SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] 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: 001-10382
VALLEY FORGE SCIENTIFIC CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2131580
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
136 Green Tree Road, Oaks, Pennsylvania 19456
(Address of principal executive offices and zip code)
Telephone: (610) 666-7500
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 _____
At August 13, 1997 there were 8,229,384 shares outstanding of the Registrant's
no par value Common Stock.
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Balance Sheets
June 30, September 30,
1997 1996
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 396,475 $ 162,761
Accounts receivable - trade (net) 745,069 871,648
Inventory 1,570,001 1,687,797
Prepaid items and other current assets 79,171 87,258
Recoverable income taxes - 12,889
Current portion of deferred income tax benefit 196,487 165,149
--------- ---------
Total Current Assets 2,987,203 2,987,502
Property, Plant and Equipment 273,665 303,414
Intangible Assets 854,990 922,670
Other Assets 4,422 4,372
--------- ---------
Total Assets $4,120,280 $4,217,958
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 137,430 $ 164,595
Income taxes payable - -
--------- ---------
Total Current Liabilities 137,430 164,595
--------- ---------
Deferred Income Taxes Payable 4,736 4,736
--------- ---------
Total Liabilities 142,166 169,331
--------- ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par, 10,000,000 shares
authorized, 8,229,384 shares issued and
outstanding at June 30, 1997 and
September 30, 1996) 4,051,698 4,051,698
Retained earnings (deficit) (73,584) (3,071)
--------- ---------
Total Stockholders' Equity 3,978,114 4,048,627
--------- ---------
Total Liabilities and Stockholders' Equity $4,120,280 $4,217,958
========= =========
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
Net Sales $ 1,163,516 $ 1,038,991 $ 2,838,885 $ 2,426,954
Cost of Sales 558,289 505,583 1,447,454 1,196,329
--------- --------- --------- ---------
Gross Profit 605,227 533,408 1,391,431 1,230,625
--------- --------- --------- ---------
Other Costs:
Selling, general and
administrative 412,727 370,747 1,204,485 1,115,675
Research and development 66,023 27,935 226,127 74,413
Amortization 22,555 22,555 67,680 67,666
--------- --------- --------- ---------
Total Other Costs 501,305 421,237 1,498,292 1,257,754
--------- --------- --------- ---------
Income (loss) from
Operations 103,922 112,171 (106,861) (27,129)
Other Income:
Interest income 1,827 2,603 3,437 10,786
--------- --------- --------- ---------
Income (Loss) before
Income Taxes 105,749 114,774 (103,424) (16,343)
Provision for (Benefit of)
Income Taxes 45,687 41,351 (32,911) 13,002
--------- --------- --------- ---------
Net Income (Loss) $ 60,062 $ 73,423 $ (70,513) $ (29,345)
========= ========= ========= =========
Earnings (Loss) Per Share:
Primary earnings (loss)
per share of common
stock $ .01 $ .01 $ (.01) $ .00
========= ========= ========= =========
Fully diluted earnings
(loss) per share $ .01 $ .01 $ (.01) $ .00
========= ========= ========= =========
Primary common shares
outstanding 8,355,887 8,276,035 8,324,937 8,255,631
Fully diluted common
shares outstanding 8,324,937 8,304,024 8,366,144 8,255,631
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Cash Flows
For the Nine Months Ended June 30,
1997 1996
Cash Flows from Operating Activities:
Net income (loss) $(70,513) $ (29,345)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 106,009 106,524
Changes in assets and liabilities, net of
effect from:
Decrease in accounts receivable 126,579 16,397
Decrease (increase) in inventory 117,796 (412,663)
Decrease in prepaid items and other
current assets 8,037 125,903
Decrease in recoverable income taxes 12,889 -
Decrease (increase) in deferred income
tax benefit (31,338) 13,091
Increase (decrease) in accounts payable and
accrued expenses (27,165) 100,322
--------- ---------
Net cash provided by (used in)
operating activities 242,294 (79,771)
--------- ---------
Cash Flows from Investing Activities:
Increase in intangible assets - (14,508)
Purchase of property, plant and equipment (8,580) (11,395)
--------- ---------
Net cash used in investing activities (8,580) (25,903)
--------- ---------
Cash Flows from Financing Activities:
Increase in notes payable - 4,322
Principal payments on notes payable - (115,000)
--------- ---------
Net cash used in financing activities - (110,678)
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 233,714 (216,352)
Cash and Cash Equivalents, beginning of period 162,761 515,234
--------- ---------
Cash and Cash Equivalents, end of period $ 396,475 $ 298,882
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income tax expense $ - $ -
========= =========
Interest expense $ - $ -
========= =========
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Notes to Financial Statements
June 30, 1997 and 1996
1. Valley Forge Scientific Corp. ("VFSC") is engaged in the business of
developing, manufacturing and selling medical devices and products.
