UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December
29, 2012
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
CPS TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
04-2832509 (I.R.S. Employer Identification No.) |
| 111 South Worcester Street Norton, MA (Address of principal executive offices) |
02766-2102 (Zip Code) |
Registrant’s telephone no., including area code: 508-222-0614
Securities registered pursuant to Section
12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value, $0.01 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act
[ ] Yes [X] No
The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant was $28.0 million based on the average of the reported closing bid and asked prices for the Common Stock as of the last business day of the registrant’s most recently completed second fiscal quarter as reported on the OTC Bulletin Board.
Number of shares of Common Stock outstanding as of February 26, 2013: 12,871,759 shares.
Documents incorporated by reference.
Part I
Item 1. Business.
CPS Technologies Corporation (the ‘Company’ or ‘CPS’) provides advanced material solutions to the electronics, power generation, automotive and other industries. In 2008 the Company also entered into a cooperative agreement with the U.S. Army to further develop its composite technology to produce armor.
The Company’s products are generally used in high-power, high-reliability applications. These applications always involve energy use or energy generation and the Company’s products allow higher performance and improved energy efficiency. The Company is an important participant in the growing movement towards alternative energy and "green" lifestyles. For example, the
Company’s products are used in mass transit, hybrid and electric cars, wind-turbines for electricity generation as well as routers and switches for the internet which in turn allows telecommuting.
The Company’s primary advanced material solution is metal matrix composites (MMCs), a new class of materials which are a combination of metal and ceramic. CPS has a leading, proprietary position in metal matrix composites. Metal matrix composites have several superior properties compared to conventional materials including improved thermal conductivity, thermal expansion matching, stiffness and light weight which enable higher performance and higher reliability in our customers’ products.
Like plastics several decades ago, we believe metal-matrix composites will penetrate many end markets over many years. CPS management believes our business model of providing advanced material solutions to a portfolio of high growth end markets which are, at any point in time, in various stages of the technology adoption lifecycle, provides CPS with the opportunity for sustained growth and a diversified customer base. We believe we have validated this model as we are now supplying customers at all stages of the technology adoption lifecycle.
CPS is the leader in supplying metal matrix composites to certain high growth electronics end markets which are well along in the adoption lifecycle and therefore generating significant demand. These end markets include high-performance integrated circuits and circuit boards used in internet switches and routers, as well as motor controllers used in high-speed electric trains, subway cars and wind turbines. CPS supplies heat spreaders, lids and baseplates to customers in these end markets. CPS is a fully qualified manufacturer for many of the world’s largest electronics OEMs.
CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites; they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.
Concurrently, CPS is participating in certain end markets that are at an earlier stage of the adoption lifecycle. Management believes these end markets will generate additional growth in both the intermediate and longer term. An example of such an end market is motor controllers for hybrid automotives and trucks. In 2012, the Company’s baseplates were available in several models of automobiles.
We are also actively working with customers in end markets at the beginning stages of the adoption lifecycle. An example of such a market is the market for armor. In 2008 the Company entered into a cooperative agreement with the Army Research Laboratory to further develop large hybrid metal matrix composite modules which integrally combine metal matrix composites and ceramics by enveloping ceramic tiles with MMCs. This system offers a lighter weight, durable, multi-hit capable and cost competitive alternative to conventional steel, aluminum and ceramic based armor systems. CPS hybrid hard face armor modules are comprised of multiple materials completely enveloped within and mechanically and chemically bonded to lightweight and stiff aluminum metal matrix composites.
The Company believes that its hybrid hard face armor tiles will find application in many military vehicles as well as armored commercial vehicles.
Our products are manufactured by proprietary processes we have developed including the QuicksetTM Injection Molding Process (‘Quickset Process’) and the QuickCastTM Pressure Infiltration Process (‘QuickCast Process’).
CPS was incorporated in Massachusetts in 1984 as Ceramics Process Systems Corporation and reincorporated in Delaware in April 1987 through a merger into a wholly-owned Delaware subsidiary organized for purposes of the reincorporation. In July 1987, CPS completed our initial public offering of 1.5 million shares of our Common Stock. In March 2007, we changed our name from Ceramics Process Systems Corporation to CPS Technologies Corporation.
Overview of Markets and Products
Electronics Markets Overview
Consumer demand continues to motivate the electronics industry
to produce products which:
- operate at higher speeds;
- are smaller in size; and
- operate with higher reliability.
While these three requirements result in products of ever-increasing performance, these requirements also create a fundamental challenge for the designer to manage the heat generated by the system moving at higher speeds and/or higher power. Smaller assemblies further concentrate the heat and increase the difficulty of removing it.
This challenge is found at each level in an electronic assembly: at the integrated circuit level speeds are increasing and line widths are decreasing; at the circuit board level higher density devices are placed closer together on circuit boards; and at the system level higher density circuit boards are being assembled closer together.
The designer must resolve the thermal management issues or the system will fail. For every 10 degree Celsius rise in temperature above a threshold level, the reliability of a circuit is decreased by approximately half. In addition, heat usually causes changes in parameters which degrade the performance of both active and passive electronic components.
To resolve thermal management issues the designer is primarily concerned with two properties of the materials which comprise the system: 1) thermal conductivity, which is the rate at which heat moves through materials, and 2) thermal expansion rate (Coefficient of Thermal Expansion or CTE) which is the rate at which materials expand or contract as temperature changes. The designer must ensure that the temperature of an electronic assembly stays within a range in which the differences in the expansion rates of the materials in the assembly do not cause a failure from breaking, delaminating, etc.
CPS combines at the microstructural level a ceramic with a metal to produce a metal matrix composite which has the thermal conductivity needed to remove heat, and a thermal expansion rate which is sufficiently close to other components in the assembly to ensure the assembly is reliable. The ceramic is silicon carbide (SiC), the metal is aluminum (Al), and the composite is aluminum silicon carbide (AlSiC), a metal-matrix composite. CPS can adjust the thermal expansion rate of AlSiC components to match the specific application by modifying the amount of SiC compared to the amount of Al in the component.
CPS produces products made of AlSiC in the shapes and configurations required for each application, for example, in the form of lids, substrates, housings, etc. Every product is made to a customer’s blueprint. The CPS process technology allows most products to be made to net shape, requiring no or little final machining.
Although our focus today is on AlSiC components, we believe our proprietary Quickset- Quickcast process technology can be used to produce other metal-matrix composites which may meet future market needs.
Today, the problem of thermal management is most acute in high-performance, high-density applications such as high-performance microprocessors, application-specific integrated circuits for internet routers and switches, motor controllers for trains, subway cars and wind turbines, and components for satellite communications. However, as the trends towards faster speeds, reduced size and increased reliability continue, and as high-density circuitry is used in a larger number of applications, we believe our products will be used in an increasing number of applications across many end markets.
Structural Markets Overview
Structural applications perform primarily a mechanical rather than electrical function. In any mechanical assembly with moving parts the stiffness and weight of moving parts can have a significant impact on the performance and energy efficiency of the assembly. In particular, in equipment with reciprocating components increasing the stiffness and reducing the weight of reciprocating components improves the performance and energy efficiency of the equipment.
Today many mechanical components are made of steel because steel has the stiffness required for the particular application. AlSiC has approximately the same stiffness as steel, but is only one-third the weight of steel. AlSiC is, however, higher cost than steel. However, we believe there are many mechanical applications where the customer will pay the higher cost for AlSiC because of significant improvements in performance resulting from the superior stiffness-to-weight ratio of AlSiC.
Examples of structural applications for which we are developing and supplying components include armor, robotic arms for semiconductor manufacturing equipment and components used in oil and gas industries.
Specific Markets and Products
Motor Controller Applications (Insulated Gate Bipolar Transistor ("IGBT") Applications)
The use of power modules to control electric motors of all sizes is growing. This growth is the result of several factors including emerging high-power applications which demand power controllers such as trains, subways and certain industrial equipment, and cost declines in power modules which increasingly make variable speed drives cost effective. Power semiconductors are a very significant portion of the cost of variable speed drives, and the cost of the module housing and thermal management system are also significant; declines in the costs of all these components is driving increased use of variable speed drives.
We provide baseplates and heat spreaders on which power semiconductors are mounted to produce modules for motor control. The power semiconductors are typically insulated gate bipolar transistors and these applications are often referred to as IGBT applications. Our AlSiC baseplates have sufficient thermal conductivity to allow for removal of heat through the baseplate, and have a thermal expansion rate sufficiently similar to the other components in the assembly to ensure reliability over time as the assembly thermally cycles. We believe this market will continue to grow as the use of power modules penetrates additional motor applications, and as electric motors themselves penetrate new applications such as the hybrid electric vehicle.
Today our primary products for IGBT applications are used in electric trains, subway cars, wind-generating turbines and hybrid and electric vehicles.
Major automobile companies around the world are introducing hybrid electric vehicles (HEVs) and electric vehicle (EVs) at an increasing rate. This focus on more energy efficient vehicles is being driven by increases in energy costs and concerns about climate change. There are many varieties of HEVs and EVs, but all HEVs and EVs contain an electric motor and contain one or more motor controller modules. The Company provides baseplates on which motor controller modules are assembled; these baseplates are lighter weight and provide greater reliability than baseplates made from more conventional materials.
The Company is working with multiple tier one and tier two suppliers to the automobile industry on several new designs for future introduction. The Company believes the HEV and EV markets will be the source of significant and long-term growth for the Company.
Lids and Heat Spreaders for High-Performance Microprocessors, Application-Specific Integrated Circuits and Other Integrated Circuits ("Flip-chip Applications")
Increases in speed, circuit density, and the number of connections in microprocessor chips (CPUs) and application-specific integrated circuits (ASICs) are accelerating a transition in the way in which these circuits are packaged. Packages provide mechanical protection to the integrated circuit (IC), enable the IC to be connected to other circuits via pins, solder bumps or other connectors, and allow attachment of a heat sink or fan to ensure the IC does not overheat. In the past most high-performance ICs were electrically connected to the package by fine wires in a process known as wire bonding. Today, most high-performance semiconductors are connected to the package by placing metal bumps on the connection points of the die, turning the die upside down in the package, and directly connecting the bumps on the die with corresponding bumps on the package base by reflowing the bumps. This is referred to as a "flip-chip package". Flip chip packages allow for connection of a larger number of leads in a smaller space, and can provide other electrical performance advantages compared to wire bonded packages.
In many flip chip configurations a lid or heat spreader is placed over the die to protect the die from mechanical damage and to facilitate the removal of heat from the die. Often a heat sink or fan is then attached to the lid. For a high-density die the package designer must ensure that the lid has sufficient thermal conductivity to remove heat from the die and that all components of the package assembly - the die itself, the package base, and the package lid - are made from materials with sufficiently similar thermal expansion rates to ensure the assembly will not break itself apart over time as it thermally cycles.
Our composite material, AlSiC, has been developed to meet these two needs: it is engineered to have sufficient thermal conductivity to allow the heat generated by the die to be removed through the lid, and it is engineered to expand upon heating at a rate similar to other materials used in the package assembly in order to ensure reliability of the package over time as it thermally cycles. We produce lids made of AlSiC for high performance microprocessors and application-specific integrated circuits used in servers, internet switches and other applications.
Most participants in the semiconductor industry believe the densities of ICs will continue to increase following the well-known "Moore’s Law". As IC densities increase, generally so does the IC size, and the amount of heat generated by the IC. We believe the need for thermal management will continue to grow rapidly.
Customers
We sell primarily to major microelectronics systems houses in the United States, Europe and Asia. Our customers typically purchase prototype and evaluation quantities of our products over a one to three year period before purchasing production volumes.
In 2012, our three largest customers accounted for 38%, 17% and 8% of revenues, respectively. In 2012, 83% of our revenues were derived from commercial applications and 17% from defense-related applications.
Research and Development
In 2012, costs incurred related to funding under the Cooperative Agreement were $605 thousand of which $597 thousand was reimbursed by the U.S. Army and $8 thousand was the Company’s cost share. The revenue recognized by the Company of $597 thousand less the Company’s research and development cost of $502 thousand resulted in a gross margin of $95 thousand.
Availability of Raw Materials
We use a variety of raw materials from numerous domestic and foreign suppliers. These materials are primarily aluminum ingots, ceramic powders and chemicals. The raw materials we use are available from domestic and foreign sources and none is believed to be scarce or restricted for national security reasons. We use no conflict metals.
Patents and Trade Secrets
As of December 29, 2012, we had 11 United States patents and seven United States patent pending. We also have several international patents covering the same subject matter as the U.S. patents. Our licensees have rights to use certain patents as defined in their respective license agreements.
We intend to continue to apply for domestic and foreign patent protection in appropriate cases. In other cases, we believe we are better served by reliance on trade secret protection. In all cases, we seek protection for our technological developments to preserve our competitive position.
Backlog and Contracts
Over 90% of the Company's product sales are custom in that they are based on customers drawings and the large majority of these sales are "designed in" and are sold over multiple years. Major customers typically give the Company a non-binding forecast of demand for a one-year period and then negotiate a pricing agreement with the Company valid for a year. Each week customers then issue releases or authorizations to ship under the pricing agreements. At any point in time the contractually binding backlog represented by the releases in hand does not necessarily reflect underlying demand. Given this situation, the Company does not believe backlog data is helpful to investors.
