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 December 31,2000
[ ] 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 February 9, 2001 there were 8,067,812 shares outstanding of the Registrant's
no par value Common Stock.
VALLEY FORGE SCIENTIFIC CORP.
INDEX TO FORM 10-Q
December 31, 2000
Page
Number
Part I - Financial Information
Item 1. Financial Statements:
Balance Sheets - December 31, 2000 and September 30, 2000. 1
Statements of Operations for the three months
ended December 31, 2000 and December 31, 1999. 2
Statements of Cash Flows for the three months
ended December 31, 2000 and December 31, 1999. 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 10
(i)
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
BALANCE SHEETS
December 31, September 30,
2000 2000
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 741,885 $ 965,240
Accounts receivable, net 663,664 627,255
Inventory 1,320,925 1,177,847
Prepaid items and other
current assets 178,596 114,042
Deferred income tax asset 199,581 209,314
--------- ---------
Total Current Assets 3,104,651 3,093,698
Property, Plant and Equipment, Net 161,718 168,535
Intangible Assets, Net 562,052 582,200
Other Assets 6,502 7,646
--------- ---------
$ 3,834,923 $ 3,852,079
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expense $ 258,931 $ 182,185
--------- ---------
Total Current Liabilities 258,931 182,185
Deferred Income Tax Payable 19,653 20,661
--------- ---------
Total Liabilities 278,584 202,846
--------- ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par, 20,000,000 shares
authorized, 8,067,812 shares issued and
Outstanding at December 31, 2000 and
8,151,862 at September 30, 2000) 3,748,724 3,859,430
Retained earnings (192,385) (210,197)
--------- ---------
Total Stockholders' Equity 3,556,339 3,649,233
--------- ---------
$ 3,834,923 $ 3,852,079
========= =========
[1]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended
December 31,
2000 1999
Net Sales $ 1,065,106 $ 1,107,613
Cost of Sales 570,735 580,894
Gross Profit 494,371 526,719
Other Costs:
Selling, general and administrative 377,772 412,023
Research and development 78,087 67,132
Amortization 27,094 20,148
--------- ---------
Total Other Costs 482,953 499,303
--------- ---------
Income from Operations 11,418 27,416
Other Income 15,119 10,585
--------- ---------
Income before Income Taxes 26,537 38,001
Provision for Income Taxes 8,725 16,600
--------- ---------
Net Income $ 17,812 $ 21,401
========= =========
Earnings per Share:
Basic earnings per common share $ .00 $ .00
==== ====
Diluted earnings per common share $ .00 $ .00
==== ====
Basic common shares outstanding 8,123,667 8,216,570
Diluted common shares outstanding 8,149,621 8,367,739
[2]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
December 31,
2000 1999
Cash Flows from Operating Activities:
Net income $ 17,812 $ 21,401
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 29,498 28,743
Changes in assets and liabilities, net of
effect from:
Increase in accounts receivable (36,409) (460,802)
Increase in inventory (143,078) (28,285)
Decrease in deferred income tax
tax asset 9,733 16,600
Increase in prepaid items and other
current assets (64,554) (55,417)
Decrease in other assets 1,144 -
Increase in accounts payable and
Accrued expenses 76,746 46,386
Decrease in deferred income tax payable (1,008) -
- - ------- --------
Net cash used in operating expenses (110,116) (431,374)
------- -------
Cash Flows from Investing Activities:
Purchase of property, plant and equipment (2,533) -
- - ------- -------
Net cash used in investing activities (2,533) -
------- -------
Cash Flows from Financing Activities:
Repurchase of common stock (110,706) (14,512)
------- ------
Net cash used in financing activities (110,706) (14,512)
------- -------
Net Decrease in Cash and Cash Equivalents (223,355) (445,886)
Cash and Cash Equivalents - beginning of period 965,240 1,158,462
------- ---------
Cash and Cash Equivalents - end of period $ 741,885 $ 712,576
======= =======
[3]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1
Valley Forge Scientific Corp. ("VFSC") is engaged in the business of
developing, manufacturing and selling medical devices and products. 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.
NOTE 2
The September 30, 2000 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 December 31, 2000 and the statements of
operations for the three months ended December 31, 2000 and 1999 and the
statements of cash flows for the three months ended December 31, 2000 and 1999.
The statements of operations for the three months ended December 31, 2000 and
1999 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, 2000.
NOTE 3
Earnings per share are based on the weighted average number of common shares
outstanding including common stock equivalents.
[4]
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 Months Ended December 31, 2000 Compared
to the Three Months Ended December 31, 1999.
Revenues
Sales of $1,065,106 for the three months ended December 31, 2000 were 4%
less than sales of $1,107,613 for the three months ended December 31, 1999.
Codman & Shurtleff, Inc. ("Codman"), which distributes our products in the
field of neurosurgery, accounted for approximately 78% of sales for the quarter
ended December 31, 2000, and Bident International, L.L.C, which distributes our
products in the dental market, accounted for approximately 17% of sales.
