CPS TECHNOLOGIES CORP/DE/ 10-Q

ITEM 1 FINANCIAL STATEMENTS (Unaudited) CPS TECHNOLOGIES CORP. Balance Sheets (Unaudited) September 28, December 30, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 4,689,004 $ 8,813,626 Marketable securities, at fair value 1,020,952 – Accounts receivable-trade, net 3,654,549 4,389,155 Accounts receivable-other 362,312 83,191 Inventories, net 4,433,412 4,581,930 Prepaid expenses and other current assets 506,126 276,349 Total current assets 14,666,355 18,144,251 Property and equipment: Production equipment 9,953,702 11,271,982 Furniture and office equipment 891,921 952,883 Leasehold improvements 988,804 985,649 Total cost 11,834,427 13,210,514 Accumulated depreciation and amortization ( 10,200,302 ) ( 11,936,004 ) Construction in progress 448,184 281,629 Net property and equipment 2,082,309 1,556,139 Right-of-use lease asset 224,000 332,000 Deferred taxes, net 2,249,985 1,569,726 Total assets $ 19,222,649 $ 21,602,116 See accompanying notes to financial statements. (continued) CPS TECHNOLOGIES CORP. Balance Sheets (Unaudited) (concluded) September 28, December 30, 2024 2023 LIABILITIES AND STOCKHOLDERS` EQUITY Current liabilities: Note payable, current portion $ 20,103 $ 46,797 Accounts payable 2,497,055 2,535,086 Accrued expenses 840,757 1,075,137 Deferred revenue 160,412 251,755 Lease liability, current portion 160,000 160,000 Total current liabilities 3,678,327 4,068,775 Note payable less current portion – 8,090 Deferred revenue – long term 31,277 31,277 Long term lease liability 64,000 172,000 Total liabilities 3,773,604 4,280,142 Commitments and contingencies (note 7) Stockholders` equity: Common stock, $ 0.01 par value, authorized 20,000,000 shares; issued 14,661,487 shares; outstanding 14,525,960 shares at September 28, 2024 and issued 14,601,487 shares; outstanding 14,519,215 shares at December 30, 2023 146,615 146,015 Preferred stock, no shares issued or outstanding – – Additional paid-in capital 40,520,215 40,180,893 Accumulated other comprehensive income 17,446 – Accumulated deficit ( 24,895,093 ) ( 22,754,796 ) Less cost of 135,527 common shares repurchased at September 28, 2024 and 82,272 common shares repurchased at December 30, 2023 ( 340,138 ) ( 250,138 ) Total stockholders` equity 15,449,045 17,321,974 Total liabilities and stockholders` equity $ 19,222,649 $ 21,602,116 See accompanying notes to financial statements. CPS TECHNOLOGIES CORP. Statements of Operations and Other Comprehensive Income (Unaudited) Three Months Ended Nine Months Ended September 28, September 30, September 28, September 30, 2024 2023 2024 2023 Revenues: Product sales $ 4,247,116 $ 6,285,041 $ 15,190,063 $ 20,803,447 Total revenues 4,247,116 6,285,041 15,190,063 20,803,447 Cost of product sales 4,770,548 5,049,177 15,037,177 15,126,621 Gross profit (loss) ( 523,432 ) 1,235,864 152,886 5,676,826 Selling, general, and administrative expense 963,064 1,105,227 3,214,831 4,121,099 Income (loss) from operations ( 1,486,496 ) 130,637 ( 3,061,945 ) 1,555,727 Interest income (expense), net 71,650 78,181 241,686 176,325 Other income (expense), net ( 676 ) ( 1,228 ) 159 ( 4,130 ) Net income (loss) before income tax ( 1,415,522 ) 207,590 ( 2,820,100 ) 1,727,922 Income tax provision (benefit) ( 372,683 ) 36,509 ( 679,803 ) 497,137 Net income (loss) $ ( 1,042,839 ) $ 171,081 $ ( 2,140,297 ) $ 1,230,785 Other comprehensive income Net unrealized gains on available for sale securities 8,745 – 17,446 – Total other comprehensive income 8,745 – 17,446 – Total comprehensive income (loss) $ ( 1,034,094 ) $ 171,081 $ ( 2,122,851 ) $ 1,230,785 Net income (loss) per basic common share $ ( 0.07 ) $ 0.01 $ ( 0.15 ) $ 0.08 Weighted average number of basic common shares outstanding 14,525,664 14,517,364 14,521,365 14,487,873 Net income (loss) per diluted common share $ ( 0.07 ) $ 0.01 $ ( 0.15 ) $ 0.08 Weighted average number of diluted common shares outstanding 14,525,664 14,636,241 14,521,365 14,632,591 See accompanying notes to financial statements. CPS TECHNOLOGIES CORP. STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 28, 2024 AND SEPTEMBER 30, 2023 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive income Accumulated deficit Stock repurchased Total stockholders’ equity Balance at June 29, 2024 14,601,487 $ 146,015 $ 40,386,335 $ 8,701 $ ( 23,852,254 ) $ ( 250,138 ) $ 16,438,659 Share-based compensation expense – – 44,480 – – – 44,480 Employee option exercises 60,000 600 89,400 -- -- ( 90,000 ) – Other comprehensive income – – – 8,745 – – 8,745 Net loss – – – – ( 1,042,839 ) – ( 1,042,839 ) Balance at September 28, 2024 14,661,487 $ 146,615 $ 40,520,215 $ 17,446 $ ( 24,895,093 ) $ ( 340,138 ) $ 15,449,045 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated other comprehensive income Accumulated deficit Stock repurchased Total stockholders’ equity Balance at