Competition
We have developed and expect to continue to develop products for a number of different end markets and we will encounter competition from different producers of metal-matrix composites and other competing materials.
We believe that the principal competitive factors in our end markets today include technical competence, product performance, quality, reliability, price, corporate reputation, and strength of sales and marketing resources. We believe our proprietary processes, reputation, and the price at which we can offer products for sale will enable us to compete successfully in the many electronics end markets. However, many of the American and foreign companies now producing or developing metal-matrix composites have far greater financial and sales and marketing resources than we do which may enable them to develop and market products which would compete against those developed by us.
Government Regulation
We produce non-nuclear, non-medical hazardous waste in our development and manufacturing operations. The disposal of such waste is governed by state and federal regulations. Various customers, vendors, and collaborative development agreement partners of CPS may reside abroad, thereby possibly requiring export and import of raw materials, intermediate products, and finished products, as well as potential technology transfer abroad under collaborative development agreements. These types of activities are regulated by bureaus within the Departments of Commerce, State and Treasury.
In 2008, the Company entered into a cooperative agreement with the US Army Research Laboratory to perform research and development concerning hybrid metal matrix composite encapsulated ceramic armor technology. The Cooperative Agreement is a four-year agreement which is 95% funded by the US Department of Defense and 5% funded by CPS.
Revenues from this Cooperative Agreement are recognized proportionally as costs are incurred. We are reimbursed for reasonable and allocable costs up to the reimbursement limits set by the Cooperative Agreement. All payments to the Company for work performed on this Cooperative Agreement are subject to audit and adjustment by the Defense Contract Audit Agency. Adjustments, if any, are recognized in the period made.
Employees
As of December 29, 2012, we had 134 full-time employees and 5 part-time employees, of whom 120 were engaged in manufacturing and engineering and 14 in sales and administration, including finance, purchasing, IT, and customer service. There are no temporary employees working at this time to support production and program requirements.
None of our employees are covered by a collective bargaining agreement. We consider our relations with our employees to be excellent.
Item 1A. Risk Factors.
We are heavily dependent on the electronics industry and changes in the industry could harm our business and operating results.
The electronics industry is subject to economic cycles, demand in some segments is currently volatile, and is likely in the future to experience recessionary periods. A protracted general recession in the electronics industry could have a material adverse effect on our business, financial condition and results of operations.
Our operating results may fluctuate substantially, which may cause our stock price to fall.
Our quarterly and annual results of operations have varied in the past, and our operating results may vary significantly in the future due to a number of factors including, but not limited to: timing of orders from major customers; mix of products and services; pricing and other competitive pressures; delays in prototype shipments, economic conditions in the electronics industry, raw material costs, and our ability to time expenditures in anticipation of future revenues.
Some executive officers and key personnel are critical to our business and these key personnel may not remain with the Company in the future.
Our success depends upon the continued service of some executive officers and other key personnel. Our employees are not bound by employment agreements, and there can be no assurance that the Company will retain its officers and key employees.
We may need additional capital in the future, which may not be available.
If our capital resources are insufficient to meet future capital requirements, we will have to raise additional funds. The sale of equity or convertible debt securities in the future may be dilutive to our shareholders. If we are unable to obtain adequate funds on reasonable terms, we may be required to curtail operations significantly or to obtain funds by entering into financing agreements on unattractive terms.
The trading price of our common stock may be volatile.
The trading prices of our common stock has been and could in the future be subject to significant fluctuations in response to variations in quarterly operating results, developments in the electronics industry, changes in general economic conditions and economic conditions in the electronics industry, and other factors. In addition, the stock market in recent years has experienced significant price and volume fluctuations which have affected the market prices of technology companies and which have been unrelated to or disproportionately impacted by the operating performance of those companies. These broad market fluctuations may cause the market price of our common stock to decline.
The Company relies on a small number of customers for a large percentage of its revenues.
Historically the Company has had a small number of customers representing a large percentage of its total sales. Although the Company endeavors to expand its customer base, we expect that sales to a limited number of customers will continue to account for a high percentage of our revenues in any given period for the foreseeable future. The reliance makes us particularly susceptible to factors affecting those customers. If such customers’ business declines and as a result our sales to such customers decline without corresponding sales orders from other customers, our financial condition and results of operations would be adversely affected.
The growth of our business depends upon the development and successful commercial acceptance of our new products.
Our failure to develop, manufacture, and sell new products in quantities sufficient to offset a decline in revenue from existing products or to successfully manage product and related inventory transactions could harm our business. We depend upon timely and efficient completion of design and development, implementation of manufacturing processes, and effective sales, marketing and customer service. Because of the complexity of our products, significant delays may occur in introducing new products, or between a product’s initial introduction and volume production.
Technological changes may make our products obsolete or result in decreased prices or increased expenses.
Although our products are “designed-in” and often have lives lasting several years, and technological changes could eliminate our competitive advantages. This could lead to significant price erosion for products. Our success will depend in part on our ability to develop and offer more advanced products in the future, to anticipate both future demand and the technology to supply that demand, to enhance our current products and services, to provide those products and services at competitive prices on a timely and cost-effective basis to achieve market acceptance of those products and services.
Our military business could suffer as a result of the pressures to reduce defense spending.
Over the past four years revenues from our contract with the U.S. Army Research Laboratory has approximated 10% of the Company’s total revenue. This contract will expire in 2013 and pressures to reduce national spending on defense could make it difficult to continue to generate revenues from the military sector.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties.
As of December 29, 2012, all our manufacturing, engineering, sales and administrative operations are located in leased facilities in Norton, Massachusetts and Attleboro, MA. The Company entered into a 10-year lease for the Norton facilities effective on March 1, 2006. The leased facilities comprise approximately 38 thousand square feet.
In February 2011, the Company entered into a lease for an additional 13.8 thousand square feet in Attleboro, MA. The lease term is for one year and has an option to extend the lease for five additional one year periods. The Company renewed the lease in October 2012 for one additional year.
Item 3. Legal Proceedings.
We are not a party to any litigation which could have a material adverse effect on us or on our business and we are not aware of any pending or threatened material litigation against us.
Item 4. Mine Safety Disclosures
Not applicable
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
On December 29, 2012, we had approximately 360 shareholders. The high and low closing bid prices of our common stock for each quarter during the years ended December 29, 2012 and December 31, 2011 are shown below.
| 2012 | 2011 | |||||||||||||||||
| High | Low | High | Low | |||||||||||||||
| 1st Quarter | $ | 2.30 | $ | 1.10 | $ | 2.38 | $ | 1.65 | ||||||||||
| 2nd Quarter | $ | 2.75 | $ | 1.99 | $ | 2.38 | $ | 1.75 | ||||||||||
| 3rd Quarter | $ | 2.40 | $ | 1.29 | $ | 2.20 | $ | 1.65 | ||||||||||
| 4th Quarter | $ | 1.80 | $ | 1.00 | $ | 2.20 | $ | 1.01 | ||||||||||
We have never paid cash dividends on our Common Stock. We currently plan to reinvest our earnings, if any, for use in the business and do not intend to pay cash dividends in the foreseeable future. Future dividend policy will depend, among other factors, upon our earnings and financial condition.
Our Common Stock is traded on NASD’s Over-the-Counter Bulletin Board (OTCBB) under the symbol CPSH.OB
Item 6. Selected Financial Data (000’s, except per share amounts)
The following selected financial data of CPS should be read in conjunction with the financial statements and related notes filed as part of this Annual Report on Form 10-K. Amounts are in thousands except per share amounts.
SELECTED FINANCIAL DATA
| For the Fiscal Year: | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
| Summary of Operations | ||||||||||||||||||||
| Product Revenue | $ | 13,454 | $ | 17,643 | $ | 19,913 | $ | 11,301 | $ | 14,456 | ||||||||||
| Cooperative Agreement Revenue | 597 | 2,164 | 1,484 | 1,679 | 357 | |||||||||||||||
| Operating Expenses | 16,851 | 20,143 | 20,344 | 12,831 | 13,429 | |||||||||||||||
| Operating Income (Loss) | (2,799 | ) | (336 | ) | 1,054 | 149 | 1,384 | |||||||||||||
| Other Income (Expense), Net | (29 | ) | (33 | ) | (32 | ) | (39 | ) | (44 | ) | ||||||||||
| Net Income (Loss) Before Taxes | (2,828 | ) | (369 | ) | 1,021 | 110 | 1,340 | |||||||||||||
| Provision Benefit) for Income Taxes | (1,306 | ) | (323 | ) | 311 | (452 | ) | (134 | ) | |||||||||||
| Net Income (Loss) | (1,522 | ) | (46 | ) | 710 | 562 | 1,474 | |||||||||||||
| Net Income (Loss) Per Basic Common Share | $ | (0.12 | ) | $ | 0.00 | $ | 0.06 | $ | 0.04 | $ | 0.12 | |||||||||
| Weighted Average Basic Number of Common Shares Outstanding | 12,870 | 12,766 | 12,643 | 12,625 | 12,613 | |||||||||||||||
| Net Income (Loss) Per Diluted Common Share | $ | (0.12 | ) | $ | 0.00 | $ | 0.06 | $ | 0.04 | $ | 0.11 | |||||||||
| Weighted Average Diluted Number of Common Shares Outstanding | 12,870 | 12,766 | 12,882 | 12,931 | 13,243 |
|
| Year-End Position | ||||||||||||||||||||
| Working Capital | $ | 3,395 | $ | 5,501 | $ | 5,731 | $ | 5,020 | $ | 4,663 | ||||||||||
| Total Assets | $ | 10,349 | $ | 11,334 | $ | 10,611 | $ | 9,230 | $ | 8,367 | ||||||||||
| Long-term Obligations | $ | 76 | $ | 200 | $ | 176 | $ | 263 | $ | 152 | ||||||||||
| Stockholders’ Equity | $ | 7,532 | $ | 8,802 | $ | 8,486 | $ | 7,553 | $ | 6,981 |
SELECTED QUARTERLY FINANCIAL DATA
| First | Second | Third | Fourth | |||||||||||||
| Fiscal | Fiscal | Fiscal | Fiscal | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2012 | ||||||||||||||||
| Total Revenues | $ | 3,555 | $ | 3,628 | $ | 2,744 | $ | 4,125 | ||||||||
| Gross Margin | $ | (34 | ) | $ | 193 | $ | (236 | ) | $ | 333 | ||||||
| Net Income (loss) | $ | (534 | ) | $ | (373 | ) | $ | (531 | ) | $ | (84 | ) | ||||
| Net Income (loss) Per Basic Share | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.01 | ) | ||||
| Net Income (loss) Per Diluted Common Share | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.01 | ) | ||||
| 2011 | ||||||||||||||||
| Total Revenues | $ | 5,840 | $ | 4,842 | $ | 4,901 | $ | 4,224 | ||||||||
| Gross Margin | $ | 856 | $ | 959 | $ | 892 | $ | 249 | ||||||||
| Net Income | $ | 16 | $ | 13 | $ | 28 | $ | (103 | ) | |||||||
| Net Income (loss) Per Basic Share | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | (0.01 | ) | |||||||
| Net Income (loss) Per Diluted Common Share | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | (0.01 | ) |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This document contains forward-looking statements, based on numerous assumptions, subject to risks and uncertainties. Although we believe that the forward-looking statements are reasonable, we do not and cannot give any assurance that our beliefs and expectations will prove to be correct. Many factors could significantly affect our operations and cause our actual results to be substantially different from our expectations. Those factors include, but are not limited to: (i) general economic and business conditions; (ii) customer acceptance of our products; (iii) materials and manufacturing costs; (iv) the financial condition of customers, competitors and suppliers; (v) technological developments; (vi) increased competition; (vii) changes in capital market conditions; (viii) governmental and business conditions in countries where our products are manufactured and sold; (ix) changes in trade regulations; (x) the effect of acquisition activity; (xi) changes in our plans, strategies, objectives, expectations or intentions; and (xii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report. We do not have an obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
Overview
The Company provides advanced material solutions to the electronics, robotics, automotive, defense and other industries.
CPS’ primary advanced material solution is metal matrix composites, a new class of materials which are a combination of metal and ceramic. CPS has a leading, proprietary position in metal matrix composites. Metal matrix composites have several superior properties compared to conventional materials including improved thermal conductivity, thermal expansion matching, stiffness and light weight, which enable higher performance and higher reliability in our customers’ products.
The end markets which account for a majority of our sales today are all electronics markets: primarily the high-performance microprocessor and application-specific integrated circuits market and the motor controller market. The Company’s products are typically in the form of housings, packages, lids, substrates, thermal planes, heat spreaders or baseplates, and are used in applications where thermal management and/or weight are important considerations.
In addition to electronics end markets, we are developing, manufacturing and marketing metal-matrix composite components for some structural end-markets including armor.
