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 July 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 July 1, 2000:
12,287,469.
CERAMICS PROCESS SYSTEMS CORPORATION
Form 10-Q
For The Fiscal Quarter Ended July 1, 2000
Index
PART I: FINANCIAL INFORMATION Page
Item 1: Consolidated Financial Statements 3
Consolidated Balance Sheets as of
July 1, 2000 and January 1, 2000 3
Consolidated Statements of Operations
for the fiscal quarters and six month
periods ended July 1, 2000 and
July 3, 1999 5
Consolidated Statements of Cash Flows
for the six month periods ended
July 1, 2000 and July 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
(continued on next page)
July 1, January 1,
2000 2000
ASSETS ---------- ----------
Current assets:
Cash and cash equivalents $1,250,460 $1,033,522
Short-term investments 306,672
Accounts receivable-trade 511,680 387,569
Accounts receivable-other 15,000 109,065
Inventories 529,072 307,348
Prepaid expenses 38,076 30,193
---------- ----------
Total current assets 2,344,288 2,174,369
---------- ----------
Property and equipment:
Production equipment 1,633,882 2,013,331
Furniture and office equipment 180,349 202,523
Accumulated depreciation
and amortization (753,094) (1,204,000)
---------- ----------
Net property and equipment 1,061,137 1,011,854
---------- ----------
Total assets $3,405,425 $3,186,223
========== ==========
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Balance Sheets (continued)
LIABILITIES AND STOCKHOLDERS` EQUITY
July 1, January 1,
2000 2000
--------- -----------
Current liabilities:
Accounts payable $ 207,158 $ 142,667
Accrued expenses 158,476 157,300
Deferred revenue 9,884 9,884
Current portion of obligations
under capital leases 55,128 52,255
------------ ------------
Total current liabilities 430,646 362,106
Deferred revenue 124,000 124,000
Obligations under capital
leases less current portion 44,599 72,900
------------ ------------
Total liabilities 599,245 559,006
------------ ------------
Stockholders` Equity
Common stock, $0.01 par value.
Authorized 15,000,000 shares;
issued 12,310,352 shares at July
1, 2000 and 12,308,852 at
January 1, 2000 123,149 123,089
Additional paid-in capital 32,656,563 32,656,353
Accumulated deficit (29,912,697) (30,091,390)
------------ ------------
2,867,015 2,678,052
Less treasury stock, at cost,
22,883 common shares at July
1, 2000 and January 1, 2000 (60,835) (60,835)
------------ ------------
Total stockholders' equity 2,806,180 2,627,217
------------ ------------
Total liabilities and
stockholders` equity $ 3,405,425 $ 3,186,223
============ ============
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Statements of Operations
Fiscal Six month
Quarters Ended Periods Ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
Revenue: ---------- ---------- ---------- ----------
Product sales $1,346,076 $1,421,136 $2,700,534 $2,666,550
---------- ---------- ---------- ----------
Total revenue 1,346,076 1,421,136 2,700,534 2,666,550
========== ========== ========== ==========
Operating expenses:
Cost of product sales 1,036,608 1,062,085 2,064,318 1,894,768
Selling, general, and
administrative 266,590 237,254 499,409 497,910
---------- ---------- ---------- ----------
Total operating expenses 1,303,198 1,299,339 2,563,727 2,392,678
---------- ---------- ---------- ----------
Operating income 42,877 121,796 136,807 273,872
Other income, net 26,923 12,314 41,887 22,414
---------- ---------- ---------- ----------
Income before taxes 69,800 134,110 178,693 296,286
---------- ---------- ---------- ----------
Income taxes -- (15,771) -- (5,929)
---------- ---------- --------- ----------
Net income $ 69,800 $ 149,881 $ 178,693 $ 302,215
========== ========== ========== ==========
Net income per
basic common share $ 0.01 $ 0.01 $ 0.01 $ 0.03
---------- ---------- ---------- ----------
Weighted average number of
basic common shares
outstanding 12,287,073 12,308,852 12,286,626 12,308,852
========== ========== ========= =========
Net income per
diluted common share $ 0.01 $ 0.01 $ 0.01 $ 0.02
---------- ---------- ----------- ---------
Weighted average number of
diluted common shares
outstanding 12,604,115 12,515,749 12,592,951 12,503,941
========== ========== ========= ==========
See accompanying notes to consolidated financial statements.
