UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 15, 2018
CyberOptics Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 0-16577 | 41-1472057 | ||||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||||
5900 Golden Hills Drive Minneapolis, Minnesota |
|
|
55416 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||||
(763)-542-5000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
| (a) | On February 20, 2018, CyberOptics Corporation (the “Company”) issued a press release providing information regarding its results of operations and financial condition for the quarter and year ended December 31, 2017. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1. |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (b) | On February 15, 2018, Alex Cimochowski informed the Board of Directors of the Company of his decision not to stand for re-election as a director at the Company's 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting’). Mr. Cimochowski will therefore retire from the Board of Directors effective upon the expiration of his current term at the 2018 Annual Meeting. Mr. Cimochowski’s decision to retire is not due to any disagreement with the Company on any matter related to its operations, policies or practices. A press release issued by the Company on February 20, 2018 announcing Mr. Cimochowski’s decision not to stand for re-election to the Company’s Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.2. |
Item 8. Other Events
| (c) | On February 15, 2018, the Board of Directors of the Company nominated Dr. Vivek Mohindra to stand for election as a director at its 2018 Annual Meeting. Dr. Mohindra is currently a General Partner of New Science Ventures, LLC, a venture capital firm investing in technology companies, a position he has held since April 2013. He joined NSV from TPG Capital where he was an Operating Group Partner working with portfolio companies on strategy, growth and operational issues, and with deal teams on due diligence. Prior to TPG Capital, Vivek served as Senior Vice President of Strategy and Business Transformation for Freescale Semiconductor and held several senior executive roles in Dell’s Product Group, Marketing division and as Vice President/General Manager of Dell’s North America Small and Medium Business Group. Vivek joined Dell from McKinsey & Company where he was a Partner and co–leader of McKinsey’s global Semiconductor practice, as well as its Asian High Tech & Telecoms practices. Dr. Mohindra presently serves on the Board of Directors of GlobalFoundries and several other private companies. Dr. Mohindra received an MBA and a PhD in Chemical Engineering from the Massachusetts Institute of Technology, as well as a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Roorkee. A press release issued by the Company on February 20, 2018 announcing the nomination of Dr. Mohindra for election to the Company’s Board of Directors at the 2018 Annual Meeting is attached to this Current Report on Form 8-K as Exhibit 99.2 |
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release Dated February 20, 2018.
Exhibit 99.2 Press Release Dated February 20, 2018
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 20, 2018 | CyberOptics Corporation | |
| By: | /s/ Jeffrey Bertelsen | |
| Chief Financial Officer and Secretary | ||
Exhibit 99.1
CyberOptics Reports Fourth Quarter Operating Results
Minneapolis, MN—February 20, 2018—CyberOptics Corporation (Nasdaq: CYBE) today reported operating results for the fourth quarter of 2017 ended December 31.
Fourth quarter sales, which were modestly above the previously-issued guidance for this period, totaled $13.2 million, compared to $13.5 million in the fourth quarter of 2016. CyberOptics also reported earnings of $503,000 or $0.07 per share, which included a $414,000 income tax benefit related to recent changes in federal income tax law. Earnings of $6.1 million or $0.85 per share were reported in the fourth quarter of 2016, which included a $5.3 million non-cash income tax benefit from the reversal of the valuation allowance for deferred income taxes.
For full-year 2017, CyberOptics reported sales of $53.3 million, compared to $66.2 million in 2016. Earnings for the year came to $1.3 million or $0.19 per share, compared to $11.6 million or $1.64 per share in 2016.
CyberOptics’ fourth quarter performance benefited from strongly higher sales of OEM sensors, including 3D MRS-enabled products, and WaferSense products for the semiconductor industry. Sales of all 3D MRS-based products increased 59% year-over-year to $3.8 million in the fourth quarter of 2017. For the year, total MRS-based revenues rose 17% to $14.3 million. However, the underlying growth rate was 88%, absent $4.7 million of SQ3000 sales to one customer in 2016.
Sensor sales increased 25% year-over-year to $3.5 million in the fourth quarter, paced by higher volumes of 3D MRS-enabled sensors and legacy 2D products. Fourth quarter sales of 3D MRS sensors to KLA-Tencor and Nordson YESTECH, our principal OEM customers for these products, increased by approximately 100% year-over-year. With demonstrations underway of its MRS-enabled mid-end semiconductor inspection capability, the company believes initial sales of these sensors are possible during the second half of 2018.
Sales of SMT inspection systems declined 31% year-over-year to $4.6 million in the fourth quarter of 2017. Reduced demand for legacy 2D products more than offset solidly higher sales of SQ3000 3D AOI systems, which increased nearly 70% year-over-year to $2.7 million in the fourth quarter. During this period, CyberOptics added six new SQ3000 customers as more manufacturers are recognizing the competitive advantages of this important inspection technology. For the year, 24 new SQ3000 customers were added, nearly double the number of new customers in 2016.
Sales of semiconductor sensors, principally the WaferSense product line, increased 29% year-over-year to $3.4 million in the fourth quarter, reflecting favorable industry conditions and the steadily growing traction these productivity enhancement tools are gaining in the semiconductor industry. Sales of general-purpose metrology products increased 26% year-over-year to $1.7 million in the fourth quarter, driven by legacy scanning products and services. Prospective metrology customers are showing interest in the recently introduced SQ3000 3DCMM (Coordinate Measurement) system that has a significant speed advantage over traditional CMM’s. This 3D MRS-based system incorporates the SQ3000’s AOI inspection capabilities with some of the metrology functionality of the CyberGage360 Scanning System, but with greater resolution and measurement performance. CyberOptics believes that general-purpose metrology is an attractive market for its products.
Dr. Subodh Kulkarni, president and chief executive officer, commented: “We are very optimistic about the future prospects of our 3D MRS technology, particularly in the areas of inspection and metrology for mid-end semiconductor and advanced packaging applications and inspection of complex electronics in areas such as automotive and mobile devices. As discussed previously, we have started to make incremental additions to our sales team and will continue to enhance our global sales channels.”
He continued: “CyberOptics ended the fourth quarter of 2017 with an order backlog of $11.4 million, up modestly from the level at the end of the third quarter. Sales of $12.5 - $13.5 million are currently forecasted for the first quarter of 2018 ending March 31.”
Kulkarni added: “We are very optimistic about CyberOptics’ future. Our positive outlook reflects the competitive advantages of our suite of MRS-enabled sensors and inspection systems, the potential for incremental revenue from mid-end semiconductor inspection, and the steadily growing acceptance of our WaferSense products.”
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high precision sensing technology solutions. CyberOptics’ sensors are used in surface mount technology (SMT), semiconductor and metrology markets to significantly improve yields and productivity. By leveraging its leading edge technologies, the company has strategically established itself as a global leader in high precision 3D sensors, allowing CyberOptics to further increase its penetration of key vertical markets. Headquartered in Minneapolis, Minnesota, CyberOptics conducts worldwide operations through its facilities in North America, Asia and Europe.
| Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: market conditions in the global SMT and semiconductor capital equipment industries; the timing of orders and shipments of our products, particularly our 3D MRS-enabled AOI systems; increasing price competition and price pressure on our product sales, particularly our SMT systems; the level of orders from our OEM customers; the availability of parts required to meet customer orders; unanticipated product development challenges; the effect of world events on our sales, the majority of which are from foreign customers; rapid changes in technology in the electronics markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives; the success of CyberGage360; and other factors set forth in the Company’s filings with the Securities and Exchange Commission. |
# # #
For additional information, contact:
Jeffrey A. Bertelsen, Chief Financial Officer
763/542-5000
Fourth Quarter Conference Call and Replay
CyberOptics will review its fourth quarter operating results in a conference call at 4:30 PM Eastern today. Investors can access this call toll-free at 888-394-8218 prior to the start of the call by providing the conference ID: 2186928. Investors also can listen to a live webcast through the investor relations section of the CyberOptics website, www.cyberoptics.com. The webcast will be archived for 30 days. A replay of the fourth quarter conference call, available one hour after the call, can be accessed by dialing 888-203-1112 and providing conference ID: 2186928. The replay will be available for 30 days following the call.
CyberOptics Corporation
| Consolidated Statements of Operations (Unaudited) | ||||||||||||||||
| (In thousands, except per share amounts) | Three Months Ended Dec. 31, | Twelve Months Ended Dec. 31, | ||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenue | $ | 13,176 | $ | 13,455 | $ | 53,333 | $ | 66,240 | ||||||||
| Cost of revenue | 7,139 | 7,130 | 28,573 | 37,185 | ||||||||||||
| Gross margin | 6,037 | 6,325 | 24,760 | 29,055 | ||||||||||||
| Research and development expenses | 2,130 | 1,903 | 8,022 | 8,040 | ||||||||||||
| Selling, general and administrative expenses | 3,836 | 3,768 | 15,657 | 14,796 | ||||||||||||
| Amortization of intangibles | 16 | 16 | 66 | 66 | ||||||||||||
| Income from operations | 55 | 638 | 1,015 | 6,153 | ||||||||||||
| Interest income and other | 34 | 169 | (107 | ) | 238 | |||||||||||
| Income before income taxes | 89 | 807 | 908 | 6,391 | ||||||||||||
| Benefit for income taxes | (414 | ) | (5,279 | ) | (404 | ) | (5,171 | ) | ||||||||
| Net income | $ | 503 | $ | 6,086 | $ | 1,312 | $ | 11,562 | ||||||||
| Net income per share - Basic | $ | 0.07 | $ | 0.88 | $ | 0.19 | $ | 1.69 | ||||||||