The objective of the Cooperative Agreement with the U.S. Army is to further develop large hybrid metal matrix composite modules which integrally combine metal matrix composites and ceramics by enveloping ceramic tiles with MMCs. This system offers a lighter weight, durable, multi-hit capable and cost competitive alternative to conventional steel, aluminum and ceramic based armor systems. CPS hybrid hard face armor modules are comprised of multiple materials completely enveloped within and mechanically and chemically bonded to lightweight and stiff aluminum metal matrix composites. The Company believes that its hybrid hard face armor tiles will find application in many military vehicles as well as armored commercial vehicles.
CPS’s products are custom rather than catalog items. They are made to customers’ designs and are used as components in systems built and sold by our customers. At any point in time our product mix will consist of some products with on-going production demand, and some products which are in the prototyping or evaluation stages at our customers. The Company seeks to have a portfolio of products which include products in every stage of the technology adoption lifecycle at our customers. CPS’ growth is dependent upon the level of demand for those products already in production, as well as its success in achieving new "design wins" for future products.
As a manufacturer of highly technical and custom products, the Company incurs fixed costs needed to support the business, but which do not vary significantly with changes in sales volume. These costs include the fixed costs of applications engineering, tooling design and fabrication, process engineering, etc. Accordingly, particularly given our current size, changes in sales volume generally result in even greater changes in financial performance on a percentage basis as fixed costs are spread over a larger or smaller base. Sales volume is therefore a key financial metric used by management.
The Company believes the underlying demand for metal matrix composites is growing as the electronics and other industries seek higher performance, higher reliability, and reduced costs. CPS believes that the Company is well positioned to offer our solutions to current and new customers as these demands grow. In 2012 its top three customers accounted for 63% of revenue and the remaining 37% of revenue was derived from 69 other customers. In 2011 the top three customers accounted for 71% of revenue and the remaining 29% of revenue was derived from approximately 49 customers.
Application of Critical Accounting Policies
Financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. As such, the Company is required to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. CPS’s significant accounting policies are presented within Note 2 to the financial statements; the significant accounting policies which management believes are most critical to aid in fully understanding and evaluating its reported financial results include the following:
Revenue Recognition ($ in 000)
Revenue is recognized in accordance with the provisions of the Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 104 which establishes guidance in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.
Shipping terms are customarily EXW (Ex-works) Shipping Point which terms are consistent with “FOB Shipping Point”. Revenues for products sold in the normal course of business are recognized upon shipment when delivery terms are EXW shipping point and all other revenue recognition criteria have been met.
The Company also has consigned inventory agreements with a few customers. For product shipped under consigned inventory agreements, the Company recognizes revenue when the customer either notifies CPS that they have picked the product from the consigned inventory or, in some cases, when sixty days have elapsed from the date the shipment arrives at the customer’s location. Of the total inventory of $2.5 million at December 29, 2012, $1.1 million was located at customers’ locations pursuant to consigned inventory agreements. Of the total inventory of $3.1 million at December 31, 2011, $1.4 million was located at customers’ locations pursuant to consigned inventory agreements.
Advance payments, if any, in excess of revenue recognized are recorded as deferred revenue.
In 2008, CPS entered into a cooperative agreement with the US Army Research Laboratory to perform research and development concerning hybrid metal matrix composite encapsulated ceramic armor technology. The Cooperative Agreement is a four-year agreement which is 95% funded by the US Department of Defense and 5% funded by CPS.
Revenues on this Cooperative Agreement are recognized proportionally as costs are incurred. The Company is reimbursed for reasonable and allocable costs up to the reimbursement limits set by the Cooperative Agreement. All payments to the Company for work performed on this Cooperative Agreement are subject to audit and adjustment by the Defense Contract Audit Agency. Adjustments, if any, are recognized in the period made.
The Cooperative Agreement extends for four years and provides for funding of up to $8.34 million, over the four years, but actual funding is provided incrementally on a year-to-year basis, depending on, among other factors, if yearly objectives are met and if Congress authorizes the funds ($6.6 million has been authorized through December 29, 2012). If the total $8.34 million in funding is provided by the Government, the Company’s cost share will amount to $439 thousand over the term of the Agreement. Amendment/Modification #P00008 extended the term of performance of the original Agreement, Cooperative Agreement W911NF-08-2-0017, from July 14, 2012 to July 14, 2013. As of December 29, 2012, the Company had invoiced $6.3 million since inception of the Agreement and expects to invoice the full amount approved of $6.6 million, before July 14, 2013.
Accounts Receivable
The Company performs ongoing monitoring of the status of its receivables based on the payment history and the credit worthiness of our customers, as determined by a review of their current credit information. Management continuously monitors collections and payments from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been low and within expectations, there is no guarantee that we will continue to experience the same credit loss rates as in the past. Although the Company’s major customers are large and have a favorable payment history, a significant change in the liquidity or financial position of one of them could have a material adverse impact on the collectability of accounts receivable and future operating results. Sales returns are offset against the related amounts invoiced in accounts receivable.
Inventory
The Company has a build-to-order business model and manufactures product to ship against specific purchase orders; occasionally CPS manufactures product in advance of anticipated purchase orders to level load production or prepare for a ramp-up in demand. In addition, 100% of the Company’s products are custom, meaning they are produced to a customer’s design and generally cannot be used for any other purpose. Purchase orders generally have cancellation provisions which vary from customer to customer, but which can result occasionally in CPS producing product which the customer is not obligated to purchase. However, once a product has gone into production, most customer orders are recurring and order cancellations are rare. The Company’s general obsolescence policy is to write off obsolete inventory when there has been no activity on a particular part for a twelve month period and there are no pending customer orders.
In some cases, customers place blanket purchase orders and request the Company to maintain inventory sufficient to respond quickly upon receiving a shipment request. The Company manufactures to specifications and the products typically have a life which extends over several years and does not deteriorate over time. Therefore, the risk of obsolescence due to the passage of time, per se, is minimal. However, in order to more efficiently schedule production or to meet agreements with customers to have inventory in the pipeline, the Company occasionally manufactures products in advance of purchase orders. In these instances, the Company bears the risk that it will be left with product manufactures to specification for which there are no customer purchase orders. The Company scrutinizes its inventory and, in the absence of pending orders or strong evidence of future sales, establishes an obsolescence reserve when there has been no activity on a particular part for twelve month period.
In determining inventory cost, the Company uses the first-in, first-out method and states inventory at the lower of cost or market. Virtually all of the Company’s inventory is customer specific; as a result, if a customer’s order is cancelled, it is unlikely that CPS would be able to sell that inventory to another customer. Likewise, if the Company chooses to manufacture product in advance of anticipated purchase orders and those orders did not materialize, it is unlikely that it would be able to sell that inventory to another customer. The value of CPS’s work in process and finished goods is based on the assumption that specific customers will take delivery of specific items of inventory. The Company has not experienced losses to date as a result of customer cancellations and has not established a reserve for such cancellations.
Property and Equipment
Property and equipment are stated at cost. Depreciation of equipment is calculated on a straight-line basis over the estimated useful life, generally five years for production equipment and three to five years for furniture and office equipment. Amortization of equipment under capital leases is calculated on a straight-line basis over the life of the lease. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation or amortization are removed from their respective accounts. Any gains or losses on the disposition of property and equipment are included in the results of operations in the period in which they occur.
Income Taxes
Deferred tax assets and liabilities are based on the net tax effects of tax credits, operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company considers many factors in assessing whether or not a valuation allowance for its Deferred Tax asset is warranted. On the positive side, the Company considered such factors as its: history of taxable earnings (seven consecutive years from 2003-10), global customer base consisting of large companies with significant resources, current products and their expected life, technological advantages, potential for price increases, trend of improved manufacturing efficiencies and the magnitude of the Deferred Tax Asset compared with the Company’s expectation of future earnings over the remaining life of the asset. On the negative side, the Company considered such factors as: the current global recession, the Company’s ability to absorb a period of operating losses and negative cash flow and the potential for the technological breakthroughs and substitution of the Company’s products by lower cost solutions.
In the second quarter of 2012, the Company decided to reclassify 100% of its Deferred Tax Asset as non-current as sales slowed and it became clear that earning a profit for the year and realizing some deferred tax benefit over the next twelve months would be unlikely. At the end of 2012 a detailed analysis was made considering the future outlook for operations and projected changes in balance sheet accounts. Based upon this analysis, it was decided to classify $355 thousand of the Deferred Tax Asset as current and the balance as non-current.
At December 29, 2012, the Company’s Deferred Tax Asset included net operating loss carryforwards and other temporary differences which will require taxable income of approximately $7.1 million to fully utilize, assuming an effective corporate tax rate of 39%. The Company has concluded that it is more likely than not that its Deferred Tax Asset will be fully realized. Current projections of future taxable income, including the reversal of temporary differences, reflect the Company’s belief that it has attractive growth opportunities and a favorable cost structure. These projections support the conclusion that the Company will generate taxable income sufficient to utilize the losses before they expire. An important consideration in this analysis is the fact that none of the NOL carryforwards expire before 2020 and the NOL carryforwards from 2012 will not expire until 2032.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 29, 2012 and December 31, 2011, the Company has no accruals for interest or penalties related to income tax matters. The Company does not have any uncertain tax positions at December 29, 2012 or December 31, 2011 which required accrual or disclosure.
Income tax effects related to share-based compensation that are in excess, or less than, of grant-date fair value, less any proceeds received on exercise of stock prices, are recognized as either an increase or decrease to additional paid-in capital upon exercise.
Results of Operations
Year ended December 29, 2012 (“2012”) compared to the year ended December 31, 2011 (“2011”).
Total revenues were $14.1 million in 2012 compared to total revenues of $19.8 million in 2011, a 29% decrease. This reduction of $5.7 million was made up of three main categories: baseplates used in the traction and high power markets, lids and heatspreaders, and revenue earned from The Cooperative Agreement with the U.S. Army Research Laboratory. The traction and high power markets were adversely affected by the weak economies in Europe and the slow-down of traction spending in China. The reduction in the lid and heatspreaders occurred as many products approached their end of life. The lower revenues earned on the contract with the U.S. Army Laboratory reflected a general tightening of the defense spending as well as the fact that The Cooperative Agreement is nearing the end of its contract.
Gross Margin in 2012 totaled $256 thousand, representing 2% margin on sales. This compares with $3.0 million gross margin generated in 2011 (15% of sales). The most significant factor causing the decline was the drop in sales volume which resulted in manufacturing fixed costs being spread over significantly fewer dollars. Other factors contributing to this reduction in margin percentage included $292 thousand obsolescence charges for lids that reached the end of life earlier than forecast by customers, additional costs associated with an outside finishing operation recorded in the First Quarter, and the lower prices for certain baseplate products.
Selling, General and Administrative (SG&A) expenses totaled $3.1 million in 2012 compared to $3.3 million in 2011. The decrease was due primarily to the suspension of the Company’s 401k matching program in the First Quarter of 2012 and lower expenses for sales commissions, the latter of which was directly related to the lower sales volume.
The Operating Loss for 2012 totaled $2.8 million versus an Operating Loss in 2011 of $336 thousand. The increase was primarily due to lower sales volume. Other factors contributing to this increase include obsolescence charges and costs associated with the finishing operation cited earlier, offset in small part by a reduction in SG&A spending.
Other Expense (net) was down slightly versus 2011. The Loss before Taxes in 2012 totaled $2.8 million versus a Loss before Taxes in 2011 of $400 thousand. This increase was due to the same factors cited above for the change in Operating Income. The tax benefit in 2012 was $1.3 million compared to $323 thousand in 2011.
Significant Fourth Quarter Activity
Revenues totaled $4.1 million in the Fourth Quarter of 2012 versus $4.2 million in the comparable quarter in 2011. The totals are similar as the Company was able to generate an increase in the sales of baseplates and hermetic packages during the Fourth Quarter of 2012 to approximately offset the decline experienced in its sale of lids, revenues generated from the contract with the U.S. Army Research Laboratory and revenues from automotive products.
Gross Margin increased in the Fourth Quarter of 2012 versus the Fourth Quarter 2011 to $333 thousand (8% of sales) from $248 thousand (6% of sales). This improvement was primarily due to operational improvements in manufacturing operations.
Selling, General and Administrative expenses totaled $760 thousand in the Fourth Quarter of 2012 compared with $712 thousand in the Fourth Quarter of 2011. A major reason for this difference was an increase in legal expenses associated with an overseas patent issue.
The Operating Loss of $427 thousand in the Fourth Quarter of 2012 and the Net Loss of $84 thousand in the same quarter represent a modest change when compared with the Fourth Quarter of 2011 when Operating Loss and Net Loss totaled $464 thousand and $103 thousand, respectively.
The Company’s Fourth Quarter of 2012 Operating Loss of $427 thousand was the smallest of any quarter during the year. This was due to higher revenues compared with previous quarters.
Year ended December 31, 2011 (“2011”) compared to the year ended December 25, 2010 (“2010”).
Total revenues were $19.8 million in 2011, compared to total revenues $21.4 million in 2010, a 7% decrease. The decrease was primarily due to a decline in demand for lids and heatspreaders used in network and internet routers and switches and lower prices on certain products, offset in part by increased demand for baseplates for traction and hybrid automobile applications.
Gross Margin in 2011 totaled $3.0 million. This represented a 16% gross margin on product sales, compared to $4.0 million gross margin generated in 2010 (19% on product sales). These decreases were due to lower prices on certain products and reduced unit volumes, offset in part by improvements in manufacturing. The margin on the research and development cooperative agreement varies somewhat depending upon the nature of the costs incurred which specify different overhead rates.
