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 1, 2018
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 1, 2018, the Company issued a press release announcing its financial results for the fiscal quarter and year ended December 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
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 1, 2018 of CPS Technologies Corp. announcing its financial results for the fiscal quarter and year ended December 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: March 5, 2018 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 1, 2018 of CPS Technologies Corp. announcing its financial results for the fiscal quarter and year ended December 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 2017 RESULTS
Norton, Massachusetts, March 1, 2018. CPS Technologies Corporation (NASDAQ: CPSH) today announced revenues of $3.8 million and a net loss of $793 thousand for the Fourth Quarter ended December 30, 2017. (Had it not been for the impact of the Tax Cut and Jobs Act, the net loss would have been $165 thousand in the quarter.) This compares with revenues of $2.9 million and a net loss of $253 thousand for the Fourth Quarter ended December 31, 2016.
Revenues for the year ended December 30, 2017 totaled $14.6 million compared with $15.4 million for the year ended December 31, 2016. The net loss for the year totaled $1.7 million for fiscal 2017, compared with a net loss of $455 thousand for fiscal 2016. (The loss in 2017 would have been $1.1 million in the absence of the impact of the Tax Cut and Jobs Act.)
Grant Bennett, President and CEO, said, “The loss we experienced in the Fourth Quarter, before considering the impact of the Tax Cut and Jobs Act, was due in large part to two isolated incidents which had a negative impact of $392 thousand on our bottom line: non-recurring severance costs, and sales returns due to an error by one of our plating vendors. Our vendor has accepted responsibility, is reworking the product at no cost to the Company, and the product is expected to be shipped to the customer during the First Quarter of 2018.”
Mr. Bennett continued, “The loss for the year obscures the progress we have made in 2017. At this time a year ago our annual revenue run rate had declined to $12 million. We were confident the weakness in demand we were experiencing was temporary. While we shrunk our direct labor force and kept a lid on discretionary spending, we maintained our core resources and even increased our spending in sales and marketing. Our assessment of the market has proved to be correct and, since the second quarter of 2017, we have been running at an annual revenue rate of $16 million. As we look forward we are seeing continued growth in demand and, as a result, are hiring manufacturing personnel in all three shifts. In the Fourth Quarter alone, we increased our full-time staffing from 125 to 143 to meet the demand projections of our key customers. We also made progress in our armor business during the year where we have been providing prototypes to three customers which, in each case, has the potential to result in a production order in the next 12 to 24 months. In addition to the initiatives in armor, we have continued to commit resources in both Japan and China. Although we are in the early stage of generating revenues in each of these markets, both have the potential to be among our largest markets 3-5 years from now.”
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: 3563218
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----- | -----Year Ended----- | |||||||||||||||
| Dec. 30, | Dec. 31, | Dec. 30, | Dec. 31, | |||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Total Revenues | $ | 3,796,008 | $ | 2,873,510 | $ | 14,577,183 | $ | 15,351,053 | ||||||||
| Cost of Sales | 3,232,962 | 2,796,265 | 12,919,065 | 13,195,501 | ||||||||||||
| Gross Margin | 563,046 | 77,245 | 1,658,118 | 2,155,552 | ||||||||||||
| Operating Expenses | 958,802 | 772,725 | 3,609,328 | 3,336,631 | ||||||||||||
| Operating income | (395,756) | (695,480) | (1,951,210) | (1,181,079) | ||||||||||||
| Interest income | 3,411 | 3,114 | 11,476 | 51,318 | ||||||||||||
| Income before income taxes | (392,345) | (692,366) | (1,939,734) | (1,129,761) | ||||||||||||
| Income tax expense (benefit) | 400,968 | (439,144) | (222,032) | (676,144) | ||||||||||||
| Net income (loss) | (793,313) | (253,222) | (1,717,702) | (453,617) | ||||||||||||
| Net income (loss) per diluted share | ($ | 0.06) | ($ | 0.02) | ($ | 0.13) | ($ | 0.03) | ||||||||
| Shares outstanding, diluted | 13,203,436 | 13,203,436 | 13,203,436 | 13,201,284 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Dec. 30, | Dec. 31, | |||||||
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,339,572 | $ | 3,407,760 | ||||
| Accounts receivable-trade, net | 2,943,373 | 1,959,606 | ||||||
| Inventories, net | 2,109,513 | 1,970,961 | ||||||
| Prepaid expenses | 101,086 | 88,443 | ||||||
| Total current assets | 6,493,544 | 7,426,770 | ||||||
| Property and equipment, net | 1,490,498 | 1,783,627 | ||||||
| Deferred taxes | 3,038,666 | 2,827,349 | ||||||
| Total assets | $ | 11,022,708 | $ | 12,037,746 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | 946,385 | 662,482 | ||||||
| Accrued expenses | 655,489 | 623,959 | ||||||
| Deferred Revenue | 100,000 | — | ||||||
| Total current liabilities | 1,701,874 | 1,286,441 | ||||||
| Stockholders' equity | 9,320,834 | 10,751,305 | ||||||
| Total liabilities and stockholders' equity | $ | 11,022,708 | $ | 12,037,746 | ||||