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, 2002
[ ] 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 10, 2002 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
March 31, 2002
Page
Number
Part I - Financial Information
Item 1. Financial Statements:
Balance Sheets -March 31, 2002 and September 30, 2001. 1
Statements of Operations for the three months and six
months ended March 31, 2002 and March 31, 2001. 2
Statements of Cash Flows for the six months
ended March 31, 2002 and March 31, 2001. 3
Notes to Financial Statements. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8
Part II - Other Information 15
(i)
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31 September 30,
ASSETS 2002 2001
- ------ ---------- ------------
(Unaudited) (Audited)
Current Assets:
Cash and cash equivalents $ 1,693,149 $ 1,500,622
Accounts receivable, net 855,980 605,150
Inventory 1,112,751 1,199,536
Prepaid items and other current assets 125,331 107,304
Deferred tax assets 84,670 104,380
--------- ---------
Total Current Assets 3,871,881 3,516,992
Property, Plant and Equipment, Net 135,934 145,800
Goodwill 153,616 153,616
Other Intangible Assets, Net 326,392 349,360
Other Assets 4,808 5,446
--------- ---------
Total Assets $ 4,492,631 $ 4,171,214
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable and accrued expenses $ 262,079 $ 191,786
Income taxes payable 107,059 91,400
--------- ---------
Total Current Liabilities 369,138 283,186
Deferred Tax Liability 9,639 19,280
--------- ---------
Total Liabilities 378,777 302,466
--------- ---------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par, 20,000,000 shares
authorized, 8,067,812 shares issued and
outstanding at March 31, 2002 and
September 30, 2001) 3,748,724 3,748,724
Retained earnings 365,130 120,024
--------- ---------
Total Stockholders' Equity 4,113,854 3,868,748
--------- ---------
Total Liabilities and
Stockholders' Equity $ 4,492,631 $ 4,171,214
========= =========
____________________
See accompanying notes.
[1]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
March 31, March 31,
2002 2001 2002 2001
---- ---- ---- ----
Net Sales $ 1,457,798 $ 1,251,804 $ 2,720,204 $ 2,316,910
Cost of Sales 697,210 582,215 1,313,550 1,152,950
--------- --------- --------- ---------
Gross Profit 760,588 669,589 1,406,654 1,163,960
--------- --------- --------- ---------
Other Costs:
Selling, general and administrative 452,021 396,620 792,158 781,338
Research and development 93,695 115,654 172,053 193,741
Amortization 15,795 20,149 31,590 40,297
------- ------- ------- --------
Total Other Costs 561,511 532,423 995,801 1,015,376
------- ------- ------- ---------
Income from Operations 199,077 137,166 410,853 148,584
Other Income (Expense), Net 3,435 9,101 4,532 24,220
------- ------- ------- -------
Income before Income Taxes 202,512 146,267 415,385 172,804
Provision for Income Taxes 84,879 62,675 170,279 71,400
------- ------- ------- -------
Net Income $ 117,633 $ 83,592 $ 245,106 $ 101,404
======= ======= ======= =======
Earnings per Share:
Basic earnings per common share $ 0.01 $ 0.01 $ 0.03 $ 0.01
==== ==== ==== ====
Diluted earnings per common share $ 0.01 $ 0.01 $ 0.03 $ 0.01
==== ==== ==== ====
Basic common shares outstanding 8,067,812 8,067,812 8,067,812 8,096,046
Diluted common shares outstanding 8,152,917 8,141,120 8,156,906 8,135,214
____________________
See accompanying notes.