On August 18, 1994, VFSC formed a wholly-owned subsidiary, Diversified
Electronics Company, Inc. ("DEC"), a Pennsylvania corporation, in order
to continue the operations of Diversified Electronic Corporation, a
company which was merged with and into VFSC on August 31, 1994.
Collectively, VFSC and DEC are referred to herein as the "Company".
2. The September 30, 1996 balance sheet date was derived from audited
financial statements but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management,
the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position
as of June 30, 1997 and the statements of operations for the three and
nine months ended June 30, 1997 and 1996 and the statements of cash flows
for the nine months ended June 30, 1997 and 1996.
The statements of operations for the three and nine months ended
June 30, 1997 and 1996 are not necessarily indicative of results
for the full year.
While the Company believes that the disclosures presented are adequate
to make the information not misleading, these financial statements should
be read in conjunction with the financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996.
3. Earnings per share are based on the weighted average number of common
shares outstanding including common stock equivalents.
VALLEY FORGE SCIENTIFIC CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Results of Operations for the Three and Nine Months Ended June
30, 1997 Compared to the Three and Nine Months Ended June 30, 1996.
Sales of $1,163,516 for the three months ended June 30, 1997 were
12% greater than sales of $1,038,991 for the three months ended June 30,
1996, while sales of $2,838,885 for the nine months ended June 30, 1997
were 17% greater than sales of $2,426,954 for the nine months ended June
30, 1996. Sales to Johnson & Johnson Professional, Inc. ("J&J") were at
higher levels in the third quarter of 1997 as a result of increased worldwide
marketing by J&J and sales of new generators developed by the Company.
Gross profit was $605,227 and $1,391,431 for the three and nine
months ended June 30, 1997 as compared to gross profit of $533,408 and
$1,230,625 for the corresponding periods in 1996. Selling, general and
administrative expenses for the three and nine months ended June 30, 1997
increased by 11.3% and 8.0%, respectively, from the corresponding periods
in 1996.
An increase in research and development expenses that
commenced in the first quarter of 1997 continued through the third quarter.
The increase in research and development expenses impacted earnings
(loss) for the three and nine months ended June 30, 1997. For the three
months ended June 30, 1997, research and development expenses increased
by 136% to $66,023 and for the nine months ended June 30, 1997 they
increased by 204% to $226,127. The Company's research and development
included the further development and refinement of generators and
instrumentation in preparation for their introduction into the OBGYN
market and other markets.
In the third quarter of fiscal 1997, the Company extended its
Supply and Distribution Agreement with Boston Scientific Corporation
until March 2002. Commencing in the summer of 1997, Boston Scientific
Corporation must make monthly minimum purchases of the new Mini-SymmetryTM
generator for the United State market (and additional
minimum purchases following certain foreign regulatory approvals) for the
term of the agreement in addition to monthly minimum purchases of the
SymmetryTM generator for seven months in order to maintain exclusivity
in the field of Gastroenterology and Endoscopy.
The Company had income from operations of $103,922 for the
three months ended June 30, 1997 and a loss from operations of $106,861
for the nine months ended June 30, 1997, as compared to income from
operations of $112,171 and loss from operations of $27,129, respectively,
for the corresponding periods in 1996. The Company made a provision for
income taxes of $45,687 for the three months ended June 30, 1997 and
received a benefit for income tax of $32,911 for the nine months ended
June 30, 1997 as compared to making a provision for income taxes of
$41,351 and $13,002, respectively, for the corresponding periods in 1996.
As a result of the foregoing, the Company had net income of
$60,062, or $.01 per share, for the three months ended June 30, 1997, and
a net loss of $70,513, or $.01 per share, for the nine months ended June 30,
1997, as compared to a net income of $73,423, or $.01 per share, and a net
loss of $29,345, or $.00 per share, for the corresponding periods in 1996.
Liquidity and Capital Resources
The primary measures of the Company's liquidity are cash
balances (including short-term investments), accounts receivable and
inventory balances, as well as its borrowing ability. During the nine
months ended June 30, 1997, the Company's working capital increased by
$26,866 to $2,849,773.
The Company provided cash flow of $242,294 from operating
activities for the first nine months of fiscal 1997 principally from the
Company's net loss as adjusted for the depreciation and amortization of
$35,496, a decrease in accounts receivable of $126,579, and a decrease in
inventory of $117,796 less an increase in deferred income tax benefit of
$31,338 and a decrease in accounts payable and accrued expense of
$27,165. The decrease in the Company's inventory for the first nine
months of fiscal 1997 reflects the Company's increased sales for the third
quarter and the first nine months of 1997. Investing activities for the first
nine months of fiscal 1997 used a total of $8,580 for the purchase of
equipment.
As a result of the foregoing, cash increased by $233,714 in the first
nine months of fiscal 1997, leaving a balance of $396,475 in the
Company's cash and cash equivalents at June 30, 1997. The Company's
retained deficit increased to $73,584 at June 30, 1997 from $3,071 at
September 30, 1996 as a result of the net loss for the first nine months of
1997.
The Company has no long-term debt. The Company believes it has
available all funds needed for operations, research and development and
capital expenditures as they may arise in the future. However, should it be
necessary, the Company believes it could borrow adequate funds at
competitive rates and terms.
VALLEY FORGE SCIENTIFIC CORP.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holding
(a) The Company's Annual Meeting for Shareholders was held
on June 25, 1997.
(b) The following directors were elected for a one year term
until their successors are duly elected and qualified:
Jerry L. Malis
Thomas J. Gilloway
Leonard I. Malis
Bruce L. Murray
Bernard H. Shuman
Robert H. Dick
(c) The only matter voted upon at the Annual Meeting was the
election of directors. The following is a summary of the
vote tabulation: Jerry L. Malis, For: 7,756,747 (99.6%),
Withheld: 28,090, Abstentions: 0; Thomas J. Gilloway,
For 7,756,747 (99.6%), Withheld: 28,090, Abstentions: 0;
Leonard I. Malis, For: 7,756,747 (99.6%), Withheld:
28,090, Abstentions: 0; Bruce A. Murray, For: 7,756,747
(99.6%), Withheld: 28,090, Abstentions: 0; Bernard H.
Shuman, For: 7,756,747 (99.6%), Withheld: 28,090,
Abstentions: 0; Robert H. Dick, For: 7,756,747 (99.6%),
Withheld: 28,090; Abstentions: 0.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during
the quarter ended June 30, 1997.
VALLEY FORGE SCIENTIFIC CORP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VALLEY FORGE SCIENTIFIC CORP.
Date: August 13, 1997 By: /s/ Jerry L. Malis
Jerry L. Malis, President
(principal financial officer)
Date: August 13, 1997 By: /s/ Thomas J. Gilloway
Thomas J. Gilloway
Executive Vice President