CERAMICS PROCESS SYSTEMS CORPORATION
Consolidated Statements of Cash Flows
Six month period ended
July 1, July 3,
2000 1999
--------- ---------
Cash flows from operating activities:
Net income $ 178,963 $ 302,215
Adjustments to reconcile net income to
cash provided by operating activities
Depreciation and amortization 107,680 91,425
Gain on disposal of equipment (14,531) --
Changes in assets and liabilities:
Accounts receivables, trade (124,111) (12,594)
Inventories (221,724) (217,429)
Prepaid expenses (7,883) (30,024)
Accounts payable 64,491 116,562
Accrued expenses 1,176 (35,253)
Deferred revenue -- ( 4,694)
--------- ----------
Net cash (used) provided by
operating activities (15,939) 210,208
--------- ----------
Cash flows from investing activities:
Proceeds from sale of assets 124,065 --
Additions to property and equipment (172,701) (228,281)
Disposal of property and equipment -- 65
Marketable Securities 306,672 --
--------- ----------
Net cash provided (used) in
investing activities 258,036 (228,216)
--------- ---------
Cash flows from financing activities:
Principal payments of capital lease
obligations (25,429) (22,853)
Proceeds from issuance of common stock 270 --
--------- ---------
Net cash used in
financing activities (25,159) (22,853)
--------- ---------
Net increase (decrease) in cash and
cash equivalents 216,938 (40,861)
Cash and cash equivalents at
beginning of period 1,033,522 1,498,774
--------- ----------
Cash and cash equivalents at
end of period $1,250,460 $1,457,913
========= ==========
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 microprocessor, 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 and six
month periods ended July 1, 2000 and July 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/Loss 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 net income 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.
Fiscal Six month
Quarters Ended Periods ended
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
----------- ---------- ---------- ----------
Basic EPS Computation:
Numerator:
Net income $69,800 $149,881 $ 178,693 $ 302,215
Denominator:
Weighted average
common shares
outstanding 12,287,073 12,302,852 12,286,626 12,308,852
Basic EPS $0.01 $0.01 $0.01 $0.03
Diluted EPS Computation:
Numerator:
Net income $ 69,800 $149,881 $ 178,693 $ 302,215
Denominator:
Weighted average
common shares
outstanding 12,287,073 12,308,852 12,286,626 12,308,852
Stock options 317,042 206,897 306,325 195,089
---------- --------- ---------- ----------
Total Shares 12,604,115 12,515,749 12,592,951 12,503,941
Diluted EPS $0.01 $0.01 $0.01 $0.02
As of July 1, 2000 and July 3, 1999, the Company had 59,500 and 193,000
securities in the form of stock options to purchase common stock that were
antidilutive, respectively.
(4) Inventory
---------
Inventories consist of the following:
July 1, July 3,
2000 1999
--------- ----------
Raw materials $ 80,095 $ 141,871
Work in process 442,828 279,758
Finished goods 6,148 --
--------- ----------
$ 529,071 $ 421,629
========= ==========
(5) Accrued Expenses
----------------
Accrued expenses consist of the following:
July 1, July 3,
2000 1999
--------- ----------
Accrued legal and
accounting $ 21,250 $ 15,000
Accrued payroll 99,097 108,386
Accrued other 38,129 25,393
--------- ----------
$ 158,476 $ 148,779
========= ==========
(6) 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. In June 2000, SEC issued staff accounting
bulletin 101B delaying the implementation of SAB 101 for six months. The
application of the guidance in SAB 101 will be required by the fourth 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.
In March 2000 the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation-an interpretation of APB Opinion No. 25. FIN 44
clarifies the application of certain aspects of APB Opinion No. 25 ("APB
25"), including the following: the definition of an employee for purposes of
applying APB 25; the criteria for determining whether a plan qualifies as
non-compensatory plan; the accounting consequences of various modifications
to the terms of previously mixed stock options or awards; and the accounting
for an exchange of stock compensation awards in a business combination. FIN
44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific
events that occurred after either December 15, 1998 or January 12, 2000. The
Company does not expect the application of FIN 44 to have a material impact
on the Company's financial position or results of operations.
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 - Second Fiscal Quarter of 2000 (Q2 2000) Compared to
---------------------------------------------------------------------------
the Second Fiscal Quarter of 1999 (Q2 1999)
-------------------------------------------
Total revenue was $1,346 thousand in Q2 2000, a 5% decrease from total
revenue of $1,421 thousand in Q2 1999. Total unit shipments increased by 17%
over this same time period. Unit shipments of AlSiC lids for microprocessors
and other high-density integrated circuits increased by 87% over this same
time period. Lids are smaller in size and have a lower average selling price
than many other AlSiC products for other market segments; the change in
product mix accounts for the increase in unit volume even though total
revenue declined.
Lids for high-performance microprocessor packaging represent a rapidly
growing market segment which management believes is a very significant
opportunity for the Company. The Company has produced samples and prototypes
of AlSiC lids for many integrated circuit manufacturers during the past
several years, and expects several of these prototypes to result in recurring
production orders in the future.