[2]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
March 31,
2002 2001
---- ----
Cash Flows from Operating Activities:
Net income $ 245,106 $ 101,404
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 41,831 59,039
Write-down of property, plant and equipment 5,300 -
Reduction of allowance for loans and advances
to employees (47,790) -
Interest accrued on loans and advances to
employees (1,386) (2,335)
Changes in assets and liabilities,
net of effect from:
Increase in accounts receivable (250,830) (275,381)
(Increase) decrease in inventory 86,785 (436,556)
Decrease in deferred tax assets 19,710 66,200
Increase in prepaid items and other
current assets (24,676) (47,325)
Decrease in other assets 638 -
Increase in accounts payable and accrued
expenses and income taxes payable 85,952 80,880
Decrease in deferred tax liability (9,641) -
------- -------
Net cash provided by (used in) operating
activities 150,999 (454,074)
------- -------
Cash Flows from Investing Activities:
Purchase of property, plant and equipment (5,675) (13,101)
Purchase of intangible assets (8,622) -
Proceeds from repayment of employee loans
and advances 57,261 4,950
Loans and advances to employees (1,436) (3,000)
------- -------
Net cash provided by (used in) investing
activities 41,528 (11,151)
------- -------
Cash Flows from Financing Activities:
Repurchase of common stock - (110,706)
------- -------
Net cash used in financing activities - (110,706)
------- -------
Net Increase (Decrease) in Cash and Cash
Equivalents 192,527 (575,931)
Cash and Cash Equivalents,
beginning of period 1,500,622 965,240
--------- -------
Cash and Cash Equivalents,
end of period $ 1,693,149 $ 389,309
========= ========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ - $ -
========= =========
Income taxes $ 146,050 $ 2,500
========= =========
____________________
See accompanying notes.
[3]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002
1. DESCRIPTION OF BUSINESS
Valley Forge Scientific Corp. ("VFSC") was incorporated on March 27, 1980 in the
Commonwealth of Pennsylvania and 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 each of the years reported with these financial statements VCP
has been inactive. Collectively, VFSC, DEC and VCP are referred to herein as
the "Company".
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
- -----------------------------------------------------
The accompanying financial statements consolidate the accounts of VFSC and its
wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. Certain amounts from prior
years have been reclassified to conform to the current year presentation.
The accompanying unaudited consolidated financial statements have been prepared
pursuant to rules and regulations of the Securities and Exchange Commission and,
therefore, do not include all information and footnote disclosures normally
included in audited financial statements. However, in the opinion of
management, all adjustments that are of a normal and recurring nature necessary
to present fairly the results of operations, financial position and cash flows
have been made. It is suggested that these statements be read in conjunction
with the financial statements included in the Company's Annual Report on Form
10-K for the year ended September 30, 2001.
The statements of operations for the three months and six months ended March 31,
2002 and 2001 are not necessarily indicative of results for the full year.
Earnings (Loss) per Share
- -------------------------
The Company computes earnings or loss per share in accordance with the Financial
Accounting Standards Board Statement No. 128 "Earnings Per Share" (SFAS 128)
which replaced the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes the dilutive effects of options, warrants and
convertible securities and thus is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share is similar to the previous fully diluted earnings per
share. Diluted earnings per share reflects the potential dilution that could
occur if securities or other agreements to issue common stock were exercised or
converted into common stock. Diluted earnings per share is computed based upon
the weighted average number of common shares and dilutive common equivalent
shares outstanding.
[4]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
- --------------------------------
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations",
which eliminates the pooling of interests method of accounting for all business
combinations initiated after June 30, 2001 and addresses the initial recognition
and measurement of goodwill and other intangible assets acquired in a business
combination. As of July 1, 2001, the Company adopted this accounting standard.
In addition, as of October 1, 2001, the Company early-adopted SFAS 142,
"Goodwill and Other Intangible Assets", which addresses the financial accounting
and reporting standards for goodwill and other intangible assets subsequent to
their acquisition. This accounting standard requires that goodwill no longer be
amortized, and instead, be tested for impairment on a periodic basis. In
conjunction with the adoption of the accounting standard, a transitional
impairment test was completed, and no impairment was identified which required a
cumulative effect of a change in accounting principle.
In accordance with SFAS 142, the Company discontinued the amortization of
goodwill effective October 1, 2001.
A reconciliation of previously reported net income and earnings per share to the
amounts adjusted for the exclusions of goodwill amortization, net of the related
income tax effect, follows:
For the For the
Three Months Ended Six Months Ended
March 31, March 31,
2002 2001 2002 2001
---- ---- ---- ----
Reported net income $ 117,633 $ 83,592 $ 245,106 $ 101,404
Add: Goodwill
amortization net of tax - 4,389 - 8,778
------- ------- ------ -------
Adjusted net income $ 117,633 $ 87,981 245,106 110,182
======= ======= ======= =======
Basic and dilutive net
income per share:
Reported net income per
share basic and dilutive $ 0.01 $ 0.01 $ 0.03 $ 0.01
Add: Goodwill
amortization, net of tax - - - -
---- ---- ---- ----
Adjusted net income per
share basic and dilutive $ 0.01 $ 0.01 $ 0.03 $ 0.01
==== ==== ==== ====
[5]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002
(Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------
In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS 144 supersedes SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed
of". The primary objectives of SFAS 144 are to develop one accounting model
based on the framework established in SFAS 121 for long-lived assets to be
disposed of by sale, and to address significant implementation issues. At this
time, the Company is evaluating the impact of SFAS 144 on its financial position
and results of operations. The Company will adopt SFAS 144 for its fiscal year
beginning October 1, 2002.
3. GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with SFAS 142, Goodwill has been reflected on the balance sheet
separate from other intangible assets which continue to be amortized. The
Company completed its transitional impairment test during the quarter ending
March 31, 2002. No changes were required to be made to the carrying amount of
goodwill.
Information regarding the Company's other intangible assets is as follows:
As of March 31, 2002 As of September 30, 2001
-------------------- ------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
------- ------------ --- -------- ------------
Patents, trademarks
logos, licensing
agreements $ 569,010 $ 466,283 $ 102,727 $ 560,388 $ 449,771 $ 110,617
Property know-how 452,354 228,665 223,665 452,354 213,611 238,743
Acquistion costs 55,969 55,969 - 55,969 55,969 -
------- ------- ------- - ------ ------- -------
$1,077,333 $ 750,941 $ 326,392 $1,068,711 $ 719,351 $ 349,360
========= ======= ======= ========= ======= =======
Amortization expense of other intangible assets was $15,795 and $15,760 for the
three months ended March 31, 2002 and 2001, respectively, and $31,590 and
$31,519 for the six months ended March 31, 2002 and 2001, respectively.
[6]
VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002
(Continued)
4. COMMITMENTS AND CONTINGENCIES
During the quarter ended March 31, 2002, the Company, without admitting
liability, entered into a settlement agreement relating to a litigation
previously disclosed in the Company's financial statements for the 2001 fiscal
year. Pursuant to the settlement, the Company paid the plaintiff $37,000, net
of certain monies due from plaintiff, which is reflected in other costs under
selling general and administrative expenses.
[7]
VALLEY FORGE SCIENTIFIC CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Statements in this Management's Discussion and Analysis of Financial Conditions
and Results of Operations 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 the Private Securities
Litigation Reform Act of 1995. Actual events or results may differ materially
as a result of the risks and uncertainties described herein and elsewhere
including, but not limited to, those factors discussed in section entitled
"ADDITIONAL CAUTIONARY STATEMENTS." We do not intend to update these forward
looking statements.
Overview
We design, develop, manufacture and sell medical devices. Our core business is
in our bipolar electrosurgical generators and related instrumentation, based on
our patented DualWave(tm) technology. Our bipolar systems allow a surgeon or
dentist to cut tissue in a manner that minimizes collateral damage to
surrounding healthy tissue and to coagulate blood vessels quickly, safely and
efficiently. By essentially eliminating damage to surrounding healthy tissue,
the surgeon can work safely in direct contact with nerves, blood vessels, bone
and metal implants. Our bipolar systems are designed to replace other surgical
tools, such as monopolar systems, lasers and conventional instruments, used in
soft tissue surgery.
Our patented DualWave(tm) technology is applicable to many surgical markets.
Our bipolar systems are currently used to perform many types of neurosurgery,
spine surgery and dental surgery. We have entered into a distribution agreement
with Codman & Shurtleff, Inc., a subsidiary of Johnson & Johnson, Inc., to
market our neurosurgery bipolar systems. We have also entered into a
distribution agreement with Bident International, L.L.C., an affiliate of
Garfield Refinery, Inc., to market our Bident(R) dental bipolar system.
Historically, we have derived a significant portion of our sales from our
neurosurgery bipolar system. Sales revenue from our Bident(R) bipolar dental
system commenced in fiscal year 2000. Our strategy includes expanding our
patented DualWave(tm) technology in neurosurgery and to broaden the market for
our bipolar systems and instrumentation in the dental market and other surgical
markets. Our strategy also includes having our existing base of neurosurgery
bipolar generators and our dental bipolar generators, as well as bipolar
generators we sell in other fields drive our sale of disposable hand-held
instruments and tubing sets.
