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)
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
INDEX |
PAGE
|
|
PART I. | FINANCIAL INFORMATION | |
ITEM 1. |
Financial Statements
|
|
Consolidated Condensed Balance Sheets – July 3, 2011 (Unaudited) andDecember 31, 2010 (Audited) |
4
|
|
Consolidated Statements of Operations – (Unaudited) Six Months Ended July 3, 2011 and July 4, 2010 |
5
|
|
Consolidated Statements of Cash Flows – (Unaudited)Three and Six Months Ended July 3, 2011 and July 4, 2010 |
6
|
|
Notes to Consolidated Condensed Financial Statements – (Unaudited) |
7-10
|
|
ITEM 2. |
11-14
|
|
ITEM 3. |
14
|
|
ITEM 4. |
15
|
|
PART II. |
OTHER INFORMATION
|
|
ITEM 1A. |
15
|
|
ITEM 6. |
15
|
|
SIGNATURES |
16
|
July 3,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
|
(Unaudited) |
(Audited)
|
||||||
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 3,115 | $ | 4,451 | ||||
Receivables, net
|
2,961 | 2,413 | ||||||
Inventories, net
|
1,860 | 1,458 | ||||||
Deferred income taxes
|
822 | 822 | ||||||
Other current assets
|
64 | 44 | ||||||
Total current assets
|
8,822 | 9,188 | ||||||
|
||||||||
Property, plant and equipment, at cost
|
12,960 | 12,201 | ||||||
Less accumulated depreciation
|
10,804 | 10,530 | ||||||
|
2,156 | 1,671 | ||||||
|
||||||||
Other assets
|
227 | 216 | ||||||
Total assets
|
$ | 11,205 | $ | 11,075 | ||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,208 | $ | 1,033 | ||||
Accrued liabilities
|
1,059 | 1,525 | ||||||
Total current liabilities
|
2,267 | 2,558 | ||||||
|
||||||||
Deferred income taxes
|
387 | 253 | ||||||
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: 4,350,206 and 4,328,527 shares
|
218 | 216 | ||||||
Capital surplus
|
5,787 | 5,743 | ||||||
Retained earnings
|
2,546 | 2,305 | ||||||
Total stockholders’ equity
|
8,551 | 8,264 | ||||||
Total liabilities and stockholders’ equity
|
$ | 11,205 | $ | 11,075 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
7/3/11
|
7/4/10
|
7/3/11
|
7/4/10
|
|||||||||||||
Net sales
|
$ | 3,885 | $ | 3,799 | $ | 7,404 | $ | 7,367 | ||||||||
Cost of sales
|
2,382 | 2,383 | 4,658 | 4,570 | ||||||||||||
Gross profit
|
1,503 | 1,416 | 2,746 | 2,797 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Selling and advertising
|
579 | 545 | 1,137 | 1,058 | ||||||||||||
General and administrative
|
335 | 366 | 656 | 723 | ||||||||||||
Research and development
|
309 | 310 | 603 | 639 | ||||||||||||
1,223 | 1,221 | 2,396 | 2,420 | |||||||||||||
Operating profit
|
280 | 195 | 350 | 377 | ||||||||||||
Interest income
|
2 | 4 | 5 | 9 | ||||||||||||
Earnings before income taxes
|
282 | 199 | 355 | 386 | ||||||||||||
Income tax expense
|
91 | 63 | 114 | 154 | ||||||||||||
Net earnings
|
$ | 191 | $ | 136 | $ | 241 | $ | 232 | ||||||||
Basic earnings per share
|
$ | .04 | $ | .03 | $ | .06 | $ | .05 | ||||||||
Diluted earnings per share
|
$ | .04 | $ | .03 | $ | .05 | $ | .05 | ||||||||
Basic weighted average shares
|
4,348 | 4,301 | 4,342 | 4,300 | ||||||||||||
Diluted weighted average shares
|
4,613 | 4,450 | 4,628 | 4,416 |
Six Months Ended
|
||||||||
|
July 3, 2011
|
July 4, 2010
|
||||||
Cash flows from operating activities:
|
||||||||
Net earnings
|
$ | 241 | $ | 232 | ||||
Adjustments to reconcile net earnings to net cash | ||||||||
provided (used) by operating activities of continuing operations:
|
||||||||
Depreciation
|
274 | 229 | ||||||
Provisions for inventory
|
43 | 50 | ||||||
Deferred income taxes
|
134 | 7 | ||||||
Stock-based compensation
|
16 | 26 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Receivables, net
|
(548 | ) | (487 | ) | ||||
Inventories
|
(445 | ) | (326 | ) | ||||
Other current assets
|
(20 | ) | 91 | |||||
Accounts payable and accrued liabilities
|
(266 | ) | 604 | |||||
Net cash provided (used) by operating activities of continuing operations
|
(571 | ) | 426 | |||||
Cash flows from operating activities: - Discontinued Operations
|
||||||||
Change in accrued liabilities
|
(25 | ) | (15 | ) | ||||
Net cash (used) by operating activities of discontinued operations
|
(25 | ) | (15 | ) | ||||
Net cash provided (used) by operating activities
|
(596 | ) | 411 | |||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(758 | ) | (198 | ) | ||||
Other assets, net
|
(11 | ) | (10 | ) | ||||
Net cash (used) by investing activities
|
(769 | ) | (208 | ) | ||||
Cash flows from financing activities:
|
||||||||
Stock options exercised
|
29 | 10 | ||||||
Net cash provided by financing activities
|
29 | 10 | ||||||
Net increase (decrease) in cash and cash equivalents
|
(1,336 | ) | 213 | |||||
Cash and cash equivalents:
|
||||||||
Beginning of period
|
4,451 | 4,053 | ||||||
End of period
|
$ | 3,115 | $ | 4,266 | ||||
Supplemental Cash Flow Information | ||||||||
Cash paid during the period by continuing operations for income taxes | $ | - | $ | - |
3 Months Ended
|
6 Months Ended
|
|||||||||||||||
7/3/11
|
7/4/10
|
7/3/11
|
7/4/10
|
|||||||||||||
|
||||||||||||||||
Cost of sales
|
$ | 2 | $ | 3 | $ | 4 | $ | 6 | ||||||||
Selling and advertising
|
1 | 1 | 3 | 3 | ||||||||||||
General and administrative
|
3 | 5 | 6 | 12 | ||||||||||||
Research and development
|
2 | 2 | 3 | 5 | ||||||||||||
Pre-tax stock-based compensation expense
|
8 | 11 | 16 | 26 | ||||||||||||
Income tax (benefit)
|
(1 | ) | - | (1 | ) | (1 | ) | |||||||||
Net stock-based compensation expense
|
$ | 7 | $ | 11 | $ | 15 | $ | 25 |
2010
|
||
Stock options granted
|
60,000 | |
Weighted-average exercise price
|
$ 1.32 | |
Weighted-average grant date fair value
|
$ .55 | |
Assumptions:
|
||
Risk-free interest rate
|
2.4 | % |
Expected volatility
|
46 | % |
Expected term in years
|
4.8 | |
Expected dividend yield
|
0 | % |
Number of
Shares
|
Weighted-
Average
Exercise Price
Per Share
|
Weighted-
Average
Remaining
Contractual
Life
In Years
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding at December 31, 2010
|
495,403 | $ | 1.29 | |||||||||||||
Options granted
|
0 | |||||||||||||||
Options exercised
|
(21,679 | ) | 1.35 | |||||||||||||
Options forfeited or expired
|
(3,852 | ) | 1.10 | |||||||||||||
Outstanding at July 3, 2011
|
469,872 | $ | 1.29 | 3.2 | $ | 677,600 | ||||||||||
Exercisable at July 3, 2011
|
370,774 | $ | 1.26 | 3.2 | $ | 544,220 |
Shares
|
Weighted-Average
Grant-Date
Fair Value
|
|||||||
Nonvested at December 31, 2010
|
128,195 | $ | .68 | |||||
Granted
|
- | - | ||||||
Vested
|
(29,097 | ) | .80 | |||||
Forfeited
|
- | - | ||||||
Nonvested at July 3, 2011
|
99,098 | $ | .64 |
July 3,
|
December 31,
|
|||||||
|
2011
|
2010
|
||||||
(unaudited) | ||||||||
Accounts receivable, less allowance for doubtful accounts of | ||||||||
$106 in 2011 and $100 in 2010
|
$ | 2,827 | $ | 2,313 | ||||
Refundable income taxes
|
134 | 100 | ||||||
$ | 2,961 | $ | 2,413 |
July 3,
|
December 31,
|
|||||||
|
2011
|
2010
|
||||||
(unaudited) | ||||||||
Raw materials
|
$ | 991 | $ | 866 | ||||
Work in process
|
314 | 180 | ||||||
Finished goods
|
555 | 412 | ||||||
$ | 1,860 | $ | 1,458 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
7/3/11
|
7/4/10
|
7/3/11
|
7/4/10
|
|||||||||||||
Weighted average shares outstanding
|
4,348 | 4,301 | 4,342 | 4,300 | ||||||||||||
Dilutive effect of stock options outstanding, | ||||||||||||||||
using the treasury stock method
|
265 | 149 | 286 | 116 | ||||||||||||
Diluted weighted average shares outstanding
|
4,613 | 4,450 | 4,628 | 4,416 |
●
|
our results for 2011 may be negatively impacted by the current global economic conditions and uncertainties,
|
●
|
a significant portion of our revenue is derived from sales to a few customers and the loss of one or more of our significant customers could have an adverse impact on our operating results and financial condition,
|
●
|
a significant portion of our revenue is derived from products manufactured by one supplier and a significant change in the supplier’s manufacturing capability or in our relationship with this supplier could have an adverse impact on our operating results and financial condition,
|
●
|
our operating results and financial condition could be negatively affected if after receiving design wins from OEMs, which in turn outsource the manufacture of their products to electronics manufacturing services ("EMS") companies, we fail to negotiate terms and successfully obtain orders from the EMS companies directly,
|
●
|
in order to eliminate the effects of currency fluctuations, we currently and historically have purchased products from our foreign suppliers in U.S. dollars. As exchange rates fluctuate, our cost for these products may become more expensive, thus we are less competitive, than our competitors that have taken measures to protect against exchange rate fluctuations,
|
●
|
our ability to develop, market and manufacture new innovative products competitively,
|
●
|
the fluctuations in product demand of the telecommunications industry, and our ability, including that of our suppliers to produce and deliver materials and products competitively
|
4.1 | Letter dated June 24, 2011 extending the Middlesex Savings Bank Working Capital Line of Credit and Equipment Line of Credit until August 31, 2011. Filed herewith. | |
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. |
101.INS*
|
XBRL Instance Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* | XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not part of of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
Valpey-Fisher Corporation
|
|
Date: August 15, 2011
|
/s/ Michael J. Ferrantino, Jr.
|
Michael J. Ferrantino, Jr.
|
|
President and Chief Executive Officer
|
|
Date: August 15, 2011
|
/s/ Michael J. Kroll
|
Michael J. Kroll
|
|
Vice President, Treasurer and Chief Financial Officer
|
/s/ Michael J. Kroll | 6/27/2011 | ||
Michael J. Kroll, CFO | Date |
Date: August 15, 2011
|
/s/ Michael J. Ferrantino, Jr.
|
Michael J. Ferrantino, Jr.
|
|
President and Chief Executive Officer
|
Date: August 15, 2011
|
/s/ Michael J. Kroll
|
Michael J. Kroll
|
|
Vice President, Treasurer and Chief Financial Officer
|
Date: August 15, 2011
|
/s/ Michael J. Ferrantino, Jr.
|
Michael J. Ferrantino, Jr.
|
|
President and Chief Executive Officer
|
Date: August 15, 2011
|
/s/ Michael J. Kroll
|
Michael J. Kroll
|
|
Vice President, Treasurer and Chief Financial Officer
|
Consolidated Condensed Balance Sheets (Parenthetical) (USD $)
|
Jul. 03, 2011
|
Dec. 31, 2010
|
---|---|---|
Preferred stock, par value | $ 1.00 | $ 1.00 |
Preferred stock, Authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.05 | $ 0.05 |
Common stock, Authorized | 10,000,000 | 10,000,000 |
Common stock, Issued | 4,350,206 | 4,328,527 |
Common stock, outstanding | 4,350,206 | 4,328,527 |
Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 03, 2011
|
Jul. 04, 2010
|
Jul. 03, 2011
|
Jul. 04, 2010
|
|
Net sales | $ 3,885 | $ 3,799 | $ 7,404 | $ 7,367 |
Cost of sales | 2,382 | 2,383 | 4,658 | 4,570 |
Gross profit | 1,503 | 1,416 | 2,746 | 2,797 |
Operating expenses: | Â | Â | Â | Â |
Selling and advertising | 579 | 545 | 1,137 | 1,058 |
General and administrative | 335 | 366 | 656 | 723 |
Research and development | 309 | 310 | 603 | 639 |
Operating Expenses, Total | 1,223 | 1,221 | 2,396 | 2,420 |
Operating profit | 280 | 195 | 350 | 377 |
Interest income | 2 | 4 | 5 | 9 |
Earnings before income taxes | 282 | 199 | 355 | 386 |
Income tax expense | 91 | 63 | 114 | 154 |
Net earnings | $ 191 | $ 136 | $ 241 | $ 232 |
Basic earnings per share | $ 0.04 | $ 0.03 | $ 0.06 | $ 0.05 |
Diluted earnings per share | $ 0.04 | $ 0.03 | $ 0.05 | $ 0.05 |
Basic weighted average shares | 4,348 | 4,301 | 4,342 | 4,300 |
Diluted weighted average shares | 4,613 | 4,450 | 4,628 | 4,416 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jul. 03, 2011
|
Aug. 12, 2011
|
|
Document Information [Line Items] | Â | Â |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jul. 03, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Trading Symbol | VPF | Â |
Entity Registrant Name | VALPEY FISHER CORP | Â |
Entity Central Index Key | 0000085608 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 4,350,206 |
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Income Taxes
|
6 Months Ended |
---|---|
Jul. 03, 2011
|
|
Income Taxes |
7. Income
Taxes:
At
July 3, 2011 and December 31, 2010, the Company had no reserves for
unrecognized tax benefits on the balance sheet.
There
are currently no income tax examinations in
progress. The federal income tax returns for 2008
through 2010 and the state of Massachusetts tax returns for 2007
through 2010 are open tax years. The Company’s
policy is to include interest expense on underpayments of income
taxes in our income tax provision whereas penalties are included in
general and administrative expense.
|
Comprehensive Income (Loss)
|
6 Months Ended |
---|---|
Jul. 03, 2011
|
|
Comprehensive Income (Loss) |
3. Comprehensive
Income (Loss):
During
the three and six months ended July 3, 2011 and July 4, 2010, there
were no differences between comprehensive income (loss) and net
income.
|
Recent Accounting Pronouncements
|
6 Months Ended |
---|---|
Jul. 03, 2011
|
|
Recent Accounting Pronouncements |
9. Recent
Accounting Pronouncements:
In
January 2010, the FASB issued ASU 2010-06, which is an update
to Topic 820, “Fair Value Measurement and Disclosures”.
This update establishes further disclosure requirements regarding
transfers in and out of levels 1 and 2 (effective for all interim
and annual reporting periods beginning after December 15,
2009) and activity in level 3 fair value measurements (effective
for all interim and annual reporting periods beginning after
December 15, 2010). The update also provides clarification as
to the level of disaggregation for each class of assets and
liabilities, requires disclosures about inputs and valuation
techniques, and also includes conforming amendments to the guidance
on employers’ disclosures about postretirement benefit plan
assets. The adoption of this standard has not and is not
expected to have a material impact on the Company’s financial
position or results of operation.
In
June 2011, the FASB issued ASU 2011-05 which provides new guidance
on the presentation of comprehensive income. ASU 2011-05
eliminates the option to report other comprehensive income and its
components in the statement of changes in stockholders’
equity and instead requires an entity to present the total of
comprehensive income, the components of net income and the
components of other comprehensive income either in a single
continuous statement or in two separate but consecutive statements.
This guidance is effective for fiscal years, and
interim periods within those years, beginning after
December 15, 2011, with early adoption permitted.
The adoption of this ASU will not have a significant impact
on the Company’s consolidated financial statements as it only
requires a change in the format of the current
presentation.
|
Credit Agreement and Commitments
|
6 Months Ended |
---|---|
Jul. 03, 2011
|
|
Credit Agreement and Commitments |
8. Credit Agreement
and Commitments:
The
Company has a loan agreement and security agreement with a bank
that provides for a $1,000,000 Revolving
Loan and a $1,000,000 Revolving Equipment Loan that expire on
August 31, 2011. The Revolving Loan is due on demand and
bears interest at the higher of the Bank’s base rate or
4%. The Company had $799,000 available under this
Revolving Loan at July 3, 2011, net of a $201,000 irrevocable
standby letter of credit. This letter of credit has been issued as
security for the Company’s performance under a remediation
agreement with the New Jersey Department of Environmental
Protection. The Revolving Equipment Loan provides for a
3 year to 5 year term option at the election of the Company with an
interest rate between 5.5% and 5.75% depending on the
term. There were no amounts outstanding under the
Revolving Equipment Loan at July 3, 2011. The Loans are
secured by accounts receivable, inventory and
equipment. The loan agreement contains a quarterly
financial covenant of a minimum debt service coverage of 1.20: 1 or a cash
balance on deposit in specified accounts with the lending bank of
$500,000.
|
3
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