-----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, WoAdtbwah2nTi/mCfrzoX88f3wv6h7Rb6EVVKrPXbSMxNQ+dF8LbmTTdstAWwyZq 8ziHQ6hQadxA0qn8BCDPpg== 0001157523-05-002183.txt : 20050303 0001157523-05-002183.hdr.sgml : 20050303 20050303160816 ACCESSION NUMBER: 0001157523-05-002183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050303 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: 05658087 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 a4835213.txt VALPEY-FISHER 8-K UNITED STATES 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): March 3, 2005 ------------- 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 ------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act. [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act. [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Item 2.02. Results of Operations and Financial Condition. ---------------------------------------------- On March 3, 2005, Valpey-Fisher Corporation ("the Company") issued a press release announcing the Company's financial results for the fourth quarter and year ended December 31, 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. Item 9.01. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated March 3, 2005 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: March 3, 2005 By: /s/ Michael J. Kroll -------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-99.1 2 a4835213ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Valpey-Fisher Corporation Reports Fourth Quarter and Year End Results HOPKINTON, Mass.--(BUSINESS WIRE)--March 3, 2005--Valpey-Fisher Corporation (VPF: AMEX), reported today its financial results for the fourth quarter and year ended December 31, 2004. Valpey-Fisher Corporation specializes in providing frequency control devices, including quartz crystals and oscillators. Net sales for the quarter ended December 31, 2004 were $2,584,000, a 7% increase over the $2,415,000 of net sales reported during the quarter ended December 31, 2003. The gross profit during the current year quarter was $615,000 compared to a gross profit of $334,000 in 2003. For the quarter ended December 31, 2004, the Company reported an operating profit of $46,000 versus an operating loss of $530,000 in 2003. Commenting on the year results, Mr. Michael Ferrantino, President and CEO, said, "We are pleased to report in fiscal 2004 your management team successfully executed its plan to increase revenue as well as continue to improve factory efficiency and move our Company towards profitability. And the results are clearly measurable: -- Net sales increased 36% over 2003 -- We maintained a book-to-bill ratio of 1 -- Gross profit increased to 28% of net sales vs. 12% in 2003 -- Total operating expenses decreased $85,000 from 2003 while sales increased $3,049,000 -- Inventory declined $70,000 from the 2003 level -- Net loss from continuing operations was reduced from $1,400,000 in 2003 to $55,000 in 2004 -- Cash increased by $2,246,000 over 2003 -- Sales per employee increased 34% over 2003 to $172,000 As we reflect on 2004 several factors contributed to our success. As an example: -- Strong new orders input in the first half of the year -- New design in from existing customers -- Addition of several new customers who purchased higher gross margin products during the last half of the year The work completed over the last two years has clearly made us a much stronger company. Our gross margin % is now comparable to some of the best companies in our industry, our factory efficiency as measured by both sales per employee and first time through product yields are encouraging. This coupled with our balance sheet is a clear indication that we have a solid base business which now allows us to increase the rate of acceleration of our strategic plan." Mr. Ferrantino further stated, "Our strategy has two parts, the first is organic growth. Organically, our technology roadmap leveraging off our technical expertise in the timing area now includes products that provide additional functions such as filtering and amplification. These new products will provide our customers with engineering solutions using smaller areas, less power consumption and increased reliability. We will target niche markets such as point to point communication where high frequency, low jitter and stability are the primary technical requirements, areas where we excel. In order to achieve our new product objectives, significant new investments in engineering will be made in 2005. Our planned actions will impact short-term results; clearly we are taking the long-term view of our business, however, we expect to provide our shareholders with real value in the future. The second part of our strategic plan includes acquisitions. Again, our balance sheet is strong and allows us the ability to continue to pursue synergistic acquisition candidates. Our most recent acquisition of MF Electronics has proven to be a real success for our company and is fully integrated into the Valpey Fisher family." Mr. Ferrantino concluded, "While we continue to evaluate product lines and complete businesses, we are very selective. In order to be considered, candidates must have products or technologies that complement ours and products that can be sold through our sales channels, in our markets or to our customer base. We believe being very careful and conservative with our external strategy will at the right time reward the Company with another successful accretive acquisition." 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, the ability to limit the amount of the negative effect on operating results caused by pricing pressure and the Company's ability to comply with Section 404 of the Sarbanes-Oxley Act. Valpey-Fisher Corporation Condensed Consolidated Statements of Operations ( in thousands, except per share data) Unaudited Audited ----------------- ------------------ Quarter Ended Year Ended ----------------- ------------------ 12/31/04 12/31/03 12/31/04 12/31/03 ------------------ ------------------ Net sales $2,584 $2,415 $11,545 $8,496 Cost of sales 1,969 2,081 8,285 7,507 ------------------ ------------------ Gross profit 615 334 3,260 989 Selling and advertising expenses 233 373 1,409 1,406 General and administrative expenses 282 476 1,737 1,936 Research and development expenses 54 15 218 107 ------------------ ------------------ 569 864 3,364 3,449 ------------------ ------------------ Operating profit (loss) 46 (530) (104) (2,460) Other income, net 14 9 49 37 ------------------ ------------------ Earnings (loss) from continuing operations before income taxes 60 (521) (55) (2,423) Income tax benefit (A) 0 389 0 1,023 ------------------ ------------------ Earnings (loss) from continuing operations 60 (132) (55) (1,400) (Loss) from discontinued operations 0 0 (110) 0 ------------------ ------------------ Net earnings (loss) $60 $(132) $(165) $(1,400) ================== ================== Basic and diluted earnings (loss) per share: Continuing operations (A) $0.01 $(0.03) $(0.01) $(0.33) Discontinued operations 0.00 0.00 (0.03) 0.00 ------------------ ------------------ $0.01 $(0.03) $(0.04) $(0.33) ================== ================== Basic weighted average shares 4,221 4,185 4,212 4,188 Diluted weighted average shares 4,308 4,185 4,212 4,188 (A) The quarter ended 12/31/03 loss from continuing operations includes a tax benefit of $300,000 ($.07 basic and dilulted per share) as a result of a reduction in the deferred tax asset valuation allowance during the quarter. Valpey-Fisher Corporation Condensed Consolidated Balance Sheets ( in thousands) (Audited)(Audited) 12/31/04 12/31/03 ------------------ ASSETS Current assets: Cash and cash equivalents $6,455 $4,209 Receivables, net 1,137 2,467 Inventories, net 1,501 1,571 Deferred income taxes and other current assets 629 675 ------------------ Total current assets 9,722 8,922 ------------------ Property, plant and equipment, at cost 10,807 10,752 Less accumulated depreciation 7,808 7,064 ------------------ 2,999 3,688 ------------------ Other assets 143 134 ------------------ $12,864 $12,744 ================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $1,655 $1,440 Deferred income taxes 578 646 Stockholders' equity 10,631 10,658 ------------------ $12,864 $12,744 ================== CONTACT: Valpey-Fisher Corporation Michael J. Kroll, 508-435-6831 ext. 600 -----END PRIVACY-ENHANCED MESSAGE-----