[8]
Results of Operations
Results of Operations for the Three and Six Months Ended March 31, 2002Compared
to the Three and Six Months Ended March 31, 2001. Revenues
Sales of $1,457,798 for the three months ended March 31, 2002 were 16%
greater than sales of $1,251,804 for the three months March 31, 2001, and sales
of $2,720,204 for the six months ended March 31, 2002 were 17% greater than
sales of $2,316,910 for the six months ended March 31, 2001.
The increase in sales for three and six months ended March 31, 2002 is due
to increasing unit sales of current products in the field of neurosurgery.
Codman & Shurtleff accounted for 87% of our sales for the three months ended
March 31, 2002 as compared to 77% of our sales for the three months ended
December 31, 2001 and 64% of our sales for the three months ended March 31,
2001.
Sales of the Bident(R) bipolar dental system, were approximately $66,798,
or 5% of our sales, for the three months ended March 31, 2002 as compared to 35%
of our sales, for the three months ended March 31, 2001. For the six months
ended March 31, 2002 sales of dental products were $396,298, or 13% of sales, as
compared to 27% of sales, for the six months ended March 31, 2001. In fiscal
2001 and the first quarter of fiscal 2002, the distributor of our dental
products, Bident International, LLC, relied on direct selling efforts to sell
our dental products. In January 2002, in an effort to broaden distribution of
our dental products, Bident International entered into a marketing agreement
with Executive Sales Associates/Razzano. Much of the second quarter of fiscal
2002 was devoted to educating and training Executive Sales Associates/Razzano's
sales force. This process, however, has taken longer than originally expected.
As a result, sales of our dental products are at lower levels than during fiscal
2001. Based on the information available on the date of this Form 10-Q, sales
of dental products for the entire fiscal 2002 are expected to be at lower levels
than in fiscal 2001.
Sales of bipolar electrosurgical generators, irrigators and accessories
accounted for approximately 52% of our sales, and sales of disposable products
accounted for approximately 33% of our sales for the three months ended March
31, 2002. For the three months ended March 31, 2001, sales of bipolar
electrosurgical generators, irrigators and accessories accounted for
approximately 57% of our sales and sales of disposable products accounted for
approximately 38% of our sales. We anticipate variations in our product mix
from quarter to quarter, based on purchasing patterns of the principal
distributors of our products.
Cost of Product Sales
Cost of sales was $697,210, or 48% of sales, for the three months, and
$1,313,550, or 48% of sales, for the six months, ended March 31, 2002, as
compared with cost of sales of $582,215, or 47% of sales, for the three months,
and $1,152,950, or 50% of sales, for the six months, ended March 31, 2001. The
absolute dollar increase of $114,995 in cost of sales for the three months ended
March 31, 2002 over the three months ended March 31, 2001 was due to increased
unit sales of our products. Gross margin was 52% for the three and six months
ended March 31, 2002 as compared to 53% and 50% respectively, for the three and
six months ended March 31, 2001.
[9]
Increases in gross margin as a percentage of sales is attributable to
changes in product mix, increased manufacturing efficiency and increased
production volume. We cannot be sure that gross margins will remain at current
levels or show improvement in the future due to the distribution channels used,
product mix, and fluctuation in manufacturing production levels and overhead
costs as new products are introduced. In addition, inefficiencies in
manufacturing new products and the distribution channels utilized to sell those
products may adversely impact gross margin.
Operating Expenses
Research and development expenses for the three months ended March 31, 2002
were approximately $22,000 less than expenditures for the three months ended
March 31, 2001. Research and development expenses were 6.4% of sales for the
three months ended March 31, 2002 as compared to 9.2% of sales for the three
months ended March 31, 2001. Research and development expenses for the three
months ended March 31, 2002 are attributable primarily to continued development
of new products in neurosurgery and the dental market, and the continued
development of new products for new markets. On a quarter by quarter basis, our
research and development expenses may vary, although we anticipate research and
development expenses for fiscal 2002 to be approximately at the same levels as
in fiscal 2001.
Selling, general and administrative expense increased in absolute dollars
by $55,401 to $452,021, or 31% of sales, for three months ended March 31,
2002, from $396,620, or 32% of sales, for the three months ended March 31, 2001.
