June 30, 2005
By U.S. mail and facsimile to (508) 222-0220
Grant C. Bennett
President and Treasurer
Ceramics Process Systems Corporation
111 South Worcester Street
P.O. Box 338
Chartley, MA 02712-0338
RE: Ceramics Process Systems Corporation
Form 10-K for the fiscal year ended December 25, 2004
Filed March 28, 2005
File No. 0-16088
Dear Mr. Bennett:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your disclosures in
future
filings in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 25, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
1. In future filings, please expand your disclosures regarding
the
volatility of your results of operations. At a minimum, please:
* disclose the reasons for the increased demand for existing
products
experienced in 2004.
* disclose any known trends or uncertainties that you reasonably
expect will have a material favorable or unfavorable impact on net
sales or income from continuing operations prior to when actually
recognized. For example, we note in your Form 10-Q for the
quarter
ended March 26, 2005, that revenues decreased because customers
pulled
Q1 2005 demand into Q4 2004. In addition, we note that gross
margins
decreased because of the effect of price reductions which took
effect
in Q4 2004 and Q1 2005. Although these factors were present in Q4
2004, your Form 10-K for the year ended December 25, 2004 did not
discuss the impact on your revenues and gross margin in 2004 or
the
anticipated impact in 2005. Please do so in future filings.
* Disclose the amounts associated with the non-recurring factors
associated with the increase in gross margin in 2004, as compared
to
2003.
Item 9A. Controls and Procedures
2. We note your disclosure that your principal executive officer
and
principal financial officer concluded that the Company`s
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files
under
the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of
the SEC. Revise your future filings to clarify, if true, that
your
officers concluded that your disclosure controls and procedures
are
also effective to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure. See Exchange Act Rule
13a-
15(e).
Financial Statements
Report of Independent Registered Public Accounting Firm
3. Please have your auditors tell us why their report does not
indicate that the predecessor auditors have ceased operations.
Please
refer to footnote 2 and paragraph 61 of interpretation 15 of AU
section 508.
(2) Summary of Significant Accounting Policies
4. In future filings, please disclose your policy for
identifying
and measuring impairment of your long-lived assets.
5. We note the presence of what appears to be increasing
consigned
inventory, based on your disclosures in your management`s
discussion
and analysis. If material, please disclose your policy for
recognizing revenue related to consigned inventory.
6. Please help us understand why you view your business as
principally one segment, in light of your three primary market
segments, as discussed in your press release dated March 24, 2005.
In
this regard, please explain, in detail, the nature of the
financial
information reviewed by your chief operating decision maker.
Assuming
you have more than one operating segment, please also tell us how
you
meet the aggregation requirements in paragraph 17 of SFAS No. 131,
given the variety of markets you serve and the customized nature
of
your products.
* * * *
Please respond to these comments by providing the
supplemental
information requested. Please provide us with a supplemental
response
that addresses each of our comments. Please file your
supplemental
response on EDGAR as a correspondence file. We may raise
additional
comments after we review your responses.
To expedite our review, you may wish to provide complete
packages to each of the persons names below. Each package should
include a copy of your response letter and any supplemental
information.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they provided all information investors require.
Since
the company and its management are in possession of all facts
relating
to a company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Jenn Do, Staff Accountant, at (202) 551-3743
or
me at (202) 551-3255 if you have questions regarding comments on
the
financial statements and related matters.
Sincerely,
Nili Shah
Branch Chief
??
??
??
??
Mr. Grant C. Bennett
Ceramics Process Systems Corporation
June 30, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE