UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-4184
Valpey-Fisher Corporation
(Exact name of registrant as specified in its charter)
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)
(508) 435-6831
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes [ ] No [X]
As of November 5, 2004, the number of shares outstanding of Registrant's
Common Stock, par value $.05 was 4,220,315.
1
Valpey-Fisher Corporation
INDEX PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. - Financial Statements - Unaudited
Consolidated Condensed Balance Sheets - September 26, 2004 and December 31, 2003 3
Consolidated Statements of Operations - Three Months and Nine Months Ended
September 26, 2004 and September 28, 2003 4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 26, 2004 and September 28, 2003 5
Notes to Consolidated Condensed Financial Statements 6-9
ITEM 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations 10-12
ITEM 3. - Quantitative and Qualitative Disclosures About Market Risk 13
ITEM 4. - Controls and Procedures 13
PART II. OTHER INFORMATION
ITEM 6. - Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Valpey-Fisher Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except share data)
9/26/04 12/31/03
------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $5,880 $4,209
Receivables, net 1,414 2,467
Inventories, net 1,809 1,571
Deferred income taxes and other current assets 762 675
- ------------------------------------------------------------------------------------------------------
Total current assets 9,865 8,922
Property, plant and equipment, at cost 10,760 10,752
Less accumulated depreciation 7,615 7,064
- ------------------------------------------------------------------------------------------------------
3,145 3,688
Other assets 143 134
- ------------------------------------------------------------------------------------------------------
$13,153 $12,744
- ------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $512 $540
Accrued liabilities 1,470 900
- ------------------------------------------------------------------------------------------------------
Total current liabilities 1,982 1,440
Deferred income taxes 611 646
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: 4,220,315 and 4,184,815 shares 211 209
Capital surplus 5,078 4,999
Retained earnings 5,443 5,667
Less unearned compensation (172) (217)
- ------------------------------------------------------------------------------------------------------
Total stockholders' equity 10,560 10,658
- ------------------------------------------------------------------------------------------------------
$13,153 $12,744
- ------------------------------------------------------------------------------------------------------
See notes to consolidated condensed financial statements.
3
Valpey-Fisher Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended
9/26/04 9/28/03 9/26/04 9/28/03
---------------------------- ------------------------
Net sales $3,043 $2,190 $8,961 $6,081
Cost of sales 2,107 1,916 6,316 5,440
- ---------------------------------------------------------------------------------------------------------
Gross profit 936 274 2,645 641
Operating expenses:
Selling and advertising 379 287 1,176 1,033
General and administrative 467 565 1,455 1,460
Research and development 53 17 164 92
- ---------------------------------------------------------------------------------------------------------
899 869 2,795 2,585
Operating profit (loss) 37 (595) (150) (1,944)
Other income (loss):
Interest income 8 8 22 40
Interest (expense) - - - (12)
Gain on sale of assets - - 13 -
- ---------------------------------------------------------------------------------------------------------
8 8 35 28
Earnings (loss) from continuing
operations before income taxes 45 (587) (115) (1,916)
Income tax benefit - 191 - 634
- ---------------------------------------------------------------------------------------------------------
Earnings (loss) from continuing operations 45 (396) (115) (1,282)
(Loss) from discontinued operations, net of taxes - - (110) -
- ---------------------------------------------------------------------------------------------------------
Net earnings (loss) $45 $(396) $(225) $(1,282)
- ---------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share:
Continuing operations $.01 $(.09) $(.03) $(.31)
Discontinued operations - - (.02) -
- ---------------------------------------------------------------------------------------------------------
$.01 $(.09) $(.05) $(.31)
- ---------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per share:
Continuing operations $.01 $(.09) $(.03) $(.31)
Discontinued operations - - (.02) -
- ---------------------------------------------------------------------------------------------------------
$.01 $(.09) $(.05) $(.31)
- ---------------------------------------------------------------------------------------------------------
Weighted average shares:
Basic 4,217 4,185 4,209 4,189
Diluted 4,263 4,185 4,209 4,189
See notes to consolidated condensed financial statements.
4
Valpey-Fisher Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
--------------------
9/26/04 9/28/03
--------------------
Cash flows from operating activities:
Net (loss) from continuing operations $(115) $(1,282)
Adjustments to reconcile net (loss) to net cash provided
by operating activities:
Depreciation and amortization 626 625
Deferred income taxes - 63
Net non-cash stock compensation 29 27
Gain on sale of assets (13) -
Changes in operating assets and liabilities, excluding
the effects of the purchase of MF Electronics 1,190 1,557
- ------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,717 990
- ------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of MF Electronics - (799)
Capital expenditures (95) (117)
Collection of note receivables 19 18
Proceeds from sale of assets 25 65
Other, net (8) (8)
- ------------------------------------------------------------------------------------------------------
Net cash (used) by investing activities (59) (841)
- ------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Stock options exercised 13 -
Payments on long-term debt - (1,277)
Purchases of common stock - (60)
- ------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 13 (1,337)
- ------------------------------------------------------------------------------------------------------
Net cash (used) by discontinued operations - -
- ------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 1,671 (1,188)
Cash and cash equivalents:
Beginning of period 4,209 5,758
--------------------
End of period $5,880 $4,570
--------------------
Noncash Investing and Financing Activities:
In 2004, the Company issued 29,500 shares of stock valued at $85,500 to
four employees in payment for a bonus accrued in 2003.
See notes to consolidated condensed financial statements.
5
Valpey-Fisher Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
1. Financial Presentation:
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for fair presentation of results
for such periods. The results of operations for any interim period are not
necessarily indicative of results for the full year.
These interim financial statements should be read in conjunction with the
financial statements and related notes thereto included in the Company's 2003
Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
2. Stock Compensation Plans:
The Company applies the intrinsic value method, Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees" and related
interpretations in accounting for its stock option plans. The Company provides
the disclosure requirements of Statement of Financial Accounting Standards Nos.
123 and 148, "Accounting for Stock-Based Compensation," and related
interpretations and amendments.
The Company adopted the disclosure-only option under SFAS No. 123
"Accounting for Stock-Based Compensation." The following table illustrates the
effect on net earnings (loss) per share if the Company had applied the fair
value recognition provisions of SFAS No. 123 to stock-based compensation.
Three Months Ended
(in thousands, except per share amounts) 9/26/04 9/28/03
- ------------------------------------------------------------------------------------------------------ --------------
(unaudited)
Net earnings (loss), as reported $ 45 $ (396)
Deduct: Total stock-based employee compensation expense determined under
the fair value based method for all awards, net of related tax benefit (9) (32)
------------------------------
Pro forma net earnings (loss) $ 36 $ (428)
==============================
Basic and diluted earnings (loss) per share, as reported $ .01 $ (.09)
==============================
Basic and diluted earnings (loss) per share, pro forma $ .01 $ (.10)
==============================
6
Nine Months Ended
(in thousands, except per share amounts) 9/26/04 9/28/03
- ---------------------------------------------------------------------------------------------------------------------
(unaudited)
Net (loss), as reported $ (225) $ (1,282)
Deduct: Total stock-based employee compensation expense determined under
the fair value based method for all awards, net of related tax benefit (41) (95)
------------------------------
Pro forma net (loss) $ (266) $ (1,377)
==============================
Basic and diluted (loss) per share, as reported $ (.05) $ (.31)
==============================
Basic and diluted (loss) per share, pro forma $ (.06) $ (.33)
==============================
3. Acquisition:
On May 28, 2003, pursuant to an Asset Purchase Agreement dated April 30,
2003, the Company purchased certain assets consisting primarily of inventories,
machinery and equipment and the customer order backlog from MF Electronics Corp.
("MF"), a privately held company located in New Rochelle, NY. MF designs and
manufactures a wide range of frequency control products. The results of MF's
operations have been included in the consolidated financial statements since the
date of acquisition. During the week of June 30, 2003, the purchased assets and
operations of MF were moved to the Company's facility located in Hopkinton, MA.
The following unaudited pro forma financial information presents the
results of the Company as if the acquisition of MF was completed January 1, 2003
(in thousands, except for per share amounts):
Three Months Ended Nine Months Ended
9/28/03 9/28/03
- ---------------------------------------------------------------------------------------------------------------------------------
Net sales $ 2,190 $ 7,972
Net (loss) (396) (1,694)
Basic and diluted (loss) per share (.09) (.40)
This pro forma financial information is presented for informational
purposes and is not necessarily indicative of the Company's operating results if
the acquisition had been in effect for the period presented. In addition, this
is not intended to be a projection of future results and do not reflect any
anticipated cost savings or operating efficiencies that the Company believes are
achievable.
4. Comprehensive Income (Loss):
During the three months and nine months ended September 26, 2004 and
September 28, 2003, there were no differences between comprehensive income
(loss) and net income (loss).
7
5. Receivables, net:
Receivables, net of allowances, consist of the following:
(in thousands) 9/26/04 12/31/03
- -------------------------------------------------------------------------------------------------
(unaudited)
Accounts receivable, less allowance for doubtful accounts of $98 and $80 $1,414 $1,161
Refundable income taxes - 1,287
Other - 19
-----------------------
$1,414 $2,467
=======================
6. Inventories, net:
Inventories, net of reserves, consist of the following:
(in thousands) 9/26/04 12/31/03
- -------------------------------------------------------------------------------------------------
(unaudited)
Raw materials $1,245 $1,110
Work in process 313 275
Finished goods 251 186
-----------------------
$1,809 $1,571
=======================
7. Discontinued Operations:
During 1998, the Company sold the assets of its Bergen Cable Technologies,
Inc. subsidiary. As a result of the sale, the Company was required to perform
environmental cleanup at the site. During the second quarter of 2004, the
Company expensed $110,000 to increase the environmental expense accrual to
reflect the revised estimate to complete the next phase of the remediation. This
after-tax expense of $110,000 is presented in the Consolidated Statements of
Operations under the caption "(Loss) from discontinued operations". As of
September 26, 2004, $1,060,000 has been expensed for the cleanup and accrued
liabilities include approximately $145,000 for future payments. These costs
represent the Company's best estimate, but the ultimate costs will not be known
until the remediation is complete.
8. Earnings (Loss) Per Share:
The computation of basic earnings (loss) per share is computed using the
weighted average number of common shares outstanding during the three months and
nine months ended September 26, 2004 and September 28, 2003. The computation of
diluted earnings (loss) per share is computed using the weighted average number
of common shares outstanding and the weighted average number of common shares
that would have been outstanding if potentially dilutive common shares relating
to stock options had been issued using the treasury stock method during these
same periods.
8
During the three months ended September 26, 2004, 163,750 of common shares
issuable under stock options have not been included in the computation of
"Diluted earnings (loss) per share" because the options' exercise price was
greater than the average market price. The following table shows the common
shares issuable under stock options which have not been included in the
computation of "Diluted earnings (loss) per share" because of the anti-dilutive
effect of the options since the Company reported a loss from operations in these
periods:
Period Number of common shares
- --------------------------------------------------------------------------------
Nine months ended September 26, 2004 534,438
Three months ended September 28, 2003 578,438
Nine months ended September 28, 2003 578,438
9. Reclassifications:
Certain reclassifications have been made to the 2003 financial statements
to conform to the current year presentation.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
us to make estimates, judgments, and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and the related disclosure
of contingent assets and liabilities. Actual results may differ from these
estimates under different assumptions or conditions.
Management believes that judgments and estimates related to the following
critical accounting estimates could materially affect its consolidated financial
statements.
Accounts receivable - The Company performs on-going credit evaluations of
its customers and assesses the collectibility of its accounts receivable based
on a number of factors including the customer's financial condition and
collection history, and current economic trends when evaluating the adequacy of
the allowance for doubtful accounts.
Inventory - The Company estimates the carrying value of its inventory based
upon historic usage and management's assumptions relating to projected customer
purchases, product design changes and product obsolescence. The changing
technology markets that we supply also affect these estimates. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
Income Taxes - The Company has recorded deferred tax assets and liabilities
resulting from differing treatment of items for tax and financial statement
reporting purposes. The Company must estimate its income tax valuation allowance
by assessing which deferred tax assets are more likely than not to be recovered
in the future. Based on our assessment of the realization of these assets, the
Company has recorded a valuation allowance of $704,000 at September 26, 2004. In
reaching our conclusion, we evaluated the existence of deferred tax liabilities
that can be used to absorb deferred tax assets, the deductibility of the
disposal of scrap and worthless inventory, taxable income in prior carryback
years and taxable income by jurisdiction in which we operate and the period over
which the deferred tax assets would be recoverable. In the event that actual
results differ from these estimates in future periods, the Company may need to
establish an additional valuation allowance or reduce the valuation allowance,
which could materially impact our financial position and results of operations.
Liquidity and Capital Resources
Cash and cash equivalents increased $1,671,000 during the nine months ended
September 26, 2004. During this period, the Company's continuing operations
generated cash of $1,717,000, investing activities used cash of $59,000 and
financing activities generated $13,000 in cash.
Cash generated from continuing operations of $1,717,000 resulted mainly
from the net loss of $115,000 adjusted for the non-cash effect of depreciation
of $626,000 and the $1,190,000 reduction in working capital. The net reduction
in working capital was mainly due to the receipt of a $1,255,000 tax refund. The
$271,000 increase in accounts receivable is mainly due to the increased sales
level. Days sales outstanding were 45 days at September 26, 2004 compared to 47
days at December 31, 2003. The inventory increase of $238,000 is mainly to
support the increased level of sales and backlog. The increase in accrued
liabilities was mainly attributable to increases in commissions payable,
employee compensation, environmental costs and professional fees.
10
During the nine months ended September 26, 2004, the Company sold certain
pieces of machinery and equipment, received $25,000 in cash and recorded a
$13,000 gain on the sale. Capital expenditures amounted to $95,000 during the
nine months ended September 26, 2004.
While the Company is projecting a loss in 2004 based on the current
conditions in the telecom market, management believes that based on its current
working capital and the expected cash flows from operations, the Company's
resources are sufficient to meet its financial needs in 2004 including a
remaining capital expenditures budget of approximately $150,000.
Off-Balance Sheet Arrangements
The Company does not maintain any off-balance sheet financing arrangements.
Contractual Obligations
During the normal course of business, we incur certain commitments to make
future payments for the purchase of inventory and production supplies based on
projected requirements. At September 26, 2004, the Company has outstanding
purchase commitments totaling approximately $481,000, all of which are expected
to be fulfilled in less than 1 year.
Results of Operations
For the quarter and nine months ended September 26, 2004, net sales
increased $853,000 or 39% and $2,880,000 or 47%, respectively, over the
comparable periods in 2003. Sales from the MF Electronics product line acquired
at the end of May 2003 accounted for approximately 40% of the sales increase
during the quarter ended September 26, 2004. The remaining sales increase
resulted primarily from overall higher average selling prices based on the sales
mix. During the nine months ended September 26, 2004, sales from the MF
Electronics product line accounted for about 50% of the sales increase.
Increased unit sales accounted for the majority of the remaining sales increase
during this period. The book-to-bill ratio during the nine months ended
September 26, 2004 was slightly better than 1, comparable to that in the same
period in 2003. The Company's backlog amounted to $2.0 million at September 26,
2004 compared to $1.8 million at December 31, 2003 and $1.7 million at September
28, 2003. While the Company saw increased activity in the IT markets (servers,
switches and storage) and some slight increase in the telecom market during the
1st quarter of 2004, the Company did see some softness in new orders during the
3rd quarter of 2004. Based on input from our customers and outside sales
representatives, we feel we will continue to see this market softness in the
short-term. Management continues to be unsure of the potential impact on its
future operations from the current continuing telecom market uncertainties and
our industries over capacity issues.
The Company reported a $936,000 gross profit (31% of net sales) in the
quarter ended September 26, 2004 versus a $274,000 gross profit (13% of net
sales) in the 2003 quarter. For the nine months ended September 26, 2004, the
gross profit was $2,645,000 (30% of net sales) compared to $641,000 (11% of net
sales) in the 2003 period. About 50% of the dollar increase during both of these
periods was due to the gross profit provided by the MF Electronics product line
sales. During these periods, the remaining increases were generated from the
higher margins from the existing product lines resulting mainly from the
favorable effect of spreading the fixed overhead costs over the higher sales
level. As a percentage of sales, direct labor and raw material costs remained
fairly constant during these periods.
During the quarter ended September 26, 2004, selling and advertising
expenses increased $92,000 (32%) over the comparable period in 2003. As a result
of the sales increase during 2004, sales commission expense to outside
manufacturers' representatives increased $39,000 over 2003 quarter. Increases in
bad debt, personnel and advertising expenses mainly accounted for the remaining
expense increase. During the nine months ended September 26, 2004, selling and
advertising expenses increased $143,000 (14%) over the same period in 2003. An
increase of $130,000 in sales commission expense to outside manufacturers'
representatives accounted for the majority of the increase.
11
During the quarter ended September 26, 2004, general and administrative
expenses decreased $98,000 from the comparable 2003 period. A $107,000 reduction
in personnel expenses, offset in part by a $25,000 increase in professional
fees, was the main reason for the expense reduction. During the nine months
ended September 26, 2004, general and administrative expenses decreased $5,000
from the same period in 2003. An $113,000 reduction in personnel expenses,
offset in part by a $96,000 increase in professional fees, was the main reason
for the expense reduction. The reductions in personnel expenses were mainly
attributable to the integration of the MF Electronics acquisition. The increases
in professional fees resulted primarily from the costs relating to the new
financial reporting and corporate governance requirements.
For the quarter and nine months ended September 26, 2004, research and
development expenses increased $36,000 and $72,000 over the comparable 2003
periods. These increases were primarily due to increased personnel expenses.
The decrease in interest income during the nine months ended September 26,
2004 from the 2003 period was mainly due to the lower average cash balances in
2004 and, to a lesser extent, lower interest rates during the current year. The
decrease in interest expense from the 2003 amount is due to the Company
paying-off the balance of its outstanding term-debt in the first quarter of
2003. During the nine months ended September 26, 2004, the Company sold
equipment and realized a $13,000 gain.
During the quarter and nine months ended September 26, 2004, the Company
did not provide for income taxes based on the estimated taxable loss this year
due to the uncertainty surrounding the realization of these future tax benefits.
The estimated effective federal and state income tax rate for 2003 is 33%. The
Company is providing a valuation allowance for the full amount of the state
income tax benefit in 2003 due to the uncertainty of realization.
For the quarter ended September 26, 2004, the Company reported an operating
profit of $37,000 compared to an operating loss of $595,000 in comparable
quarter of 2003. The improvement in operating profit was mainly due to the
increases in sales and gross margin in 2004, offset in part by slightly higher
operating expenses. During the quarter ended September 26, 2004 the Company
reported a $45,000 net profit from continuing operations compared to a net loss
of $396,000 from continuing operations in comparable 2003 period.
For the nine months ended September 26, 2004, the Company reported an
operating loss of $150,000 compared to an operating loss of $1,944,000 in
comparable period of 2003. The reduction in operating loss was mainly due to the
increases in sales and gross margin in 2004, offset in part by higher operating
expenses. During the nine months ended September 26, 2004 the Company reported
an $115,000 net loss from continuing operations compared to a net loss of
$1,282,000 from continuing operations in comparable 2003 period. During the nine
months ended September 26, 2004, the Company reported an $110,000 loss from
discontinued operations. As a result, for the nine months ended September 26,
2004, the Company reported a net loss of $225,000 versus a net loss of
$1,282,000 in 2003.
12
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, and the ability to
limit the amount of the negative effect on operating results caused by pricing
pressure.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's cash balances in excess of operating requirements are
currently invested in money market accounts. These money market accounts are
subject to interest rate risk and interest income will fluctuate in relation to
general money market rates. Based on the cash and cash equivalent balance at
September 26, 2004, and assuming the balance was totally invested in money
market instruments for the full year, a hypothetical 1% point change in interest
rates would result in an approximate $58,800 increase or decrease in interest
income.
The Company purchases certain inventory from and sells product in foreign
countries. As these activities are currently transacted in U.S. dollars, they
are not subject to foreign currency exchange risk. However, significant
fluctuation in the currencies where the Company purchases inventory or sells
product could make the U.S. dollar equivalent of such transactions more or less
favorable to the Company and the other involved parties.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
At the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective.
Changes in internal control.
During the third quarter of 2004, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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.
(b) Reports on Form 8-K
On July 30, 2004, the Registrant filed a report on Form 8-K dated
July 30, 2004 reporting under Item 7.(c) Exhibits and Item 12.
Results of Operations and Financial Condition.
14
SIGNATURES
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 thereunto duly authorized.
Valpey-Fisher Corporation
Date: November 5, 2004 By /s/ Michael J. Ferrantino
----------------------------
Michael J. Ferrantino,
President and Chief Executive Officer
Date: November 5, 2004 By /s/ Michael J. Kroll
-----------------------
Michael J. Kroll
Vice President, Treasurer and Chief
Financial Officer
15