Selling, General and Administrative (SG&A) expenses totaled $3.3 million in 2011, compared to $3.0 million in 2010. The increase is due primarily to compensation and benefits costs, including the addition of a 401K match program, partially offset by the reductions in sales commissions.
The Operating Loss for 2011 totaled $336 thousand versus an Operating Income of $1.0 million in the comparable period for 2010. The decrease was due primarily to a combination of price reductions on certain products and higher personnel costs in the SG&A area, offset in part be improvements in the manufacturing operations. Other Income and Expense (net) was largely unchanged year to year. The Loss before Taxes in 2011 totaled $369 thousand versus a Profit before Tax of $1.0 million. This decrease was due to the same factors cited above for the change at the operating income level. The tax benefit in 2011 was $323 thousand compared to a tax provision of $311 thousand 2010.
Significant Fourth Quarter of 2011 Activity
Revenues totaled $4.2 million in the Fourth Quarter of 2011 versus $4.8 million in the comparable quarter in 2010. Nearly $500 thousand of this decline occurred in the sale of hermetic packages.
Gross Margin increased in the Fourth Quarter of 2011 versus the Fourth Quarter of 2010 to $248 thousand (6% of sales) from $97 thousand (2% of sales). In both years scrap was unusually high in the quarter versus the first nine month period. The manufacturing of metal matrix composites is a challenging process, frought with many variables. During the fourth quarters of both 2010 and 2011, the Company encountered an unusual level of difficulties in its manufacturing operations resulting in higher scrap levels than in the nine months totals of each year. On a quarter to quarter comparison, the higher margin in the Fourth Quarter of 2011 was due to more efficient manufacturing operations.
Selling, General and Administrative expenses totaled $712 thousand in the Fourth Quarter of 2011, flat versus the Fourth Quarter of 2010.
The Operating Loss of $464 thousand in the Fourth Quarter 2011 and the Net Loss of $103 thousand in the same quarter represented a modest improvement when compared with the Fourth Quarter of 2010 when the Operating Loss and Net Loss totaled $636 thousand and $325 thousand, respectively.
Liquidity and Capital Resources
The Company’s cash and cash equivalents at December 29, 2012 totaled $307 thousand. At the same time the Company had bank borrowing of $500 thousand so its net cash was a negative $193 thousand. This compares to cash and cash equivalents at December 31, 2011 of $1.1 million and no outstanding bank borrowing. The decline in net cash of $1.3 million was due to pre-tax losses of $2.8 million, offset in part by a reduction in working capital of $1.0 million (Receivable, Inventories and Payables/Accruals, the fact that capital expenditures and capital lease payments were $305 thousand less than Depreciation/Amortization and non-cash stock compensation of $243 thousand.
Accounts receivable at December 29, 2012 totaled $2.9 million compared with $3.1 million at December 29, 2011. DSOs (Days Sales Outstanding) decreased to 63 from 66 in these respective periods. The accounts receivable balances at the end of December 29, 2012, and December 29, 2011 were both net of an allowance for doubtful accounts of $10 thousand.
Inventories decreased to $2.5 million at December 29, 2012 from $3.1 million at December 31, 2011. During 2011 the Company increased inventories to meet forecasts provided by a key customer which fell short of expectations. During 2012, primarily in the Fourth Quarter, the Company was able to draw down on this inventory as sales from this customer increased. The Company did not experience any obsolescence as a result of this situation. The inventory turnover in 2011, using a 5 point average for inventories, was 8.0. In 2012, the inventory turnover was 4.4. This decline was due to a combination of the inaccuracy in the customers forecast as well as an increase in the percentage of sales made on a consignment basis which extended the inventory pipeline.
All consigned inventory is shipped under existing purchase orders and per customers’ requests. Of the total inventory of $2.5 million at December 29, 2012, $1.1 million was located at customers’ locations pursuant to consigned inventory agreements. Of the total inventory of $3.1 million at December 31, 2011, $1.4 million was located at customers’ locations pursuant to consigned inventory agreements.
The Company financed its working capital during 2012 and 2011 with existing cash balances and borrowings on its bank line of credit. The Company expects it will continue to be able to fund its working capital requirements during 2013 from a combination of existing cash and its bank line of credit.
In May 2012, the Company renewed its revolving line of credit with Sovereign Bank, increasing the maximum from $1.0 to $2.0 million. Under the terms of the agreement, the Company can borrow up to the lesser of the $2.0 million or its ‘borrowing base’, which allows a portion of its receivables to be borrowed against with the proportions varying by customer. The line of credit is secured by the accounts receivable and other assets of the Company. The revolving line of credit has a one-year term although management believes it is likely that Sovereign Bank and the Company will renew the line at the end of the term. At December 29, 2012, there was $500 thousand of borrowings under this line and its borrowing base at the time would have permitted an additional $900 thousand to have been borrowed.
An equipment financing facility with Sovereign Bank, agreed to in May 2012, allowed the Company to finance up to $1.25 million of eligible equipment. The agreement was modified in November 2012, reducing the maximum allowed to $500 thousand. As of year-end 2012, the Company had $300 thousand available remaining on the Sovereign lease line. Equipment financed by the Sovereign equipment lease qualifies for treatment as a capital lease.
The covenants with Sovereign Bank are identical for the line of credit and equipment financing facility. The covenant requirements are shown below together with the actual rations achieved:
| Covenant | Requirement | Actual |
| Current Ratio | minimum of 1.5X | 2.2X |
| Liabilities to Net Worth | maximum of 1.0X | 0.4X |
| Net Loss in Q4, 2012 | maximum of $250K | $84K |
| Capital Expenditures for 2012 | maximum of $900K | $210K |
| Borrowings under the lease line | maximum of $500K | $200K |
| Borrowings under the line of credit | maximum of $1.363K | $500K |
| (based on receivables at 12/29/12) | ||
Management believes that cash flows from operations, existing cash balances and the leasing and credit line in place with Sovereign Bank will be sufficient to fund our cash requirements for the foreseeable future. However, there is no assurance that we will be able to generate sufficient revenues or reduce certain discretionary spending in the event that planned operational goals are not met such that we will be able to meet our obligations as they become due.
Contractual Obligations
Our contractual obligations at year-end 2012 consist of the following:
| Payments Due by Period (in $000) | ||||||||||||||||||
| Total | Less than one year | 1-3 years | 4-5 years | More then 5 years | ||||||||||||||
| Capital lease obligations, including interest | $ | 208 | $ | 130 | $ | 78 | None | None | ||||||||||
| Bank borrowings | $ | 500 | $ | 500 | None | None | None | |||||||||||
| Operating lease obligations | $ | 566 | $ | 223 | $ | 343 | None | None | ||||||||||
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recent Accounting Pronouncements
A summary of recent accounting standards is included in Note 2 to the financial statements.
Inflation
Inflation had no material effect on the results of operations or financial condition during the last few years. There can be no assurance however, that inflation will not affect our operations or business in the future.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
We are not significantly exposed to the impact of interest rate changes and foreign currency fluctuations. We have not used derivative financial instruments.
Item 8. Financial Statements and Supplementary Data
See Index to the Company’s Financial Statements and the accompanying notes which are filed as part of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the direction of our Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as such item is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of December 29, 2012.
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal control over financial reporting during fiscal 2012.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the direction of our Chief Executive Officer and Chief Financial Officer, management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 29, 2012. In making this assessment, management used the criteria set forth in the "Internal Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 29, 2012.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to recent final rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Item 9B. Other Information
The Company had no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been so reported.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Board Members and Executive Officers
Directors of the Company are elected annually and hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The executive officers of the Company are appointed by the Board of Directors and hold office until their respective successors are duly elected and qualified.
The names of the directors and executive officers of the Company and certain information about them as of December 29, 2012 are listed below.
| Name | Age | Position |
| Grant C. Bennett | 58 | President, Chief Executive Officer |
| Ralph M. Norwood | 69 | Chief Financial Officer |
| Francis J. Hughes, Jr. | 62 | Director |
| Daniel Snow | 41 | Director |
Mr. Grant C. Bennett has held the positions of President, Chief Executive Officer and Director and Treasurer of the Company since September, 1992. Prior to that time, he served as Vice President, Sales and Marketing of the Company from November, 1985 to September, 1992. Before joining CPS, Mr. Bennett was a consultant at Bain & Company, a Boston-based management consulting firm. Mr. Bennett has an MS degree from MIT.
Mr. Norwood joined the Company as Chief Financial Officer on September 30, 2011. He came to the Company from Navigator Advisors LLC where he had served as President since he founded the firm in 2006. From 2002 until 2005 he served as the Vice-President and Chief Financial Officer of SatCon Technology Inc. in Boston. Previously he had served for over 20 years at Polaroid Corporation in various capacities including Vice-President and Treasurer, Vice-President and Controller and Worldwide Manufacturing Controller. Mr. Norwood is a CPA and has an MBA from the Darden School at the University of Virginia.
Mr. Francis J. Hughes, Jr. has served as President of American Research and Development Corporation (‘ARD’), a venture capital firm, since 1992. Mr. Hughes joined ARD’s predecessor organization in 1982, and became Chief Operating Officer in 1990. Mr. Hughes has co-founded and served as a General Partner of the following venture capital funds: ARD I, L.P., ARD II, L.P. (July, 1985), ARD III, L.P. (April, 1988), Hospitality Technology Fund, L.P.(June, 1991) and Egan-Managed Capital, L.P. (February, 1997). Mr. Hughes has served as a Director of the Company since 1993. Mr. Hughes has an MS degree from MIT and an MBA from the Harvard Business School.
Dr. Daniel C. Snow has served as associate professor at the Marriott School of Management at Brigham Young University since 2009. From 2004 to 2009, he served on the faculty of the Harvard Business School. His research focuses on technological innovation, specifically furthering the understanding of the complex interplay between old and new technologies. Professor Snow holds an MBA from Brigham Young University’s Marriott School of Management, and a PhD from the University of California, Berkeley. Professor Snow previously worked for Ford Motor Company as a financial analyst.
There are no family relationships between or among any executive officers or directors of the Company.
Board Independence
The Board has determined that Messrs. Hughes and Snow are independent as defined in Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards.
Board Meetings and Attendance.
The Board held six meetings during the fiscal year ended December 29, 2012. Each Board member attended 100% of the meetings of the Board and of the committees on which he served which were held during the period for which he was a director or committee member.
Committees
The Board has an Audit Committee and a Compensation Committee, but not a Nominating Committee.
Audit Committee
The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Francis J. Hughes, Jr. and Daniel C. Snow. The Audit Committee met four times in fiscal 2012.
The Board of Directors has determined that Francis J. Hughes, Jr. and Daniel C. Snow are both audit committee financial experts as defined by Item 401(h) of Regulations S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act.
Compensation Committee
Each member of the Compensation Committee is independent as
defined in Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards. The Compensation Committee
makes recommendations concerning salaries and incentive compensation, awards equity compensation to employees and consultants under
our equity incentive plans and otherwise determines compensation levels and performs other functions regarding compensation that
are delegated by the Board. The members of the Compensation Committee are Daniel C. Snow and Francis J. Hughes, Jr. The Compensation
Committee met twice in 2012.
Selection of New Directors
The Board does not have a nominating committee. The Board itself is responsible for selecting its own members and recommending them for election by the shareholders.
Shareholder Communication with the Board of Directors
Any shareholder who desires to communicate with the Board, non-management directors as a group, or any individual director, may send a letter addressed to the same, c/o VP Administration, CPS Technologies Corporation, 111 South Worcester Street, Norton, MA 02766. The VP Administration has been instructed by the Board to forward such communication directly to the addressee(s) unopened.
Directors’ Compensation
The Company adopted the 2009 Stock Incentive Plan ("2009 Plan") on December 10, 2009. Under the terms of the 2009 Plan, all of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options, restricted stock awards, or other stock-based awards. In 2012 and 2011, Mr. Hughes and Mr. Snow did not received any grants to purchase options of the Company’s common stock.
In addition to stock options, beginning with Q3, 2010, directors receive cash payments of $1,000 per meeting attended, as well as $2,500 for each fiscal quarter in which the Company meets certain financial performance criteria. The Company did not meet the criteria during any quarter in 2012.
Outside directors may receive expense reimbursements for attending board and committee meetings. Directors who are officers or employees of the Company do not receive any additional compensation for their services as directors.
Code of Ethics
The Company has adopted a code of business conduct and ethics for directors, officers, (including the principal executive officer, principal financial officer and treasurer) and employees, known as the CPS Code of Conduct. The CPS Code of Conduct is available by contacting our human resource department.
Item 11. Executive Compensation
Executive Officer Summary Compensation Table
The following table shows compensation earned during the three most recent fiscal years by our chief executive officer, chief financial officer, and all other executive officers. For the purpose of executive compensation and related person disclosure, we refer to these individuals collectively as the Named Executive Officers.