The absolute dollar increase in selling, general and administrative expenses for
the three months ended March 31, 2002 was primarily attributable to charges for
investor relations materials and for settlement and legal expenses in connection
with a lawsuit which was settled in the second quarter of fiscal 2002. Selling,
general and administrative expenses were $792,158, or 29% of sales, for the six
months ended March 31, 2002 as compared to $781,338, or 34% of sales, for the
six months ended March 31, 2001. The decrease in selling, general and
administrative expenses as a percent of sales reflects increased sales and cost
cutting efforts and reduction in administrative salaries. We anticipate that
selling, general and administrative expenses will increase in absolute dollar
amounts as we engage in additional business development activities.
Other Income/Expense, net
Other income and expense, net, decreased to $3,435 for the three months, and
$4,532 for the six months, ended March 31, 2002 as compared to $9,101 for the
three months, and $24,220 for the six months, ended March 31, 2001. This
decrease was primarily attributable to a reduction in interest rates and an
increase in non-operating expenses. At March 31, 2002, we had $1,693,149 in
cash and cash equivalents as compared to $389,309 at March 31, 2001.
[10]
Income Tax Provision
The provision for income taxes was $84,879 for three months, and $170,279
for the six months, ended March 31, 2002 as compared to a provision of $62,675
for the three months, and $71,400 for the six months, ended March 31, 2001.
Net Income
Net income increased by 41% to $117,633 for the three months ended March
31, 2002 as compared to net income of $83,592 for the three months ended March
31, 2001. Net income of $245,106 for the six months ended March 31, 2002 was
142% greater than net income of $101,404 for the six months ended March 31,
2001. Basic and diluted income per share was $.01 for the three months, and
$.03 for the six months, ended March 31, 2002 as compared to $.01 for the three
and six months ended March 31, 2001. Net income for the current fiscal year
reflects an increase in sales and gross margin. Although we have been
profitable on a quarterly basis since the third quarter of fiscal 2000, due to
our operating history and numerous other factors, we cannot be sure that we can
sustain revenue growth or profitability.
Liquidity and Capital Resources
At March 31, 2002, we had $3,502,743 in working capital compared to
$2,939,583 at March 31, 2001. The primary measures of our liquidity are cash,
cash equivalents, accounts receivable and inventory balances, as well as our
borrowing ability. The cash and cash equivalents are highly liquid with
original maturities of ninety days or less.
Cash generated by operating activities was $150,999 for six months ended
March 31, 2002, which was mainly attributable to operating profits, a decrease
in inventory of $86,785, a decrease in deferred tax assets of $19,710, and an
increase in accounts payable, accrued expenses and income taxes payable of
$85,952. This was partially offset by an increase in account receivables of
$250,830. The increase in accounts receivable was principally due to the timing
of shipments of products during the second quarter of fiscal 2002.
Inventories decreased by $86,785 during the six months ended March 31, 2002
to a total of $1,112,751. Inventories were kept at these levels primarily to
support the anticipated increasing sales activity. We expect future inventory
levels to increase in absolute dollar value in order to support anticipated
sales volume increases and as we expand into additional markets.
Cash generated by investing was $41,528 for the six months ended March 31,
2002, which is mainly attributable to proceeds of $57,261 received from
repayment of employee loans and advances. At March 31, 2002, we had cash and
cash equivalents of $1,693,149.
[11]
At March 31, 2002, we plan to finance our operating and capital needs
principally with cash from sales, cash, cash equivalents, and related interest
and existing capital resources, which we believe will be sufficient to fund our
operations in the near future. However, should it be necessary, we believe we
could borrow adequate funds at competitive rates and terms. Our future
liquidity and capital requirements will depend on numerous factors, including
the success in commercializing our existing products, development and
commercialization of products in fields other than neurosurgery and the dental
market, the ability of our suppliers to continue to meet our demands at current
prices, the status of regulatory approvals and competition.
We have a line of credit of $1,000,000 with First Union National Bank which
calls for interest to be charged at the bank's national commercial rate. The
credit accommodation is unsecured and requires us to have a tangible net worth
of no less than $3,000,000. At March 31, 2002, there was no outstanding balance
on this line.
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 the Private Securities
Litigation Reform Act of 1995. 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
future success of products and disposable instrumentation in the field of
neurosurgery and the dental market; and (4) our ability to attract distributors
for our products outside of neurosurgery and the dental market, and the
acceptance and continued acceptance of our products in those markets. 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. You are advised to review the "Additional
Cautionary Statements" section below for more information about risks that could
affect the financial results of Valley Forge Scientific Corp.