On December 11, 2000, we entered into a new distribution agreement with
Codman under which Codman was granted the exclusive worldwide right to sell our
bipolar electrosurgical generators, instruments and certain other products in
the field of neurocranial and neurospinal surgery through December 31, 2003, in
exchange for Codman making minimum purchases of $4,000,000 per calendar year,
as may be adjusted by mutual agreement of the parties.
For the three months ended December 31, 2000, bipolar electrosurgical
systems and irrigation systems accounted for approximately 45% of our sales,
disposable cord/tubing sets and bipolar cords accounted for approximately 36%
of our sales, and disposable instrumentation accounted for approximately 14% of
our sales. For the three months ended December 31, 1999, bipolar
electrosurgical systems and irrigation systems accounted for approximately 73%
of our sales, disposable cord/tubing sets and bipolar cords accounted for
approximately 25% of our sales and disposable instrumentation accounted for
approximately 3% of our sales.
Sales also reflected the first sales of Gentle Gel(TM), a dental preparation
used for healing and lessening post surgical discomfort. This product is being
marketed by Bident International, L.L.C.
Cost of Sales
Cost of sales for the three months ended December 31, 2000 were $570,735,
which was 2% less than the cost of sales for the three months ended December
31, 1999. Gross profit was $494,371, or 46% of sales, for the three months
ended December 31, 2000, as compared to gross profit of $526,719, or 48% of
sales, for the three months ended December 31, 1999. Changes in cost of sales
and gross profit margin were principally due to changes in product mix.
[5]
Operating Expenses
Selling, general and administrative expenses decreased by 8% to $377,772 for
the three months ended December 31, 2000 from $412,023 for the three months
ended December 31, 1999.
Research and development expenses increased by 16% to $78,087 for the three
months, ended December 31, 2000. The increase in research and development
reflects our continued commitment to develop new applications for our bipolar
electrosurgical technology.
Operating Income/Income Tax Provision
We had income from operations of $11,418 for the three months ended December
31, 2000 as compared to income from operations of $27,416 for the three months
ended December 31, 1999. We had interest and other income of $15,119 for the
three months ended December 31, 2000, as compared to $10,585 for the three
months ended December 31, 1999. The provision for income taxes was $8,725 for
the three months ended December 31, 2000 as compared to $16,600 for the three
months ended December 31, 1999.
Net Income
As a result of the foregoing, we had net income of $17,812 for the three
months ended December 31, 2000 as compared to net income of $21,401 for the
three months ended December 31, 1999. Income per basic and diluted common share
was $.00 for the three months ended December 31, 2000 and $.00 for the three
months ended December 31, 1999.
Liquidity and Capital Resources
The primary measures of our liquidity are cash balances (including
short-term investments), accounts receivable and inventory balances, as well as
our borrowing ability. During the three months ended December 31, 2000, our
working capital decreased by $65,793 to $2,845,720.
We used $110,116 in operating activities for the first three months of
fiscal 2001 principally from an increase of $36,409 in accounts receivable, an
increase in inventory of $143,078, and an increase in prepaid items and other
current assets of $64,554, offset by an increase in accounts payable and
accrued expenses of $76,746 and the Company's net income, as adjusted for
noncash items. The increase in inventory and accounts receivable was due to
normal market conditions.
During the three months ended December 31, 2000, we used $110,706 for the
repurchase of 84,050 shares of our common stock pursuant to a stock repurchase
program which was continued in April 2000. All 84,050 shares have been retired
or are in the process of being retired. As of December 31, 2000, we purchased
a total of 166,697 shares of common stock pursuant to the repurchase program.
Under the repurchase program, we are authorized to purchase up to 200,000
shares of our common stock.
[6]
Cash decreased by $223,355 in the first three months of fiscal 2001,
resulting in a balance of $741,885 in our cash and cash equivalents at
December 31, 2000.
For the three months ended December 31, 1999, we used $431,374 from
operating activities and used $14,512 for the repurchase of shares of our
common stock.
We have no long-term debt. We believe that we have available all funds
needed for operations, research and development and capital expenditures as
they may arise in the future. However, should it be necessary, we believe we
could borrow adequate funds at competitive rates and terms.
Forward Looking Statements
The information provided in this report may contain ?forward looking?
statements or statements which arguably imply or suggest certain things about
our future. Statements which express that we "believe", "anticipate",
"expect", or "plan to" as well as other statements which are not historical
fact, are forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. These forward looking statements
include, but are not limited to statements about: (1) any competitive advantage
we may have as a result of our installed base of electrosurgical generators in
the field of neurosurgery; (2) our belief that our products exceed industry
standards or favorably compete with other companies new technological
advancements; (3) the success of certain recently introduced products and
disposable instrumentation and products and disposable instrumentation
scheduled to be released in the near future for use in neurosurgery, other
surgical discipline and the dental market; and (4) our ability to attract
distributors for our products outside of neurosurgery. These statements are
based on assumptions that we believe are reasonable, but a number of factors
could cause our actual results to differ materially from those expressed or
implied by these statements. We do not intend to update these forward looking
statements. Investors are advised to review the Additional Cautionary
Statements section below for more information about risks that could affect
our financial results.