December 30, 2023 14,601,487 $ 146,015 $ 40,180,893 $ – $ ( 22,754,796 ) $ ( 250,138 ) $ 17,321,974 Share-based compensation expense – – 249,922 – – – 249,922 Employee option exercises 60,000 600 89,400 -- -- ( 90,000 ) – Other comprehensive income – – – 17,446 – – 17,446 Net loss – – – – ( 2,140,297 ) – ( 2,140,297 ) Balance at September 28, 2024 14,661,487 $ 146,615 $ 40,520,215 $ 17,446 $ ( 24,895,093 ) $ ( 340,138 ) $ 15,449,045 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated deficit Stock repurchased Total stockholders' equity Balance at July 1, 2023 14,546,487 $ 145,465 $ 39,978,453 $ ( 23,065,388 ) $ ( 111,938 ) $ 16,946,592 Share-based compensation expense - - 27,941 - - 27,941 Employee option exercises 55,000 550 145,400 - ( 138,200 ) 7,750 Net income - - - 171,081 - 171,081 Balance at September 30, 2023 14,601,487 $ 146,015 $ 40,151,794 $ ( 22,894,307 ) $ ( 250,138 ) $ 17,153,364 Common Stock Number of shares issued Par Value Additional paid-in capital Accumulated deficit Stock repurchased Total stockholders' 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 - - 175,698 - - 175,698 Employee options exercised 141,001 1,410 249,245 - ( 209,290 ) 41,365 Net income - - - 1,230,785 - 1,230,785 Balance at September 30, 2023 14,601,487 $ 146,015 $ 40,151,794 $ ( 22,894,307 ) $ ( 250,138 ) $ 17,153,364 See accompanying notes to financial statements. CPS TECHNOLOGIES CORP. Statements of Cash Flows (Unaudited) Nine Months Ended September 28, September 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 2,140,297 ) $ 1,230,785 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation and amortization 369,698 363,308 Share-based compensation 249,922 175,698 Deferred taxes ( 680,259 ) 423,969 Changes in: Accounts receivable-trade 734,606 ( 1,228,476 ) Accounts receivable-other ( 279,122 ) 668,625 Inventories 148,518 47,944 Prepaid expenses and other current assets ( 145,063 ) ( 126,234 ) Accounts payable ( 38,030 ) 314,262 Accrued expenses ( 234,379 ) 246,437 Deferred revenue ( 91,343 ) ( 1,045,785 ) Net cash provided by (used in) operating activities ( 2,105,749 ) 1,070,533 Cash flows from investing activities: Purchases of property and equipment ( 895,868 ) ( 567,349 ) Purchase of marketable securities ( 1,003,506 ) – Net cash used in investing activities ( 1,899,374 ) ( 567,349 ) Cash flows from financing activities: Proceeds from exercise of employee stock options, net of repurchases – 41,365 Payments on note payable ( 34,784 ) ( 32,446 ) Net cash provided by (used in) financing activities ( 34,784 ) 8,919 Net increase (decrease) in cash and cash equivalents ( 4,039,907 ) 512,103 Cash and cash equivalents at beginning of period 8,813,626 8,266,753 Cash, cash equivalents and restricted cash at end of period $ 4,773,719 $ 8,778,856 Less: Restricted cash at end of period 84,715 – Cash and cash equivalents at end of period $ 4,689,004 $ 8,778,856 Supplemental disclosures of cash flows information: Cash paid for income taxes 432 109,456 Cash paid for interest 1,917 4,130 Supplemental disclosures of non-cash activity: Share repurchases as a reduction of stock option exercise proceeds 90,000 209,290 See accompanying notes to financial statements. CPS TECHNOLOGIES CORP. Notes to Financial Statements (Unaudited) ( 1 ) Nature of Business CPS Technologies Corporation (the “Company” or “CPS”) provides advanced material solutions to the electronics, power generation, automotive and other industries. The Company’s primary advanced material solution is metal-matrix composites which are a combination of metal and ceramic. CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc. Using its proprietary MMC technology, the Company also produces light-weight armor, particularly for extreme environments and heavy threat levels. The Company also engages in research and development, in some cases government funded and in others internally funded, focused on developing new products in response to customer requirements. These products expand our offerings in existing markets and enable penetration into new markets. The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and defense 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 30, 2023 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 30, 2023 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) Cash, Cash Equivalents and Restricted Cash Our cash and cash equivalents are carried at fair value and consist primarily of cash, money market funds, cash deposits with commercial banks, U.S. government bonds and notes, and highly rated direct short-term instruments with an original maturity of 90 days or less. The Company has a restricted cash account in the amount of $ 84,715 , as of September 28, 2024 to cover an open letter of credit for overseas purchases. Upon presentation of documents evidencing shipment of these goods, the issuing bank will draw on this account and make payment to the vendor. There was no restricted cash as of December 30, 2023. September 28, 2024 December 30, 2023 Cash and cash equivalents $ 4,689,004 – Restricted cash 1 $ 84,715 – Total cash, cash equivalents and restricted cash $ 4,773,719 – (1) Recognized in prepaid expenses and other current assets on our Balance Sheet. (4) Marketable Securities Investments consist of U.S. Treasury Bills with maturities up to one year. Since it is not currently managements intention to hold these debt securities until the maturity dates, these have been classified as available-for-sale (“AFS”) and are recorded on the balance sheet at fair value, with changes in fair value recorded as a component of other comprehensive income. (5) Fair value of Marketable Securities ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. CPS’ marketable securities consist solely of US Government bonds with a maturity of 12 months or less and which fall under Level II of the fair value hierarchy. The fair value of these bonds as of September 28, 2024 was $ 1,020,952 . CPS held no investments in marketable securities as of December 30, 2023. September 28, 2024 December 30, 2023 Cost basis $ 1,003,506 – Unrealized gain $ 17,446 – Total fair value $ 1,020,952 – (6) 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. Had there been a profit in Q3 2024, the dilutive effect would have been 1,471 shares. The following table presents the calculation of both basic and diluted EPS: Three Months Ended Nine Months Ended September 28, September 30, September 28, September 30, 2024 2023 2024 2023 Basic EPS Computation: Numerator: Net income (loss) $ ( 1,042,839 ) $ 171,081 $ ( 2,140,297 ) $ 1,230,785 Denominator: Weighted average Common shares Outstanding 14,525,664 14,517,364 14,521,365 14,487,873 Basic EPS $ ( 0.07 ) $ 0.01 $ ( 0.15 ) $ 0.08 Diluted EPS Computation: Numerator: Net income (loss) $ ( 1,042,839 ) $ 171,081 $ ( 2,140,297 ) $ 1,230,785 Denominator: Weighted average Common shares Outstanding 14,525,664 14,517,364 14,521,365 14,487,873 Dilutive effect of stock options – 118,877 – 144,718 Total Shares 14,525,664 14,636,241 14,521,365 14,632,591 Diluted EPS $ ( 0.07 ) $ 0.01 $ ( 0.15 ) $ 0.08 (7) Commitments & Contingencies Commitments Operating 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 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. 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 September 28, 2024: (Dollars in Thousands) Maturity of capitalized lease liabilities Lease payments 2024 $ 41 2025 165 2026 28 Total undiscounted operating lease payments $ 234 Less: Imputed interest ( 10 ) Present value of operating lease liability $ 224 Balance Sheet Classification Current lease liability $ 160 Long-term lease liability 64 Total operating lease liability $ 224 Other Information Remaining lease term for capitalized operating lease (months) 17 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 third quarter of 2024 and $ 123 thousand for the nine months ended September 28, 2024. 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. ( 8 ) 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 September 28, 2024, no 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 September 28, 2024 . During the quarter ended September 30, 2023, a total of 229,500 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 September 30, 2023 . During the three and nine months ended September 28, 2024, there were 60,000 options exercised and corresponding shares issued at a weighted average price of $ 1.50 . During the three and nine months ended September 28, 2024, 53,100 and 69,200 options were forfeited, respectively, and none expired. During the three and nine months ended September 30, 2023, there were 55,000 and 141,001 options exercised and corresponding shares issued at a weighted average price of $ 2.65 and $ 1.78 , respectively. During the three and nine months ended September 30, 2023, 27,400 and 233,000 options were forfeited and none and 25,000 expired, respectively. During the three and nine months ended September 28, 2024, the Company repurchased 53,255 shares for employees to facilitate their exercise of stock options. During the three and nine months ended September 30, 2023, the Company repurchased 47,329 and 72,256 shares, respectively, for employees to facilitate their exercise of stock options. There were also 984,800 options outstanding at a weighted average price of $ 2.68 with a weighted average remaining term of 6.73 years as of September 28, 2024, and there were 543,800 options exercisable at a weighted average price of $ 2.58 with a weighted average remaining term of 5.13 years as of September 28, 2024. The Plan, as amended, is authorized to issue 1,500,000 shares of common stock. As of September 28, 2024, there were 626,400 shares available for