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): October 31, 2018
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 October 31, 2018, the Company issued a press release announcing its financial results for the fiscal quarter ended September 29, 2018. 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 October 31, 2018 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended September 29, 2018. |
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 2, 2018 | /s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT NUMBER
|
DESCRIPTION |
99 | Press release dated October 31, 2018 of CPS Technologies Corp. announcing its financial results for the fiscal quarter ended September 29, 2018. |
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 2018 RESULTS
Norton, Massachusetts, October 31, 2018. CPS Technologies Corporation (NASDAQ:CPSH) today announced revenues of $6.1 million and a net loss of $14 thousand for the quarter ended September 29, 2018. This compares with revenues of $4.2 million and net income of $13 thousand for the quarter ended September 30, 2017.
Revenues for the nine months ended September 29, 2018 were $15.5 million compared with revenues of $10.8 million for the corresponding period a year ago, an increase of 44%. The net loss for the nine-month period in 2018 totaled $845 thousand compared with a net loss of $924 thousand for the first nine months of 2017.
Grant Bennett, President and CEO, commented, “A year ago we embarked on a strategy to become the dominant supplier of baseplates for high power modules. This strategy involved aggressive pricing, two-year sourcing agreements and, in the case of one large European customer, assuming responsibility for the vendor plating their baseplates. While these actions had the immediate impact of depressing margins and increasing our investment in working capital, our vision that this will lead to generating significant value in the future is reflected in our sales growth. Forecasts by these major customers suggests that their demand will remain strong for the remainder of 2018 and 2019.”
Mr. Bennett continued, “We recently completed the second update of our five-year strategic plan. That process involved assessing the growth for current and potential markets and identifying pathways to achieve continued growth in market share. We are confident that the actions which have flowed from this activity will lead to compounded double-digit growth rates together with increasing margins over the five-year period.”
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: 1492174
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 2018
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. 29, | Sept. 30, | Sept. 29, | Sept. 30, | |||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Total Revenues | $ | 6,116,448 | $ | 4,211,962 | $ | 15,500,173 | $ | 10,781,175 | ||||||||
Cost of Sales | 5,152,598 | 3,450,915 | 13,786,762 | 9,686,103 | ||||||||||||
Gross Margin | 963,850 | 761,047 | 1,713,411 | 1,095,072 | ||||||||||||
Operating Expenses | 982,765 | 743,634 | 2,822,240 | 2,650,526 | ||||||||||||
Operating income (loss) | (18,915) | 17,413 | (1,108,829) | (1,555,454) | ||||||||||||
Interest income (expense), net | (13,679) | 2,815 | (25,313) | 8,065 | ||||||||||||
Other income | 13,645 | ---- | 13,645 | ---- | ||||||||||||
Net income (loss) before income taxes | (18,949) | 20,228 | (1,120,497) | (1,547,389) | ||||||||||||
Income tax (benefit) expense | (5,000) | 7,000 | (275,000) | (623,000) | ||||||||||||
Net income (loss) | (13,949) | 13,228 | (845,497) | (924,389) | ||||||||||||
Net income (loss) per diluted share | ($ | 0.00) | $ | 0.00 | ($ | 0.06) | ($ | 0.07) | ||||||||
Wtd ave. shares outstanding, diluted | 13,203,436 | 13,203,436 | 13,203,436 | 13,203,436 |
CPS TECHNOLOGIES CORPORATION | ||||||||
BALANCE SHEET (Unaudited) | ||||||||
Sept. 29, | Dec. 30, | |||||||
2018 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 87,976 | $ | 1,339,572 | ||||
Accounts receivable, net | 3,902,117 | 2,943,373 | ||||||
Inventories, net | 3,571,276 | 2,109,513 | ||||||
Prepaid expenses and other current assets | 108,993 | 101,086 | ||||||
Total current assets | 7,670,362 | 6,493,544 | ||||||
Property and equipment, net | 1,422,575 | 1,490,498 | ||||||
Deferred taxes, non-current | 3,313,666 | 3,038,666 | ||||||
Total assets | $ | 12,406,603 | $ | 11,022,708 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current liabilities: | ||||||||
Line of Credit | $ | 900,000 | $ ---- | |||||
Accounts payable | 1,992,992 | 946,385 | ||||||
Accrued expenses | 902,576 | 655,489 | ||||||
Deferred Revenue | ---- | 100,000 | ||||||
Total current liabilities | 3,795,568 | 1,701,874 | ||||||
Stockholders' equity | 8,611,035 | 9,320,834 | ||||||
Total liabilities and stockholders' equity | $ | 12,406,603 | $ | 11,022,708 |
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