-----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, V00/AAh4aebkSw0y7Zorhobr+H6AGmA/kgIXt1tGKcUvA0Z/BrXGqzgimGC05sJF UEEhbB2fOoZbYMtv46bMug== 0001157523-04-004655.txt : 20040511 0001157523-04-004655.hdr.sgml : 20040511 20040511092947 ACCESSION NUMBER: 0001157523-04-004655 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040328 FILED AS OF DATE: 20040511 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04184 FILM NUMBER: 04795051 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 10-Q 1 a4633894.txt VALPEY FISHER CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2004 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 1-4184 Valpey-Fisher Corporation (Exact name of registrant as specified in its charter) Maryland 06-0737363 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 75 South St., Hopkinton, Massachusetts 01748 (Address of principal executive offices) (Zip Code) (508) 435-6831 (Registrant's telephone number, including area code) 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 that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes [ ] No [X] As of May 10, 2004, the number of shares outstanding of Registrant's Common Stock, par value $.05 was 4,216,315. 1 Valpey-Fisher Corporation INDEX PAGE ----- ---- PART I. FINANCIAL INFORMATION ITEM 1. - Financial Statements - Unaudited Consolidated Condensed Balance Sheets - March 28, 2004 and December 31, 2003 3 Consolidated Statements of Operations - Three Months Ended March 28, 2004 and March 30, 2003 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 28, 2004 and March 30, 2003 5 Notes to Consolidated Condensed Financial Statements 6-8 ITEM 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11 ITEM 3. - Quantitative and Qualitative Disclosures About Market Risk 12 ITEM 4. - Controls and Procedures 12 PART II. OTHER INFORMATION ITEM 6. - Exhibits and Reports on Form 8-K 13 SIGNATURES 14 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Valpey-Fisher Corporation and Subsidiaries Consolidated Condensed Balance Sheets (In thousands, except share data)
3/28/04 12/31/03 ------- -------- (Unaudited) 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: Accounts payable $827 $540 Accrued liabilities 840 900 - ------------------------------------------------------------------------------------------------------ Total current liabilities 1,667 1,440 Deferred income taxes 636 646 Stockholders' equity: Preferred stock, $1.00 par value- Authorized 1,000,000 shares; issued none - - Common stock, $.05 par value- Authorized 10,000,000 shares; Issued and outstanding: 4,214,315 and 4,184,815 shares 211 209 Capital surplus 5,080 4,999 Retained earnings 5,530 5,667 Less unearned compensation (202) (217) - ------------------------------------------------------------------------------------------------------ Total stockholders' equity 10,619 10,658 - ------------------------------------------------------------------------------------------------------ $12,922 $12,744 - ------------------------------------------------------------------------------------------------------
See notes to consolidated condensed financial statements. 3 Valpey-Fisher Corporation and Subsidiaries Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended 3/28/04 3/30/03 ---------------------- Net sales $2,767 $1,711 Cost of sales 1,980 1,626 - ------------------------------------------------------------------------- Gross profit 787 85 Operating expenses: Selling and advertising 396 375 General and administrative 473 373 Research and development 61 37 - ------------------------------------------------------------------------- 930 785 Operating (loss) (143) (700) Other income (expense): Interest income 6 20 Interest (expense) - (12) - ------------------------------------------------------------------------- 6 8 (Loss) before income taxes (137) (692) Income tax benefit - 235 - ------------------------------------------------------------------------- Net (loss) $(137) $(457) - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- Basic and diluted (loss) per share $(.03) $(.11) - ------------------------------------------------------------------------- Basic and diluted weighted average shares 4,194 4,197 See notes to consolidated condensed financial statements. 4 Valpey-Fisher Corporation and Subsidiaries Consolidated Condensed Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended ---------------- 3/28/04 3/30/03 ---------------- Cash flows from operating activities: Net (loss) from operations $(137) $(457) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Depreciation and amortization 209 202 Deferred income taxes (10) 16 Net non-cash stock compensation 10 9 Changes in operating assets and liabilities (198) (330) - ---------------------------------------------------------------------- Net cash (used) by operating activities (126) (560) - ---------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (56) (25) Collection of note receivables 8 5 Other, net (8) (8) - ---------------------------------------------------------------------- Net cash (used) by investing activities (56) (28) - ---------------------------------------------------------------------- Cash flows from financing activities: Stock options exercised 1 - Payments on long-term debt - (1,277) Purchases of common stock - (37) - ---------------------------------------------------------------------- Net cash provided (used) by financing activities 1 (1,314) - ---------------------------------------------------------------------- Net (decrease) in cash and cash equivalents (181) (1,902) Cash and cash equivalents: Beginning of period 4,209 5,758 ---------------- End of period $4,028 $3,856 ---------------- Noncash Investing and Financing Activities: In 2004, the Company issued 29,500 shares of stock valued at $85,500 to four employees in payment for a bonus accrued in 2003. See notes to consolidated condensed financial statements. 