CPS TECHNOLOGIES CORP/DE/ - Quarter Report: 2004 March (Form 10-Q)

[ ] 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

(Exact Name of Registrant as Specified in its Charter)

(508) 222-0614
Registrants Telephone Number, including Area Code

Not Applicable
Former Name, Former Address and Former Fiscal Year if Changed since Last Report

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. Number of shares of common stock outstanding as of March 27, 2004: 12,316,092.

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

Ceramics Process Systems Corporation (the `Company` or `CPS`) serves the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic markets by developing, manufacturing, and marketing advanced metal-matrix composite components to house, interconnect and thermally manage microelectronic devices. The Company`s products are typically in the form of housings, packages, lids, substrates, thermal planes, or heat sinks, and are used in applications where thermal management and/or weight are important considerations.

The Company`s products are manufactured by proprietary processes the Company has developed including the QuicksetTM Injection Molding Process (`Quickset Process`) and the QuickCastTM Pressure Infiltration Process (`QuickCast Process`).

The Company was incorporated on June 19, 1984. The Company continues to sell to a limited number of customers and loss of any one of these customers could cause the Company to require external financing. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company`s ability to achieve its business objectives.

As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles.

The accompanying financial statements for the fiscal quarters ended March 27, 2004 and March 29, 2003 are unaudited. In the opinion of management, the unaudited consolidated financial statements of CPS reflect all adjustments necessary to present fairly the financial position and results of operations for such periods.

The Company`s balance sheet at December 27, 2003 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant`s Annual Report on Form 10-K for the year ended December 27, 2003.

The consolidated financial statements include the accounts of CPS and its wholly-owned subsidiary, CPS Superconductor Corporation. All significant intercompany balances and transactions have been eliminated. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Basic EPS excludes the effect of any dilutive options, warrants or convertible securities and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted EPS is computed by dividing net income (loss) by the sum of the weighted average number of common shares and common share equivalents computed using the average market price for the period under the treasury stock method requirements.

The following table presents the calculation of both basic and diluted EPS:

Options to purchase 1,156,913 shares of common stock at a weighted-average price of $0.57 were outstanding at March 27, 2004. Options to purchase 817,113 shares of common stock at a weighted average price of $0.71 were outstanding at March 29, 2003. The Company incurred a net loss for the quarter ended March 29, 2003, therefore stock options were not used to compute diluted loss per share since the effect would have been antidilutive.

The Company accounts for its stock-based compensation plans under Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly, no stock-based employee compensation cost is reflected in net income as all options granted had an exercise price equal to or greater than the market value of the underlying common stock on the date of grant. In accordance with SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," the following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-based Compensation," to stock-based employee compensation for the fiscal quarters ended March 27, 2004 and March 29, 2003:

Inventories consist of the following:

Accrued expenses consist of the following:

ITEM 2 MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the consolidated financial statements of the Company and notes thereto included in this report and the Company`s Annual Report on Form 10-K for the year ended December 27, 2003.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. There are a number of factors that could cause the Company`s actual results to differ materially from those forecasted or projected in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or changed circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The critical accounting policies utilized by the Company in preparation of the accompanying consolidated financial statements are set forth in Part I, Item 7 of the Company`s Annual Report on Form 10-K for the year ended December 27, 2003, under the heading "Management`s Discussion and Analysis of Financial Condition and Results of Operations". There have been no material changes to these policies since December 27, 2003.

Revenues in Q1 2004 of $1.664 million were 180% higher than revenues in Q1 2003 of $595 thousand. This increase in revenues of $1.068 million came from increased demand from both existing and new products. Of the increase in revenues of $1.068 million, 37% or $397 thousand dollars came from increased demand from existing products (meaning increased shipments in Q1 2004 of products that were also being shipped in Q1 2003), and 63% or $672 thousand dollars came from shipments of new products (meaning shipments in Q1 2004 of products that were not being shipped in Q1 2003, or were only being shipped in prototype quantities). Management believes that the excess inventories purchased by customers primarily in 2002 have been depleted and that the purchases being made by most customers in Q1 2004 reflect underlying demand.

Gross margins in Q1 2004 of 26% compare with gross margins in Q1 2003 of negative 2%. In Q1 2003, the Company experienced a two-week plant shutdown as a result of reduced customer demand as described above. The fixed and semi-fixed costs had to be spread over a smaller production volume, resulting in a negative gross margin. In Q4 2003 and Q1 2004 there was a significant increase in demand for the Company`s products which resulted in the Company being able to spread the fixed and semi-fixed costs over a larger production volume. In addition, management has been carefully and aggressively managing costs to ensure the labor force and other variable costs match underlying near-term demand, thus reducing manufacturing inefficiencies and improving gross margins.