| Net income per share - Diluted | $ | 0.07 | $ | 0.85 | $ | 0.19 | $ | 1.64 | ||||||||
| Weighted average shares outstanding - Basic | 6,980 | 6,889 | 6,946 | 6,832 | ||||||||||||
| Weighted average shares outstanding - Diluted | 7,187 | 7,153 | 7,075 | 7,049 | ||||||||||||
Condensed Consolidated Balance Sheets
| Dec. 31, 2017 | Dec. 31, 2016 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 6,944 | $ | 10,640 | ||||
| Marketable securities | 6,670 | 6,493 | ||||||
| Accounts receivable, net | 10,772 | 10,895 | ||||||
| Inventories | 14,393 | 11,531 | ||||||
| Other current assets | 1,593 | 1,535 | ||||||
| Total current assets | 40,372 | 41,094 | ||||||
| Marketable securities | 9,073 | 8,728 | ||||||
| Intangible and other assets, net | 1,746 | 1,804 | ||||||
| Fixed assets, net | 2,307 | 2,438 | ||||||
| Other assets | 261 | 193 | ||||||
| Deferred tax assets | 5,742 | 5,323 | ||||||
| Total assets | $ | 59,501 | $ | 59,580 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Accounts payable | $ | 4,294 | $ | 6,217 | ||||
| Accrued expenses | 2,678 | 4,084 | ||||||
| Total current liabilities | 6,972 | 10,301 | ||||||
| Other liabilities | 247 | 381 | ||||||
| Total liabilities | 7,219 | 10,682 | ||||||
| Total stockholders' equity | 52,282 | 48,898 | ||||||
| Total liabilities and stockholders' equity | $ | 59,501 | $ | 59,580 | ||||
Exhibit 99.2
Dr. Vivek Mohindra Nominated to Stand for Election to CyberOptics Corporation Board of Directors
Minneapolis, MN - February 20, 2018 – CyberOptics Corporation (Nasdaq: CYBE) (the Company) today announced that its Board of Directors has nominated Dr. Vivek Mohindra to stand for election as a director at its 2018 Annual Meeting of Shareholders. The Company also announced that Alex Cimochowski has informed the Board of Directors of his decision not to stand for re-election as a director. As a result, Mr. Cimochowski will retire from the Board of Directors effective upon the expiration of his current term at the 2018 Annual Meeting.
Michael M. Selzer, Jr., Chairman of the Board of Directors of the Company commented: “Dr. Mohindra brings a deep resume and broad experience to the Company, and has worked with a wide variety of technology companies, with a main focus on growth, portfolio strategy and operational improvements. He will be a great addition to our board. ” Mr. Selzer added: “The Company and the Board of Directors extend their appreciation to Mr. Cimochowski for his many contributions to the Company and his service on the Board since the Company’s inception in 1984.”
Dr. Mohindra is currently a General Partner of New Science Ventures, LLC, a venture capital firm investing in technology companies, a position he has held since April 2013. He joined NSV from TPG Capital where he was an Operating Group Partner working with portfolio companies on strategy, growth and operational issues, and with deal teams on due diligence. Prior to TPG Capital, Vivek served as Senior Vice President of Strategy and Business Transformation for Freescale Semiconductor and held several senior executive roles in Dell’s Product Group, Marketing division and as Vice President/General Manager of Dell’s North America Small and Medium Business Group. Vivek joined Dell from McKinsey & Company where he was a Partner and co–leader of McKinsey’s global Semiconductor practice, as well as its Asian High Tech & Telecoms practices. Dr. Mohindra presently serves on the Board of Directors of GlobalFoundries and several other private companies. Dr. Mohindra received an MBA and a PhD in Chemical Engineering from the Massachusetts Institute of Technology, as well as a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Roorkee.
About CyberOptics
CyberOptics Corporation (www.cyberoptics.com) is a leading global developer and manufacturer of high precision sensing technology solutions. CyberOptics’ sensors are used in surface mount technology (SMT), semiconductor and metrology markets to significantly improve yields and productivity. By leveraging its leading edge technologies, the company has strategically established itself as a global leader in high precision 3D sensors, allowing CyberOptics to further increase its penetration of key vertical markets. Headquartered in Minneapolis, Minnesota, CyberOptics conducts worldwide operations through its facilities in North America, Asia and Europe.
| Statements regarding the Company’s anticipated performance are forward-looking and therefore involve risks and uncertainties, including but not limited to: market conditions in the global SMT and semiconductor capital equipment industries; the timing of orders and shipments of our products, particularly our 3D MRS-enabled AOI systems; increasing price competition and price pressure on our product sales, particularly our SMT systems; the level of orders from our OEM customers; the availability of parts required to meet customer orders; unanticipated product development challenges; the effect of world events on our sales, the majority of which are from foreign customers; rapid changes in technology in the electronics markets; product introductions and pricing by our competitors; the success of our 3D technology initiatives; the success of CyberGage360; and other factors set forth in the Company’s filings with the Securities and Exchange Commission. |
# # #
For additional information, contact:
Jeff Bertelsen, Chief Financial Officer
763/542-5000