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): May 8, 2013
CPS TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-16088 | 04-2832509 |
|
(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 May 8, 2013, the Company issued a press release announcing its financial results for the fiscal quarter ended March 30, 2013. 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 May 8, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended March 30, 2013. |
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: May 10, 2013 | /s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated May 8, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended March 30, 2013. |
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 FIRST QUARTER 2013 RESULTS
Norton, Massachusetts, May 8, 2013. CPS Technologies Corporation (OTCBB:CPSH) today announced revenues of $5.0 million and net income of $3 thousand for the quarter ended March 30, 2013. This compares with revenues of $3.6 million and a net loss of $534 thousand for the quarter ended March 31, 2012.
Gross margin in the first quarter of 2013 was $914 thousand compared with a negative $34 thousand in the first quarter of 2012. This improvement in margin was due to in large part to the 42% increase in revenues, but also benefitted from the absence of additional costs associated with an outside finishing operation incurred in the First Quarter of 2012.
Commenting on the results, Grant Bennett, President and CEO, said: “I am very pleased with our first quarter results as we were able to breakeven for the first time since the third quarter of 2011. On a sequential basis, our revenues were up over 20% from our fourth quarter of 2012 which, in turn, was up 50% over the third quarter of 2012. Our traction business has been the driver of our rebound, but we have also experienced growth in our parts sold to hybrid electric vehicles and hermetic package customers.”
Mr. Bennett continued, “The current forecasts of our major customers suggest that their demand will remain strong for the foreseeable future. However, we are closely monitoring the situation as economic conditions remain volatile, especially in Europe.”
“Looking longer term, while we continue to make excellent technical progress in armor, our opportunities continue to expand into new markets. For example we have had considerable interest in using metal matrix composites from the oil and gas industry. These needs are wide ranging in scope, well beyond the applications we are serving today,” said Bennett.
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--- | ||||||||
| Mar. 30, | Mar. 31, | |||||||
| 2013 | 2012 | |||||||
| Total Revenues | $ | 5,031,078 | $ | 3,554,776 | ||||
| Cost of Sales | 4,116,641 | 3,588,616 | ||||||
| Gross Margin | $ | 914,437 | ($ | 33,840 | ) | |||
| Operating Expenses | $ | 899,915 | $ | 808,723 | ||||
| Operating Income (loss) | $ | 14,522 | ($ | 842,563 | ) | |||
| Interest expense | ($ | 10,192 | ) | ($ | 5,772 | ) | ||
| Income (loss) before taxes | $ | 4,330 | ($ | 848,335 | ) | |||
| Income tax provision (benefit) | $ | 1,720 | ($ | 314,000 | ) | |||
| Net income (loss) | $ | 2,610 | ($ | 534,335 | ) | |||
| Net income (loss) per common share | $ | 0.00 | ($ | 0.04 | ) | |||
| Weighted average shares outstanding | 12,871,759 | 12,865,659 | ||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Mar. 30, | Dec. 29, | |||||||
| 2013 | 2012 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 305,674 | $ | 306,854 | ||||
| Accounts receivable, net | 4,144,115 | 2,876,149 | ||||||
| Inventories | 2,053,169 | 2,457,315 | ||||||
| Prepaid expenses | 133,114 | 140,723 | ||||||
| Deferred taxes, current | 353,105 | 354,825 | ||||||
| Total current assets | 6,989,177 | 6,135,866 | ||||||
| Property and equipment, net | 1,806,548 | 1,781,220 | ||||||
| Deferred taxes, non-current | 2,432,148 | 2,432,148 | ||||||
| Total assets | $ | 11,227,873 | $ | 10,349,234 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,366,532 | $ | 1,179,313 | ||||
| Accrued expenses | 1,345,855 | 938,043 | ||||||
| Borrowings against Line of Credit | 600,000 | 500,000 | ||||||
| Borrowings against Lease Line | 163,155 | — | ||||||
| Capital leases, current | 108,102 | 123,366 | ||||||
| Total current liabilities | 3,583,644 | 2,740,722 | ||||||
| Capital leases, non-current | 55,848 | 76,372 | ||||||
| Total liabilities | 3,639,492 | 2,817,094 | ||||||
| Stockholders' equity | 7,588,381 | 7,532,140 | ||||||
| Total liabilities and stockholders' equity | $ | 11,227,873 | $ | 10,349,234 | ||||