5 Valpey-Fisher Corporation and Subsidiaries Notes to Consolidated Condensed Financial Statements 1. Financial Presentation: The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These interim financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company's 2003 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. 2. Stock Compensation Plans: The Company applies the intrinsic value method, Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" and related interpretations in accounting for its stock option plans. The Company provides the disclosure requirements of Statement of Financial Accounting Standards Nos. 123 and 148, "Accounting for Stock-Based Compensation," and related interpretations and amendments. The Company adopted the disclosure-only option under SFAS No.123 "Accounting for Stock-Based Compensation." The following table illustrates the effect on net (loss) per share if the Company had applied the fair value recognition provisions of SFAS No.123 to stock-based compensation.
Three Months Ended (in thousands, except per share amounts) 3/28/04 3/30/03 - ----------------------------------------------------------------------------------------------------------------------------------- (unaudited) Net (loss), as reported $ (137) $ (457) Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax benefit (57) (35) ------------------------------ Pro forma net (loss) $ (194) $ (492) ============================== Basic and diluted (loss) per share, as reported $ (.03) $ (.11) ============================== Basic and diluted (loss) per share, pro forma $ (.05) $ (.12) ==============================
6 3. Acquisition: On May 28, 2003, pursuant to an Asset Purchase Agreement dated April 30, 2003, the Company purchased certain assets consisting primarily of inventories, machinery and equipment and the customer order backlog from MF Electronics Corp. ("MF"), a privately held company located in New Rochelle, NY. MF designs and manufactures a wide range of frequency control products. The results of MF's operations have been included in the consolidated financial statements since the date of acquisition. During the week of June 30, 2003, the purchased assets and operations of MF were moved to the Company's facility located in Hopkinton, MA. The following unaudited pro forma financial information presents the results of the Company as if the acquisition of MF was completed January 1, 2003 (in thousands, except for per share amounts): Three Months Ended 3/30/03 Net sales $ 2,923 Net (loss) (661) Basic and diluted (loss) per share $ (.16) This pro forma financial information is presented for informational purposes and is not necessarily indicative of the Company's operating results if the acquisition had been in effect for the period presented. In addition, they are not intended to be a projection of future results and do not reflect any anticipated cost savings or operating efficiencies that the Company believes are achievable. 4. Comprehensive Income (Loss): During the three months ended March 28, 2004 and March 30, 2003, there were no differences between comprehensive (loss) and net (loss). 5. Receivables, net:
Receivables, net of allowances, consist of the following: (in thousands) 3/28/04 12/31/03 -------------------------------------------------------------------------------------------------------------------------- (unaudited) Accounts receivable, less allowance for doubtful accounts of $86 and $80 $ 1,480 $ 1,161 Refundable income taxes 1,287 1,287 Other 12 19 ---------------------------- $ 2,779 $ 2,467 ============================
7 6. Inventories, net:
Inventories, net of reserves, consist of the following: (in thousands) 3/28/04 12/31/03 --------------------------------------------------------------------------------------------------------------------------- (unaudited) Raw materials $ 1,145 $ 1,110 Work in process 350 275 Finished goods 224 186 ---------------------------- $ 1,719 $ 1,571 ============================
7. (Loss) Per Share: The computation of basic and diluted (loss) per share is computed using the weighted average number of common shares outstanding during the three months ended March 28, 2004 and March 30, 2003. During the three months ended March 28, 2004 and March 30, 2003, 488,438 and 509,938, respectively of common shares issuable under stock options have not been included in the computation of "Diluted (Loss) per Share". These shares were not included because of the antidilutive effect of the options since the Company reported a loss from operations in these periods. 8. Reclassifications: Certain reclassifications have been made to the 2003 financial statements to conform to the current year presentation. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management believes that judgments and estimates related to the following critical accounting policies could materially affect its consolidated financial statements. Accounts receivable - The Company performs on-going credit evaluations of its customers and assesses the collectibility of its accounts receivable based on a number of factors including the customer's financial condition and collection history, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Inventory - The Company estimates the carrying value of its inventory based upon historic usage and management's assumptions relating to projected customer purchases, product design changes and product obsolescence. The changing technology markets that we supply also affect these estimates. