FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the three month period ended September 30, 1997
OR
[x] 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 1-6107
SKLAR CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 44-0625447
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
889 S. Matlack Street, West Chester, Pennsylvania 19382
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (610) 430-3200
Check whether the issuer (l) 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 ________
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ________ No ________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding September 30, 1997
---------------------------- ------------------------------
(Common stock, $0.10 par value) 1,237,711
Transitional Small Business Disclosure Format (Check one): Yes ________ No X
<PAGE>
SKLAR CORPORATION
INDEX
Page No.
Part I Financial Information
Balance Sheet -
September 30, 1997 .................................. 3
Statement of Income (Loss) -
six months ended September 30, 1997 and 1996 ........ 4
Statement of Cash Flows -
six months ended September 30, 1997 and 1996 ........ 5
Notes to condensed financial statements .................. 6 - 9
Management's Discussion and Analysis of Financial
Condition and Results of Operations ................. 10 - 11
Part II Other Information
Item 1 Legal Proceedings ................................ 11 - 12
Item 3 Defaults Upon Senior Securities .................. 12
2
<PAGE>
SKLAR CORPORATION
BALANCE SHEET
(Unaudited)
ASSETS 9/30/97
CURRENT ASSETS:
Cash $ 33,012
Accounts Receivable 2,656,423
Inventories (Note 5) 3,773,837
Prepaid Expenses 216,061
-----------
TOTAL CURRENT ASSETS 6,679,333
EQUIPMENT AND IMPROVEMENTS (Note 6) 570,188
GOODWILL (Note 7) 1,979,468
OTHER ASSETS 100,831
-----------
TOTAL ASSETS $ 9,329,820
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash Overdraft $ 162,068
Short-term Bank Borrowings (Note 2) 2,802,000
Current Portion-Long-Term Debt 208,822
Trade Accounts Payable 2,426,526
Accrued Expenses
66,890
Accrued Income Taxes 30,686
-----------
TOTAL CURRENT LIABILITIES 5,696,993
Other Liabilities 704,434
Long-Term Debt (Note 3) 709,713
-----------
TOTAL LIABILITIES 7,111,139
-----------
CONTINGENCIES
STOCKHOLDERS' EQUITY (Note 9):
Series A convertible preferred stock, par value
$.01 per share, authorized, 35,000 shares;
issued and outstanding 24,825 shares 248
Series A subordinate convertible preferred stock,
no par value, authorized 4,000 shares; issued
and outstanding -0- 0
Common stock, par value $.10 per share,
authorized, 1,500,000 shares; issued and
outstanding, 1,237,711 shares 123,771
Additional Paid-in Capital 2,106,482
Deficit (11,820)
-----------
2,218,681
-----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 9,329,820
===========
See notes to financial statements
3
<PAGE>
SKLAR CORPORATION
STATEMENTS OF INCOME (LOSS)
(Unaudited)
<TABLE>
<CAPTION>
For the Six months Ended
9/30/97 9/30/96
<S> <C> <C>
Revenues:
Net Sales (Note 10) $ 6,903,869 $ 6,962,099
Cost and Expenses:
Cost of Goods Sold 3,932,599 3,885,183
Selling, General and Administrative 2,728,508 2,814,350
Interest 210,148 190,206
----------- -----------
6,871,255 6,889,739
----------- -----------
Income (Loss) before taxes 32,614 72,360
Provisions for Income Taxes
Currently Payable (Note 8) 3,261 10,765
----------- -----------
Net Income (Loss) 29,353 61,595
----------- -----------
Preferred Dividend Requirement (Note 9) 155,156 155,156
----------- -----------
Loss Applicable to Common Shares $ (125,803) $ (93,561)
----------- -----------
Per Share Data:
Weighted Average Common Shares
Outstanding 1,237,711 1,237,711
----------- -----------
Loss Per Share (Note 11) $ (0.10) $ (0.08)
=========== ===========
</TABLE>
See notes to financial statements
4
<PAGE>
SKLAR CORPORATION
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(Unaudited)
<TABLE>
<CAPTION>
For the Six months Ended
9/30/97 9/30/96
<S> <C> <C>
Net Cash Provided (Used) by Operating Activities 163,225 667,059
Net Cash Provided (Used) by Investing Activities (77,856) (3,458,153)
Net Cash Provided (Used) by Financing Activities (59,862) 2,662,225
----------- -----------
Net Increase (Decrease) in Cash 25,507 (128,869)
Cash at Beginning of Period 7,506 128,869
----------- -----------
Cash at End of Period $ 33,013 $ 0
=========== ===========
</TABLE>
See notes to financial statements
5
<PAGE>
SKLAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 MANAGEMENT'S REPRESENTATION
In the opinion of Management, the unaudited financial statements contain all
adjustments necessary to present fairly the financial position as of September
30, 1997 and the results of operations and cash flows for the period then ended.
