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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997 Commission File Number 1-9897
VALLEY FORGE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0833796
(State of incorporation) (IRS Employer Identification Number)
100 Smith Ranch Road, Suite 326, San Rafael, California 94903-1994
(Address of principal executive offices) (Zip code)
(415) 492-1500
(Registrant's telephone number, including area code)
Indicate by a 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 [ ]
The number of shares outstanding of Registrant's Common Stock, par value $.50
per share, at October 28, 1997, was 4,053,089.
The Exhibit Index is located on Page 2.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 1997
INDEX
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Page
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Statements of Income for the Three
and Nine Months Ended September 30, 1997 and 1996 3
b) Condensed Consolidated Balance Sheets at September 30, 1997
and December 31, 1996 4
c) Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1997 and 1996 5
d) Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited, in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $22,366 $19,361 $69,398 $60,536
Cost of goods sold 13,529 11,915 41,237 36,853
------- ------- ------- -------
GROSS PROFIT 8,837 7,446 28,161 23,683
Selling and administrative 6,998 6,043 21,328 18,426
------- ------- ------- -------
OPERATING INCOME 1,839 1,403 6,833 5,257
Other income (expense):
Interest expense (282) (324) (910) (953)
Other, net 38 50 182 334
------- ------- ------- -------
INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 1,595 1,129 6,105 4,638
Income taxes 631 396 2,412 1,774
Minority interests (1) 24 11 132
------- ------- ------- -------
NET INCOME $ 965 $ 709 $ 3,682 $ 2,732
======= ======= ======= =======
NET INCOME PER SHARE $.23 $.17 $.88 $.66
==== ==== ==== ====
Dividends per share $.04 $.04 $.12 $.12
==== ==== ==== ====
Weighted average shares outstanding 4,249 4,105 4,197 4,121
===== ===== ===== =====
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 148 $ --
Accounts receivable, net 11,983 11,288
Inventories 18,659 17,102
Other current assets 1,978 1,623
------- -------
Total current assets 32,768 30,013
Property, plant, and equipment, net 10,188 9,652
Goodwill, net 11,988 12,601
Investment in and advances to affiliate 3,048 2,721
Other assets 1,292 1,362
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TOTAL ASSETS $59,284 $56,349
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loans and notes payable $ 710 $ 1,228
Current portion of long-term debt 1,809 1,433
Accounts payable and accrued expenses 8,043 6,503
------- -------
Total current liabilities 10,562 9,164
Long-term debt 10,964 12,667
Deferred income taxes 806 806
Minority interests 1,370 1,486
Stockholders' equity 35,582 32,226
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $59,284 $56,349
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</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------
1997 1996
---- ----
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,893 $ 5,014
INVESTING ACTIVITIES
Additions to property, plant, and equipment (2,160) (2,795)
Investment in and advances to affiliate (312) (2,692)
Other, net (148) (217)
------- -------
Net cash used for investing activities (2,620) (5,704)
------- -------
FINANCING ACTIVITIES
Proceeds from long-term debt -- 2,678
Net (repayments) borrowings on line of credit (518) 322
Principal payments on long-term debt (1,328) (1,238)
Net payments on short-term notes -- (350)
Stock options exercised 206 11
Dividends paid (485) (481)
------- -------
Net cash (used for) provided by financing activities (2,125) 942
------- -------
CHANGE IN CASH AND EQUIVALENTS 148 252
Cash and equivalents at beginning of year -- 34
------- -------
CASH AND EQUIVALENTS AT END OF PERIOD $ 148 $ 286
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</TABLE>
See Notes to Condensed Consolidated Financial Statements.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, in thousands, except per share amounts)
BASIS OF PRESENTATION
Information with respect to the nine months ended September 30, 1997 and 1996 is
unaudited.
All adjustments, which are in the opinion of management necessary to a fair
presentation of results for the interim periods, have been included herein. All
adjustments are of a normal and recurring nature. Certain reclassifications have
been made to the 1996 condensed consolidated financial statements to conform to
the 1997 presentation. These financial statements are presented in accordance
with the Securities and Exchange Commission disclosure requirements for Form
10-Q. Reference should be made to the Valley Forge Corporation Annual Report on
Form 10-K for the year ended December 31, 1996.
INVENTORIES
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
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<S> <C> <C>
Raw materials $ 9,127 $ 8,673
Work-in-process 3,718 3,069
Finished goods 5,814 5,360
-------- --------
Total Inventories $18,659 $17,102
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</TABLE>
STOCK DIVIDEND
On June 12, 1997, the Company's Board of Directors authorized a three-for-two
stock split effected in the form of a 50 percent stock dividend. The stock
dividend was paid September 16, 1997, to shareholders of record on September 5,
1997. Accordingly, all references in the financial statement to numbers of
shares and per share amounts have been retroactively restated.
NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The
Company is required to adopt SFAS 128 in the fourth quarter of fiscal 1997 and
will restate at that time earnings per share (EPS) data for prior periods to
conform with SFAS 128. Earlier application is not permitted.
