costs and Cash Flows

Operating lease cost and cash paid was $41 thousand during the second quarter of 2023 and $81 thousand for the six months ended July 1, 2023. These costs are related to its long-term operating lease. All other short-term leases were immaterial.

 

Finance Leases

The company does not have any finance leases.

 

 

 

v3.23.2
Note 5 - Share-based Payments
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

(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.

 

During the quarter ended July 1, 2023, a total of 60,000 stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended July 1, 2023, issued at a weighted average price of $2.66 per share. During the quarter ended July 2, 2022, a total of 15,000 stock options were granted to employees under the Company’s 2020 Equity Incentive Plan Stock Incentive Plan (the “Plan”) and no stock options were granted to outside directors during the quarter ended July 2, 2022, issued at a weighted average price of $4.41 per share.

 

During the three and six months ended July 1, 2023, there were 79,000 and 86,000 options exercised and corresponding shares issued at a weighted average price of $1.20 and $1.22, respectively. During the three and six months ended July 2, 2022, there were 15,300 and 88,000 options exercised and corresponding shares issued at a weighted average price of $1.44 and $1.97, respectively. 

 

During the three and six months ended July 1, 2023, the Company repurchased 24,642 and 24,927 shares, respectively, for employees to facilitate their exercise of stock options. During the three and six months ended July 2, 2022, the Company repurchased 3,143 and 3,983 shares, respectively, for employees to facilitate their exercise of stock options. 

 

There were also 754,800 shares outstanding at a weighted average price of $2.61 with a weighted average remaining term of 5.67 years as of July 1, 2023, and there were 551,000 shares exercisable at a weighted average price of $2.45 with a weighted average remaining term of 4.75 years as of July 1, 2023. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of July 1, 2023, there were 1,036,400 shares available for future grants.

 

As of July 1, 2023, there was $294 thousand of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan; that cost is expected to be recognized over a weighted average period of 1.92 years.

 

During the three and six months ended July 1, 2023, the Company recognized $17,316 and $147,757, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

 

During the three and six months ended July 2, 2022, the Company recognized $39,384 and $163,855, respectively, as shared-based compensation expense related to previously granted shares under the Plan.

 

 

 

v3.23.2
Note 6 - Inventories
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Inventory Disclosure [Text Block]

(6)          Inventories

Inventories consist of the following:

 

  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Raw materials

 $2,886,278  $2,645,442 

Work in process

  1,603,511   1,863,512 

Finished goods

  516,889   525,872 
         

Total inventory

  5,006,678   5,034,826 
         

Reserve for obsolescence

  (192,925

)

  (158,925

)

         

Inventories, net

 $4,813,753  $4,875,901 

 

v3.23.2
Note 7 - Accrued Expenses
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(7)          Accrued Expenses

Accrued expenses consist of the following:

 

  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Accrued legal and accounting

 $51,489  $35,398 

Accrued payroll and related expenses

  685,785   760,305 

Accrued other

  124,240   25,153 
         
  $861,514  $820,856 

 

 

 

v3.23.2
Note 8 - Line of Credit
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

(8)        Line of Credit

In May 2023, the Company terminated its $3.0 million revolving line of credit (LOC) with Massachusetts Business Development Corporation (BDC). A new LOC in the amount of $3.0 million was entered into with Rockland Trust Company. The LOC is secured by the accounts receivable and other assets of the Company and has an interest rate of the National Prime Rate as published by the Wall Street Journal. On July 1, 2023, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $3.0 million to have been borrowed.

 

 

 

 

v3.23.2
Note 9 - Notes Payable
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Long-Term Debt [Text Block]

(9)        Note Payable         

In March 2020, the Company acquired inspection equipment for a price of $208 thousand. The full amount was financed through a 5 year note payable with a third-party equipment finance company.   The note is collateralized by the equipment and is being paid in monthly installments of $4 thousand, consisting of principal plus interest at a rate of 6.47%.

 

The aggregate maturities of the notes payable based on the payment terms of the agreement are as follows: 

 

Remaining in:

 

Payments due by period

 

FY 2023

 $22,272 

FY 2024

 $46,757 

FY 2025

 $8,090 

Total

  77,119 

 

Total interest expense on notes payable during 2023 was $2,902.

 

 

 

v3.23.2
Note 10 - Income Taxes
6 Months Ended
Jul. 01, 2023
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

(10)         Income Taxes

For the three and six months ended July 1, 2023 there were charges against the deferred tax asset of $179 and $405, respectively.

