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): November 2, 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 November 2, 2016, the Company issued a press release announcing its financial results for the fiscal quarter ended October 1, 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.
The information furnished under Item 2.02, including the Exhibit attached hereto, shall not be
deemed ‘filed’ for any purpose, including for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated November 2, 2016 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended October 1, 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: November 3, 2016 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
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 THIRD QUARTER 2016 RESULTS
Norton, Massachusetts, November 2, 2016. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $3.3 million and a net loss of $139 thousand for the quarter ended October 1, 2016. This compares with revenues of $5.4 million and net income of $8 thousand for the quarter ended September 26, 2015.
Revenues for the nine months ended October 1, 2016 were $12.5 million compared with revenues of $16.3 million for the corresponding period a year ago, a decline of 24%. The net loss for the nine-month period in 2016 totaled $200 thousand compared with net income of $196 thousand for the first nine months of 2015.
Commenting on the results, Grant Bennett, President and CEO, said, “In the quarter just ended revenues continued to be below our annual plan and below last year but are in line with our revised outlook. The revenue decline is the result of softness in the marketplace which we view as temporary. Over the past several weeks we have met with our major customers to better understand near-term demand, focusing on 2017. The bottom line is that weakness in demand for current products is likely to persist for a few more quarters; that being said, several new products are advancing through the pipeline, many with significant long-term growth potential.” Mr. Bennett continued, “There are other positive signs as we look forward to 2017 and beyond. Most of sales representatives we signed up in 2015 have generated customers who placed orders this quarter---a very good sign for the future since our typical sales cycle is 2 to 3 years; We continue to meet with large potential customers in China, which together with Japan, offers enormous potential for growth. This is especially true since today we have little or no volume in either country. We have seen increased activity in our armor business and expect to book revenues from 8 to 10 different customers by year-end, several of which could lead to production orders down the road. Finally, and perhaps our most important recent development, we will soon announce the hiring of a Senior Vice-President of Sales and Marketing. We cast a wide net to find the right individual to focus our sales and marketing strategy on those global opportunities where our unique technology offers the greatest long-term benefits.
The Company will be hosting its second quarter conference call with investors at 4:30 PM today. Those interested in participating in the conference call should dial:
Call in Number: 855-863-0441
Conference ID: 7773110
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 -- | -- Nine Months Ended -- | |||||||||||||||
| Oct. 1, | Sept. 26, | Oct. 1, | Sept. 26, | |||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Total Revenues | $ | 3,326,930 | $ | 5,423,107 | $ | 12,477,543 | $ | 16,349,262 | ||||||||
| Cost of Sales | 2,941,098 | 4,448,991 | 10,399,236 | 12,940,745 | ||||||||||||
| Gross Margin | 385,832 | 974,116 | 2,078,307 | 3,408,517 | ||||||||||||
| Operating Expenses | 763,260 | 960,321 | 2,563,906 | 3,085,454 | ||||||||||||
| Operating income (loss) | (377,428) | 13,795 | (485,599) | 323,063 | ||||||||||||
| Interest income | 1,742 | 1,454 | 6,980 | 2,305 | ||||||||||||
| Other income | 40,000 | — | 41,225 | — | ||||||||||||
| Net income (loss) before income taxes | (335,686) | 15,249 | (437,395) | 325,368 | ||||||||||||
| Income tax (benefit) expense | (196,900) | 7,000 | (237,000) | 129,500 | ||||||||||||
| Net income (loss) | (138,786) | 8,249 | (200,395) | 195,868 | ||||||||||||
| Net income (loss) per diluted share | ($ | 0.01) | $ | 0.00 | ($ | 0.02) | $ | 0.01 | ||||||||
| Wtd ave. shares outstanding, diluted | 13,203,436 | 13,611,956 | 13,200,584 | 13,656,888 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Oct. 1, | Dec. 26, | |||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,458,475 | $ | 3,412,649 | ||||
| Accounts receivable, net | 2,456,181 | 3,572,479 | ||||||
| Inventories, net | 2,141,921 | 2,632,444 | ||||||
| Prepaid expenses and other current assets | 116,261 | 104,761 | ||||||
| Deferred taxes, current | 707,188 | 467,374 | ||||||
| Total current assets | 8,880,026 | 10,189,707 | ||||||
| Property and equipment, net | 1,828,082 | 1,688,553 | ||||||
| Deferred taxes, non-current | 1,683,375 | 1,683,375 | ||||||
| Total assets | $ | 12,391,483 | $ | 13,561,635 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 817,568 | $ | 1,622,564 | ||||
| Accrued expenses | 608,948 | 931,916 | ||||||
| Total current liabilities | 1,426,516 | 2,554,480 | ||||||
| Stockholders' equity | 10,964,967 | 11,007,155 | ||||||
| Total liabilities and stockholders' equity | $ | 12,391,483 | $ | 13,561,635 | ||||