-----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, HlwBjoHCHn3GHbOI+wJYPfrvgnJ/1aZ12JPrBj5qlaGXHw83x3HkxHTBMfK+f7Ql zzHj18j93AyOXKvVkSA4Rg== 0001157523-07-008072.txt : 20070808 0001157523-07-008072.hdr.sgml : 20070808 20070808160529 ACCESSION NUMBER: 0001157523-07-008072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 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: 071035737 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 a5467456.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): August 8, 2007 -------------- 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 August 8, 2007, Valpey-Fisher Corporation ("the Company") issued a press release announcing the Company's financial results for the second quarter and six months ended July 1, 2007. 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 August 8, 2007 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: August 8, 2007 By: /s/ Michael J. Kroll ------------------------- Michael J. Kroll Vice President, Treasurer and Chief Financial Officer EX-99.1 2 a5467456ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Valpey-Fisher Corporation Reports Second Quarter Results HOPKINTON, Mass.--(BUSINESS WIRE)--Aug. 8, 2007--Valpey-Fisher Corporation (AMEX:VPF), a provider of frequency control devices, including quartz crystals and oscillators, reported today its financial results for the second quarter and six months ended July 1, 2007. Michael J. Ferrantino, President and Chief Executive Officer said, "Once again, I am pleased to report our strategy to focus on solution driven products for the telecommunications market continues to add to our growth. -- New orders during the 2nd quarter amounted to $3,439,000, about the same as our 1st quarter of 2007, but 19% over the 2nd quarter of 2006. -- Net sales were $3,425,000 for the current quarter, a 6% increase over the 1st quarter of 2007 and a 17% increase over the 2nd quarter of last year. -- Gross margin for the 2nd quarter was $1,371,000 or 40% of net sales, an increase of $299,000 or 28% over last year's 2nd quarter. -- Operating income for the current quarter amounted to $341,000 or 10% of net sales versus $62,000 or 2% of net sales in the 2nd quarter of 2006. -- Net earnings for the 2nd quarter were $336,000 a 20% increase over the 1st quarter of 2007 and 442% increase over the 2nd quarter of 2006." In closing, Mr. Ferrantino said, "Based on our current conversations with several of our key customers, there appears to be some softness in the market. Most agree it is seasonal and believe there should be some pickup as we exit the summer season. Our backlog of approximately $2.3 million is substantially all scheduled for shipment in the 3rd quarter, so we believe our 3rd quarter sales should be in the range of our 2nd 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 Six Months Ended ----------------- ----------------- 7/1/07 7/2/06 7/1/07 7/2/06 -------- -------- -------- -------- Net sales $ 3,425 $ 2,927 $ 6,667 $ 5,799 Cost of sales 2,054 1,855 3,974 3,717 -------- -------- -------- -------- Gross profit 1,371 1,072 2,693 2,082 Selling and advertising expenses 462 428 924 833 General and administrative expenses 449 466 918 929 Research and development expenses 119 116 234 243 -------- -------- -------- -------- 1,030 1,010 2,076 2,005 -------- -------- -------- -------- Operating profit 341 62 617 77 Other income (expense), net 101 57 198 118 -------- -------- -------- -------- Earnings before income taxes 442 119 815 195 Income tax (expense) (106) (57) (199) (100) -------- -------- -------- -------- Net earnings $ 336 $ 62 $ 616 $ 95 ======== ======== ======== ======== Basic and diluted earnings per share $ 0.08 $ 0.01 $ 0.14 $ 0.02 ======== ======== ======== ======== Basic weighted average shares 4,266 4,252 4,261 4,249 Diluted weighted average shares 4,460 4,260 4,374 4,254 Valpey-Fisher Corporation Condensed Consolidated Balance Sheets ( in thousands) (Unaudited) (Audited) 7/1/07 12/31/06 ------------ ---------- ASSETS Current assets: Cash and cash equivalents $ 9,218 $ 9,184 Accounts receivables, net 1,828 1,614 Inventories, net 1,304 810 Deferred income taxes and other current assets 1,180 867 ------------ ---------- Total current assets 13,530 12,475 ------------ ---------- Property, plant and equipment, at cost 10,906 10,719 Less accumulated depreciation 9,079 8,826 ------------ ---------- 1,827 1,893 ------------ ---------- Other assets 172 161 ------------ ---------- Total assets $ 15,529 $14,529 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 2,613 $ 2,323 Deferred income taxes 300 343 Stockholders' equity 12,616 11,863 ------------ ---------- Total liabilities and stockholders' equity $ 15,529 $14,529 ============ ========== CONTACT: Valpey-Fisher Corporation Michael J. Kroll, 508-435-6831 ext. 600 Vice President, Treasurer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----