NOTE 2 SHORT-TERM BANK BORROWINGS
On June 4, 1996 the Company entered into an amended and restated loan and
security agreement for a $3,750,000 line of credit, which reduced to $3,000,000
on March 31, 1997, and is collateralized by the sum of 80% of qualifying
accounts receivable plus 50% of inventories. Borrowings based on eligible
inventories may comprise up to 50% of the outstanding credit line amount.
Qualifying accounts receivable and inventory used as a basis for the September
30, 1997 borrowing totaled $3,624,483. Unused available credit at September 30,
1997 was $171,640. The amount of available credit line is dependent upon the
balance of qualifying accounts receivable and inventory and is therefore subject
to change.
Borrowings from this line bear interest at the Bank's National Commercial Rate
(BNCR) plus 1.25% (one and one-quarter percent). At September 30, 1997 the BNCR
was 8.50%. The interest expense on short-term bank borrowings for 1997 and 1996
amounted to $137,963 and $135,798, respectively. The company is required to
provide for interest rate protection.
The terms of the borrowing agreement state that the Company may not, without
prior consent of the lender, declare or pay any dividends or incur additional
debt or obligations. The Company's President, Mr. Don Taylor, personally
guaranteed all obligations under this agreement secured by a lien on his
personal assets and his common and preferred shares of the Company's stock. In
addition the company must meet certain working capital, net worth and tangible
net worth requirements at various times during the line of credit agreement
which expires June 30, 1998. At September 30, 1997, the bank has waived
compliance with one of these covenants.
6
<PAGE>
SKLAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 LONG-TERM DEBT
The company has a long-term borrowing arrangement with CoreStates Bank,
guaranteed by the United States Small Business Administration, with a balance of
$220,000 at September 30, 1997. The loan is payable in monthly installments of
$10,000 plus interest at New York's Prime Rate plus 2.25% through December 1999.
The prime rate was 7.75% at September 30, 1997. This loan is secured by the
Herwig inventory and all of the company's other tangible and intangible assets.
The company has a long-term obligation to the former owner at Dental Corporation
of America for $117,130 at September 30, 1997. Payments on this note are due at
$5,000 per month including interest at 20.1%. The company has not made payments
on this obligation since September 30, 1996, but continues to reflect the
liability (see Item 1(A), Legal Matters under Part II, Other Information.)
Effective May 31, 1996 the Company acquired certain assets and assumed
certain liabilities of Surgical Medical Specialists, Inc. (SMS) valued at
$3,306,791. The purchase price was allocated $1,999,347 to inventory and
$1,307,444 to goodwill. The purchase was financed by $1,700,000 drawn against
the Company's amended credit line agreement with CoreStates Bank, $900,386
assumption of SMS liabilities and $706,405 of notes payable to the Seller. The
Company is pursuing its legal rights regarding its acquisition of the business
as a result of developments about which the company has become aware (See Item 1
(B)., Legal Matters under Part II, Other Information).
The liabilities assumed in this transaction are payable to vendors with
whom there either is an already existing relationship or where there is expected
to be a continuing relationship of that already established by SMS. These
liabilities were payable by SMS under various trade term arrangements which do
not bear interest. As a result of developments and information learned since
acquisition, Sklar's management is of the opinion that the principals and a
relative defrauded Sklar, and accordingly, Sklar is seeking punitive damages
from those individuals as well as asking the panel of arbitrators to cancel all
moneys that Sklar owes to those principals and their creditors. As such, no
payments have been made on these liabilities since September 1996, and they have
been classified as Other Liabilities on the Balance Sheet.
The notes payable to the seller of $706,405 bear interest at 9% and are
payable in a lump sum amount of $200,000 on December 1, 1996 and then in
eighteen equal installments of $33,333 commencing June 1, 1997. No payments have
been made on these notes, but the balance has been reduced by the estimated
value of inventory now in the possession of the United States Government.