NAMED EXECUTIVE OFFICER SUMMARY COMPENSATION TABLE
| Name & Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||
| Grant | 2012 | $123,425 | $0 | $0 | $0 | $0 | $0 | $0 | $ | 123,425 | ||||||||||||||||
| Bennett | 2011 | $155,826 | $15,088 | $0 | $0 | $0 | $0 | $0 | $ | 170,914 | ||||||||||||||||
| CEO | 2010 | $168,845 | $203 | $0 | $0 | $0 | $0 | $0 | $ | 169,048 | ||||||||||||||||
| Ralph | 2012 | $128,250 | $0 | $0 | $0 | $0 | $0 | $0 | $ | 128,250 | ||||||||||||||||
| Norwood | 2011 | $30,553 | $0 | $0 | $3,956 | $0 | $0 | $0 | $ | 34,509 | ||||||||||||||||
| CFO | — | — | — | — | — | — | — | — | — | |||||||||||||||||
| Richard | 2012 | $130,634 | $0 | $0 | $0 | $0 | $0 | $ | 130,634 | |||||||||||||||||
| Adams | 2011 | $140,656 | $7,588 | $0 | $37,710 | $0 | $0 | $122,400 | $ | 308,354 | ||||||||||||||||
| CTO & Senior VP | 2010 | $149,448 | $203 | $0 | $18,385 | $0 | $0 | $0 | $ | 168,036 | ||||||||||||||||
| Mark | 2012 | $101,923 | $0 | $0 | $0 | $0 | $0 | $0 | $ | 101,923 | ||||||||||||||||
| Occhionero | 2011 | $117,307 | $7,588 | $0 | $50,951 | $0 | $0 | $23,211 | $ | 199,057 | ||||||||||||||||
| VP Marketing | 2010 | $122,557 | $203 | $0 | $24,804 | $0 | $0 | $0 | $ | 147,564 | ||||||||||||||||
| Cheryl | 2012 | $97,781 | $0 | $0 | $0 | $0 | $0 | $0 | $ | 97,781 | ||||||||||||||||
| Oliveira | 2011 | $107,509 | $5,300 | $0 | $3,116 | $0 | $0 | $0 | $ | 115,925 | ||||||||||||||||
| VP Sales | 2010 | $109,981 | $217 | $0 | $1,519 | $0 | $0 | $0 | $ | 111,717 | ||||||||||||||||
The dollar amounts listed in “Option Awards ($)”
above represent the dollar amount recognized on the Company’s 2011 Financial Statements as compensation expense resulting
from options held by the Named Executive Officer. This dollar amount is determined pursuant to
FASB ASC718. See “Stock Option Grants and Exercises” below for additional information relating to the options held
by these Named Executive Officers.
Change-of-Control Agreements
None of the Named Executive Officers described in the Summary Compensation Table above have entered into a change-of-control agreement with the Company. All options granted to all employees, including the officers listed above, are subject to accelerated vesting in the event of a change of control as described in the option plans.
Stock Option Grants And Exercises
In fiscal 2012 there were no stock options granted.
AGGREGATED OPTION EXERCISES IN FISCAL 2012
AND FISCAL 2011 YEAR END OPTION VALUES FOR
NAMED EXECUTIVE OFFICERS
Number of Securities Underlying Unexercised Options at December 29, 2012 |
Value of Unexercised In-the-Money Options at December 29, 2012 | |||||||||||||||||||||||||||||||
| Name | Shares Acquired On Exercise (#) | Value Realized ($) | Exercisable | Exercise Price | Expiration Date | Un- exercisable | Exercisable | Un- exercisable | ||||||||||||||||||||||||
| Grant Bennett | 0 | $ | 0 | 0 | — | — | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
| Ralph Norwood | 0 | $ | 0 | 15,000 | $2.00 | October 7, 2021 | 60,000 | $ | 0 | $ | 0 | |||||||||||||||||||||
| Richard Adams | 0 | $ | 0 | 231,250 | $0.31 to $1.53 | May 29, 2013 through July 9, 2020 | 90,750 | $ | 66,787 | $ | 0 | |||||||||||||||||||||
| Mark Occhionero | 0 | $ | 0 | 188,242 | $0.31 to $1.53 | May 29, 2013 through Jul 7, 2020 | 122,613 | $ | 46,445 | $ | 0 | |||||||||||||||||||||
| Cheryl Oliveira | 0 | $ | 0 | 55,000 | $1.37 to $1.53 | August 8, 2015 through July 9, 2020 | 7,500 | $ | 68,500 | $ | 0 | |||||||||||||||||||||
The value of unexercised in-the-money options is based on the fair market value of our common stock as of December 29, 2012 of $1.49 per share, minus the exercise price, multiplied by the number of shares underlying the option.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information, as of December 29, 2012, with respect to the beneficial ownership of the Company’s Common Stock by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each Director of the Company, (iii) each Executive Officer of the Company named above in the Summary Compensation Table, and (iv) all Directors and Officers as a group:
| Name
and Address of Beneficial Owner | Common Stock Beneficially Owned | Notes (1) | Percentage of Shares of Common Stock Outstanding | |||||||||
| ARD Master, L.P. 10 Tremont Street 3rd Floor Boston, MA 02109 | 2,184,789 | (2 | ) | 17.0% | ||||||||
| Norman J. Wechsler P.O. Box 5123 Mt. Crested Butte, CO 81225 | 1,373,929 | (3 | ) | 10.7% | ||||||||
| DIRECTORS AND OFFICERS: | ||||||||||||
| Grant C. Bennett President and Chief Executive Officer | 1,537,554 | 11.9% | ||||||||||
| Richard W. Adams Chief Technical Officer and Senior Vice President of Engineering | 394,000 | (4 | ) | 3.1% | ||||||||
| Mark A. Occhionero Vice President Marketing and Senior Scientist | 326,455 | (5 | ) | 2.5% | ||||||||
| Ralph M. Norwood Chief Financial Officer | 75,000 | (10 | )* | |||||||||
| Cheryl Oliveira Vice President Sales | 62,500 | (6 | )* | |||||||||
| Daniel C. Snow Director | 39,000 | (7 | )* | |||||||||
| Francis J. Hughes, Jr. Director | 2,287,789 | (8 | ) | 17.8% | ||||||||
| All directors and officers as a group (7 persons) | 4,722,298 | (9 | ) | 36.7% | ||||||||
*Less than 1% of the total number of outstanding shares of Common Stock.
1. The inclusion herein of any shares of Common Stock deemed
beneficially owned does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, each stockholder
referred to above has sole voting and investment power with respect to the shares listed.
2. Consists of 2,184,789 shares owned by ARD Master L.P., Excludes 72,000 shares and options to purchase 31,000 shares of common
stock held by Mr. Hughes.
3. Consists of 1,373,929 shares owned by CYB Master LLC. Mr. Wechsler may be deemed to be the beneficial owner of these shares
by virtue of being the sole person in a position to direct the voting and investment decisions of CYB Master LLC.
4. Consists of 72,000 shares owned by Mr. Adams and options to purchase 322,000 shares of common stock.
5. Consists of 15,600 shares owned by Dr. Occhionero and options to purchase 310,855 shares of common stock.
6. Consists of options to purchase 62,500 shares of common stock.
7. Consists of options to purchase 39,000 shares of common stock
8. Consists of shares described in Footnote 2 above owned by ARD Master, L.P., plus 72,000 shares of common stock and options
to purchase 31,000 shares of common stock held by Mr. Hughes.
9. Consists of all shares and options to purchase shares owned by Messrs. Hughes, Snow, Bennett, Adams, Occhionero, Ms. Oliveira
and Mr. Norwood.
10. Consists of 75,000 options to purchase shares of common stock.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than
ten percent stockholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of the reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 29, 2012, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent stockholders were complied with and no reports or transactions were filed late.
COMPENSATION COMMITTEE REPORT
General
Compensation of our senior executives is determined by the Compensation Committee of the Board (“Committee”). The Committee, comprised entirely of independent directors as defined in Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards, meets to set annual salaries in advance and bonuses for the current year, to review annual goals and to reward outstanding annual performance of executive officers and to grant stock options pursuant to our stock plans. The Compensation Committee met twice in 2012.
However, since both members of the Committee are also the two independent members of the Board of Directors, the subject of compensation was discussed on occasion with the CEO during regular Board Meetings and informally at other times.
Stockholder comments to the Committee are welcomed and should be addressed to the Secretary of the Company at our principal executive office.
Compensation Philosophy
Our primary goal is to align compensation with our business objectives and performance. Our aim is to attract, retain and reward executive officers and other key employees who contribute to our long-term success and to motivate those individuals to enhance long-term stockholder value. To establish this relationship between executive compensation and the creation of stockholder value, the Board has adopted a total compensation package comprised of base salary, bonus and stock option awards. Key elements of this compensation package are:
Base Salary
The Committee reviews each executive officer’s base salary on an annual basis. Among those factors taken into consideration in setting salaries for executives are (1) individual and corporate performance, (2) level of responsibility, (3) prior experience, (4) breadth of knowledge of the industry, and (5) competitive pay practices.
Bonus
We believe that executive performance may be maximized through a system of incentive awards. Toward this end, the Committee adopted several years ago a discretionary cash incentive plan and has paid bonuses some years and not paid bonuses some years. For all cash incentive arrangements, the award earned depends primarily on the extent to which our performance objectives are achieved. Each fiscal year the Committee will review and approve our annual performance objectives and our executive officers’ performance. Our objectives consist of operating, strategic and financial goals that are considered to be critical to our overall goal: building stockholder value.
Long-Term Incentives
Our long-term incentive program presently consists of our 2009 Stock Incentive Plan.
Chief Executive Officer Compensation
Mr. Bennett’s salary and bonus are evaluated at least annually by the Committee, and any changes are determined in accordance with the criteria described under the headings "Base Salary," "Bonus," and "Long-Term Incentives" in this report, and otherwise reflect the Committee’s assessment of (1) his performance, (2) his skills in relation to other CEO’s in our industry, (3) its confidence in his ability to lead our continued development, and (4) his broad involvement in our operations.
Several years ago Mr. Bennett recommended to the Committee that no stock options be awarded to him because his stock ownership position already firmly aligned his interests with those of the Company, and the options thereby made available could be awarded to other members of the management team; the Committee accepted Mr. Bennett’s recommendation and since becoming CEO he has not been awarded any options.
Certain Tax Considerations
Section 162(m) of the Internal Revenue Code may limit us to a deduction for federal income tax purposes of not more than $1 million of compensation paid to certain executive officers in a taxable year, if considered unreasonable. No employee’s compensation exceeded $1 million and the Committee believes it is highly unlikely any employee’s covered compensation will exceed this amount in the foreseeable future.
Compensation Committee Interlocks and Insider Participation
As discussed in the report above, Grant Bennett our President, Chief Executive Officer and Treasurer, is not a member of the Committee but participated in the deliberations of the Board concerning executive officer compensation, except where the decision directly involved his own compensation package.
From the members of the Compensation Committee:
Daniel C. Snow (Chairman)
Francis J. Hughes, Jr.
Item 13. Certain Relationships and Related Transactions
None.
Item 14. Principal Accounting Fees and Services.
Fees billed to the Company’s independent accountants in the last two fiscal years are:
| Wolf & Company, P.C. | ||||||||
| 2012 | 2011 | |||||||
| Audit fees | $ | 98,441 | $ | 90,374 | ||||
| Tax fees | 6,300 | 6,000 | ||||||
Audit Fees consist of aggregate fees for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in quarterly reports or services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for the fiscal years ended December 29, 2012 and December 31, 2011, respectively.
At present, our Audit Committee approves each engagement for audit or non-audit services before we engage Wolf & Company, P.C.(Wolf & Company), or any other accounting firm, to provide those services. Our audit committee has not established any pre-approval policies or procedures that would allow our management to engage Wolf & Company to provide any specified services with only an obligation to notify the Audit Committee of the engagement for those services. None of the services provided by Wolf & Company for fiscal 2012 was obtained in reliance on the waiver of the pre-approval requirement afforded in SEC regulations.
AUDIT COMMITTEE REPORT
Our Audit Committee consists of two independent members of the Board of Directors as defined in Rule 4200(a)(15) of the National Association of Securities Dealers’ listing standards.
The primary purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee management’s conduct of our financial reporting process, including the process of preparing the financial reports and other financial information we provide to any governmental or regulatory body, the public or other users thereof, our systems of internal accounting and financial controls, the annual independent audit of our financial statements and our legal compliance and ethics programs as established by management and the Board. Management is responsible for the preparation, presentation, and integrity of our financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The independent auditors are responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 29, 2012 with management. Furthermore, the Audit Committee has discussed with Wolf & Company, P.C., our independent auditors for the fiscal year ended December 29, 2012, the matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended. The Audit Committee has received the written disclosures from Wolf & Company, P.C., required by Independence Standards Board Standard No. 1 and has discussed with Wolf & Company, P.C., such auditing firm’s independence.
Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in this, our Annual Report on Form 10-K for the fiscal year ended December 29, 2012.
The Audit Committee has also recommended to the Board the selection of Wolf & Company, P.C., as the Company’s independent auditors for the fiscal year ending December 29, 2012, and the Board has approved that recommendation.
From the members of the Audit Committee:
Francis J. Hughes, Jr. (Chairman)
Daniel C. Snow
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this Form 10-K.