Additional Cautionary Statements
We Face Intense Competition
- ---------------------------
The markets for our current and potential products are intensely
competitive. 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
- ------------------------
Our growth depends on the acceptance of our products in the marketplace, the
market penetration achieved by the companies which we sell to, 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 contract with to
distribute our products will continue to achieve market penetration in the field
of neurosurgery and achieve market penetration in the dental market and other
medical and surgical markets. Our failure to continue to introduce new products
or gain wide spread acceptance of our products would adversely affect our
operations.
[12]
We Depend on Attracting New Distributors for Our Products
- ---------------------------------------------------------
In order to successfully commercialize our products in new markets, we will
need to enter into distribution arrangements with companies who can distribute
our products in those fields successfully.
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 our results of
operations and financial condition.
We Face Uncertainty Over Reimbursement
- --------------------------------------
Failure by physicians, hospitals and other users of our products to obtain
sufficient reimbursement from health care payors for procedures in which our
products are used or adverse changes in governmental and private third-party
payors' policies toward reimbursement for such procedures would have a material
adverse effect on our business, financial condition, results of operations and
future growth prospects.
We May Be Unable to Effectively Protect Our Intellectual Property
- -----------------------------------------------------------------
Our ability to compete effectively depends in part on developing and
maintaining the proprietary aspects of our bipolar technology. We cannot assure
you that the patents we have obtained, or any patents we may obtain, will
provide any competitive advantages for our products. We also cannot assure you
that those patents will not be successfully challenged, invalidated or
circumvented in the future. In addition, we cannot assure you that competitors,
many of which have substantial resources and have made substantial investments
in competing technologies, have not already applied for or obtained, or will not
seek to apply for and obtain, patents that will prevent, limit or interfere with
our ability to make, use and sell our products either in the United States or in
international markets. Patent applications are maintained in secrecy for a
period after filing. We may not be aware of all of the patents and patent
applications potentially adverse to our interests.
[13]
We May Become Subject to a Patent Litigation
- --------------------------------------------
The medical device industry has been characterized by extensive litigation
regarding patents and other intellectual property rights, and companies in the
medical device industry have employed intellectual property litigation to gain a
competitive advantage. We cannot assure you that we will not become subject to
patent infringement claims or litigation or interference proceedings declared by
the United States Patent and Trademark Office to determine the priority of
invention.
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
- -----------------------------------
Our results of operations may fluctuate significantly from quarter to quarter
based on numerous factors including the following:
* the introduction of new products;
* the level of market acceptance of our products;
* achievement of research and development milestones;
* timing of the receipt of orders from, and product shipments to
our distributors;
* timing of expenditures;
* delays in educating and training our distributors' sales force;
* manufacturing or supply delays;
* product returns; and
* receipt of necessary regulation approval.
[14]
PART II. OTHER INFORMATION
Item 5. OTHER EVENTS
At the Annual Meeting of Shareholders held on March 13, 2002, the following
directors were elected for a one year term until their successors are duly
elected and qualified:
Jerry L. Malis: FOR 7,435,281; AGAINST 166,509; Abstain 0
Leonard I. Malis FOR 7,436,781; AGAINST 165,009; Abstain 0
Bruce A. Murray FOR 7,442,486; AGAINST 159,304; Abstain 0
Louis Uchitel FOR 7,442,486; AGAINST 159,304; Abstain 0
Robert H. Dick FOR 7,442,486; AGAINST 159,304; Abstain 0
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
The deadline for submission of stockholder proposals pursuant to Rule
14a-18 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company's proxy statement for its 2002 Annual Meeting of
Stockholders is September 30, 2002. After December 14, 2002, notice to the
Company of a stockholder proposal submitted otherwise than pursuant to Rule
14a-8 will be considered untimely, and the person named in proxies solicited by
the Board of Directors of the Company for its 2003 Annual Meeting of
Stockholders may exercise discretionary authority voting power with respect to
any such proposal as to which the Company does not receive timely notice.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Current Reports on Form 8-K
None
[15]
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, 2002 By: /s/ Jerry L. Malis
-----------------------
Jerry L. Malis, President
(principal financial officer)