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Income Taxes - The Company has recorded deferred tax assets and liabilities resulting from differing treatment of items for tax and financial statement reporting purposes. The Company must estimate its income tax valuation allowance by assessing which deferred tax assets are more likely than not to be recovered in the future. Based on our assessment of the realization of these assets, the Company has recorded a valuation allowance of $704,000 at March 28, 2004. In reaching our conclusion, we evaluated the existence of deferred tax liabilities that can be used to absorb deferred tax assets, the deductibility of the disposal of scrap and worthless inventory, taxable income in prior carryback years and taxable income by jurisdiction in which we operate and the period over which the deferred tax assets would be recoverable. In the event that actual results differ from these estimates in future periods, the Company may need to establish an additional valuation allowance or reduce the valuation allowance, which could materially impact our financial position and results of operations. Liquidity and Capital Resources Cash and cash equivalents decreased $181,000 during the three months ended March 28, 2004. During this period, the Company's operations used cash of $126,000 and investing activities used cash of $56,000. Cash used for operations of $126,000 resulted mainly from the net loss of $137,000 adjusted for the non-cash effect of depreciation of $209,000 and the $198,000 increase in working capital. The net increase in working capital was mainly due to a $325,000 increase in trade accounts receivables, a $148,000 increase in inventory offset in part by a $287,000 increase in accounts payable. The increase in accounts receivable is mainly due to the increased sales level and to a lesser extent an increase in the days sales outstanding from 47 days at December 31, 2003 to 51 days at March 28, 2004. The inventory increase is mainly to support the increased level of sales and backlog. The increase in accounts payable is due to the timing of inventory and equipment purchases. 9 While the Company is projecting a loss in 2004 based on the current conditions in the telecom market, management believes that based on its current working capital and the expected cash flows from operations, the Company's resources are sufficient to meet its financial needs in 2004 including a remaining capital expenditures budget of approximately $200,000. Off-Balance Sheet Arrangements The Company does not maintain any off-balance sheet financing arrangements. Contractual Obligations During the normal course of business, we incur certain commitments to make future payments for the purchase of inventory and production supplies based on projected requirements. At March 28, 2004, the Company has outstanding purchase commitments totaling approximately $825,000, all of which are expected to be fulfilled in 2004. Results of Operations For the quarter ended March 28, 2004, net sales increased $1,056,000 or 62% over the comparable quarter in 2003. Sales from the MF Electronics product line acquired at the end of May 2003 accounted for approximately 55% of the sales increase. Increased unit sales accounted for the majority of the sales increase from the remaining product lines. The book-to-bill ratio during the quarter ended March 24, 2004 was 1.17 versus 1.1 during the comparable period in 2003. The Company's backlog amounted to $2.3 million at March 28, 2004 compared to $1.8 million at December 31, 2003 and $1.2 million at March 30, 2003. The Company saw increased activity in the IT markets (servers, switches and storage) and some slight increase in the telecom market during the quarter ended March 28, 2004. Management believes that the market conditions for the Company's products, in particular those for the telecom market, are slowly starting to stabilize and in fact show modest growth. However, our near-term visibility continues to be poor and we continue to see customer orders for small quantities with near-term delivery dates. Management is not sure of the potential impact on its future operations from the current continuing telecom market uncertainties and our industry's over capacity issues. The Company reported a $787,000 gross profit (28% of net sales) in the current quarter versus a $85,000 gross profit (5% of net sales) in the 2003 quarter. Approximately 55% of the increase was due to the gross profit provided by the MF Electronics product line sales. The remaining increase was generated from the higher margins from the existing product lines resulting mainly from the favorable effect of spreading the fixed overhead costs over the higher sales level. During the current period, as a percentage of sales, direct labor remained fairly constant with the 2003 quarter and raw material costs decreased slightly from the 2003 period manly due to changes in product mix and yield improvements. Selling and advertising expenses increased $21,000 or 6% over the comparable quarter in 2003. As a result of the 2004 sales increase, sales commission expense to outside manufacturers' representatives increased $47,000 over the 2003 quarter. Travel expense increased approximately $15,000 as a result of increased customer visits. These increases were partially offset by a $40,000 reduction in personnel expense. . 