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): March 2, 2017
CPS TECHNOLOGIES
CORP.
(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 March 2, 2017, the Company issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 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
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 2, 2017 of CPS Technologies Corp. announcing its financial results for the fiscal quarter and year ended December 31, 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: March 3, 2017 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 2, 2017 of CPS Technologies Corp. announcing its financial results for the fiscal quarter and year ended December 31, 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 2016 RESULTS
Norton, Massachusetts, March 2, 2017. CPS Technologies Corporation (NASDAQ: CPSH) today announced revenues of $2.9 million and a net loss of $254 thousand for the Fourth Quarter ended December 31, 2016. This compares with revenues of $5.4 million and a net profit of $255 thousand for the Fourth Quarter ended December 26, 2015.
Revenues for the year ended December 31, 2016 totaled $15.4 million compared with $21.8 million for the year ended December 26, 2015. The net loss for the year totaled $455 thousand for fiscal 2016, compared with net income of $451 thousand for fiscal 2015.
Grant Bennett, President and CEO, said, “Revenues in the fourth quarter continued to be weak, as expected. We have discussed this development in previous communications as far back as the second quarter last year. This weakness is centered in our major European customers who indicate that they are experiencing general weakness in demand, similar to that experienced in 2012. In addition, we are adversely impacted by the strength of the U.S. dollar which limits our pricing flexibility, adversely affecting both our unit volume and margins. The market conditions are temporary and while we are maintaining a tight rein on most spending, we are continuing aggressive sales and marketing activities, in both old and new sectors, which are critical to returning to a growth path.
Our strategy includes achieving a leadership position worldwide in the electronics markets in which we currently participate, and diversifying into other markets, such as armor, where our core technology provides real value. This strategy is driving positive developments which improve our outlook for later this year and 2018. These developments include:
| · | In
November of 2016 we added Tom Breen to fill the newly-created position of SVP, Sales
and Marketing, as discussed in previous investor calls. Since joining CPS, Tom has been
visiting many of our key current and potential customers and led the annual sales
meeting, focused on energizing the world-wide sales group to more effectively offer solutions
that meet emerging customer needs. In addition, he has been a major contributor to our
annual strategic planning process that will position CPS for long term, profitable growth. We believe Tom’s leadership coupled with the investment in the sales force over the past two years will begin to yield meaningful new orders during 2017 and offers significant upside in 2018 and beyond. |
| · | We are pressing forward with our fracking and armor customers and early this year those discussions have accelerated, resulting in new orders. In both areas, we expect to generate greater business this year than last year and we believe both product lines offer significant long-term growth potential.” |
The Company will be hosting its fourth quarter conference call with investors at 4:30PM today. Those interested in participating in the conference should call:
Call-in Number: 855-863-0441
Conference ID: 78675235
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----- | -----Year Ended----- | |||||||||||||||
| Dec. 31, | Dec. 26, | Dec. 31, | Dec. 26, | |||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Total Revenues | $ | 2,873,510 | $ | 5,412,419 | $ | 15,351,053 | $ | 21,761,681 | ||||||||
| Cost of Sales | 2,796,265 | 4,155,945 | 13,195,501 | 17,096,690 | ||||||||||||
| Gross Margin | 77,245 | 1,256,474 | 2,155,552 | 4,664,991 | ||||||||||||
| Operating Expenses | 772,725 | 960,380 | 3,336,631 | 4,045,834 | ||||||||||||
| Operating income | (695,480) | 296,094 | (1,181,079) | 619,157 | ||||||||||||
| Interest income | 3,114 | 3,389 | 51,318 | 5,694 | ||||||||||||
| Income before income taxes | (692,366) | 299,483 | (1,129,761) | 624,851 | ||||||||||||
| Income tax expense (benefit) | (439,144) | 44,732 | (676,144) | 174,232 | ||||||||||||
| Net income (loss) | (253,222) | 254,751 | (453,617) | 450,619 | ||||||||||||
| Net income (loss) per diluted share | ($ | 0.01) | $ | 0.02 | ($ | 0.03) | $ | 0.03 | ||||||||
| Shares outstanding, diluted | 13,203,436 | 13,585,632 | 13,201,284 | 13,639,074 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Dec. 31, | Dec. 26, | |||||||
| 2016 | 2015 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,407,760 | $ | 3,412,649 | ||||
| Accounts receivable-trade, net | 1,959,606 | 3,572,479 | ||||||
| Inventories, net | 1,970,961 | 2,632,444 | ||||||
| Prepaid expenses | 88,443 | 104,761 | ||||||
| Total current assets | 7,426,770 | 9,722,333 | ||||||
| Property and equipment, net | 1,783,627 | 1,688,553 | ||||||
| Deferred taxes | 2,827,349 | 2,150,749 | ||||||
| Total assets | $ | 12,037,746 | $ | 13,561,635 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | 662,482 | 1,622,564 | ||||||
| Accrued expenses | 623,959 | 931,916 | ||||||
| Total current liabilities | 1,286,441 | 2,554,480 | ||||||
| Stockholders' equity | 10,751,305 | 11,007,155 | ||||||
| Total liabilities and stockholders' equity | $ | 12,037,746 | $ | 13,561,635 |