Total operating expenses of $1,303 thousand in Q2 2000 were similar to
total operating expenses of $1,299 in Q2 1999, the quarter to quarter change
being less than one percent. Cost of product sales declined by $25 thousand,
offsetting an increase in sales, general and administrative expenses of $29
thousand.
Gross margins on product sales in Q2 2000 were 23% compared to gross
margins in Q2 1999 of 25%. This decline in gross margin is primarily the
result of changes in product mix; microprocessor lids were a larger
percentage of total unit production in Q2 2000 than in Q2 1999. Management
believes that over time gross margins on microprocessor lids will be similar
to gross margins on products for other market segments the Company is
manufacturing.
The increase in selling, general and administrative expenses are the
result primarily of the purchase of market research services in Q2 2000.
The cumulative effect of these revenues and costs resulted in net
income of $70 thousand, or $0.01 per basic common share, in Q2 2000 versus
net income of $150 thousand, or $0.01 per basic common share, in Q2 1999.
Results of Operations - First Six Months 2000 Compared to First Six
-------------------------------------------------------------------
Months of 1999
--------------
Total revenue increased to $2,701 thousand in the first six months of
2000 from $2,667 thousand in the first six months of 1999, a 1% increase.
Total unit shipments increased by 17% over this same time period. Unit
shipments of AlSiC lids for microprocessors and other high-density integrated
circuits increased by 132% over this same time period.
Total operating expenses of $2,564 thousand in the first six months of
2000 increased by 7% from total operating expenses of $2,393 thousand in the
first six months of 1999. Cost of Product Sales of $2,064 thousand in the
first six months of 2000 increased by 9% from total cost of product sales of
$1,895 thousand in the first six months of 1999. Sales, general and
administrative expenses essentially remained flat over this same period of
time.
Gross margins on product sales in the first six months of 2000 were 24%
compared to gross margins in the first six months of 1999 of 29%. This
decline in gross margin is primarily the result of changes in product mix.
The cumulative effect of these revenues and costs resulted in net
income of $179 thousand, or $0.01 per basic common share, in the first six
months of 2000 compared to net income of $302 thousand, or $0.01 per basic
common share, in the first six months of 1999.
Financial Liquidity
-------------------
The Company's cash and cash equivalents balance as of July 1, 2000 was
$1,250 thousand compared to the cash and cash equivalents balance as of
January 1, 2000 of $1,033 thousand, a 21% increase; funded primarily by cash
receipts from the sale of capital equipment and short-term investments. In
both 1999 and in the first six months of 2000 operations consumed $16,000 as
a result of increases in inventory and trade receivables balances. Sales of
capital equipment and marketable securities were able to fund the Company's
investments in new production equipment.
Inventories increased to $529 thousand at July 1, 2000 from $307
thousand at January 1, 2000. Raw material inventory increased to $80
thousand from $71 thousand, work in process inventory increased to $442
thousand from $236 thousand, and finished goods inventory increased to $6
thousand from $0 over the same period. Management expects that inventory
levels will fluctuate from quarter to quarter depending on specific timing of
customer releases and management actions to smooth demand on the production
floor.
One-hundred percent of the Company's products are custom, and the
Company does not build inventory in advance of customer demand; all work in
process and finished goods inventory represent production for which the
Company has purchase orders from customers.
Trade Accounts Receivable increased to $512 thousand at July 1, 2000
from $398 thousand at January 1, 2000 due to higher shipments in June 2000
than in December 1999.
The Company financed its working capital requirements during Q2 2000
and the first six months of 2000 with funds generated by sales of capital
equipment and from existing cash balances. The Company expects it will
continue to be able to fund its working capital requirements for the
remainder of 2000 through operations.
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. In June 2000, SEC issued Staff Accounting
Bulletin 101B delaying the implementation of SAB 101 for six months. The
application of the guidance in SAB 101 will be required by the fourth 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.
In March 2000 the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions
Involving Stock Compensation-an interpretation of APB Opinion No. 25. FIN 44
clarifies the application of certain aspects of APB Opinion No. 25 ("APB
25"), including the following: the definition of an employee for purposes of
applying APB 25; the criteria for determining whether a plan qualifies as
non-compensatory plan; the accounting consequences of various modifications
to the terms of previously mixed stock options or awards; and the accounting
for an exchange of stock compensation awards in a business combination. FIN
44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific
events that occurred after either December 15, 1998 or January 12, 2000. The
Company does not expect the application of FIN 44 to have a material impact
on the Company's financial position or results of operations.
PART II OTHER INFORMATION
Item 1 through Item 5: None
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
(b) 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: August 14, 2000 /s/Grant C. Bennett
Grant C. Bennett
President and Treasurer
(Principal Executive
Officer)
