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, 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 August 10, 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
June 30, 1998
Page
Number
Part I - Financial Information
Item 1. Financial Statements:
Balance Sheets - June 30, 1998 and September 30, 1997. 1
Statements of Operations for the three and nine months
ended June 30, 1998 and June 30, 1997. 2
Statements of Cash Flows for the nine months
ended June 30, 1998 and June 30, 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
June 30, September 30,
1998 1997
----------- -----------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 562,757 $ 632,904
Accounts receivable - trade (net) 1,049,562 856,900
Inventory 1,302,243 1,410,527
Prepaid items and other current assets 74,166 91,393
Recoverable income taxes 24,061 8,352
Current portion of deferred income
tax benefit 161,877 139,180
--------- ---------
Total Current Assets 3,174,666 3,139,256
Property, Plant and Equipment, net of
Accumulated Depreciation 239,822 267,612
Intangible Assets, net of
Accumulated Amortization 775,063 842,730
Other Assets 4,472 4,472
---------- ---------
Total Assets $4,194,023 $4,254,070
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 220,833 $ 187,817
---------- ----------
Total Current Liabilities 220,833 187,817
---------- ----------
Deferred Income Taxes Payable 8,319 11,093
---------- ----------
Total Liabilities 229,152 198,910
---------- ----------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par, 10,000,000 shares
authorized, 8,229,384 shares issued and
outstanding at June 30, 1998 and
September 30, 1997) 4,051,698 4,051,698
Retained earnings (deficit) (86,827) 3,462
--------- ---------
Total Stockholders' Equity 3,964,871 4,055,160
--------- ---------
Total Liabilities and
Stockholders' Equity $4,194,023 $4,254,070
========= =========
<PAGE 2>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------------ ----------------------
1998 1997 1998 1997
---- ---- ---- ----
Net Sales $1,122,371 $1,163,516 $2,806,901 $2,838,885
Cost of Sales 602,954 558,289 1,496,700 1,447,454
--------- --------- --------- ---------
Gross Profit 519,417 605,227 1,310,201 1,391,431
--------- --------- --------- ---------
Other Costs:
Selling, general and
administrative 423,001 412,727 1,164,618 1,204,485
Research and development 72,471 66,023 229,304 226,127
Amortization 22,555 22,555 67,666 67,680
--------- --------- --------- ---------
Total Other Costs 518,027 501,305 1,461,588 1,498,292
--------- --------- --------- ---------
Income (Loss) from Operations 1,390 103,922 (151,387) (106,861)
Other Income:
Interest income 6,436 1,827 19,919 3,437
--------- --------- --------- ---------
Income (Loss) before
Income Taxes 7,826 105,749 (131,468) (103,424)
Provision for (Benefit of)
Income Taxes 3,218 45,687 (41,179) (32,911)
--------- --------- -------- ---------
Net Income (Loss) $ 4,608 $ 60,062 $ (90,289) $ (70,513)
========= ========= ======== ========
Earnings (Loss) Per Share:
Earnings (loss) per
common share $ .00 $ .01 $ (.01) $ (.01)
========= ========= ========= ========
Earnings (loss) per common
share - assuming dilution $ .00 $ .01 $ (.01) $ (.01)
========= ========= ========= ========
Common shares outstanding 8,229,384 8,229,384 8,229,384 8,229,384
Common shares outstanding -
assuming dilution 8,229,384 8,229,384 8,229,384 8,229,384
<PAGE 3>
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
Statements of Cash Flows
For the Nine Months Ended June 30,
1998 1997
---- ----
Cash Flows from Operating Activities:
Net loss $ (90,289) $ (70,513)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 101,310 106,009
Changes in assets and liabilities, net of
effect from:
Decrease (increase) in accounts receivable (192,662) 126,579
Decrease in inventory 108,284 117,796
Decrease (increase) in recoverable income taxes (15,709) 12,889
Increase in deferred income tax benefit (22,697) (31,338)
Decrease in prepaid items and other
current assets 17,227 8,037
Increase (decrease) in accounts payable and
accrued expenses 33,016 (27,165)
Decrease in deferred income taxes payable (2,774) -
------- --------
Net cash provided by (used in) operating
activities (64,294) 242,294
------- --------
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 (70,147) 233,714
Cash and Cash Equivalents, beginning of period 632,904 162,761
------- -------
Cash and Cash Equivalents, end of period $ 562,757 $ 396,475
======= =======
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
June 30, 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 June 30, 1998 and
the statements of operations for the three and nine months ended June 30,
1998 and 1997 and the statements of cash flows for the nine months
ended June 30, 1998 and 1997.
The statements of operations for the three and nine months ended June 30,
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 Nine Months Ended
June 30, 1998 Compared to the Three and Nine Months Ended June
30, 1997.
