-----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, KSmJDy5estz/zXCGGCHKYdybCD+uaRZaz97xYbqGLzau/03f4TL7HZsMaH3Am9cn 5kbslTkTtpGBjys7kxicJw== 0001157523-06-005128.txt : 20060512 0001157523-06-005128.hdr.sgml : 20060512 20060512163206 ACCESSION NUMBER: 0001157523-06-005128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060512 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 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: 06835265 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 a5147112.txt VALPEY-FISHER CORPORATION 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): May 12, 2006 ------------ 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 May 12, 2006, Valpey-Fisher Corporation ("the Company") issued a press release announcing the Company's financial results for the first quarter ended April 2, 2006. 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 May 12, 2006 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 12, 2006 By: /s/ Michael J. Kroll ------------------------------ Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-99.1 2 a5147112-ex991.txt EXHIBIT 99.1 Exhibit 99.1 Valpey-Fisher Corporation Reports First Quarter Results HOPKINTON, Mass.--(BUSINESS WIRE)--May 12, 2006--Valpey-Fisher Corporation (AMEX: VPF), a provider of frequency control devices, including quartz crystals and oscillators, reported today its financial results for the first quarter ended April 2, 2006. For the quarter ended April 2, 2006, net sales were $2,872,000, gross profit was $1,011,000, and operating profit was $16,000. The operating profit includes $42,000 of employee stock option expense as required by Statement of Financial Accounting Standards ("SFAS") No. 123R. Net earnings were $33,000 or $.01 per share. Under previous accounting rules without the adoption of SFAS No. 123R, the Company would have reported net earnings of $74,000 or $.02 per share. For the quarter ended April 3, 2005, net sales were $3,022,000, gross profit was $965,000, and operating profit was $46,000. The operating profit in 2005 does not include any employee stock option expense required by SFAS No. 123R. Net earnings amounted to $45,000 or $.01 per share for the quarter ended April 3, 2005. Michael J. Ferrantino, President and Chief Executive Officer said, "Although sales for the first quarter of 2006 were 5% lower than the first quarter of 2005, we are very pleased to report that our gross margin, as a percentage sales, improved to 35% compared to the 32% in 2005. The gross margin improvement is directly related to a conscious decision to drop out very low margin commodities type business and replace it with higher-end precision assemblies. At the same time we continue to improve our factory yields and on time deliveries. We are also pleased to announce during the quarter we added additional resources in both development and application engineering as part of our on-going plan to increase our organic growth. While these additions have increased our operating expenses, we continue to remain profitable, now for the seventh consecutive quarter. Although we have no concrete news to report on the acquisition front, we remain aggressive in pursuing the right business combination and will continue to review all strategic opportunities." In closing, Mr. Ferrantino said, "The outlook for the 2nd quarter is good. Our book-to-bill ratio for this quarter was 1.10 to 1, resulting in a backlog of $1.9 million at April 2, 2006, compared to a backlog of $1.6 million at December 31, 2005. As a result, we believe shipments for the 2nd quarter will be above the 1st quarter. We expect costs to be in line with our budget resulting in another profitable quarter." 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 continue 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 Unaudited ( in thousands, except per share data) Quarter Ended --------------- 4/2/06 4/3/05 ------- ------- Net sales $2,872 $3,022 Cost of sales 1,861 2,057 ------- ------- Gross profit 1,011 965 Selling and advertising expenses 405 371 General and administrative expenses 463 461 Research and development expenses 127 87 ------- ------- 995 919 ------- ------- Operating profit 16 46 Interest income 61 23 ------- ------- Earnings before income taxes 77 69 Income tax (expense) (44) (24) ------- ------- Net earnings $33 $45 ======= ======= Basic and diluted earnings per share $0.01 $0.01 ======= ======= Basic weighted average shares 4,247 4,223 Diluted weighted average shares 4,247 4,312 Valpey-Fisher Corporation Condensed Consolidated Balance Sheets ( in thousands) (Unaudited) (Audited) 4/2/06 12/31/05 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $7,574 $7,920 Accounts receivables, net 1,529 1,495 Inventories, net 916 1,028 Deferred income taxes and other current assets 645 653 ----------- ----------- Total current assets 10,664 11,096 ----------- ----------- Property, plant and equipment, at cost 10,978 10,927 Less accumulated depreciation 8,729 8,559 ----------- ----------- 2,249 2,368 ----------- ----------- Other assets 161 153 ----------- ----------- $13,074 $13,617 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $1,606 $2,205 Deferred income taxes 420 448 Stockholders' equity 11,048 10,964 ----------- ----------- $13,074 $13,617 =========== =========== CONTACT: Valpey-Fisher Corporation Michael J. Kroll, 508-435-6831 ext. 600 Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----