future grants under the 2020 Plan and 248,400 shares outstanding under the 2009 Plan. As of September 28, 2024, there was $ 604 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 3.15 years. During the three and nine months ended September 28, 2024, the Company recognized $ 44,480 and $ 249,922 , respectively, as shared-based compensation expense related to previously granted shares under the Plan. These amounts are included as a component of selling, general and administrative expenses in the statement of operations. During the three and nine months ended September 30, 2023, the Company recognized $ 27,941 and $ 175,698 , respectively, as shared-based compensation expense related to previously granted shares under the Plan. These amounts are included as a component of selling, general and administrative expenses in the statement of operations. ( 9 ) Inventories Inventories consist of the following: September 28, December 30, 2024 2023 Raw materials $ 2,660,125 $ 2,861,333 Work in process 1,861,794 1,493,582 Finished goods 423,453 537,975 Total inventory 4,945,372 4,892,890 Reserve for obsolescence ( 511,960 ) ( 310,960 ) Inventories, net $ 4,433,412 $ 4,581,930 ( 10 ) Accrued Expenses Accrued expenses consist of the following: September 28, December 30, 2024 2023 Accrued legal and accounting $ 80,796 $ 86,000 Accrued payroll and related expenses 402,118 649,201 Accrued product returns 288,000 288,000 Accrued other 69,843 51,936 $ 840,757 $ 1,075,137 ( 11 ) 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 ( 8.0 % at September 28, 2024) . On September 28, 2024, the Company had $ 0 of borrowings under this LOC and its borrowing base at the time, consisting of eligible accounts receivable, would have permitted an additional $ 2.9 million to have been borrowed. The line of credit remains in effect and has been extended to August 5, 2025. ( 12 ) 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 2024 $ 12,013 FY 2025 $ 8,090 Total 20,103 Total interest expense on notes payable during 2024 was $ 1,917 . ( 13 ) Income Taxes A valuation allowance against deferred tax assets is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. Management has determined that a valuation allowance is not needed as it expects that the deferred tax asset will be fully utilized. For the three and nine months ended September 28, 2024 the deferred tax asset was increased $ 372,683 and $ 680,259 for the estimated tax benefit on Q3 and year to date net losses, respectively. ITEM 2 MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the financial statements of the Company and notes thereto included in this report and the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 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 Russian invasion of Ukraine, the ongoing conflict in Gaza and Lebanon and other conflicts and potential conflicts throughout the world. It also includes the impact of a strong dollar on the prices the Company charges to foreign customers, 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 30, 2023, 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 30, 2023. 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. In addition the Company engages in research and development activities with the goal of developing new products that address challenging customer requirements. These activities typically leverage the company’s extensive knowledge base in the development and volume manufacturing of advanced materials. 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 Corp. Results of Operations for the Third Fiscal Quarter of 2024 (Q3 2024) Compared to the Third Fiscal Quarter of 2023 (Q3 2023); (all $ in 000 ’ s) Revenues totaled $4,247 in Q3 2024 compared with $6,285 generated in Q3 2023, a decrease of 32%. This decrease was mainly due to the completion of the armor contract for the US Navy in Q2 2024 as compared to 2023. In addition, one of the Company’s major customers in 2023 significantly reduced their purchases in Q3 2024 due to their having excess inventory that they are in the process of working down. Gross loss in Q3 2024 totaled $523 or -12% of sales. This compares with gross profit in Q3 2023 of $1,236 or 20% of sales. This percentage decrease was mainly due to the impact of fixed costs on significantly lower revenues. In addition, CPS opened a third shift effective the last week of August. During Q3 those folks were added to payroll and came in during the first shift to work alongside our experienced operators for training, which added to the overall cost of goods sold for the quarter. Selling, general and administrative (SG&A) expenses totaled $963 in Q3 2024 compared with SG&A expenses of $1,105 in Q3 2023, a 13% reduction year over year. This decrease was primarily due to the reduction in variable compensation as a result of weaker results from operations in Q3 