 

v3.23.2
Note 3 - Net Income Per Common and Common Equivalent Share (Tables)
6 Months Ended
Jul. 01, 2023
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 
  

July 1,

  

July 2,

  

July 1,

  

July 2,

 
  

2023

  

2022

  

2023

  

2022

 

Basic EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 
                 

Basic EPS

 $0.04  $0.03  $0.07  $0.06 
                 

Diluted EPS Computation:

                

Numerator:

                

Net income (loss)

 $600,503  $455,108  $1,059,704  $874,544 
                 

Denominator:

                

Weighted average

                

Common shares

                

Outstanding

  14,493,970   14,431,825   14,473,128   14,410,064 

Dilutive effect of stock options

  127,959   276,821   157,637   272,452 
                 

Total Shares

  14,621,929   14,708,646   14,630,765   14,682,516 
                 

Diluted EPS

 $0.04  $0.03  $0.07  $0.06 
v3.23.2
Note 4 - Commitments & Contingencies (Tables)
6 Months Ended
Jul. 01, 2023
Notes Tables  
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

(Dollars in Thousands)

 

July 1, 2023

 

Maturity of capitalized lease liabilities

 

Lease payments

 
     

2023

  81 

2024

  165 

2025

  165 

2026

  28 

Total undiscounted operating lease payments

 $439 

Less: Imputed interest

  (39

)

Present value of operating lease liability

 $400 

Balance Sheet Classification

    

Current lease liability

 $158 

Long-term lease liability

  242 

Total operating lease liability

 $400 
     

Other Information

    

Remaining lease term for capitalized operating lease (months)

  32 

Discount rate for capitalized operating leases

  6.6

%

v3.23.2
Note 6 - Inventories (Tables)
6 Months Ended
Jul. 01, 2023
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Raw materials

 $2,886,278  $2,645,442 

Work in process

  1,603,511   1,863,512 

Finished goods

  516,889   525,872 
         

Total inventory

  5,006,678   5,034,826 
         

Reserve for obsolescence

  (192,925

)

  (158,925

)

         

Inventories, net

 $4,813,753  $4,875,901 
v3.23.2
Note 7 - Accrued Expenses (Tables)
6 Months Ended
Jul. 01, 2023
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
  

July 1,

  

December 31,

 
  

2023

  

2022

 
         

Accrued legal and accounting

 $51,489  $35,398 

Accrued payroll and related expenses

  685,785   760,305 

Accrued other

  124,240   25,153 
         
  $861,514  $820,856 
v3.23.2
Note 9 - Notes Payable (Tables)
6 Months Ended
Jul. 01, 2023
Notes Tables  
Schedule of Maturities of Long-Term Debt [Table Text Block]

Remaining in:

 

Payments due by period

 