Sales, General and Administrative expenses (SG&A) increased to $257 thousand in Q1 2004 from $185 thousand in Q1 2003, a 38% increase. The increase in SG&A expenses is primarily attributable to increased sales commissions, salary increases, and increased travel expenses.

Total operating expenses in Q1 2004 were $1.487 million, an 88% increase from total operating expenses in Q1 2003 of $791 thousand. The increase in total operating expenses derives from an increase of 103% in the cost of sales to $1.230 thousand in Q1 2004 from $606 thousand in Q1 2003, and a 38% increase in SG&A to $257 thousand in Q1 2004 from $185 thousand in Q1 2003.

In Q1 2004 other expense was $9 thousand compared to Q1 2003 other expense of $11 thousand; the difference is primarily a reduction in interest costs.

The Company recorded no tax provision during the quarter ended March 27, 2004 due to the net operating losses being carried forward.

The cumulative effect of these revenues and costs resulted in net income of $169 thousand or $0.01 per basic and dilutive common share in Q1 2004 compared with a net loss of $206 thousand or ($0.02) per basic and dilutive common share in Q1 2003.

The Company`s cash balance and cash equivalents at March 27, 2004 was $123 thousand compared to cash balance and cash equivalents at December 27, 2003 of $190 thousand, a decrease of $67 thousand or 35%. This decrease is primarily the result of the Company keeping current with respect to its trade accounts payable even though trade accounts receivable increased, and the company purchased approximately $63 thousand of fixed assets in Q1 2004 through cash generated by operations.

Accounts receivable increased to $1.043 million at March 27, 2004 from $659 thousand at December 27, 2003. This change is primarily attributable to differences in timing of shipments within the quarters, as well as higher shipments in Q1 2004 than Q4 2003.

Inventories decreased to $295 thousand at March 27, 2004 from $348 thousand at December 27, 2003. The decrease in inventories is primarily the result of the shipment of product in Q1 2004 that was on-hand as of December 27, 2003, as well as continued actions by management to minimize inventories.

The Company financed its working capital during Q1 2004 with existing cash balances and funds generated by operations. The Company expects it will continue to be able to fund its working capital requirements for the remainder of 2004 from these same sources.

The Company continues to sell to a limited number of customers and the loss of any one of these customers could cause the Company to require additional external financing. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company`s ability to achieve its business objectives.

The Company maintains a line-of-credit agreement with the Company`s President, providing for maximum available borrowings of $200,000. Such agreement expires in January 2005. There were no outstanding borrowings on such agreement at December 27, 2003 or March 27, 2004.

As of March 27, 2004, there have been no significant changes in the Company`s contractual obligations, consisting principally of various operating and capital leases, as disclosed at December 27, 2003.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not significantly exposed to the impact of interest rate changes and foreign currency fluctuations. The Company has not used derivative financial instruments.

ITEM 4 CONTROLS AND PROCEDURES

(a) The Company`s Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Company`s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d - 14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"). Based on such evaluation, such officer has concluded that, as of the Evaluation Date, the Company`s disclosure controls and procedures are effective in alerting them, on a timely basis, to material information relating to the Company (included its consolidated subsidiary) required to be included in the Company`s periodic filings under the Exchange Act.

(b) Changes in Internal Controls. Since the evaluation date, there have not been any significant changes in the Company`s internal controls or in other factors that could significantly affect such controls.

ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 2 CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES FO EQUITY SECURITIES.

None.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5 OTHER INFORMATION

Not applicable.

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits: None

2. Reports on Form 8-K

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Ceramics Process Systems Corporation
(Registrant)

Date: May 6, 2004
/s/ Grant C. Bennett
Grant C. Bennett
President

I, Grant C. Bennett, certify that:

1. I have reviewed this quarterly report on Form 10-Q;
   
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
   
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
   
4. The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
   

5. The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):
   

Date: May 6, 2004
/s/ Grant C. Bennett
Grant C. Bennett
Treasurer

I, Grant C. Bennett, certify that:

1. I have reviewed this quarterly report on Form 10-Q;
   
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
   
3. Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
   
4. The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
   

5. The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):
   

Date: May 6, 2004
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer

In connection with the Quarterly Report of Ceramics Process Systems Corporation (the "Company") on Form 10-Q for the three month period ended March 27, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Grant C. Bennett, President and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 6, 2004
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer