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 28, 2012
CPS TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-16088 | 04-2832409 |
|
(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 28, 2012, the Company issued a press release announcing its financial results for the fiscal year ended December 31, 2011. 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
(d)
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 28, 2012 of CPS Technologies Corporation announcing its financial results for the fiscal year ended December 31, 2011 . |
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 30, 2012 | /s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 28, 2012 of CPS Technologies Corporation announcing its financial results for the fiscal year ended December 31, 2011. |
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 2011 RESULTS
Norton, Massachusetts, March 28, 2012. CPS Technologies Corporation (OTCBB:CPSH) today announced revenues of $19.8 million and a net loss of $46 thousand for the year ended December 31, 2011. This compares with revenues of $21.4 million and net income of $710 thousand for the year ended December 25, 2010.
Our results for 2011 reflect softness in demand in some of our key markets which was accentuated in the fourth quarter. We believe the slowdown in demand was due to some customers lowering inventories, and to a combination of factors including the economic crisis in Europe, the mid-year train crash in China which affected our traction business and the general global weakness in economic activity. We view all these factors as temporary. As we look forward, we expect the sluggishness experienced in the fourth quarter of 2011 and into the first half of 2012 to transition to accelerating sales in the second half of this year.
Grant Bennett, CEO, commented, “Given our assessment that sales will accelerate in the second half of this year we have retained staffing levels to support this expected growth. This decision, coupled with certain strategic price reductions, resulted in gross margins in 2011 of 15% compared to 19% in 2010. The strategic price reductions have allowed us to penetrate new applications, and they also reflect our confidence in our ongoing manufacturing improvement activities. Our recent announcement of a four-year supply agreement with a tier one automobile supplier is tangible evidence of the success of this strategy. We are also very pleased with the level of design wins in 2011 which lay a strong foundation for future growth.”
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 2011
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 | ||
| ----Fiscal Year Ended---- | ||
| Dec. 31, | Dec. 25, | |
| 2011 | 2010 | |
| ----------- | ----------- | |
| Total Revenues | $19,807,152 | $21,397,318 |
| Cost of Sales | 16,851,237 | 17,381,366 |
| ------------- | ------------- | |
| Gross Margin | 2,955,915 | 4,015,952 |
| Operating Expenses | 3,291,745 | 2,962,366 |
| ------------- | ------------- | |
| Operating income(loss) | (335,830) | 1,053,586 |
| Other (expense), net | (32,671) | (32,424) |
| ------------- | ------------- | |
| Income (loss) before income taxes | (368,501) | 1,021,162 |
| Income tax expense(benefit) | (322,766) | 310,973 |
| ------------- | ------------- | |
| Net income(loss) | $ (45,735) | $ 710,189 |
| ========= | ========== | |
| Net income(loss) per diluted share | $ 0.00 | $ 0.06 |
| Shares outstanding, diluted | 12,765,744 | 12,881,542 |
| CPS TECHNOLOGIES CORPORATION | ||
| BALANCE SHEET | ||
| Dec. 31, | Dec. 25, | |
| 2011 | 2010 | |
| ----------- | ----------- | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $ 1,142,429 | $ 1,803,222 |
| Accounts receivable, net | 3,112,960 | 3,922,962 |
| Inventories | 3,138,617 | 1,523,758 |
| Prepaid expenses | 152,444 | 76,579 |
| Deferred taxes, current | 287,056 | 354,774 |
| ------------- | ------------- | |
| Total current assets | 7,833,506 | 7,681,295 |
| Property and equipment, net | 2,307,045 | 2,184,301 |
| Deferred taxes, non-current | 1,193,761 | 745,505 |
| ------------- | ------------- | |
| Total assets | $ 11,334,312 | $ 10,611,101 |
| ========= | ========= | |
| Liabilities and Equity | ||
| Current liabilities: | ||
| Accounts payable | $ 1,463,997 | $ 812,564 |
| Accrued expenses | 660,031 | 884,259 |
| Capital leases, current | 208,504 | 253,167 |
| ------------- | ------------- | |
| Total current liabilities | 2,332,532 | 1,949,990 |
| Capital leases, non-current | 199,738 | 175,561 |
| ------------- | ------------- | |
| Total liabilities | 2,532,270 | 2,125,551 |
| Stockholders' equity | 8,802,042 | 8,485,550 |
| ------------- | ------------- | |
| Total liabilities and stockholders' equity | $11,334,312 | $10,611,101 |
| ========= | ========= |