SFAS 128 replaces current EPS reporting requirements and requires a dual
presentation of basic and diluted EPS. Basic EPS excludes dilution and is
computed by dividing net income (available to common shareholders) by the
weighted average of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
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If SFAS 128 had been in effect during the current and prior year periods, basic
EPS would have been $.24 and $.18 for the quarters ended September 30, 1997 and
1996, respectively, and $.92 and $.69 for the nine months ended September 30,
1997 and 1996, respectively. Diluted EPS under SFAS 128 would not have been
significantly different than primary EPS currently reported for the periods.
In June 1997, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income", which
requires that an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner sources; and No.
131, "Disclosures about Segments of an Enterprise and Related Information" which
establishes annual and interim reporting standards for an enterprise's operating
segments and related disclosures about its products, services, geographic areas,
and major customers. Adoption of these statements will not impact the Company's
consolidated financial position, results of operations or cash flows, and any
effect will be limited to the form and content of its disclosures. Both
statements are effective for fiscal years beginning after December 15, 1997,
with earlier application permitted.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
September 30, 1997
Any forward-looking statements contained in the following discussion or
elsewhere in this document involve risks and uncertainties which may cause
actual results to differ materially from those discussed. A wide range of
factors could contribute to those differences, including but not limited to
general business conditions; actions of competitors; changes in laws and
regulations, including changes in accounting standards; inventory risks due to
shifts in market demand and/or product mix; price volatility in the cost of
purchased components; and the risk factors listed from time to time in the
Company's SEC reports.
Due to seasonal variations, the results of operations for the periods reported
are not necessarily indicative of the entire year.
FINANCIAL CONDITION
The company used its cash flow generated from operations ($4.9 million) to repay
its bank line of credit ($.5 million, net), invest in property, plant, and
equipment ($2.2 million), including payments for the construction of an
operating facility ($.7 million), and make payments on its long-term obligations
($1.3 million). Management believes that cash flow from operations and bank
borrowings will be adequate to meet the Company's working capital needs for the
remainder of 1997.
RESULTS OF OPERATIONS
REVENUES AND RELATED COSTS
Consolidated revenues increased $3.0 million (16%) in the quarter ended
September 30, 1997, over the same quarter in the prior year, with the
recreational products segment sales increasing 18% and the industrial products
segment increasing 13%. Revenues for the first nine months of 1997 increased
$8.9 million (15%) to $69 million, with the recreational products segment up 17%
and the industrial products segment up 12% over the first nine months of 1996.
Gross profits for the quarter and nine months ended September 30, 1997 increased
$1.4 million (19%) and $4.5 million (19%), respectively, over the comparable
periods in 1996. The consolidated gross profit margin percentage for the quarter
increased 1.0% from 38.5% in 1996 to 39.5% in 1997 and for the nine-month period
increased from 39.1% in 1996 to 40.6% in 1997. The increase in sales and related
gross profits for the quarter and nine months ended September 30, 1997 was due
principally to increased unit volume on existing products. New product
introductions also contributed to the increased sales and gross profits.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
September 30, 1997
SELLING AND ADMINISTRATIVE EXPENSES
Consolidated selling and administrative expenses increased $1.0 million (16%)
for the quarter and $2.9 million (16%) for the nine months ended September 30,
1997, over the same periods in the prior year. Selling and administrative
expenses as a percentage of sales increased from 31.2% for the third quarter of
1996 to 31.3% for the third quarter of 1997. For the nine months ended September
30, 1997, selling and administrative expenses as a percentage of sales increased
to 30.7% from 30.4% for the same period in the prior year.
OTHER INCOME (EXPENSE)
Other, net for the nine months ended September 30, 1996, includes $250,000 of
proceeds from a life insurance policy on the former president of Gits
Manufacturing.
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Part II Other Information
For the Quarter Ended September 30, 1997
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits required by Item 601 of Registration S-K:
None
b) Reports on Form 8-K:
None
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VALLEY FORGE CORPORATION AND SUBSIDIARIES
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VALLEY FORGE CORPORATION
Registrant
Date: November 7, 1997 /s/ Monica J. Burke
------------------------------------
Monica J. Burke
Vice President Finance
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 148
<SECURITIES> 0
<RECEIVABLES> 12,343
<ALLOWANCES> 360
<INVENTORY> 18,659
<CURRENT-ASSETS> 32,768
<PP&E> 24,916
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<CURRENT-LIABILITIES> 10,562
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<COMMON> 2,073
<OTHER-SE> 33,509
<TOTAL-LIABILITY-AND-EQUITY> 59,284
<SALES> 69,398
<TOTAL-REVENUES> 69,398
<CGS> 41,237
<TOTAL-COSTS> 41,237
<OTHER-EXPENSES> 21,328
<LOSS-PROVISION> 103
<INTEREST-EXPENSE> 910
<INCOME-PRETAX> 6,105
<INCOME-TAX> 2,412
<INCOME-CONTINUING> 3,682
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,682
<EPS-PRIMARY> 0.88
<EPS-DILUTED> 0.88
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