10 During the quarter ended March 28, 2004, general and administrative expenses increased $100,000 or 27% over the comparable 2003 period. Increased professional fees, primarily as a result of costs relating to the new financial reporting and corporate governance requirements, and personnel costs accounted for a majority of the increase. Research and development expenses amounted to $61,000 during the quarter ended March 28, 2004, a $24,000 increase from the $37,000 reported in the comparable 2003 period. The increase was primarily due to increased personnel expenses. The decrease in interest income was mainly due to the lower average cash balances in 2004 and, to a lesser extent, lower interest rates during the current year. The decrease in interest expense from the 2003 amount is due to the Company paying-off the balance of its outstanding term-debt in the first quarter of 2003. During the quarter ended March 28, 2004, the Company did not provide for income taxes based on the estimated taxable loss this year due to the uncertainty surrounding the realization of these future tax benefits. The estimated effective federal and state income tax rate for 2003 is 33%. The Company is providing a valuation allowance for the full amount of the state income tax benefit in 2003 due to the uncertainty of realization. For the quarter ended March 28, 2004, the Company reported an operating loss of $143,000 compared to an operating loss of $700,000 in comparable quarter of 2003. The reduction in operating losses was mainly due to the increases in sales and gross margin in 2004, offset in part by higher operating expenses. As a result, the Company reported a pre-tax loss of $137,000 during the quarter ended March 28, 2004 compared to a pre-tax loss of $692,000 in comparable 2003 period. For the quarter ended March 28, 2004, the Company reported a net loss of $137,000 versus a net loss of $457,000 in 2003. 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 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. 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's cash balances in excess of operating requirements are currently invested in money market accounts. These money market accounts are subject to interest rate risk and interest income will fluctuate in relation to general money market rates. Based on the cash and cash equivalent balance at March 28, 2004, and assuming the balance was totally invested in money market instruments for the full year, a hypothetical 1% point decline in interest rates would result in an approximate $40,300 decrease in interest income. The Company purchases certain inventory from and sells product in foreign countries. As these activities are currently transacted in U.S. dollars, they are not subject to foreign currency exchange risk. However, significant fluctuation in the currencies where the Company purchases inventory or sells product could make the U.S. dollar equivalent of such transactions more or less favorable to the Company and the other involved parties. Item 4. Controls and Procedures Evaluation of disclosure controls and procedures. At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. Changes in internal control. During the first quarter of 2004, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 12 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. (b) Reports on Form 8-K On February 27, 2004, the Registrant filed a report on Form 8-K dated February 27, 2004 reporting under Item 7.(c) Exhibits and Item 12. Results of Operations and Financial Condition. 13 SIGNATURES 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. Valpey-Fisher Corporation Date: May 10, 2004 By /s/ Michael J. Ferrantino ---------------------------- Michael J. Ferrantino, President and Chief Executive Officer Date: May 10, 2004 By /s/ Michael J. Kroll ----------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer 14 EX-31.1 2 a4633894ex311.txt CERTIFICATION Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Ferrantino, certify that: 1. I have reviewed this report on Form 10-Q of Valpey-Fisher Corporation; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer 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: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) (Intentionally omitted) c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer 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 registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2004 By /s/ Michael J. Ferrantino ------------------------------------- Michael J. Ferrantino President and Chief Executive Officer EX-31.2 3 a4633894ex312.txt CERTIFICATION Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Kroll, certify that: 1. I have reviewed this report on Form 10-Q of Valpey-Fisher Corporation; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officer 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: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) (Intentionally omitted) c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer 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 registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2004 By /s/ Michael J. Kroll ------------------------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-32.1 4 a4633894ex321.txt CERTIFICATION Exhibit 32.1 Certification Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Valpey-Fisher Corporation (the "Company"), does hereby certify, to such officer's knowledge, that: 1. The Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 2004 ("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 10, 2004 By /s/ Michael J. Ferrantino ---------------------------- Michael J. Ferrantino, President and Chief Executive Officer Date: May 10, 2004 By /s/ Michael J. Kroll ----------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----