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 April 1, 2000
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) 222-0614
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.
[X] Yes [ ] 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 April
1, 2000: 12,286,969.
CERAMICS PROCESS SYSTEMS CORPORATION
Form 10-Q
For The Fiscal Quarter Ended April 1, 2000
Index
PART I: FINANCIAL INFORMATION Page
Item 1: Consolidated Financial Statements 3
Consolidated Balance Sheets as of
April 1, 2000 and January 1, 2000 3
Consolidated Statements of Operations
for the fiscal quarters ended April 1,
2000 and April 3, 1999 5
Consolidated Statements of Cash Flows
for the fiscal quarters ended April 1,
2000 and April 3, 1999 6
Notes to Consolidated Financial
Statements 7
Item 2: Management`s Discussion and Analysis
of Financial Condition and Results of
Operations 10
PART II: OTHER INFORMATION
Items 1-6 12
Signatures 12
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Balance Sheets
April 1, January 1,
2000 2000
(unaudited)
ASSETS ---------- ----------
Current assets:
Cash and cash equivalents $1,301,480 $1,033,522
Short-term investments -- 306,672
Accounts receivable-trade 511,662 387,569
Accounts receivable-other 15,000 109,065
Inventories 452,484 307,348
Prepaid expenses 43,253 30,194
---------- ----------
Total current assets 2,323,879 2,174,370
Property and equipment:
Production equipment 2,100,517 2,013,330
Furniture and office equipment 227,631 202,523
Accumulated depreciation
and amortization (1,259,257) (1,204,000)
---------- ----------
Net property and equipment 1,068,891 1,011,854
---------- ----------
Total assets $3,392,770 $3,186,223
========== ==========
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Balance Sheets (continued)
LIABILITIES AND STOCKHOLDERS` April 1, January 1,
EQUITY 2000 2000
(unaudited)
--------- -----------
Current liabilities:
Accounts payable $ 217,738 $ 142,667
Accrued expenses 192,238 157,300
Deferred revenue 9,885 9,885
Current portion of obligations
under capital leases 53,672 52,255
------------ ------------
Total current liabilities 473,533 362,107
Deferred revenue 124,000 124,000
Obligations under capital
leases less current portion 58,939 72,900
------------ ------------
Total liabilities 659,472 559,007
------------ ------------
Stockholders` Equity
Common stock, $0.01 par value.
Authorized 15,000,000 shares;
issued 12,309,852 shares at April
1, 2000 and 12,308,852 at
January 1, 2000 123,099 123,089
Additional paid-in capital 32,656,523 32,656,353
Accumulated deficit (29,982,489) (30,091,390)
Less treasury stock, at cost,
22,883 common shares at April
1, 2000 and January 1, 2000 (60,835) (60,835)
------------ ------------
Total stockholders` equity 2,736,298 2,627,217
------------ ------------
Total liabilities and stockholders'
equity $ 3,392,770 $ 3,186,223
============ ============
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Statements of Operations
(Unaudited)
Fiscal Quarters Ended
April 1, April 3,
2000 1999
---------- -----------
Product sales $1,354,459 $ 1,245,414
---------- -----------
Total revenue $1,354,459 $ 1,245,414
========== ===========
Operating expenses:
Cost of product sales 1,027,710 833,551
Selling, general, and
administrative 232,811 260,656
---------- -----------
Total operating expenses 1,260,521 1,094,207
---------- -----------
Operating income 93,938 151,207
Other income (expense), net 14,963 10,100
---------- -----------
Net income before taxes $ 108,901 $ 161,307
---------- -----------
Provision for income taxes -- 9,842
--------- -----------
Net income $ 108,901 $ 151,465
========== ===========
Net income per
basic common share $ 0.01 $ 0.01
---------- -----------
Weighted average number of
basic common shares
outstanding 12,286,178 12,308,852
========== ===========
Net income per
diluted common share $ 0.01 $ 0.01
---------- -----------
Weighted average number of
diluted common shares
outstanding 12,581,786 12,488,954
========== ===========
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Fiscal Quarters Ended
April 1, April 3,
2000 1999
--------- ---------
Cash flows from operating activities:
Net income $ 108,901 $ 151,465
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 55,257 50,319
Changes in assets and liabilities:
Trade accounts receivable (124,093) (155,343)
Inventories (145,136) (113,835)
Prepaid expenses (13,059) (27,834)
Accounts payable 75,072 132,163
Accrued expenses 34,938 (1,097)
Deferred revenue -- (2,500)
--------- ----------
Net cash (used) provided by
operating activities (8,120) 33,338
--------- ----------
Cash flows from investing activities:
Additions to property and equipment (112,295) (108,073)
Proceeds on disposal of property and
equipment 94,065 --
Proceeds from sale of marketable securities 306,672 --
--------- ----------
Net cash provided (used) by
investing activities 288,442 (108,073)
--------- ----------
Cash flows from financing activities:
Principal payments of capital lease
obligations (12,544) (11,274)
Proceeds from issuance of common stock 180 --
--------- ---------
Net cash used in
financing activities (12,364) (11,274)
--------- ---------
Net increase (decrease) in cash and
cash equivalents 267,958 (86,009)
Cash and cash equivalents at
beginning of period 1,033,522 1,498,774
--------- ----------
Cash and cash equivalents at
end of period $1,301,480 $1,412,765
========= ==========
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 (the `Company` or `CPS`) serves
the wireless communications, satellite communications, motor controller and
other microelectronic markets by developing, manufacturing, and marketing
advanced metal-matrix composite and ceramic components to house, interconnect
and thermally manage microelectronic devices. The Company`s products are
typically in the form of housings, packages, lids, substrates, thermal
planes, or heat sinks, and are used in applications where thermal management
and or weight are important considerations.
