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 March 31, 1998
[ ] 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 May 11, 1998 there were 8,229,384 shares outstanding of the Registrant's
no par value Common Stock.
VALLEY FORGE SCIENTIFIC CORP.
INDEX TO FORM 10-Q
March 31, 1998
Page
Number
Part I - Financial Information
Item 1. Financial Statements:
Balance Sheets - March 31, 1998 and September 30, 1997. 1
Statements of Operations for the three and six months
ended March 31, 1998 and March 31, 1997. 2
Statements of Cash Flows for the six months
ended March 31, 1998 and March 31, 1997. 3
Notes to Financial Statements. 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 5
Part II - Other Information 7
<PAGE 1>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Balance Sheets
March 31, September 30,
1998 1997
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 683,384 $ 632,904
Accounts receivable - trade (net) 844,063 856,900
Inventory 1,379,390 1,410,527
Prepaid items and other current assets 99,241 91,393
Recoverable income taxes 31,293 8,352
Current portion of deferred income tax benefit 155,087 139,180
--------- ---------
Total Current Assets 2,993,077 2,987,502
Property, Plant and Equipment, net of
Accumulated Depreciation 250,071 267,612
Intangible Assets, net of Accumulated Amortization 797,618 842,730
Other Assets 4,472 4,472
--------- ---------
Total Assets $4,244,619 $4,254,070
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 278,813 $187,817
--------- ---------
Total Current Liabilities 278,813 187,817
--------- ---------
Deferred Income Taxes Payable 5,546 11,093
--------- ---------
Total Liabilities 284,359 198,910
--------- ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par, 10,000,000 shares
authorized, 8,229,384 shares issued and
outstanding at March 31, 1998 and
September 30, 1997) 4,051,698 4,051,698
Retained earnings (deficit) (91,438) 3,462
--------- ---------
Total Stockholders' Equity 3,960,260 4,055,160
--------- ---------
Total Liabilities and Stockholders' Equity $4,244,619 $4,254,070
========= =========
<PAGE 2>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
---------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
Net Sales $ 848,083 $1,204,683 $1,684,530 $1,675,369
Cost of Sales 449,113 579,034 893,746 889,165
--------- --------- --------- ---------
Gross Profit 398,970 625,649 790,784 786,204
--------- --------- --------- ---------
Other Costs:
Selling, general and
administrative 359,622 415,675 741,820 791,758
Research and development 69,893 74,604 156,833 160,104
Amortization 22,556 22,556 45,111 45,125
--------- --------- --------- ---------
Total Other Costs 452,071 512,835 943,564 996,987
--------- --------- --------- ---------
Income (Loss) from Operations (53,101) 112,814 (152,780) (210,783)
Other Income:
Interest income 6,081 922 13,483 1,610
--------- --------- --------- ---------
Income (Loss) before
Income Taxes (47,020) 113,736 (139,297) (209,173)
Provision for (Benefit of)
Income Taxes (13,091) 48,749 (44,397) (78,598)
--------- --------- --------- ---------
Net Income (Loss) $ (33,929) $ 64,987 $ (94,900) $(130,575)
========= ========= ========= =========
Earnings (Loss) Per Share:
Earnings (loss) per
common share $ (.00) $ .01 $ (.01) $ (.02)
========= ========= ========= =========
Earnings (loss) per
common share - assuming
dilution $ (.00) $ .01 $ (.01) $ (.02)
========= ========= ========= =========
Common shares outstanding 8,229,384 8,229,384 8,229,384 8,229,384
Common shares outstanding -
assuming dilution 8,229,384 8,307,284 8,229,384 8,229,384
<PAGE 3>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Cash Flows
For the Six Months Ended March 31,
1998 1997
Cash Flows from Operating Activities:
Net loss $ (94,900) $(130,575)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 68,506 71,993
Changes in assets and liabilities, net of
effect from:
Decrease (increase) in accounts receivable 12,837 (30,789)
Decrease in inventory 31,137 73,773
Increase in recoverable income taxes (22,941) (18,284)
Increase in deferred income tax benefit (15,907) (45,854)
Increase in prepaid items and other
current assets (7,848) (6,796)
Increase in accounts payable and accrued
expenses 90,996 73,237
Decrease in deferred income taxes payable (5,547) -
--------- ---------
Net cash provided by (used in) operating
activities 56,333 (13,295)
--------- ---------
Cash Flows from Investing Activities:
Purchase of property, plant and equipment (5,853) (8,580)
--------- ---------
Net cash used in investing activities (5,853) (8,580)
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 50,480 (21,875)
Cash and Cash Equivalents, beginning of period 632,904 162,761
--------- ---------
Cash and Cash Equivalents, end of period $ 683,384 $ 140,886
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes $ - $ -
========= =========
Interest $ - $ -
========= =========
<PAGE 4>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Notes to Financial Statements
March 31, 1998 and 1997
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. In
January 1993, VFSC formed a wholly-owned subsidiary, Valley Consumer
Products, Inc. ("VCP") to market specific product lines. During 1996,
VCP commenced initial operations and began marketing the CPR mask system
developed by VFSC. Collectively, VFSC, DEC and VCP are referred to
herein as the "Company". The accompanying financial statements
consolidate the accounts of the parent company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.
