-----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, FD71UsGk36/Gk1GD1nmXI57FmwD2fccFySvgY+cbUX0sgr0uWDXYFvke21Ia1kXi dtacs2/oy4oyL8yia/aI3w== 0001157523-06-010917.txt : 20061106 0001157523-06-010917.hdr.sgml : 20061106 20061106161954 ACCESSION NUMBER: 0001157523-06-010917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061106 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 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: 061190586 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 a5267153.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): November 6, 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 (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. ---------------------------------------------- On November 6, 2006, Valpey-Fisher Corporation ("the Company") issued a press release announcing the Company's financial results for the third quarter ended October 1, 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 November 6, 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: November 6, 2006 By: /s/ Michael J. Kroll ------------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-99.1 2 a5267153ex99_1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Valpey-Fisher Corporation Reports Third Quarter Results HOPKINTON, Mass.--(BUSINESS WIRE)--Nov. 6, 2006--Valpey-Fisher Corporation (VPF: AMEX), a provider of frequency control devices, including quartz crystals and oscillators, reported today its financial results for the 3rd quarter ended October 1, 2006. Michael J. Ferrantino, President and Chief Executive Officer said, "In our last press release, we spoke of our confidence level as it related to 3rd quarter financial performance. It gives us a great deal of pleasure to report excellent results for the 3rd quarter versus the same quarter last year. New orders of $3.2 million versus $2.7 million last year represented a substantial increase of 18.5%. Sales in the current quarter increased 3.4% over last year, but more importantly, our gross margin continued to improve. Gross margin as a percentage of sales was 37% this quarter compared to 35% in the same quarter last year. The current quarter's operating income before the $43,000 effect of SFAS 123R employee stock option expense was $159,000 versus $102,000 last year. The additional $57,000 of operating income comes after our planned investment increase of approximately $75,000 over last year in both marketing and R&D." Mr. Ferrantino continued, "Our current outlook for the 4th quarter indicates a strong finish to 2006 given our current backlog of over $2 million; the majority of which is scheduled for 4th quarter shipment." In closing, Mr. Ferrantino said, "As we look beyond 2006, we continue to be encouraged by the amount of interest and sampling activity of our new products. We do expect to continue to land new design-ins with our customers. As our customers introduce new products we expect to see low rate production orders for our new products in the 1st half of 2007." 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 Quarter Ended Nine Months Ended data) ------------------ ------------------ 10/1/06 10/2/05 10/1/06 10/2/05 ------------------ ------------------ Net sales $ 2,875 $ 2,780 $ 8,674 $ 8,817 Cost of sales 1,813 1,813 5,529 5,829 ------------------ ------------------ Gross profit 1,062 967 3,145 2,988 Selling and advertising expenses 391 366 1,223 1,121 General and administrative expenses 418 416 1,348 1,356 Research and development expenses 137 83 380 248 ------------------ ------------------ 946 865 2,951 2,725 ------------------ ------------------ Operating profit 116 102 194 263 Other income (expense), net 63 44 180 97 ------------------ ------------------ Earnings before income taxes 179 146 374 360 Income tax (expense) (81) (50) (181) (123) ------------------ ------------------ Net earnings $ 98 $ 96 $ 193 $ 237 ================== ================== Basic and diluted earnings per share $ 0.02 $ 0.02 $ 0.05 $ 0.06 ================== ================== Basic weighted average shares 4,257 4,247 4,252 4,237 Diluted weighted average shares 4,264 4,343 4,257 4,310 Valpey-Fisher Corporation Condensed Consolidated Balance Sheets (in thousands) (Unaudited) (Audited) 10/1/06 12/31/05 ---------------------- ASSETS Current assets: Cash and cash equivalents $ 8,139 $ 7,920 Receivables, net 1,783 1,495 Inventories, net 787 1,028 Deferred income taxes and other current assets 675 653 ---------------------- Total current assets 11,384 11,096 ---------------------- Property, plant and equipment, at cost 11,091 10,927 Less accumulated depreciation 8,981 8,559 ---------------------- 2,110 2,368 ---------------------- Other assets 161 153 ---------------------- $ 13,655 $ 13,617 ====================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 1,958 $ 2,205 Deferred income taxes 360 448 Stockholders' equity 11,337 10,964 ---------------------- $ 13,655 $ 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-----