The Company`s products are manufactured by proprietary processes the
Company has developed including the QuicksetTM Injection Molding Process
(`Quickset Process`) and the QuickCastTM Pressure Infiltration Process
(`QuickCast Process`).
The Company was incorporated on June 19, 1984.
(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
April 1, 2000 and April 3, 1999 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 Income Per Common and Common Equivalent Share
- ------------------------------------------------------
Basic EPS excludes the effect of any dilutive options, warrants or
convertible securities and is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity. Diluted EPS is computed by
dividing income available to common stockholders by the sum of the weighted
average number of common shares and common share equivalents computed using
the average market price for the period under the treasury stock method
requirements.
The following table presents the calculation of both basic and diluted
EPS:
For the periods ended
April 1, April 3,
2000 1999
(Unaudited)
----------- -----------
Basic EPS Computation:
Numerator:
Net income $108,901 $151,465
Denominator:
Weighted average
common shares
outstanding 12,286,178 12,308,852
Basic EPS $0.01 $0.01
Diluted EPS Computation:
Numerator:
Net income $108,901 $151,465
Denominator:
Weighted average common
shares outstanding 12,286,178 12,308,852
Stock options 295,608 180,102
---------- ---------
Total Shares 12,581,786 12,488,954
Diluted EPS $0.01 $0.01
As of April 1, 2000 and April 3, 1999 the Company had 59,500 and
215,353 securities in the form of options to purchase common stock
that were antidilutive, respectively.
(4) Inventory
---------
Inventories consist of the following:
April 1, January 1,
2000 2000
--------- ----------
Raw materials $ 67,817 $ 71,134
Work in process 384,667 236,214
--------- ----------
$ 452,484 $ 307,348
========= ==========
(5) Accrued Expenses
- ----------------
Accrued expenses consist of the following:
April 1, January 1,
2000 2000
--------- ----------
Accrued legal and
accounting $ 27,875 $ 37,000
Accrued payroll 134,118 87,814
Accrued other 30,245 32,486
--------- ----------
$ 192,238 $ 157,300
========= ==========
(6) Supplemental Cash Flow Information
- ----------------------------------
In the first fiscal quarter of 2000, the Company paid $3,184 interest on
leases for production equipment compared to $5,491 in the first fiscal
quarter of 1999.
(7) Recent Accounting Pronouncements
- --------------------------------
In December 1999, the United States Securities and Exchange Commission
Issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition
issues, as well as examples of how the staff applies revenue recognition
guidance to specific circumstances. The application of the guidance in SAB
101 will be required by the second quarter of 2000. The effect of applying
this guidance, if any, will be reported as a cumulative effect adjustment
resulting from a change in accounting principal. Our evaluation of SAB 101
is not yet complete.
ITEM 2 MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements
that involve a number of risks and uncertainties. There are a number of
factors that could cause the Company`s actual results to differ materially
from those forecasted or projected in such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the results of any revisions to these forward-
looking statements which may be made to reflect events or changed
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Results of Operations: First Quarter of 2000 Compared to First Quarter of
1999.
- ---------------------
The Company`s net revenue in the first fiscal quarter of 2000 of $1,354
thousand increased by 9% compared with net revenue in the first fiscal
quarter of 1999 of $1,245 thousand as a result of increased product
shipments.
Gross margins declined to 24% of revenues from 33% over the same period
as a result of increased expenses associated with changes in product mix, and
investments in manufacturing and quality infrastructure which the Company
believes are necessary to support future growth. In the first quarter the
Company's quality system was certified to the ISO 9001 quality standard by
TUV Essen.
Sales, General and Administrative expenses (SG&A) declined to $233
thousand in the first fiscal quarter of 2000 compared to $261 thousand in the
first fiscal quarter of 1999 primarily as a result of lower travel expenses.
Total operating expenses in the first fiscal quarter of 2000 were
$1,261 thousand, a 15% increase over operating expenses in the first fiscal
quarter of 1999 of $1,094 thousand. Material and labor costs increased
primarily as a result of changes in the product mix.
Other income increased to $15 thousand in the first fiscal quarter of
2000 compared to other income of $10 thousand in the first fiscal quarter of
1999 as a result of higher interest income.