2024 as compared to Q3 2023. In addition, new hires in 2023 resulted in increased payroll taxes and some overlap in the same position (duplicate salaries) in Q3 2023. The Company experienced an operating loss of $1,486 in Q3 2024 compared with an operating profit of $131 in Q3 2023. This decrease was a result of the decreased gross margin, partially offset by the decrease in SG&A expenses. The net loss for Q3 2024 was $1,043 compared to a net profit in Q3 2023 of $171. Results of Operations for the First Nine Months of 2024 Compared to the First Nine Months of 2023 (all $ in 000s) Total revenue was $15,190 in the first nine months of 2024, a 27% decrease compared with total revenue of $20,803 in the first nine months of 2023. This decrease was mainly due to the completion of our armor order for the US Navy in 2024 as compared to 2023. In addition, one of the Company’s major customers in 2023 significantly reduced their purchases during 2024 due to their having excess inventory that they are in the process of working down. Gross margin in the first nine months of 2024 totaled $153 or 2% of sales. In the first nine months of 2023 gross margin totaled $5,677 or 27% of sales. This decrease was due to the decrease in revenue and the decreased coverage of our fixed costs, as well as the increased costs incurred by the training incurred during Q3 for the addition of the third shift. Selling, general and administrative (SG&A) expenses were $3,215 during the first nine months of 2024, down 22% compared with SG&A expenses of $4,121 in the first nine months of 2023. Decreased variable compensation accruals due to lower 2024 profitability as well as a further reduction in selling and administrative payroll expense. During the first nine months of 2024, the Company had net interest income of $242. This compares with interest income of $176 realized during the first nine months of 2023. The increase in interest income is primarily due to higher interest rates. In the first nine months of 2024 the Company had an operating loss of $3,062 compared with operating income $1,556 in the same period last year. The net loss for the first nine months of 2024 totaled $2,140 versus net income of $1,231 in the first nine months of 2023. CPS does not rely on raw materials from Ukraine, Russia, Israel, Lebanon or Gaza. As a result, we do not believe that the Russian invasion of Ukraine or the conflict surrounding Israel 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 these conflicts. 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. Further, several of our larger customers buy from our major competitor in Japan. The devaluation of the Japanese yen related to the US dollar has made it more difficult for us to increase our prices in an amount necessary to fully make up for higher costs. These factors combine to create a higher degree of uncertainty regarding future financial performance. Liquidity and Capital Resources (all $ in 000 ’ s unless noted) The Company’s liquid assets at September 28, 2024 consist of cash and cash equivalents of $4,689, restricted cash of $85 and marketable debt securities with a fair value of $1,021. This compares to cash and cash equivalents at December 30, 2023 of $8,814 and no restricted cash or marketable debt securities held at December 30, 2023. The decrease in cash was due primarily to a decrease in working capital, higher expenditures for capital equipment acquired to improve future performance as well as the operating losses incurred in 2024. Accounts receivable at September 28, 2024 totaled $4,017 compared with $4,472 at December 30, 2023. Days Sales Outstanding (DSO) increased from 60 days at the end of 2023 to 78 days (calculated based on trade receivables only) at the end of Q3 2024. The increase in DSO was due to several large payments due at the end of Q3 2024 being delayed to the beginning of Q4 2024, as well as significantly higher sales volumes at the end of Q3 2024 as compared to the beginning of Q3 2024. The accounts receivable balances at December 30, 2023, and September 28, 2024 were both net of an allowance for doubtful accounts of $10. Inventories totaled $4,433 at September 28, 2024 compared with inventory totaling $4,582 at December 30, 2023. The inventory turnover in the most recent four quarters ending Q3 2024 was 4.6 times (based on a 5 quarter end average) compared with 4.3 times averaged during the four quarters of 2023. The Company expects it will continue to be able to fund its operations for the remainder of 2024 and 2025 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 000 ’ s 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 September 28, 2024, the Company had $0 of borrowings under this LOC and its borrowing base at the time would have permitted an additional $2.9 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 7, Leases)