1. Financial Statements
The financial statements filed as part of this Form 10-K are listed on the Index to Financial Statements of this Form 10-K.
2. Exhibits
The exhibits to this Form 10-K are listed on the Exhibit Index of this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 | |
| By: | /s/ Grant C. Bennett President and Chief Executive Officer March 22, 2013 |
Pursuant to the Requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Grant C. Bennett | President and Chief Executive Officer | March 22, 2013 |
| Grant C. Bennett | ||
| /s/ Ralph M. Norwood | Chief Financial Officer | March 22, 2013 |
| Ralph M. Norwood | ||
| /s/ Francis J. Hughes, Jr. | Director | March 22, 2013 |
| Francis J. Hughes | ||
| /s/ Daniel C. Snow | Director | March 22, 2013 |
| Daniel C. Snow |
CPS TECHNOLOGIES CORPORATION
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 3.1* | Restated Certificate of Incorporation of the Company, as amended, is incorporated herein by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A (File No. 0-16088) |
| 3.2* | By-laws of the Company, as amended, are incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 33-14616)(the ‘1987 S-1Registration Statement’) |
| 4.1* | Specimen certificate for shares of Common Stock of the Company is incorporated herein by reference to Exhibit 4 to the 1987 S-1 Registration Statement |
| 4.2* | Description of Capital Stock contained in the Restated Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.1 |
| 10.5*(1) | Retirement Savings Plan, effective September 1, 1987 is incorporated by reference to Exhibit 10.35 to the Company’s 1989 S-1 Registration Statement |
| 10.21* | 1999 Stock Incentive Plan adopted by the Company’s Board of Directors on January 22, 1999 |
| 10.22* | 2009 Stock Incentive Plan ("2009 Plan") on December 10, 2009. |
| 23.1 | Consent of Wolf & Company, P.C. |
| 31.1 | Certification Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Incorporated herein by reference.
(1) Management Contract or compensatory plan or arrangement filed as an exhibit to this Form pursuant to Items 14(a) and 14(c) of Form 10-K.
INDEX TO FINANCIAL STATEMENTS OF
CPS TECHNOLOGIES CORPORATION
Report of Independent Registered Public Accounting Firm |
|
Balance Sheets as of December 29, 2012 and December 31, 2011 |
|
Statements of Operations for the years ended December 29, 2012, December 31, 2011 and December 25, 2010 |
|
Statements of Stockholders’ Equity for the years ended December 29, 2012, December 31, 2011 and December 25, 2010 |
|
Statements of Cash Flows for the years ended December 29, 2012, December 31, 2011 and December 25, 2010 |
|
Notes to Financial Statements |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CPS Technologies Corporation
Norton, Massachusetts
We have audited the accompanying balance sheets of CPS Technologies Corporation (the “Company”) as of December 29, 2012 and December 31, 2011 and the related statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 29, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CPS Technologies Corporation as of December 29, 2012 and December 31, 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended December 29, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
March 22, 2013
CPS TECHNOLOGIES CORPORATION
BALANCE SHEETS
| December 29, | December 31, | |||||||
| 2012 | 2011 | |||||||
| ASSETS | ------------- | ------------- | ||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 306,854 | $ | 1,142,429 | ||||
| Accounts receivable-trade, net | 2,876,149 | 3,112,960 | ||||||
| Inventories, net | 2,457,315 | 3,138,617 | ||||||
| Prepaid expenses and other current assets | 140,723 | 152,444 | ||||||
| Deferred taxes | 354,825 | 287,056 | ||||||
| Total current assets | 6,135,866 | 7,833,506 | ||||||
| Property and equipment: | ||||||||
| Production equipment | 7,430,783 | 7,128,202 | ||||||
| Furniture and office equipment | 354,490 | 353,781 | ||||||
| Leasehold improvements | 735,099 | 735,099 | ||||||
| Total cost | 8,520,372 | 8,217,082 | ||||||
| Accumulated depreciation | ||||||||
| and amortization | (6,877,285 | ) | (6,154,193 | ) | ||||
| Construction in progress | 138,133 | 244,156 | ||||||
| Net property and equipment | 1,781,220 | 2,307,045 | ||||||
| Deferred taxes, non-current portion | 2,432,148 | 1,193,761 | ||||||
| Total assets | $ | 10,349,234 | $ | 11,334,312 | ||||
(continued)
See accompanying notes to financial statements.
CPS TECHNOLOGIES CORPORATION
BALANCE SHEETS
| December 29, | December 31, | |||||||
| LIABILITIES AND STOCKHOLDERS’ | 2012 | 2011 | ||||||
| EQUITY | ------------- | ------------- | ||||||
| Current liabilities: | ||||||||
| Line of credit | $ | 500,000 | $ | — | ||||
| Accounts payable | 1,179,313 | 1,463,997 | ||||||
| Accrued expenses | 938,043 | 660,031 | ||||||
| Obligations under capital leases, | ||||||||
| current portion | 123,366 | 208,504 | ||||||
| Total current liabilities | 2,740,722 | 2,332,532 | ||||||
| Obligations under capital | ||||||||
| leases, non-current | 76,372 | 199,738 | ||||||
| Total liabilities | 2,817,094 | 2,532,270 | ||||||
| Commitments (note 4) | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $0.01 par value, | ||||||||
| authorized 15,000,000 shares; | ||||||||
| issued 12,928,042 and 12,921,942; | ||||||||
| outstanding 12,871,759 and 12,865,659 shares; | ||||||||
| at December 29, 2012 and December 31, 2011, | ||||||||
| respectively | 129,281 | 129,220 | ||||||
| Additional paid-in capital | 33,821,961 | 33,569,896 | ||||||
| Accumulated deficit | (26,284,787 | ) | (24,762,759 | ) | ||||
| Less cost of 56,283 common shares repurchased | (134,315 | ) | (134,315 | ) | ||||
| Total stockholders’ equity | 7,532,140 | 8,802,042 | ||||||
| Total liabilities and stockholders’ | ||||||||
| equity | $ | 10,349,234 | $ | 11,334,312 | ||||
See accompanying notes to financial statements.
CPS TECHNOLOGIES CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 29, 2012, DECEMBER 31, 2011,
AND DECEMBER 25, 2010
| 2012 | 2011 | 2010 | ||||||||||
| Revenues: | ||||||||||||
| Product sales | $ | 13,454,250 | $ | 17,643,151 | $ | 19,913,420 | ||||||
| Research and development under | ||||||||||||
| cooperative agreement | 597,460 | 2,164,001 | 1,483,898 | |||||||||
| Total revenues | 14,051,710 | 19,807,152 | 21,397,318 | |||||||||
| Cost of product sales | 13,293,905 | 14,878,123 | 16,053,051 | |||||||||
| Cost of research and development | ||||||||||||
| under cooperative agreement | 501,868 | 1,973,114 | 1,328,315 | |||||||||
| Gross Margin | 255,937 | 2,955,915 | 4,015,952 | |||||||||
| Selling, general, and | ||||||||||||
| administrative | 3,055,077 | 3,291,745 | 2,962,366 | |||||||||
| Income (loss) from operations | (2,799,140 | ) | (335,830 | ) | 1,053,586 | |||||||
| Other expense, net | (28,588 | ) | (32,671 | ) | (32,424 | ) | ||||||
| Income (loss) before income tax | (2,827,728 | ) | (368,501 | ) | 1,021,162 | |||||||
| Income tax provision (benefit) | (1,305,700 | ) | (322,766 | ) | 310,973 | |||||||
| Net income (loss) | ($ | 1,522,028 | ) | ($ | 45,735 | ) | $ | 710,189 | ||||
| Net income (loss) per | ||||||||||||
| basic common share | ($ | 0.12 | ) | ($ | 0.00 | ) | $ | 0.06 | ||||
| Weighted average number of | ||||||||||||
| basic common shares | ||||||||||||
| outstanding | 12,869,618 | 12,765,774 | 12,642,517 | |||||||||
| Net income (loss) per | ||||||||||||
| diluted common share | ($ | 0.12 | ) | ($ | 0.00 | ) | $ | 0.06 | ||||
| Weighted average number of | ||||||||||||
| diluted common shares | ||||||||||||
| outstanding | 12,869,618 | 12,765,774 | 12,881,542 | |||||||||
See accompanying notes to financial statements.
CPS TECHNOLOGIES
CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 29, 2012, DECEMBER 31, 2011,
AND DECEMBER 25, 2010
| Common stock | ||||||||||||||||||||||||
| Additional | Stock- | |||||||||||||||||||||||
| Number of | Par | Paid-in | Accumulated | Stock | holders’ | |||||||||||||||||||
| shares issued | Value | capital | deficit | repurchased | equity | |||||||||||||||||||
| Balance at | ||||||||||||||||||||||||
| December 26, 2009 | 12,647,842 | $ | 126,479 | $ | 32,914,990 | $ | (25,427,213 | ) | $ | (60,835 | ) | $ | 7,553,421 | |||||||||||
| Share-based | ||||||||||||||||||||||||
| compensation expense | — | — | 163,431 | — | — | 163,431 | ||||||||||||||||||
| Tax benefit from | ||||||||||||||||||||||||
| exersice of stock | ||||||||||||||||||||||||
| options | — | — | 23,149 | — | — | 23,149 | ||||||||||||||||||
| Issuance of common | ||||||||||||||||||||||||
| stock pursuant to | ||||||||||||||||||||||||
| exercise of stock | ||||||||||||||||||||||||
| options | 51,000 | 510 | 34,850 | — | — | 35,360 | ||||||||||||||||||
| Net Income | — | — | — | 710,189 | — | 710,189 | ||||||||||||||||||
| Balance at | ||||||||||||||||||||||||
| December 25, 2010 | 12,698,842 | 126,989 | 33,136,420 | (24,717,024 | ) | (60,835 | ) | 8,485,550 | ||||||||||||||||
| Share-based | ||||||||||||||||||||||||
| compensation expense | — | — | 210,125 | — | — | 210,125 | ||||||||||||||||||
| Tax benefit from | ||||||||||||||||||||||||
| exercise of stock | ||||||||||||||||||||||||
| options | — | — | 126,049 | — | — | 126,049 | ||||||||||||||||||
| Repurchase of | ||||||||||||||||||||||||
| common stock | — | — | — | — | (73,480 | ) | (73,480 | ) | ||||||||||||||||
| Issuance of common | ||||||||||||||||||||||||
| stock pursuant to | ||||||||||||||||||||||||
| exercise of stock | ||||||||||||||||||||||||
| options | 223,100 | 2,231 | 97,302 | — | — | 99,533 | ||||||||||||||||||
| Net Loss | — | — | — | (45,735 | ) | — | (45,735 | ) | ||||||||||||||||
| Balance at | ||||||||||||||||||||||||
| December 31, 2011 | 12,921,942 | 129,220 | 33,569,896 | (24,762,759 | ) | (134,315 | ) | 8,802,042 | ||||||||||||||||
| Share-based | ||||||||||||||||||||||||
| compensation expense | — | — | 242,793 | — | — | 242,793 | ||||||||||||||||||
| Issuance of common | ||||||||||||||||||||||||
| stock pursuant to | ||||||||||||||||||||||||
| exercise of stock | ||||||||||||||||||||||||
| options | 6,100 | 61 | 9,272 | — | — | 9,333 | ||||||||||||||||||
| Net Loss | — | — | — | (1,522,028 | ) | — | (1,522,028 | ) | ||||||||||||||||
| Balance at | ||||||||||||||||||||||||
| December 29, 2012 | 12,928,042 | $ | 129,281 | $ | 33,821,961 | $ | (26,284,787 | ) | $ | (134,315 | ) | $ | 7,532,140 | |||||||||||
See accompanying notes to financial statements.
