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): November 8, 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 November 8, 2012, the Company issued a press release announcing its financial results for the fiscal quarter ended September 29, 2012. A copy of the press release is attached hereto as Exhibit 99.1 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 November 8, 2012 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended September 29, 2012. |
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 9, 2012 | /s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer |
EXHIBIT INDEX
EXHIBIT NUMBER
|
DESCRIPTION |
99 | Press release dated November 8, 2012 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended September 29, 2012. |
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 2012 RESULTS
Norton, Massachusetts, November 8, 2012. CPS Technologies Corporation (OTCBB:CPSH) today announced revenues of $2.7 million and a net loss of $531 thousand for the quarter ended September 29, 2012. This compares with revenues of $4.9 million and net income of $28 thousand for the quarter ended October 1, 2011.
Revenues for the nine months ended September 29, 2012 decreased 36% to $9.9 million from $15.6 million for the corresponding period in 2011. The net loss for the nine month period was $1,438 thousand compared with net income of $57 thousand for the first nine months of 2011.
Mr. Bennett, CEO, said, “CPS has experienced several quarters of declining demand for existing products; this decline has been longer lasting than our customers forecast or we expected. The declining demand is primarily due to macroeconomic conditions, particularly in Europe, secondarily in China and the USA. Earlier this year we reduced employment in both manufacturing and overhead positions to match our costs to our carefully- updated forecast for the rest of the year. We forecast demand would hit bottom in Q3 and then turn upward and begin to increase in Q4. Actual demand in Q3 was slightly lower than expected at that time; however, demand has, thus far in Q4, turned upward and been increasing as expected.
Our results for the third quarter and nine months to date demonstrate the critical link between sales volume and our profit or loss situation, due to our relatively high fixed-cost content. We believe we made the right decision to retain overhead personnel needed to support a higher level of demand; and we are forecasting higher demand in 2013. These resources have been focusing on continuous improvement in our manufacturing operations.”
Continuing his comments, Mr. Bennett said, “We are optimistic about a rebound in the traction business, especially in China. The Chinese demand had been strong before losing momentum following the serious train crash in the summer of 2011. Many of our European customers supply the Chinese market. Demand for our components used in hybrid and electric vehicles, although lower than initial customer-provided forecasts, is increasing as more models using our products enter the marketplace. Demand for our hermetic packages is increasing and we are achieving significant design wins. Finally, although there is considerable uncertainty regarding government defense spending near term, nevertheless, we are very encouraged by the opportunities we see in armor and the positive feedback we have received in working with the Army Research Laboratory. We remain confident that we have the right strategy, technology and team in place to generate future growth and profitability.”
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 2012
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, | Oct. 1, | Sept. 29, | Oct. 1, | ||
2012 | 2011 | 2012 | 2011 | ||
----------- | ----------- | ----------- | ----------- | ||
Total Revenues | $2,744,181 | $4,901,040 | $9,927,222 | $15,583,145 | |
Cost of Sales | 2,980,288 | 4,009,048 | 10,004,190 | 12,875,678 | |
----------- | ----------- | ----------- | ----------- | ||
Gross Margin | (236,107) | 891,992 | (76,968) | 2,707,467 | |
Operating Expenses | 641,046 | 835,375 | 2,294,778 | 2,579,388 | |
----------- | ----------- | ----------- | ----------- | ||
Operating income (loss) | (877,153) | 56,617 | (2,371,746) | 128,079 | |
Interest expense, net | (4,792) | (8,528) | (16,258) | (26,264) | |
----------- | ----------- | ----------- | ----------- | ||
Income (loss) before income taxes | (881,945) | 48,089 | (2,388,004) | 101,815 | |
Income tax expense (benefit) | (351,000) | 20,500 | (950,000) | 44,900 | |
----------- | ----------- | ----------- | ----------- | ||
Net income (loss) | (530,945) | 27,589 | (1,438,004) | 56,915 | |
======== | ======== | ========= | ========== | ||
Net income (loss) per diluted share | ($0.04) | $0.00 | ($0.11) | $0.00 | |
Shares outstanding, diluted | 12,871,659 | 13,190,317 | 12,868,934 | 13,199,666 |
CPS TECHNOLOGIES CORPORATION | ||
BALANCE SHEET (Unaudited) | ||
Sept. 29, | Dec. 31, | |
2012 | 2011 | |
----------- | ----------- | |
Assets | ||
Current assets: | ||
Cash and cash equivalents | $221,164 | $1,142,429 |
Accounts receivable, net | 2,101,077 | 3,112,960 |
Inventories | 3,301,248 | 3,138,617 |
Prepaid expenses | 115,467 | 152,444 |
Deferred taxes, current | -- | 287,056 |
------------- | ------------- | |
Total current assets | 5,738,956 | 7,833,506 |
Property and equipment, net | 1,943,352 | 2,307,045 |
Deferred taxes, non-current | 2,430,817 | 1,193,761 |
------------- | ------------- | |
Total assets | $10,113,125 | $11,334,312 |
========= | ========= | |
Liabilities and Equity | ||
Current liabilities: | ||
Accounts payable | $1,100,647 | $1,463,997 |
Accrued expenses | 835,764 | 660,031 |
Line of Credit | 400,000 | -- |
Capital leases, current | 138,448 | 208,504 |
------------- | ------------- | |
Total current liabilities | 2,474,859 | 2,332,532 |
Capital leases, non-current | 96,671 | 199,738 |
------------- | ------------- | |
Total liabilities | 2,571,530 | 2,532,270 |
Stockholders' equity | 7,541,595 | 8,802,042 |
------------- | ------------- | |
Total liabilities and stockholders' equity | $10,113,125 | $11,334,312 |
========= | ========= |