-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MihE7vx/QfSbsdYMHFnQFP/dEejJj+5lC02HimvQo79980AHzg269/TTA/7iKAPE luNUEr0d0Z1XoXEJPK1DPw== 0000814676-96-000001.txt : 19960515 0000814676-96-000001.hdr.sgml : 19960515 ACCESSION NUMBER: 0000814676-96-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960330 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERAMICS PROCESS SYSTEMS CORP/DE/ CENTRAL INDEX KEY: 0000814676 STANDARD INDUSTRIAL CLASSIFICATION: POTTERY & RELATED PRODUCTS [3260] IRS NUMBER: 042832509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16088 FILM NUMBER: 96563468 BUSINESS ADDRESS: STREET 1: 111 S WORCESTER ST PO BOX 338 STREET 2: C/O KILBURN ISOTRONICS INC CITY: CHARTLEY STATE: MA ZIP: 02712 BUSINESS PHONE: 5082227282 MAIL ADDRESS: STREET 1: 111 SOUTH WORCESTER STREET STREET 2: PO BOX 338 CITY: CHARTLEY STATE: MA ZIP: 02712 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended March 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 0-16088 CERAMICS PROCESS SYSTEMS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 04-2832509 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 111 South Worcester Street, P.O. Box 338, Chartley, Massachusetts 02712 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (508) 222-7282 Former Name, Former Address and Former Fiscal Year if Changed since Last Report: Not Applicable. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. [ ] Yes [X] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of common stock outstanding as of May 1, 1996: 7,917,504. CERAMICS PROCESS SYSTEMS CORPORATION Form 10-Q For The Fiscal Quarter Ended March 30, 1996 Index PART I: FINANCIAL INFORMATION Page Item 1: Consolidated Financial Statements 3-8 Consolidated Balance Sheets as of March 30, 1996 and December 30, 1995 3-4 Consolidated Statements of Operations for the fiscal quarters ended March 30, 1996 and April 1, 1995 5 Consolidated Statements of Cash Flows for the fiscal quarters ended March 30, 1996 and April 1, 1995 6 Notes to Consolidated Financial Statements 7-8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 PART II: OTHER INFORMATION Items 1-6 10 Financial Data Schedule 11 Signatures 12 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CERAMICS PROCESS SYSTEMS CORPORATION Consolidated Balance Sheets March 30, December 30, 1996 1995 ASSETS Current Assets: Cash $ 1,084 $ 32,127 Accounts receivable, trade 171,195 211,575 Inventories 49,026 29,026 Prepaid expenses 9,524 10,824 Other current assets 300 475 Total current assets 231,129 284,027 Property and equipment: Production equipment 948,322 941,512 Furniture and office equipment 65,529 65,529 1,013,851 1,007,041 Less accumulated depreciation ( 792,035) ( 765,635) Net property and equipment 221,816 241,406 Deposits 1,328 953 Total Assets $ 454,273 $ 526,386 See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION Consolidated Balance Sheets March 30, December 30, 1996 1995 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 222,433 $ 176,494 Accrued expenses 602,888 523,257 Current portion of convertible notes payable: Related parties 920,000 920,000 Other 900,000 900,000 Total current liabilities 2,645,321 2,519,751 Convertible notes payable less current portion: Related parties -- -- Other 500,000 500,000 Total Liabilities 3,145,321 3,019,751 Stockholders' Equity (Deficit) Common stock, $0.01 par value. Authorized 15,000,000 shares; issued 7,780,766 shares at March 30, 1996 and December 30, 1995 77,808 77,808 Preferred stock, $.01 par value. Authorized 5,000,000 shares; no shares issued and outstanding -- -- Additional paid-in capital 30,457,384 30,457,384 Accumulated deficit (33,165,405) (32,967,722) ( 2,630,213) ( 2,432,530) Less treasury stock, at cost, 22,883 common shares ( 60,835) ( 60,835) Total stockholders' equity (deficit) ( 2,691,048) (2,493,365) Total Liabilities and Stockholders' Equity (Deficit) $ 454,273 $ 526,386 See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION Consolidated Statements of Operations Fiscal Quarters Ended March 30, April 1, 1996 1995 Revenue: Product sales $ 386,482 $ 400,795 License agreements -- 2,000 Total revenue 386,482 402,795 Operating expenses: Cost of product sales 409,908 430,092 Selling, general, and administrative 115,505 161,425 Total operating expenses 525,413 591,517 Operating income (loss) ( 138,931) ( 188,722) Other income (expense), net ( 58,752) ( 42,300) Net income (loss) ($ 197,683) ($ 231,022) Net income (loss) per share ($ 0.03) ($ 0.03) Weighted average number of common and common equivalent shares outstanding 7,757,883 7,587,903 See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION Consolidated Statements of Cash Flows Fiscal Quarters Ended March 30, April 1, 1996 1995 Cash flows from operating activities: Net income (loss) ($197,683) ($231,022) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Depreciation & amortization 26,400 39,568 Settlement of interest obligation -- 46,986 Changes in assets and liabilities: Accounts receivable, trade 40,380 9,936 Inventories ( 20,000) 679 Prepaid expenses 1,300 ( 559) Other current assets 175 8,519 Accounts payable 45,939 ( 46,061) Accrued expenses 79,631 ( 42,104) Deferred revenue -- ( 6,300) Net cash used in operating activities ( 23,858) ( 220,358) Cash flows from investing activities: Additions to property and equipment ( 6,810) ( 16,459) Net change in deposits ( 375) 1,090 Net cash used in investing activities ( 7,185) ( 15,369) Cash flows from financing activities: Repayment of capital lease obligations -- ( 7,532) Proceeds from issuance of convertible notes payable -- 250,000 Net cash provided by financing financing activities -- 242,468 Net increase (decrease) in cash ( 31,043) 6,741 Cash at beginning of quarter 32,127 252,503 Cash at end of quarter $ 1,084 $259,244 See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION Notes to Consolidated Financial Statement (Unaudited) (1) Nature of Business Ceramics Process Systems Corporation ("CPS" or "the Company"), incorporated on June 19, 1984, is engaged in the design, development, and manufacture of advanced ceramic and composite products for the electronics and defense industries. (2) Interim Consolidated Financial Statements As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles. The accompanying financial statements for the fiscal quarters ended March 30, 1996 and April 1, 1995, and the financial position as of December 30, 1995, are unaudited. In the opinion of management, the unaudited consolidated financial statements of CPS reflect all adjustments necessary to present fairly the financial position and results of operations for such periods. The consolidated financial statements include the accounts of CPS and its wholly-owned subsidiary, CPS Superconductor Corporation. All significant intercompany balances and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. (3) Net Loss per Share Net loss per share is computed based on the weighted average number of common shares outstanding during the period. Common stock equivalents pertaining to stock options and convertible notes payable were not considered in the calculations of net loss per share since their effect would be antidilutive. (4) Inventory Inventories consist of the following: March 30, December 30, 1996 1995 Raw Materials $ 7,399 $ 7,399 Work in process 8,970 8,970 Finished goods 32,657 12,657 $ 49,026 $ 29,026 (5) Accrued Expenses Accrued expenses consist of the following: March 30, December 30, 1996 1995 Accrued legal and accounting $ 159,673 $ 150,549 Accrued interest 277,680 219,839 Accrued payroll 52,173 67,364 Due to Kilburn Isotronics 79,583 57,713 Accrued other 33,779 27,792 $ 602,888 $ 523,257
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition The Company incurred a net loss in the first fiscal quarter of 1996 in the amount of $198 thousand, versus a net loss of $231 thousand in the first fiscal quarter of 1995. The Company's cash balance at March 30, 1996 and at December 30, 1995 was $1 thousand and $32 thousand, respectively. The slight improvement in the Company's overall financial performance in the first fiscal quarter of 1996 versus the first fiscal quarter of 1995 was primarily attributable to decreased payroll costs related to personnel reductions in the third quarter of 1995. The Company's entire operations are currently housed in a leased facility in Chartley, Massachusetts. The Company is operating at the Chartley facility as a tenant at will. Through the first four months of 1996, the Company has financed its working capital requirements through operations. Although the Company has historically made timely payments to its trade creditors, in 1996 the Company will require working capital support for its operations from external financing, and there is no assurance that adequate funds will be available or on terms acceptable to the Company. Results of Operations The Company's total revenue in the first fiscal quarter of 1996 was $386 thousand, similar to the $403 thousand amount of revenue recognized in the first fiscal quarter of 1995. Total operating expenses in the first fiscal quarter of 1996 amounted to $525 thousand, versus operating expenses of $591 thousand in the first fiscal quarter of 1995. Of the $66 thousand decrease in operating expenses between the first fiscal quarter of 1996 and the first fiscal quarter of 1995, $20 thousand related to a decrease in cost of sales, and $46 thousand related to a decrease in selling general and administrative expenses. Most of the decrease in operating expenses was due to a $47 thousand decrease in payroll and related costs, as a result of personnel reductions in the third fiscal quarter of 1995. The remaining decrease in operating expenses between the fiscal quarters was primarily due to decreases in marketing and insurance expenses. Other expense increased $17 thousand, from $42 thousand in the first fiscal quarter of 1995 to $59 thousand in the first fiscal quarter of 1996. Other expense consisted almost exclusively of interest expense. The increase in interest expense in the first fiscal quarter of 1996 versus the first fiscal quarter of 1995 was due to a $450K increase in notes payable, the proceeds of which were received in the second and third fiscal quarters of 1995. The cumulative effect of these revenues and costs resulted in a net loss of $198 thousand, or $0.03 loss per share, in the first fiscal quarter of 1996, versus a net loss of $231 thousand, or $0.03 loss per share, in the first fiscal quarter of 1995. PART II OTHER INFORMATION Item 1 through Item 5: None Item 6: Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: None [TYPE] EX-27 [DESCRIPTION] ART. 5 FDS for 3RD QUARTER 10-Q [ARTICLE] 5 [PERIOD-TYPE] 3-MOS [FISCAL-YEAR-END] DEC-28-1996 [PERIOD-END] MAR-30-1996 [CASH] 1,084 [SECURITIES] 0 [RECEIVABLES] 171,195 [ALLOWANCES] 0 [INVENTORY] 49,026 [CURRENT-ASSETS] 231,129 [PP&E] 1,013,851 [DEPRECIATION] 792,035 [TOTAL-ASSETS] 454,273 [CURRENT-LIABILITIES] 2,645,321 [BONDS] 0 [COMMON] 77,808 [PREFERRED] 0 [OTHER-SE] (2,768,856) [TOTAL-LIABILITY-AND-EQUITY] 454,273 [SALES] 386,482 [TOTAL-REVENUES] 386,482 [CGS] 409,908 [TOTAL-COSTS] 525,413 [OTHER-EXPENSES] 58,752 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 59,097 [INCOME-PRETAX] ( 197,683) [INCOME-TAX] 0 [INCOME-CONTINUING] ( 197,683) [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] ( 197,683) [EPS-PRIMARY] ( 0.03) [EPS-DILUTED] ( 0.03)
SIGNATURES 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. Ceramics Process Systems Corporation (Registrant) Date: May 14, 1996 /s/Grant C. Bennett Grant C. Bennett President and Director (Principal Executive Officer) Date: May 14, 1996 /s/Peter F. Valentine Peter F. Valentine Controller and Treasurer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----