-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aglh1QPI+SjnR9EkB/vEztn295m2TuLkxdPSa0i2vS7/mEPHcogWkvel6otCXoCz ki9dC+TqHKXSlfKHlrUG2w== 0001157523-04-004534.txt : 20040506 0001157523-04-004534.hdr.sgml : 20040506 20040506161037 ACCESSION NUMBER: 0001157523-04-004534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040506 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALPEY FISHER CORP CENTRAL INDEX KEY: 0000085608 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 060737363 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04184 FILM NUMBER: 04785350 BUSINESS ADDRESS: STREET 1: 75 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 5084359039 MAIL ADDRESS: STREET 1: 75 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: MATEC CORP/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RSC INDUSTRIES INC DATE OF NAME CHANGE: 19840515 FORMER COMPANY: FORMER CONFORMED NAME: REEVES INDUSTRIES INC DATE OF NAME CHANGE: 19710520 8-K 1 a4633967.txt VALPEY-FISHER 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2004 Valpey-Fisher Corporation (Exact Name of Registrant as Specified in Charter) Maryland 1-4184 06-0737363 -------- ------ ---------- (State or other jurisdiction Commission File (IRS Employer of incorporation) Number Identification Number) 75 South Street, Hopkinton, MA 01748 - ------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 435-6831 -------------- Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated May 6, 2004 Item 12. Results of Operations and Financial Condition. ---------------------------------------------- On May 6, 2004, Valpey-Fisher Corporation ("the Company") issued a press release announcing the Company's financial results for the first quarter ended March 28, 2004. A copy of the Company's press release regarding such announcement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such filing expressly references this Current Report on Form 8-K. Signature --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Valpey-Fisher Corporation Date: May 6, 2004 By: /s/ Michael J. Kroll -------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-99 2 a4633967ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Valpey-Fisher Corporation Reports First Quarter Results HOPKINTON, Mass.--(BUSINESS WIRE)--May 6, 2004--Valpey-Fisher Corporation (AMEX:VPF), reported today its financial results for the first quarter ended March 28, 2004. Valpey-Fisher Corporation specializes in providing frequency control devices, including quartz crystals and oscillators. Michael J. Ferrantino, President and Chief Executive Officer said, "I am very pleased to report progress continues, results for the first quarter of 2004 are considerably better than the first quarter of 2003 and marks our 5th consecutive quarter of continuous improvement. Although we still experienced a loss from operations it was significantly less than any quarter in the last 2 years and gives us confidence that our program to return to profitability is working." Net sales for the quarter ended March 28, 2004 were $2,767,000 an increase of $1,056,000 over the amount reported in the 1st quarter of 2003. Gross profit for the current quarter was $787,000, a $702,000 increase over the 2003 quarter, and about 89% of the gross margin we reported for the entire 2003 year-end. For the current quarter, we had an operating loss of $143,000 and a net loss of $137,000 or $.03 per diluted share. This compares to an operating loss of $700,000 and a net loss of $457,000 or $.11 per diluted share in the 2003 quarter. New orders for the quarter were $3.2 million, an increase of $1.3 million over the 1st quarter of 2003 and the best quarter since the 1st quarter of 2001. The book-to-bill ratio for current quarter was 1.17. Our backlog at March 28, 2004 was $2.3 million, compared to $1.2 million at March 30, 2003. Mr. Ferrantino commented further, "The improvement in our performance comes from the addition of MF Electronics, better market conditions, aggressive marketing and selling, and improvement in our factory execution. Although we see improvement in our business, we are apprehensive of predicting future results. However, given the current backlog, we expect to increase our shipping level into our 2nd quarter." Michael J. Ferrantino Ted Valpey, Jr. President and Chief Executive Officer Chairman of the Board May 6, 2004 Forward-Looking Statements Certain statements made herein contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Words such as "expects", "believes", "estimates", "plans" or similar expressions are intended to identify such forward-looking statements. The forward-looking statements are based on the Company's current views and assumptions and involve risks and uncertainties that include, but not limited to: the Company's ability to achieve profitability, the current production over-capacity within the suppliers of frequency control devices, the ability to develop, market and manufacture new innovative products competitively, the fluctuations in product demand of the telecommunications industry, the ability of the Company and its suppliers to produce and deliver materials and products competitively, and the ability to limit the amount of the negative effect on operating results caused by pricing pressure. Valpey-Fisher Corporation Condensed Consolidated Statements of Operations Unaudited (in thousands, except per share data) Quarter Ended ----------------- 3/28/04 3/30/03 ----------------- Net sales $2,767 $1,711 Cost of sales 1,980 1,626 ----------------- Gross profit 787 85 Selling and advertising expenses 396 375 General and administrative expenses 473 373 Research and development expenses 61 37 ----------------- 930 785 ----------------- Operating (loss) (143) (700) Other income, net 6 8 ----------------- (Loss) before income taxes (137) (692) Income tax benefit 0 235 ----------------- Net (loss) $(137) $(457) ================= Basic and diluted (loss) per share: $(0.03) $(0.11) ================= Basic and diluted weighted average shares 4,194 4,197 Valpey-Fisher Corporation Condensed Consolidated Balance Sheets (in thousands) (Unaudited) (Audited) 3/28/04 12/31/03 -------------------- ASSETS Current assets: Cash and cash equivalents $4,028 $4,209 Receivables, net 2,779 2,467 Inventories, net 1,719 1,571 Deferred income taxes and other current assets 717 675 ------------------- Total current assets 9,243 8,922 ------------------- Property, plant and equipment, at cost 10,809 10,752 Less accumulated depreciation 7,273 7,064 ------------------- 3,536 3,688 ------------------- Other assets 143 134 ------------------- $12,922 $12,744 =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $1,667 $1,440 Deferred income taxes 636 646 Stockholders' equity 10,619 10,658 ------------------- $12,922 $12,744 =================== CONTACT: Valpey-Fisher Corporation Michael J. Kroll, 508-435-6831 ext. 600 -----END PRIVACY-ENHANCED MESSAGE-----