CPS TECHNOLOGIES
CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 29, 2012, DECEMBER 31, 2011,
AND DECEMBER 25, 2010
| 2012 | 2011 | 2010 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | (1,522,028 | ) | $ | (45,735 | ) | $ | 710,189 | ||||
| Adjustments to reconcile net income (loss) | ||||||||||||
| to cash provided by operating | ||||||||||||
| activities: | ||||||||||||
| Share-based compensation | 242,793 | 210,125 | 163,431 | |||||||||
| Depreciation and amortization | 723,092 | 751,411 | 748,859 | |||||||||
| Write off of construction in progress | 12,720 | — | — | |||||||||
| Deferred taxes | (1,306,156 | ) | (380,538 | ) | 222,417 | |||||||
| Excess tax benefit from stock options | ||||||||||||
| exercised | — | (126,049 | ) | (23,149 | ) | |||||||
| Provision for bad debt | — | 18,011 | 17,205 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable - trade | 236,811 | 791,991 | (1,353,032 | ) | ||||||||
| Inventories | 681,302 | (1,614,859 | ) | 548,452 | ||||||||
| Prepaid expenses and other current assets | 11,721 | (75,865 | ) | (9,818 | ) | |||||||
| Accounts payable | (284,684 | ) | 651,433 | 312,188 | ||||||||
| Accrued expenses | 278,012 | (98,179 | ) | 263,150 | ||||||||
| Net cash provided (used) by operating | (926,417 | ) | 81,746 | 1,599,892 | ||||||||
| activities | ||||||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property and equipment | (209,987 | ) | (635,255 | ) | (640,056 | ) | ||||||
| Net cash used by | ||||||||||||
| investing activities | (209,987 | ) | (635,255 | ) | (640,056 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Payment of capital lease obligations | (208,504 | ) | (259,386 | ) | (288,723 | ) | ||||||
| Excess tax benefit from stock options exercised | — | 126,049 | 23,149 | |||||||||
| Proceeds from line of credit | 500,000 | — | — | |||||||||
| Proceeds from issuance of common stock | 9,333 | 99,533 | 35,360 | |||||||||
| Repurchase of common stock | — | (73,480 | ) | — | ||||||||
| Net cash provided (used) by financing activities | 300,829 | (107,284 | ) | (230,214 | ) | |||||||
| Net increase (decrease) in cash and cash equivalents | (835,575 | ) | (660,793 | ) | 729,622 | |||||||
| Cash and cash equivalents at beginning of year | 1,142,429 | 1,803,222 | 1,073,600 | |||||||||
| Cash and cash equivalents at end of year | $ | 306,854 | $ | 1,142,429 | $ | 1,803,222 | ||||||
| Supplemental cash flow information: | ||||||||||||
| Acquisition of production equipment under capital leases | $ | — | $ | 238,900 | $ | 185,270 | ||||||
| Income taxes paid, net of refund | $ | — | $ | 11,900 | $ | — | ||||||
| Interest paid | $ | 28,588 | $ | 32,672 | $ | 32,427 | ||||||
See accompanying notes to financial statements.
CPS Technologies
Corporation
Years Ended December 29, 2012, December 31, 2011, and December 25, 2010
Notes to Financial Statements
(1) Nature of Business
CPS Technologies Corporation (the “Company”) provides advanced material solutions to the electronics, robotics, automotive and other industries. The Company’s primary advanced material solution is metal matrix composites which are a combination of metal and ceramic.
CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.
The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and structural markets. In 2008 the Company also entered into a cooperative agreement with the U.S. Army to further develop its composite technology to produce armor.
(2) Summary of Significant Accounting Policies
(2)(a) Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
(2)(b) Accounts Receivable
The Company reports its accounts receivable at the invoiced amount less an allowance for doubtful accounts. The Company’s management provides appropriate provisions for uncollectible accounts based upon factors surrounding the credit risk and activity of specific customers, historical trends, economic conditions and other information. Adjustments to the allowance are charged to operations in the period in which information becomes available that may affect the allowance. Sales returns are offset against the related amounts invoiced in accounts receivable.
(2)(c) Inventories
Inventories are stated at the lower of cost or market, as determined under the first-in, first-out method (FIFO), or market. A reserve for obsolete inventories, if any, is based on factors regarding the sales and usage of such inventories, including inventories manufactured for specific customers. The Company’s general obsolescence policy is to write off obsolete inventory when there has been no activity on a particular part for a twelve month period and there are no pending customer orders.
(2)(d) Property and Equipment
Property and equipment are stated at cost. Depreciation of equipment is calculated on a straight-line basis over the estimated useful life, generally five years for production equipment and three to five years for furniture and office equipment. Amortization of equipment under capital leases is calculated on a straight-line basis over the shorter of the life of the lease or the estimated useful life of the equipment. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation or amortization are removed from their respective accounts. Any gains or losses on the disposition of property and equipment are included in the results of operations in the period in which they occur.
(2)(e) Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. Recoverability is assessed based on estimated undiscounted future cash flows. As of December 29, 2012 and December 31, 2011, the Company believes that there has been no impairment of its long-lived assets.
(2)(f) Revenue Recognition
The Company recognizes revenue in accordance with the provision of the Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 104 which establishes guidance in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.
Shipping terms are customarily EXW (Ex-works), shipping point which terms are consistent with “FOB Shipping Point”. Revenues for products sold in the normal course of business are recognized upon shipment when delivery terms are EXW shipping point and all other revenue recognition criteria have been met.
The Company has entered into consigned inventory agreements with a few customers. For products shipped under consigned inventory agreements, the Company recognizes revenue when either the customer notifies CPS that they have picked the product from the consigned inventory or, in some cases, when sixty days have elapsed from the date the shipment arrives at the customer’s location.
In 2008, the Company entered into a Cooperative Agreement with the US Army Research Laboratory to perform research and development concerning hybrid metal matrix composite encapsulated ceramic armor technology. The Cooperative Agreement is a four-year agreement which is 95% funded by the US Department of Defense and 5% funded by CPS.
Revenues on this Cooperative Agreement are recognized proportionally as costs are incurred. The Company is reimbursed for reasonable and allocable costs up to the reimbursement limits set by the Cooperative Agreement. All payments to the Company for work performed on this Cooperative Agreement are subject to audit and adjustment by the Defense Contract Audit Agency. Adjustments, if any, are recognized in the period made.
The Cooperative Agreement extends for four years and provides for funding of up to $8.34 million over the four years, but actual funding is provided incrementally on a year-to-year basis, depending on, among other factors, if yearly objectives are met and if Congress authorizes the funds ($6.6 million has been authorized through December 29, 2012). If the total $8.34 million in funding is provided by the Government, the Company’s cost share will amount to $439 thousand over the term of the Agreement. Amendment/Modification #P00008 extended the term of performance of the original Agreement, Cooperative Agreement W911NF-08-2-0017, from July 14, 2012 to July 14, 2013. As of December 29, 2012, the Company had invoiced $6.3 million since inception of the Agreement and expects to invoice the full amount approved of $6.6 million, before July 14, 2013.
(2)(g) Research and Development Costs
In 2012, costs incurred related to funding under the Cooperative Agreement were $605 thousand of which $597 thousand is reimbursed by the U.S. Army and $8 thousand is the Company’s cost share. The revenue recognized by the Company of $597 thousand less the Company’s research and development cost of $502 thousand resulted in a gross margin of $95 thousand.
In 2011, costs incurred related to total funding under the Cooperative Agreement were $2.259 million of which $2.164 million was reimbursed by the U.S. Army and $95 thousand was the Company’s cost share. The revenue recognized by the Company of $2.164 million less the Company’s research and development costs of $1.973 million resulted in a gross margin of $191 thousand.
In 2010, costs incurred under the Cooperative Agreement were $1.549 million of which $1.484 million is reimbursed by the U.S. Army and $65 thousand is the Company’s cost share. The Company recognized revenue of $1.484 million, less the Company’s research and development cost of $1.328 million, resulted in a gross margin of $156 thousand.
(2)(h) Income Taxes
Deferred tax assets and liabilities are based on the net tax effects of tax credits, operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company considers many factors in assessing whether or not a valuation allowance for its Deferred Tax asset is warranted. On the positive side, the Company considered such factors as its: history of taxable earnings (seven consecutive years from 2003-10), global customer base consisting of large companies with significant resources, current products and their expected life, technological advantages, potential for price increases, trend of improved manufacturing efficiencies and the magnitude of the Deferred Tax Asset compared with the Company’s expectation of future earnings over the remaining life of the asset. On the negative side, the Company considered such factors as: the current global recession, the Company’s ability to absorb additional periods of operating losses and negative cash flow and the potential for the technological breakthroughs and substitution of the Company’s products by lower cost solutions.
At December 29, 2012 the Company’s Deferred Tax Asset included net operating loss carryforwards and other temporary differences which will require taxable income of approximately $7.1 million to fully utilize, assuming an effective corporate tax rate of 39%. The Company has concluded that it is more likely than not that its Deferred Tax Asset will be fully realized. Current projections of future taxable income, including the reversal of temporary differences, reflect the Company’s belief that it has attractive growth opportunities and a favorable cost structure. These projections support the conclusion that the Company will generate taxable income sufficient to utilize the losses before they expire. An important consideration in this analysis is the fact that none of the NOL carryforwards expire before 2020 and the more significant NOL carryforwards from 2012 will not expire until 2032.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 29, 2012 and December 31, 2011, the Company has no accruals for interest or penalties related to income tax matters. The Company does not have any uncertain tax positions at December 29, 2012 or December 31, 2011 which required accrual or disclosure.
Income tax effects related to share-based compensation that are in excess, or less than, of grant-date fair value, less any proceeds received on exercise of stock prices, are recognized as either an increase or decrease to additional paid-in capital upon exercise.
(2)(i) Net Income (Loss) Per Common Share
Basic net income (loss) per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock option and stock purchase rights. Common stock equivalents are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.
(2)(j) Comprehensive Income
The Company has no items of comprehensive income, and therefore net income is equal to comprehensive income.
(2)(k) Recent Accounting Pronouncements
In July 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If a company determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. However, if a company concludes otherwise, it must calculate the fair value of the asset, compare that value with its carrying amount and record an impairment charge, if any. The amendments in the ASU are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012, which is fiscal 2013 for the Company. Early adoption is permitted. The Company is currently assessing its adoption plans.
In December 2011, the FASB issued an ASU 2011-11, Disclosures about Offsetting Assets and Liabilities (Topic 210), that provides amendments for disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Disclosures required by the amendments should be provided retrospectively for all comparative periods presented. For the Company, the amendment is effective for fiscal year 2013. The Company is currently evaluating the impact these amendments may have on its disclosures.
(2)(l) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recorded during the reporting period. Such estimates are adjusted by management periodically as a result of existing or anticipated economic changes which effect, or may effect, the Company’s financial statements. Actual results could differ from these estimates.
(2)(m) Fiscal Year-End
The Company’s fiscal year end is the last Saturday in December which could result in a 52 or 53 week year. Fiscal year 2012 consisted of 52 weeks, 2011 consisted of 53 weeks and 2010 consisted of 52 weeks.
(2)(n) Share-Based Payments
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted.
(2)(o) Segment Reporting
The Company views its operations and manages its business as one segment. The Company produces and sells advanced material solutions, primarily metal matrix composites, to assemblers of high density electronics and other specialty components and subassemblies. The Company also assembles housings and packages for hybrid circuits, selling to the same customers mentioned above. These customers represent a single market or segment with similar stringent and well-defined requirements. The Company’s customers, in turn, sell the components and subassemblies which incorporate the products into many different end markets, however, these end markets are two to three levels removed from the Company. The Company makes operating decisions and assesses financial performance only for the Company as a whole and does not make operating decisions or assess financial performance by the end markets which ultimately use the products.
The Cooperative Agreement the Company entered into with the Army Research Laboratory in 2008 uses the same equipment and personnel as does the Company’s electronics business described above, and at this stage does not represent a separate business segment.
(2)(p) Reclassifications
Certain amounts 2010 and 2011 have been reclassified to conform with the 2012 financial statement presentation.
(3) Inventories
As of December 29, 2012 and December 31, 2011 inventories consisted of the following:
| 2012 | 2011 | |||||||
| Raw materials | $ | 312,213 | $ | 390,281 | ||||
| Work in process | 1,145,843 | 1,686,966 | ||||||
| Finished goods | 1,306,259 | 1,061,370 | ||||||
| Gross Inventory | $ | 2,764,315 | 3,138,617 | |||||
| Reserve for obsolescence | (307,000 | ) | — | |||||
| Total | 2,457,315 | 3,138,617 | ||||||
(4) Leases and Commitments
Capital Lease Obligations
An equipment financing facility with Sovereign Bank, agreed to in May 2012, allowed the Company to finance up to $1.25 million of eligible equipment. The agreement was modified in November 2012, reducing the maximum allowed to $500 thousand. As of year-end 2012 the Company had $300 thousand available remaining on the Sovereign lease line. Equipment financed by the Sovereign equipment lease qualifies for treatment as a capital lease.
At December 29, 2012, the Company had production equipment with a cost of $2.55 million and accumulated amortization of $2.15 million under capital leases. At December 31, 2011, the Company had production equipment with a cost of $2.55 million and accumulated amortization of $1.89 million under capital leases. All capital leases are three year leases with a one dollar buyout.
Future payments required under capital lease obligations are as follows at December 29, 2012:
| 2013 | 129,438 | |||
| 2014 | 78,067 | |||
| Total future minimum lease payments | 207,505 | |||
| Less amount representing interest | 7,767 | |||
| at rates ranging between 4.4% and 5.9% | ------------- | |||
| Present value of net future lease payments | 199,738 | |||
| Less current portion | 123,366 | |||
| Long-term obligation under capital leases | $ | 76,372 | ||
Interest expense was approximately $29 thousand, $33 thousand, and $32 thousand for 2012, 2011, and 2010, respectively.
Operating Lease Obligations
The Company entered into a 10-year lease for the Norton facilities effective on March 1, 2006. Rental expense for operating leases is recognized on a straight-line basis over the term of the lease and was $129 thousand in each of the years 2012, 2011 and 2010.
In February 2011, the Company entered into a lease for an additional 13,800 square feet in Attleboro, MA. The lease is for one year and requires monthly payments of $6,900. The Company has the option to extend the lease for 4 one year periods. In October 2012 the Company extended the lease for one additional year.
