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 1, 2017
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)).
Indicate by check mark whether the registrant is an emerging growth company 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
On November 1, 2017, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2017. 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
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DESCRIPTION |
| 99 | Press release dated November 1, 2017 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended September 30, 2017. |
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, 2017 | /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 November 1, 2017 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended September 30, 2017. |
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 2017 RESULTS
Norton, Massachusetts, November 1, 2017. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $4.2 million and net income of $13 thousand for the quarter ended September 30, 2017. This compares with revenues of $3.3 million and a net loss of $139 thousand for the quarter ended October 1, 2016.
Revenues for the nine months ended September 30, 2017 were $10.8 million compared with revenues of $12.5 million for the corresponding period a year ago, a decline of 14%. The net loss for the nine-month period in 2017 totaled $925 thousand compared with a net loss of $200 thousand for the first nine months of 2016.
Commenting on the results, Grant Bennett, CEO, said, “A year ago we reported that we expected the weakness in demand would persist for a few more quarters. This belief turned out to be accurate as it was not until the second quarter this year that we achieved a sequential increase in quarterly revenues. The upward trend continued this quarter which is 48% higher than our low point of Q1, 2017. As a result of the increase in revenues, we were able to generate above breakeven results for the first time in over a year.”
Mr. Bennett continued, “Three months ago we stated that we were confident that the second half of 2017 would be stronger than the first half and that this improved trajectory would continue into 2018. I can confirm that we continue to see the remainder of this year and 2018 in the same way. Our European customers are enjoying growth in their businesses and we expect to benefit from this growth in addition to capturing a greater share of their business. We believe that the movement over the past year to be more customer and market focused is beginning to pay dividends. Our activity with large potential customers in Japan and China is increasing and we see potentially significant growth in both countries in the years ahead. In addition, we recently completed a rigorous in-depth review and updating of our five-year strategic plan which has helped us focus on these and other growth areas, including armor and new applications for our technologies. We will use this framework as we develop specific objectives and strategies to support our 2018 Operating Plan.”
The Company will be hosting its third 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: 1699737
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 2017
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-- | |||||||||||||||
| Sept. 30, | Oct. 1, | Sept. 30, | Oct. 1, | |||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Total Revenues | $ | 4,211,962 | $ | 3,326,930 | $ | 10,781,175 | $ | 12,477,543 | ||||||||
| Cost of Sales | 3,450,915 | 2,941,098 | 9,686,103 | 10,399,236 | ||||||||||||
| Gross Margin | 761,047 | 385,832 | 1,095,072 | 2,078,307 | ||||||||||||
| Operating Expenses | 743,634 | 763,260 | 2,650,526 | 2,563,906 | ||||||||||||
| Operating income (loss) | 18,221 | (377,428) | (1,555,454) | (485,599) | ||||||||||||
| Interest income | 2,815 | 1,742 | 8,065 | 6,980 | ||||||||||||
| Other income | — | 40,000 | — | 41,224 | ||||||||||||
| Net income (loss) before income taxes | 20,228 | (335,686) | (1,547,389) | (437,395) | ||||||||||||
| Income tax (benefit) expense | 7,000 | (196,900) | (623,000) | (237,000) | ||||||||||||
| Net income (loss) | 13,228 | (138,786) | (924,389) | (200,395) | ||||||||||||
| Net income (loss) per diluted share | $ | 0.00 | ($ | 0.01) | ($ | 0.07) | ($ | 0.02) | ||||||||
| Wtd ave. shares outstanding, diluted | 13,229,868 | 13,203,436 | 13,203,436 | 13,200,584 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Sept. 30, | Dec. 31, | |||||||
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,689,610 | $ | 3,407,760 | ||||
| Accounts receivable, net | 3,034,175 | 1,959,606 | ||||||
| Inventories, net | 1,675,338 | 1,970,961 | ||||||
| Prepaid expenses and other current assets | 79,579 | 88,443 | ||||||
| Total current assets | 6,478,702 | 7,426,770 | ||||||
| Property and equipment, net | 1,500,033 | 1,783,627 | ||||||
| Deferred taxes, non-current | 3,450,349 | 2,827,349 | ||||||
| Total assets | $ | 11,429,084 | $ | 12,037,746 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 837,217 | 662,482 | |||||
| Accrued expenses | 615,883 | 623,959 | ||||||
| Total current liabilities | 1,453,100 | 1,286,441 | ||||||
| Stockholders' equity | 9,975,984 | 10,751,305 | ||||||
| Total liabilities and stockholders' equity | $ | 11,429,084 | $ | 12,037,746 |