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): August 3, 2016
CPS TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-16088 | 04-2832509 |
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) | (IRS Employer Identification No.) |
| 111 South Worcester Street, Norton, Massachusetts | 02766 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | 508-222-0614 | |
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4( c)).
Item 2.02 Results of Operations and Financial Condition
On August 3, 2016, the Company issued a press release announcing its financial results for the fiscal quarter ended July 2, 2016. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits
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EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated August 3, 2016 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended July 2, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CPS Technologies Corporation (Registrant) | |
| Date: August 5, 2016 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
EXHIBIT INDEX
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EXHIBIT NUMBER
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DESCRIPTION |
| 99 | Press release dated August 3, 2016 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended July 2, 2016. |
CPS Technologies Corporation
Ralph Norwood, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.alsic.com
CPS TECHNOLOGIES CORPORATION ANNOUNCES SECOND QUARTER 2016 RESULTS
Norton, Massachusetts, August 3, 2016. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $3.9 million and a net loss of $259 thousand for the quarter ended July 2, 2016. This compares with revenues of $5.6 million and net income of $114 thousand for the quarter ended June 27, 2015.
Revenues for the six months ended July 2, 2016 were $9.2 million compared with revenues of $10.9 million for the corresponding period a year ago, a decline of 16%. The net loss for the six- month period in 2016 totaled $62 thousand compared with net income of $188 thousand for the corresponding period a year ago.
Grant Bennett, President and CEO, commented, “Although this revenue decline is consistent with comments offered during our conference call in May, the results are disappointing. Early in Q2 demand for baseplates for power modules used in trains and wind turbines declined unexpectedly, surprising both us and our customers. We experienced similar unexpected demand volatility in 2012; demand returned after several quarters. At that time economic uncertainty in Europe was the primary reason for the decline; there are some indications this is at least one factor today. In Q2 demand in most other product families also declined slightly, but within the range of expected quarter-to-quarter volatility. The underlying markets remain long-term growth markets and we view these declines as short-term. However, we have moved quickly to reduce manufacturing personnel to align with current volumes, institute salary adjustments, and sharply curtail discretionary spending. These actions will minimize the effects of depressed revenues on cash flow while at the same time allowing us to maintain our sales and technical resources essential for growth”
Mr. Bennett continued, “We are pressing forward with our strategy to strengthen our sales and marketing reach and focus. Our search for a Senior Vice-President for Business Development and Strategy is progressing well. We have been pleased with the quality of the candidates, have begun interviewing and are targeting a decision by Labor Day. We are confident our unique technologies have multiple applications globally and see this individual as key to focusing our resources on the most attractive opportunities. One final note-in July we completed a major redo of our website (www.alsic.com) and have received positive feedback from both prospective customers and investors.”
The Company will be hosting its second quarter conference call with investors at 4:30 pm on Wednesday, August 3. Those interested in participating in the conference call should dial:
Call in Number: 855-863-0441
Conference ID: 56390707
About CPS
CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability
and performance of various electrical systems. CPS products are used in motor controllers for hybrid and electric vehicles,
high-speed trains, subway cars and wind turbines. They are also used as heatspreaders in internet switches, routers and high-performance
microprocessors. CPS also develops and produces metal-matrix composite armor.
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2016
financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified
by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans,"
"anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject
to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's
expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including
its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press
release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these
statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this
release.
| CPS TECHNOLOGIES CORPORATION | ||||||||||||||||
| STATEMENT OF OPERATIONS (Unaudited) | ||||||||||||||||
| Quarter Ended | Six Months Ended | |||||||||||||||
| July 2, | June 27, | July 2, | June 27, | |||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Total Revenues | $ | 3,934,995 | $ | 5,635,889 | $ | 9,150,612 | $ | 10,926,155 | ||||||||
| Cost of Sales | 3,374,078 | 4,336,853 | 7,458,138 | 8,491,754 | ||||||||||||
| Gross Margin | 560,917 | 1,299,036 | 1,692,474 | 2,434,401 | ||||||||||||
| Operating Expenses | 892,477 | 1,112,295 | 1,800,646 | 2,125,133 | ||||||||||||
| Operating income (loss) | (331,560) | 186,741 | (108,172) | 309,268 | ||||||||||||
| Interest income | 2,722 | 851 | 6,462 | 851 | ||||||||||||
| Income (loss) before income taxes | (328,838) | 187,592 | (101,710) | 310,119 | ||||||||||||
| Income tax expense (benefit) | (70,100) | 73,760 | (40,100) | 122,500 | ||||||||||||
| Net income (loss) | (258,938) | 113,832 | (61,610) | 187,619 | ||||||||||||
| Net income (loss) per diluted share | ($ | 0.02) | $ | 0.01 | $ | 0.00 | $ | 0.01 | ||||||||
| Shares outstanding, diluted | 13,200,269 | 13,627,346 | 13,199,210 | 13,679,355 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| July 2, | Dec. 26, | |||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,574,227 | $ | 3,412,649 | ||||
| Accounts receivable, net | 2,499,056 | 3,572,479 | ||||||
| Inventories, net | 2,414,875 | 2,632,444 | ||||||
| Prepaid expenses and other current assets | 134,641 | 104,761 | ||||||
| Deferred taxes, current | 510,288 | 467,374 | ||||||
| Total current assets | 9,133,087 | 10,189,707 | ||||||
| Property and equipment, net | 1,874,320 | 1,688,553 | ||||||
| Deferred taxes, non-current | 1,683,375 | 1,683,375 | ||||||
| Total assets | $ | 12,690,782 | $ | 13,561,635 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 913,644 | $ | 1,622,564 | ||||
| Accrued expenses | 710,859 | 931,916 | ||||||
| Total current liabilities | 1,624,503 | 2,554,480 | ||||||
| Stockholders' equity | 11,066,279 | 11,007,155 | ||||||
| Total liabilities and stockholders' equity | $ | 12,690,782 | $ | 13,561,635 | ||||