Future minimum rental payments over the terms of the lease agreements are approximately as follows:
Fiscal year:
| 2013 | 223,000 | |||||
| 2014 | 155,000 | |||||
| 2015 | 150,000 | |||||
| 2016 | 37,500 | |||||
| Thereafter | — | |||||
| $ | 565,500 | |||||
(5) Share-Based Compensation Plans
The Company adopted the 2009 Stock Incentive Plan ("2009 Plan") on December 10, 2009. Under the terms of the 2009 Plan all of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options, restricted stock awards, or other stock-based awards. All outstanding options are nonstatutory stock options exercisable at the fair market value of the stock on the date of grant, and expire ten years from the date of grant. The options granted to employees generally vest in equal annual installments over a five-year period. The options granted to directors generally vest one year from date of grant.
Under the 2009 Plan a total of 1,500,000 shares of common stock are available for issuance, of which 566,895 shares remain available for grant as of December 29, 2012.
As of December 29, 2012, the 2009 Plan is the only stock option plan from which awards can be made as all other option plans have expired. The 1999 Stock Option Plan (“1999 Plan”) expired on January 22, 2009 and no additional options can be granted from the plan. As of December 29, 2012 there are 507,250 options outstanding under the 1999 Plan.
A summary of stock option activity for all the above plans as of December 29, 2012 and changes during the year then ended is presented below:
| Weighted | Weighted | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Shares | Price | Life (years) | Value | |||||||||||||
| Outstanding at | ||||||||||||||||
| beginning of year | 1,424,255 | $ | 1.25 | |||||||||||||
| Granted | — | — | ||||||||||||||
| Exercised | (6,100 | ) | $ | 1.53 | ||||||||||||
| Outstanding at | ||||||||||||||||
| end of year | 1,418,155 | $ | 1.25 | 5.37 | $ | 772,869 | ||||||||||
| Options exercisable | ||||||||||||||||
| at year-end | 898,892 | $ | 1.04 | 3.99 | $ | 443,010 | ||||||||||
The total intrinsic value of options exercised during fiscal years 2012, 2011 and 2010 was $28,835, $321,842 and $58,190, respectively. As of December 29, 2012, there was $589,398 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans; that cost is expected to be recognized over a weighted average period of 3.5 years.
Cash received from option exercises under all share-based payment arrangements was $9,333, $99,533 and $35,360, for the years ended December 29, 2012, December 31, 2011 and December 25, 2010, respectively.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following table presents the annualized weighted average values of the significant assumptions used to estimate the fair values of the options granted during 2011 and 2010:
| 2011 | 2010 | |||||||
| Risk-free interest rate | 2.45% | 2.45% | ||||||
| xpected life in years | 9 | 7 | ||||||
| Expected volatility | 82% | 84% | ||||||
| Expected dividend yield | 0 | 0 | ||||||
| Weighted average fair value of grants | $ | 1.60 | $ | 1.15 |
All options are granted with an exercise price equal to the fair market value of the underlying common stock on the date of grant.
The Company recognized $242,793, $210,125 and $163,431 as compensation expense related to stock options granted in 2012, 2011 and 2010, respectively. The expense in 2012 included $20,500 associated with extending the option exercise period for five individuals terminated during the year. Their options were extended to the lesser of four years or the original expiration date of the option.
A tax benefit of $126,049 and $23,149 was recognized as additional paid in capital in the years ended December 31, 2011 and December 25, 2010, respectively, resulting from the excess tax benefit of share-based awards over the cumulative compensation expense recognized for financial reporting.
(6) Accrued Expenses
Accrued expenses at December 29, 2012 and December 31, 2011 consist of the following:
| 2012 | 2011 | |||||||
| Accrued legal and | ||||||||
| accounting | $ | 92,000 | $ | 72,700 | ||||
| Accrued payroll | 388,029 | 456,322 | ||||||
| Accrued other | 457,558 | 131,009 | ||||||
| Accrued income tax payable | 456 | — | ||||||
| $ | 938,043 | $ | 660,031 | |||||
The Accrued other includes $320 thousand and $0 of Value Added Tax at December 29, 2012 and December 31, 2011, respectively.
(7) Revolving Line of Credit and Lease Line
In May 2012, the Company renewed its revolving line of credit with Sovereign Bank, increasing the maximum from $1.0 to $2.0 million. Under the terms of the agreement, the Company can borrow up to the lesser of the $2.0 million or its ‘borrowing base’, which allows a portion of its receivables to be borrowed with the proportions varying by customer. The line of credit is secured by the accounts receivable and other assets of the Company. The revolving line of credit has a one-year term although management believes it is likely that Sovereign Bank and the Company will renew the line at the end of the term. At December 29, 2012, there was $500 thousand of borrowings under this line and its borrowing base at the time would have permitted an additional $900 thousand to have been borrowed.
At December 29, 2012, the Company had capital lease obligations outstanding totaling $200 thousand related to equipment financed by the Lease Line. (see Note 4).
(8) Income Taxes
Components of income tax expense (benefit) for each year are as follows:
| 2012 | 2011 | 2010 | ||||||||||
| Current | ||||||||||||
| United States: | ||||||||||||
| Federal | — | $ | 95,217 | $ | 45,292 | |||||||
| State | 456 | (37,445 | ) | 43,264 | ||||||||
| Current income tax provision: | 456 | 57,772 | 88,556 | |||||||||
| Deferred: | ||||||||||||
| United States: | ||||||||||||
| Federal | (1,165,700 | ) | (274,962 | ) | 247,563 | |||||||
| State | (140,456 | ) | (105,576 | ) | (25,146 | ) | ||||||
| Deferred income tax provision (benefit), net | (1,306,156 | ) | (380,538 | ) | 222,417 | |||||||
| Total | $ | (1,305,700 | ) | $ | (322,766 | ) | $ | 310,973 | ||||
Deferred tax assets as of December 29, 2012 and December 31, 2011 are as follows:
| December 29, 2012 | December 31, 2011 | |||||||
| Deferred Tax Assets: | ||||||||
| Net operating loss | ||||||||
| carryforwards | $ | 1,227,000 | $ | 465,000 | ||||
| Stock compensation | 250,000 | 168,000 | ||||||
| Credit carryforwards | 665,000 | 395,000 | ||||||
| Inventory | 328,000 | 256,000 | ||||||
| Accrued liabilities | 23,000 | 27,000 | ||||||
| Depreciation | 289,000 | 165,000 | ||||||
| Other | 5,000 | 5,000 | ||||||
| Gross deferred tax assets | 2,787,000 | 1,481,000 | ||||||
| Valuation allowance | — | — | ||||||
| Net deferred tax assets | $ | 2,787,000 | $ | 1,481,000 | ||||
At December 29, 2012 and December 31, 2011, the Company had net operating loss carryforwards of approximately $3,303,000 and $1,368,000 respectively available to offset future income for U.S. Federal income tax purposes. These operating loss carryforwards expire in various amounts from 2020 through 2032 as follows:
| 2020 | $ | 77,000 | ||||
| 2021 | 363,000 | |||||
| 2022 | 887,000 | |||||
| 2031 | 63,000 | |||||
| 2032 | 1,913,000 | |||||
| $ | 3,303,000 | |||||
During 2010, the Company used approximately $1,142,000 of net operating loss carryforwards.
A valuation allowance is required to be established or maintained when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. The Company believes that it will generate sufficient future taxable income to realize the tax benefits related to the remaining deferred tax assets.
A summary of the change in the deferred tax asset is as follows:
| 2012 | 2011 | 2010 | ||||||||||
| Balance at beginning of year | $ | 1,480,817 | $ | 1,100,279 | $ | 1,322,696 | ||||||
| Deferred tax (expense) benefit | 1,306,156 | 380,538 | (222,417) | |||||||||
| Balance at end of year | $ | 2,786,973 | $ | 1,480,817 | $ | 1,100,279 | ||||||
Income tax (benefit) expense is different from the amounts computed by applying the U.S. federal statutory income tax rate of 34 percent to pretax income as a result of the following:
| 2012 | 2011 | 2010 | ||||||||||
| Tax at statutory rate | $ | (961,000) | $ | (125,000) | $ | 347,000 | ||||||
| State tax, net | ||||||||||||
| of federal benefit | (140,000) | (94,000) | 46,000 | |||||||||
| Net operating | ||||||||||||
| loss and credit carryforwards | (218,000) | (95,000) | (8,000) | |||||||||
| Other | 13,000 | (9,000) | (74,000) | |||||||||
| Total | $ | (1,306,000) | $ | (323,000) | $ | 311,000 | ||||||
Certain provisions of the Internal Revenue Code limit the annual utilization of net operating loss carryforwards if a change in ownership occurs, as defined. The Company believes that it did not have an ownership change through the period ended December 29, 2012. Therefore, as of year-end 2012 all net operating loss carryforwards should be available to offset future taxable income, assuming there will be no ownership change as defined. The Company’s income tax filings are subject to review and examination by federal and state taxing authorities. The Company is currently open to audit under the applicable statutes of limitations for the years 2009 through 2012.
(9) Retirement Savings Plan
The Company sponsors a Retirement Savings Plan (the ‘Plan’) under the provisions of Section 401 of the Internal Revenue Code. Employees, as defined in the Plan, are eligible to participate in the Plan after 30 days of employment. Under the terms of the Plan, the Company may match employee contributions under such method as described in the Plan and as determined each year by the Board of Directors. During 2012 the Company did not offer a 401k match. During the year 2011 the Company matched dollar for dollar up to a maximum of 4% of employee contributions. The Company recognized $0, $267,760 and $0 expense, in 2012, 2011 and 2010, respectively.
(10) Concentrations of Credit Risk, Significant Customers and Geographic Information
Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company maintains such cash deposits in a high credit quality financial institution.
The Company extends credit to customers who consist principally of microelectronics systems companies in the United States, Europe and Asia. The Company generally does not require collateral or other security as a condition of sale rather relying on credit approval, balance limitation and monitoring procedures to control credit risk of trade accounts receivable. Management conducts on-going credit evaluations of its customers, and historically the Company has not experienced any significant credit-related losses with respect to its trade accounts receivable.
Revenues from significant customers as a percentage of total revenues in 2012, 2011 and 2010 were as follows:
| Percent of Total Revenues | ||||||||||||
| Significant Customer | 2012 | 2011 | 2010 | |||||||||
| A | 38 | % | 42 | % | 34 | % | ||||||
| B | 17 | % | 15 | % | 27 | % | ||||||
| C | 8 | % | 14 | % | 7 | % | ||||||
As of December 29, 2012, the Company had trade accounts receivable due from these three customers that accounted for 63% of total trade accounts receivable as of that date. Management believes that any credit risks have been properly provided for in the accompanying financial statements.
The Company’s revenue was derived from the following countries in 2012, 2011, and 2010:
| Percent of Total Revenues | ||||||||||||
| Country | 2012 | 2011 | 2010 | |||||||||
| United States of America | 21 | % | 41 | % | 50 | % | ||||||
| Germany | 58 | % | 52 | % | 43 | % | ||||||
| Other | 21 | % | 7 | % | 7 | % | ||||||
Many of the Company’s customers based in the United States conduct design, purchasing and payable functions in the United States, but manufacture overseas. Revenue generated from shipments made to customers’ locations outside the United States accounted for 79%, 59% and 50% of total revenue in 2012, 2011 and 2010, respectively.
All of the Company’s long-lived assets and operations are located in the United States.
(11) Net Income (Loss) Per Share
The following reconciles the basic and diluted net income per share calculations.
| For the years ended | ||||||||||||
| Dec. 29, | Dec. 31, | Dec 25, | ||||||||||
| 2012 | 2011 | 2010 | ||||||||||
| Basic Computation: | ||||||||||||
| Numerator: | ||||||||||||
| Net income (loss) | ($ | 1,522,028 | ) | ($ | 45,735 | ) | $ | 710,189 | ||||
| Denominator: | ||||||||||||
| Weighted average | ||||||||||||
| common shares | ||||||||||||
| outstanding | 12,869,618 | 12,765,774 | 12,642,517 | |||||||||
| Basic net income (loss) per share | ($ | 0.12 | ) | ($ | 0.00 | ) | $ | 0.06 | ||||
| Diluted Computation: | ||||||||||||
| Numerator: | ||||||||||||
| Net income | ($ | 1,522,028 | ) | ($ | 45,735 | ) | $ | 710,189 | ||||
| Denominator: | ||||||||||||
| Weighted average | ||||||||||||
| common shares | ||||||||||||
| outstanding | 12,869,618 | 12,765,774 | 12,642,517 | |||||||||
| Stock options | — | — | 239,026 | |||||||||
| Total shares | 12,869,618 | 12,765,744 | 12,881,542 | |||||||||
| Diluted net income (loss) per share | ($ | 0.12 | ) | ($ | 0.00 | ) | $ | 0.06 | ||||
(12) Allowance for Doubtful Accounts
Activity in the allowance for doubtful account was as follows for fiscal years 2012, 2011, and 2010:
| 2012 | 2011 | 2010 | ||||||||||
| Beginning balance | $ | 10,000 | $ | 5,000 | $ | 5,000 | ||||||
| Provision for bad debt | — | 18,011 | 17,205 | |||||||||
| Charge-offs | — | (13,011 | ) | (17,205 | ) | |||||||
| Ending balance | $ | 10,000 | $ | 10,000 | $ | 5,000 | ||||||