The cumulative effect of these revenues and costs resulted in net income
of $109 thousand, or $0.01 per basic common share, in the first fiscal
quarter of 2000, versus net income of $151 thousand, or $0.01 per basic
common share, in the first fiscal quarter of 1999.
Liquidity
- -------------------
The Company`s cash balance and cash equivalents at April 1, 2000 was
$1,301 thousand compared to the balance at January 1, 2000 of $1,034
thousand, a increase of 26%. In addition to cash, the Company had short-term
investments at April 1, 2000 of $0 thousand compared to $307 thousand at
January 1, 2000.
Trade Accounts Receivable increased to $512 thousand at April 1, 2000
from $388 thousand at January 1, 2000. This change reflects increased
product shipments in the first quarter of 2000 compared with the fourth
quarter of 1999, and the later timing of the shipments in the first quarter
of 2000. In 1999 the Company sold certain obsolete production equipment,
payment of $94 thousand was received from the purchaser of this equipment in
the first quarter of 2000.
Inventory increased to $452 thousand at the end of the first fiscal
quarter of 2000 from $307 thousand at January 1, 2000. The higher inventory
level is a result of increased customer demand, as evidenced by customer-
provided forecasts, as well as management's actions to smooth production
activities in an environment in which customers' requested shipment dates can
fluctuate significantly on a week-to-week basis.
The Company consumed cash of $112 thousand by purchasing production
equipment for $91 thousand and office equipment for $21 thousand. These
equipment additions provide the Company with increased capacity for future
growth and with increased ability to serve a broader range of customers.
The Company financed its working capital requirements during the first
fiscal quarter of 2000 with funds generated by operations, funds provided
from the sale of obsolete equipment, and existing cash balances. The Company
expects it will continue to be able to fund its working capital requirements
for the remainder of 2000 from its existing cash balance and from funds
generated by operations.
Year 2000 Issue
- ---------------
In 1998 and 1999 the Company identified three areas of possible
exposure to Year 2000 problems: 1) application programs (financial,
CAD/CAM and management information programs) used by the company, 2)
embedded programs in production and analytical equipment used by the
Company, and 3) programs used by vendors, customers and other third
parties with whom the Company conducts business.
The Company completed an assessment of its exposure in each of
these three areas and developed and implemented a plan to address issues
identified. The assessment indicated the area of greatest risk was the
area of application programs. In the process of addressing the Year
2000 issue, the Company concurrently sought to upgrade certain computer
systems to provide greater functionality. In fiscal 1998 and 1999, the
Company made capital expenditures of less than $100 thousand to purchase
and install new financial, accounting, and selected manufacturing
computer systems which are Year 2000 compliant and which provide greater
functionality.
Regarding the second area, the Company tested all production and
analytical equipment to determine where Year 2000 problems existed, and
implemented upgrades or other remedies as appropriate. No production or
analytical equipment required replacement as a result of Year 2000
problems.
Regarding the third area, the Company interviewed vendors and
customers to determine their exposure to Year 2000 issues, and developed
a contingency plan for sourcing materials and other services in the
event of an interruption.
As of April 1, 2000 the Company has not experienced any
interruptions in its operations from the Year 2000 issue, and does not
expect any interruptions in the future; however there can be no
assurance this will be the case.
Recent Accounting Pronouncements
- --------------------------------
In December 1999, the United States Securities and Exchange Commission
issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition
issues, as well as examples of how the staff applies revenue recognition
guidance to specific circumstances. The application of the guidance in SAB
101 will be required by the second quarter of 2000. The effect of applying
this guidance, in any, will be reported as a cumulative effect adjustment
resulting from a change in accounting principal. Our evaluation of SAB 101
is not yet complete.
PART II OTHER INFORMATION
Item 1 through Item 5: None
Item 6: Exhibits and Reports on Form 8-K: None
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 9, 2000 /s/Grant C. Bennett
Grant C. Bennett
President and Treasurer
(Principal Executive
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
consolidated financial statements of Ceramics Process Systems Corporation
and is qualified in its entirety by reference to such Form 10-Q for period
ending April 1, 2000.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-30-2000
<PERIOD-END> Apr-01-2000
<CASH> 1,301,480
<SECURITIES> 0
<RECEIVABLES> 526,662
<ALLOWANCES> 0
<INVENTORY> 452,484
<CURRENT-ASSETS> 2,323,879
<PP&E> 1,068,891
<DEPRECIATION> 1,259,257
<TOTAL-ASSETS> 3,392,770
<CURRENT-LIABILITIES> 473,533
<BONDS> 0
0
0
<COMMON> 12,286,969
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,392,770
<SALES> 1,354,459
<TOTAL-REVENUES> 1,354,459
<CGS> 1,027,710
<TOTAL-COSTS> 1,260,521
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 108,901
<INCOME-TAX> 0
<INCOME-CONTINUING> 108,901
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 108,901
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
