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 18, 2013
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 18, 2013, the Company issued a press release announcing its financial results for the fiscal year ended December 29, 2012. 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 18, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal year ended December 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: March 20, 2013 | /s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated March 18, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal year ended December 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 2012 RESULTS
Norton, Massachusetts, March 18, 2013. CPS Technologies Corporation (OTCBB:CPSH) today announced revenues of $4.1 million and a net loss of $84 thousand for the Fourth Quarter ended December 29, 2012. These results are approximately flat with those of the Fourth Quarter ended December 31, 2011 when the Company generated revenues of $4.2 million and incurred a net loss of $103 thousand.
Revenues for the year ended December 29, 2012 totaled $14.1 million compared with $19.8 million for the year ended December 31, 2011. The net loss for the year was $1.5 million versus a net loss of $46 thousand for the year ended December 31, 2011.
Mr. Bennett, CEO, said, “2012 was a very challenging year for us as we encountered the perfect storm of weak global demand, a slower than anticipated ramp up of hybrid and electric vehicles and the residue of a train crash in China which adversely affected our traction business. As previously stated, we viewed these conditions as temporary and expected to see a turnaround during the last half of the year. Although it took longer than expected and the global economic climate remains weak, we are pleased that we indeed did realize a significant improvement in our business in the Fourth Quarter. Our Fourth Quarter revenues were up 50% versus the Third Quarter, fueled by increases in our traction business. The increased margin on this business narrowed our operating loss to the lowest of any quarter this year. We also were able to operate at cash breakeven during the Fourth Quarter. Our net cash (cash, less bank borrowings) remained flat as the increase in receivables, resulting from higher revenues, was more than offset by a reduction in our inventories.”
“Given weak demand, our factory operated on a four-days- a-week basis throughout much of 2012. We are pleased that as of last month the factory is back to a five-days-a week, three-shifts a-day operation,” said Bennett.
Mr. Bennett continued, “In the Fourth Quarter, in addition to the rebound in our traction business, we saw an increase in the demand for our components used in hybrid and electric vehicles. This increase is the ramp we expected earlier in the year. We continue to explore opportunities for geographic expansion, especially in Japan. Finally, we continue to believe that we have substantial long-term growth opportunities in armor and military markets, despite the near term uncertainties caused by sequestration.”
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 (Audited) | |||||||
| ----Quarter Ended---- | ----Year Ended---- | ||||||
| Dec. 29, | Dec. 31, | Dec. 29, | Dec. 31, | ||||
| 2012 | 2011 | 2012 | 2011 | ||||
| ----------- | ----------- | ----------- | ----------- | ||||
| Total Revenues | $4,124,488 | $4,224,007 | $14,051,710 | $19,807,152 | |||
| Cost of Sales | 3,791,583 | 3,975,559 | 13,795,773 | 16,851,237 | |||
| ----------- | ----------- | ----------- | ----------- | ||||
| Gross Margin | 332,905 | 248,448 | 255,937 | 2,955,915 | |||
| Operating Expenses | 760,299 | 712,357 | 3,055,077 | 3,291,745 | |||
| ----------- | ----------- | ----------- | ----------- | ||||
| Operating income (loss) | (427,394) | (463,909) | (2,799,140) | (335,830) | |||
| Interest expense, net | (12,330) | (6,407) | (28,588) | (32,671) | |||
| ----------- | ----------- | ----------- | ----------- | ||||
| Income (loss) before income taxes | (439,724) | (470,316) | (2,827,728) | (368,501) | |||
| Income tax expense (benefit) | (355,700) | (367,666) | (1,305,700) | (322,766) | |||
| ----------- | ----------- | ----------- | ----------- | ||||
| Net income (loss) | (84,024) | (102,650) | (1,522,028) | (45,735) | |||
| ======== | ======== | ========= | ========= | ||||
| Net income (loss) per diluted share | ($0.01) | ($0.01) | ($0.12) | $0.00 | |||
| Shares outstanding, diluted | 12,871,671 | 12,865,659 | 12,869,618 | 12,765,774 | |||
| CPS TECHNOLOGIES CORPORATION | |||
| BALANCE SHEET (Audited) | |||
| Dec. 29, | Dec. 31, | ||
| 2012 | 2011 | ||
| ----------- | ----------- | ||
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | $306,854 | $1,142,429 | |
| Accounts receivable, net | 2,876,149 | 3,112,960 | |
| Inventories | 2,457,315 | 3,138,617 | |
| Prepaid expenses | 140,723 | 152,444 | |
| Deferred taxes, current | 354,825 | 287,056 | |
| ------------- | ------------- | ||
| Total current assets | 6,135,866 | 7,833,506 | |
| Property and equipment, net | 1,781,220 | 2,307,045 | |
| Deferred taxes, non-current | 2,432,148 | 1,193,761 | |
| ------------- | ------------- | ||
| Total assets | $10,349,234 | $11,334,312 | |
| ========= | ========= | ||
| Liabilities and Equity | |||
| Current liabilities: | |||
| Accounts payable | $1,179,313 | $1,463,997 | |
| Accrued expenses | 938,043 | 660,031 | |
| Line of Credit | 500,000 | ||
| Capital leases, current | 123,366 | 208,504 | |
| ------------- | ------------- | ||
| Total current liabilities | 2,740,722 | 2,332,532 | |
| Capital leases, non-current | 76,372 | 199,738 | |
| ------------- | ------------- | ||
| Total liabilities | 2,817,094 | 2,532,270 | |
| Stockholders' equity | 7,532,140 | 8,802,042 | |
| ------------- | ------------- | ||
| Total liabilities and stockholders' equity | $10,349,234 | $11,334,312 | |
| ========= | ========= | ||