2. The September 30, 1997 balance sheet data 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 March 31, 1998
and the statements of operations for the three and six months ended
March 31, 1998 and 1997 and the statements of cash flows for the six
months ended March 31, 1998 and 1997.
The statements of operations for the three and six months ended March
31, 1998 and 1997 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, 1997.
3. Earnings (loss) per share are based on the weighted average number of
common shares outstanding. Earnings (loss) per share - assuming dilution
are based on the weighted average number of common shares outstanding
including common stock equivalents if dilutive.
<PAGE 5>
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 Six Months Ended March 31, 1998
Compared to the Three and Six Months Ended March 31, 1997.
Second quarter sales of $848,083 were down 30% compared to sales of
$1,204,683 for the 1997 quarter. Six month sales of $1,684,530 were up
slightly compared to sales of $1,675,369 for the same period in 1997. Sales
were impacted by lower sales volume.
In the second quarter of fiscal 1998, the Company commenced shipments
of disposable instruments for use in the fields of gynecology and plastic and
reconstructive surgery pursuant to existing distribution agreements. These
initial sales, however, did have not a significant impact on the sales for
the second quarter of fiscal 1998.
Gross profit totaled $398,970 and $790,784 for the quarter and six months
ended March 31, 1998 compared to gross profit of $625,649 and $786,204 for
the corresponding periods in 1997. The Company's gross profit percentage was
47% for the quarter and six months ended March 31, 1998 as compared to 52%
and 47% for the corresponding periods in 1997. Variations were principally
due to product mix.
Selling, general and administrative expenses for the quarter and six months
ended March 31, 1998 decreased by 13% and 6%, respectively, from the
corresponding periods in 1997.
The Company continued its commitment to research and development in the
second quarter. For the quarter and six months ended March 31, 1998, research
and development expenses were $69,893 and $156,833, respectively, representing
a slight decrease from the research and development expenditures of $74,604 and
$160,104 for the comparable periods in 1997. The research and development
expenses reflect the Company's efforts in developing additional disposable
instrumentation and accessory products for its bipolar generators as well as
refining bipolar generators for laparoscopic and arthroscopic surgery markets.
As a result of the foregoing, the Company had a loss from operations of
$53,101 and $152,780, respectively, for the quarter and six months ended
March 31, 1998, as compared to income from operations of $112,814 for the
quarter ended March 31, 1997 and a loss of $210,783 for the six months ended
March 31, 1997. The Company had a benefit of income taxes of $13,091 and
$44,397, respectively, for the quarter and six months ended March 31, 1998,
compared to a provision for income taxes of $48,749 for the quarter ended
March 31, 1997 and a benefit of income taxes of $78,598 for the six months
ended March 31, 1997.
<PAGE 6>
Net loss totaled $33,929, or $(.00) per share, for the quarter and
$94,900, or $(.01) per share, for the six months ended March 31, 1998
compared to net income of $64,987, or $.01 per share, for the quarter
ended March 31, 1997 and a net loss of $130,575, or $(.02) per share, for
the six months ended March 31, 1997.