Additional Cautionary Statements
We Face Intense Competition
The markets for our current and potential products are intensely
competitive. These markets include neurosurgery, gynecology, urology,
arthroscopy, plastic surgery, dentistry, ENT and maxillofacial surgery and
general and laparoscopic surgery. Some surgical procedures which utilize or
could utilize our products could potentially be replaced or reduced in
importance by alternative medical procedures or new drugs which could render
our products obsolete or uncompetitive in these markets.
Our Growth Depends on Introducing New Products and the Market Penetration by
Third Party Distributors
[7]
Valley Forge's growth depends on the acceptance of our products in the
marketplace, the market penetration achieved by the companies which we have
contracted with, and rely on, to distribute our products, and our ability to
introduce new and innovative products that meet the needs of medical
professionals. There can be no assurance that we will be able to continue to
introduce new and innovative products or that the products we introduce, or
have introduced, will be widely accepted by the marketplace, or that companies
which we have contracted to distribute our products will continue to achieve
market penetration in the field of neurosurgery and achieve market penetration
in the surgical disciplines and markets outside of neurosurgery. Our failure
to continue to introduce new products or gain wide spread acceptance of our
products would adversely affect our operations.
We Depend on Attracting New Distributors for Our Products
In order to successfully commercialize our products in the fields of general
and laparoscopic surgery, arthroscopy, gynecology, urology, plastic surgery and
ENT and maxillofacial surgery, we will need to enter into distribution
arrangements with companies who can distribute our products in those fields
successfully. The commercial success of our products outside the field of
neurosurgery is thus uncertain.
Our Products are Extensively Regulated Which Could Delay Product Introduction
or Halt Sales
The process of obtaining and maintaining required regulatory approvals is
lengthy, expensive and uncertain. Although we have 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 our
ability to introduce new products on a timely basis. Regulatory agencies
periodically inspect our 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 we believe that we are currently in compliance, if we fail to
comply with regulatory requirements, it could have an adverse effect on the our
results of operations and financial condition.
We Face 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 and instrumentation. These customers are expected to continue to
demand lower prices in the future. We cannot predict what impact the adoption
of any federal or state health care reform measures, private sector reform or
market forces may have on our business. However, pricing pressure is expected
to continue to adversely affect profit margins.
[8]
We May have Product Liability Claims
Our products involve a risk of product liability claims. Although we
maintain product liability insurance at coverage levels which we believe are
adequate, there is no assurance that, if we were to incur substantial liability
for product liability claims, insurance would provide adequate coverage against
such liability.
Our Operating Results May Fluctuate
We have experienced operating losses since our inception, and as of December
31, 2000 we had a retained earnings deficit of $192,385. Our results of
operations may fluctuate significantly from quarter to quarter based on
numerous factors including the following:
* the introduction of new product lines;
* the level of market acceptance of our products;
* achievement of research and development milestones;
* timing of the receipt of orders and product shipments;
* timing of expenditures; and
* receipt of necessary regulation approvals.
[9]
PART II. OTHER INFORMATION
Item 5. OTHER EVENTS
For the quarter ended December 31, 2000, Valley Forge Scientific Corp.
("Valley Forge") purchased 84,050 shares of its outstanding common stock for
$110,706. The purchases were made pursuant to the continuation of a repurchase
program approved by the Board of Directors of Valley Forge in April 2000 in
which Valley Forge was authorized to purchase a maximum of 200,000 shares of
common stock. As of December 31, 2000, Valley Forge purchased 166,697 shares
pursuant to the repurchase program. Purchases are made pursuant to Rule
10b-18, promulgated under the Securities Exchange Act of 1934. Purchases of
shares of common stock by Valley Forge should not be construed as an investment
recommendation regarding Valley Forge's common stock.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
10.1 Distribution Agreement between the Company and Codman
& Shurtleff, Inc. dated December 11, 2000.
10.2 Addendum to Commercial Lease Agreement between the Company
and GMM Associates dated as of July 1, 2000.
(b) Current Reports on Form 8-K
None
[10]
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: February 9, 2001 By: /s/ Jerry L. Malis
Jerry L. Malis, President
(principal financial officer)
[11]
VALLEY FORGE SCIENTIFIC CORP.
Form 10-Q for the quarter ended
December 31, 2000
INDEX TO EXHIBITS
Exhibit Number Description
10.1 Distribution Agreement between the Company and
Codman & Shurtleff, Inc. dated December 11, 2000.
10.2 Addendum to Commercial Lease Agreement between
the Company and GMM Associates dated
as of July 1, 2000.
[12]