FY 2023

 $22,272 

FY 2024

 $46,757 

FY 2025

 $8,090 

Total

  77,119 
v3.23.2
Note 3 - Net Income Per Common and Common Equivalent Share - Basic and Diluted Earnings Per Share (Details) - USD ($)
3 Months Ended 6 Months Ended
Jul. 01, 2023
Jul. 02, 2022
Jul. 02, 2023
Jul. 01, 2023
Jul. 02, 2022
Basic EPS Computation:          
Net income (loss) $ 600,503 $ 455,108 $ 874,544 $ 1,059,704 $ 874,544
Weighted average common shares outstanding (in shares) 14,493,970 14,431,825   14,473,128 14,410,064
Basic EPS (in dollars per share) $ 0.04 $ 0.03   $ 0.07 $ 0.06
Diluted EPS Computation:          
Net income (loss) $ 600,503 $ 455,108 $ 874,544 $ 1,059,704 $ 874,544
Weighted average common shares outstanding (in shares) 14,493,970 14,431,825   14,473,128 14,410,064
Dilutive effect of stock options (in shares) 127,959 276,821   157,637 272,452
Total Shares (in shares) 14,621,929 14,708,646   14,630,765 14,682,516
Diluted EPS (in dollars per share) $ 0.04 $ 0.03   $ 0.07 $ 0.06
v3.23.2
Note 4 - Commitments & Contingencies (Details Textual)
ft² in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 01, 2023
USD ($)
ft²
Jul. 01, 2023
USD ($)
ft²
Area of Real Estate Property (Square Foot) | ft² 38 38
Norton Facility [Member]    
Operating Lease, Expense $ 41 $ 81
Minimum [Member]    
Lessee, Operating Lease, Annual Rent Payments   160
Maximum [Member]    
Lessee, Operating Lease, Annual Rent Payments   $ 165
v3.23.2
Note 4 - Commitments & Contingencies - Maturity of Capitalized Lease Liabilities (Details) - USD ($)
Jul. 01, 2023
Dec. 31, 2022
2023 $ 81,000  
2024 165,000  
2025 165,000  
2026 28,000  
Total undiscounted operating lease payments 439,000  
Less: Imputed interest (39,000)  
Present value of operating lease liability 400,000  
Current lease liability 158,000 $ 157,000
Long-term lease liability 242,000 $ 309,000
Total operating lease liability $ 400,000  
Remaining lease term for capitalized operating lease (months) (Year) 32 years  
Discount rate for capitalized operating leases 6.60%  
v3.23.2
Note 5 - Share-based Payments (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jul. 01, 2023
Jul. 02, 2022
Jul. 01, 2023
Jul. 02, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) 79,000 15,300 86,000 88,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) $ 2.66 $ 4.41    
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in dollars per share) $ 1.20 $ 1.44 $ 1.22 $ 1.97
Stock Repurchased During Period, Shares (in shares) 24,642 3,143 24,927 3,983
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) 754,800   754,800  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in dollars per share) $ 2.61   $ 2.61  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year)     5 years 8 months 1 day  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) 551,000   551,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in dollars per share) $ 2.45   $ 2.45  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term (Year)     4 years 9 months  
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) 1,500,000   1,500,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) 1,036,400   1,036,400  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 294   $ 294  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)     1 year 11 months 1 day  
Share-Based Payment Arrangement, Expensed and Capitalized, Amount $ 17,316 $ 39,384 $ 147,757 $ 163,855
Employees [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) 60,000      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) 0 15,000    
Outside Directors [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)   0    
v3.23.2
Note 6 - Inventories - Inventories (Details) - USD ($)
Jul. 01, 2023
Dec. 31, 2022
Raw materials $ 2,886,278 $ 2,645,442
Work in process 1,603,511 1,863,512
Finished goods 516,889 525,872
Total inventory 5,006,678 5,034,826
Reserve for obsolescence (192,925) (158,925)
Inventories, net $ 4,813,753 $ 4,875,901
v3.23.2
Note 7 - Accrued Expenses - Accrued Expenses (Details) - USD ($)
Jul. 01, 2023
Dec. 31, 2022
Accrued legal and accounting $ 51,489 $ 35,398
Accrued payroll and related expenses 685,785 760,305
Accrued other 124,240 25,153
Accounts Payable and Accrued Liabilities, Current $ 861,514 $ 820,856
v3.23.2
Note 8 - Line of Credit (Details Textual) - Revolving Credit Facility [Member] - USD ($)
$ in Thousands
Jul. 01, 2023
May 01, 2023
May 31, 2020
Massachusetts Business Development Corporation [Member]      
Line of Credit Facility, Maximum Borrowing Capacity     $ 3,000
Long-term Line of Credit, Total $ 0    
Line of Credit Facility, Remaining Borrowing Capacity $ 3,000    
Rockland Trust Company [Member]      
Line of Credit Facility, Maximum Borrowing Capacity   $ 3,000  
v3.23.2
Note 9 - Notes Payable (Details Textual) - USD ($)
1 Months Ended 3 Months Ended
Sep. 30, 2019
Mar. 31, 2020
Jul. 01, 2023
Dec. 31, 2022
Property, Plant and Equipment, Gross, Ending Balance     $ 12,967,032 $ 12,708,959
Interest Expense, Debt     $ 2,902  
Massachusetts Business Development Corporation [Member] | Revolving Credit Facility [Member]        
Debt Instrument, Termination Period (Year) 3 years      
Microscope Note Payable [Member]        
Debt Instrument, Term (Year)   5 years    
Debt Instrument, Periodic Payment, Total   $ 4,000    
Debt Instrument, Interest Rate, Stated Percentage   6.47%    
Sonoscan Ultrasound Microscope [Member]        
Property, Plant and Equipment, Gross, Ending Balance   $ 208,000    
v3.23.2
Note 9 - Note Payable - Note Payable Maturities (Details)
Jul. 01, 2023
USD ($)
FY 2023 $ 22,272
FY 2024 46,757
FY 2025 8,090
Total $ 77,119
v3.23.2
Note 10 - Income Taxes (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jul. 01, 2023
Jul. 01, 2023
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount $ 179 $ 405

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