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 six months ended March 31, 1998,
the Company's working capital decreased by $85,421 to $2,714,264.
The Company provided $56,333 from operating activities for the first
six months of fiscal 1998 principally due to an increase in accounts payable
and accrued expenses of $90,996, and decreases in inventory and accounts
receivable of $31,137 and $12,837, respectively. This was offset by the
Company's net loss for the six months. Investing activities for the first
six months of fiscal 1998 used a total of $5,853 for the purchase of equipment.
For the first six months of 1998 cash increased by $50,480, resulting in
a balance of $683,384 in the Company's cash and cash equivalents at March
31, 1998. The Company's retained deficit increased to $91,438 at March 31,
1998 from retained earnings of $3,462 at September 30, 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.
Forward Looking Statements
Statements in this Quarterly Report on Form 10-Q which express that the
Company "believes", "anticipates", or "plans to...", as well as other
statements which are not historical fact, are forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Actual events may differ materially as a result of risks and uncertainties,
including in particular, those described in Item 5 of Part II.
<PAGE 7>
VALLEY FORGE SCIENTIFIC CORP.
PART II. OTHER INFORMATION
Item 5 Other Information
Competition and Risk of Obsolescence from Technological Advances
The markets in which the Company's products compete are characterized
by continuing technical innovation and competition. Some surgical procedures
which utilize the Company's products could potentially be replaced or reduced
in importance by alternative medical procedures or new drugs which may adversely
affect the Company's business.
Government Regulation
The process of obtaining and maintaining required regulatory
approvals is lengthy, expensive and uncertain. Although the Company has not
experienced any substantial regulatory delays to date, there is no assurance
that delays will not occur in the future, which could have a significant
adverse effect on the Company's ability to introduce new products on a timely
basis. Regulatory agencies periodically inspect the Company's manufacturing
facilities to ascertain compliance with "good manufacturing practices" and can
subject approved products to additional testing and surveillance programs.
Failure to comply with applicable regulatory requirements can, among other
things, result in fines, suspensions of regulatory approvals, product recalls,
operating restrictions and criminal penalties. While the Company believes
they are currently in compliance, if the Company fails to comply with
regulatory requirements, it could have an adverse effect on the Company's
results of operations and financial condition.
Uncertainties within the Health Care Markets
Political, economic and regulatory influences are subjecting the
health care industry in the United States to rapid, continuing and fundamental
change. Although Congress has not passed comprehensive health care reform
legislation to date, it is believed that Congress, state legislatures and the
private sector will continue to review and assess alternative health care
delivery and payment systems. Responding to increased costs and to pressure
from the government and from insurance companies to reduce patient charges,
health care providers have demanded, and in many cases received, reduced
prices on medical devices. These customers are expected to continue to demand
lower prices in the future. The Company cannot predict what impact the adoption
of any federal or state health care reform measures, private sector reform or
market forces may have on its business. However, pricing pressure is expected
to continue to adversely affect profit margins.
Product Liability Risk
The Company's products involve a risk of product liability. Although
the Company maintains product liability insurance at coverage levels which it
believes are adequate, there is no assurance that, if the Company were to incur
substantial liability for product liability claims, insurance would provide
adequate coverage against such liability.
<PAGE 8>
Product Acceptance and New Products
The Company's growth depends in part on the acceptance of its
products in the marketplace, the market penetration achieved by the companies
which the Company has contracted to distribute its products, and its ability
to introduce new and innovative products that meet the needs of medical
professionals. There can be no assurance that the Company will be able
to continue to introduce new and innovative products or that the products
the Company introduces, or has introduced, will be widely accepted by the
marketplace, or that companies which the Company has contracted to
distribute its products will achieve market penetration in the marketplace.
The failure of the Company to continue to introduce new products or gain
wide spread acceptance of its products could adversely affect the Company's
operations.
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 March 31, 1998.
<PAGE 9>
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: May 13, 1998 By: /s/ Jerry L. Malis
-------------------
Jerry L.Malis, President
(principal financial officer)
Date: May 13, 1998 By: /s/ Thomas J. Gilloway
----------------------
Thomas J. Gilloway
Executive Vice President