Third quarter sales of $1,122,371 were down 3% compared to
sales of $1,163,516 for the 1997 quarter. Nine month sales of
$2,806,901 were down slightly compared to sales of $2,838,885 for
the same period in 1997.
In the third quarter of fiscal 1998, the Company continued its
initial shipments of disposable instruments and began shipments of
generators for use in the fields of gynecology and plastic and
reconstructive surgery pursuant to existing distribution agreements.
Gross profit totaled $519,417 and $1,310,201 for the quarter
and nine months ended June 30, 1998 compared to gross profit of
$605,227 and $1,391,431 for the corresponding periods in 1997. The
Company's gross profit as a percent of sales was 46% for the quarter
and nine months ended June 30, 1998 as compared to 52% and 49%,
respectively, for the corresponding periods in 1997. Variations were
principally due to product mix.
Selling, general, and administrative expenses increased
slightly for the third quarter of 1998, while they decreased slightly for
the first nine months of 1998 as compared to corresponding periods
in 1997.
For the quarter and nine months ended June 30, 1998,
research and development expenses were $72,471 and $229,304,
respectively, representing a slight increase from the research and
development expenditures of $66,023 and $226,127 for the
comparable periods in 1997. The research and development expenses
reflect the Company's continued 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 income from
operations of $1,390 for the quarter and a loss of $151,387 for the
nine months ended June 30, 1998, as compared to income from
operations of $103,922 for the quarter ended June 30, 1997 and a loss
of $106,861 for the nine months ended June 30, 1997. The Company
had a provision for income taxes of $3,218 for the quarter and a
benefit of income taxes of $41,179 for the nine months ended June
30, 1998, compared to a provision for income taxes of $45,687 for the
quarter ended June 30, 1997 and a benefit of income taxes of $32,911
for the nine months ended June 30, 1997.
<PAGE 6>
Net income was $4,608, or $.00 per share, for the quarter and
the net loss was $90,289, or $(.01) per share, for the nine months
ended June 30, 1998 compared to net income of $60,062, or $.01
per share, for the quarter ended June 30, 1997 and a net loss of
$70,513, or $(.01) per share, for the nine months ended June 30,
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 nine
months ended June 30, 1998, the Company's working capital
increased by $2,394 to $2,953,833.
The Company used $64,294 from operating activities for the
first nine months of fiscal 1998 principally due to an increase in
accounts receivable of $192,662 and the Company's net loss for the
nine months, which was offset by a decrease in inventory of $108,284
and an increase in accounts payable and accrued expenses of $33,016.
Investing activities for the first nine months of fiscal 1998 used a total
of $5,853 for the purchase of equipment.
For the first nine months of 1998 cash decreased by $70,147,
resulting in a balance of $562,757 in the Company's cash and cash
equivalents at June 30, 1998. The Company's retained deficit was
$86,827 at June 30, 1998 as compared to 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.
Year 2000 Compliance
The Company has conducted an evaluation of its internal
management information system and software relating to year 2000
compliance issues. In addition, the Company's Manufacturing and
Research and Development staffs have evaluated manufacturing
processes and manufactured products and are evaluating secondary
compliance issues with vendors related to the year 2000.
At the present time, the Company has not identified any
compliance issues that can not be resolved within the required time
frames or will have a material impact on the Company's business or
financial results.
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 or results 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 4 Submission of Matters to a Vote of Security Holding
(a) The Company's Annual Meeting for Shareholders was held
on June 23, 1998.
(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: 7,598,057 (92.3%),
Withheld:126,200, Abstentions: 0; Thomas J. Gilloway,
For: 7,598,057 (92.3%), Withheld:126,200, Abstentions: 0;
Leonard I. Malis, For: 7,598,057 (92.3%), Withheld:126,200,
Abstentions: 0; Bruce A. Murray, For: 7,598,057 (92.3%),
Withheld:126,200, Abstentions: 0; Bernard H. Shuman,
For: 7,598,057 (92.3%), Withheld:126,200, Abstentions: 0;
Robert H. Dick, For: 7,598,057 (92.3%), Withheld 126,200,
Abstentions: 0.
Item 5 Other Information
Additional Cautionary Statements
Competition and Risk of Obsolescence from Technological Advances
The markets in which the Company's products compete are characterized
by continuing technical innovation and increasing 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.
<PAGE 8>
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 regulatoryrequirements 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.
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 would
adversely affect the Company's operations.
<PAGE 9>
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, 1998.
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 12, 1998 By: /s/ Jerry L. Malis
--------------------
Jerry L. Malis, President
(principal financial officer)
Date: August 12, 1998 By: /s/ Thomas J. Gilloway
----------------------
Thomas J. Gilloway