7
<PAGE>
SKLAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 BUSINESS OPERATIONS
The Company imports and distributes under the Sklar, Misdom-Frank and other
trademarks hand-held, non-electronic instruments for the surgical, dental and
veterinary fields.
In November 1994 the Company purchased the inventory of the Herwig Division of
the General Medical Corporation (GMC). As part of the purchase agreement, the
Company entered into a long-term marketing agreement to supply GMC with its
medical instrument needs.
No changes have occurred in the company's business operations in the six months
ended September 30, 1997.
NOTE 5 INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
NOTE 6 EQUIPMENT AND IMPROVEMENTS
Equipment and improvements are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are provided generally on the
straight-line method over the useful lives of the assets which are estimated to
be three to ten years for equipment and the shorter of the life of the lease or
the life of the asset for leasehold improvements.
NOTE 7 GOODWILL AND CATALOG DEVELOPMENT COSTS
Goodwill is amortized over fifteen or twenty years, and catalog development
costs are being amortized at various schedules ranging from 1 - 5 years for the
six month periods ended September 30, 1997 and 1996.
NOTE 8 INCOME TAXES
Income taxes represent the State tax due. Federal income taxes payable are
offset by net operating loss carry-forwards and goodwill is reduced accordingly
to reflect the utilization of the loss carry-forwards. No tax loss
carry-forwards exist to offset state income tax payable.
As a result of the merger of Medco Jewelry Corporation and Misdom-Frank
Corporation, management believes there may be federal net operating loss
carry-forwards available to Medco Jewelry Corporation at the date of merger that
have transferred to Sklar Corporation. Such loss carry-forwards and additional
post-merger operating losses totaling approximately $1,946,000, which expire in
1998 ($910,000), 1999 ($50,000), 2000 ($14,000), 2001 ($461,000), and 2002
($511,000), are available as deductions from federal taxable income of future
years.
8
<PAGE>
SKLAR CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 STOCKHOLDERS' EQUITY
As of September 30, 1997, of the 1,500,000 shares of Common Stock authorized,
1,237,711 are outstanding. Of the Series A Convertible Preferred Stock, 24,825
shares are issued and outstanding.
The Series A Convertible Preferred Stock may be redeemed by the Company after
March 1, 1986 at a price of $100 per share and is entitled to a liquidation
preference of $100 per share plus cumulative dividends. Annual dividends of
$12.50 per share accrue cumulatively on the Series A Convertible Preferred Stock
commencing on July 1, 1984, payable on June 30 of each year commencing June 30,
1985. No dividends have been declared in the years 1988 through 1997.
NOTE 10 SALES
A sale is recorded when title to the product passes to the customer.
NOTE 11 NET LOSS PER SHARE
Net loss per share is computed by dividing the net loss applicable to common
shares by the weighted average number of shares of Common Stock outstanding
after giving effect to the ratably accrued preferred dividend. No effect has
been given to Common Stock equivalent shares as such would be anti-dilutive.
NOTE 12 CASH FLOW INFORMATION
For purposes of the statement of cash flows, the Company considers cash in bank
and on hand as cash equivalents.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid amounted to $151,273 in the six months ended September 30, 1997,
and $162,808 in the six months ended September 30, 1996.
Income taxes paid amounted to $0 in the six months ended September 30, 1997, and
$8,500 in the six months ended September 30, 1996.
9
<PAGE>
SKLAR CORPORATION
MANAGEMENT DISCUSSION AND ANALYSIS
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. The discussion should be read in
conjunction with the financial statements and notes thereto appearing elsewhere
herein.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of net
sales for certain items in the Company's Statements of Income for each period:
Income and Expense Items as Percentage of
Net Sales for the six months ended September 30
1997 1996
Net Sales 100.0% 100.0%
Cost of Sales 57.0 55.8
Gross Profit 43.0 44.2
Selling, General and
Admin. Expenses 39.5 40.4
Income Before
Interest & Taxes 3.5 3.8
Interest Expense 3.0 2.7
Income Before
Income Taxes 0.5 1.0
Net Income (Loss) 0.4 0.9
SALES
For the six month period ended September 30, 1997 compared to the six month
period ended September 30, 1996, sales were down $58,230 or 0.8%. This decrease
reflects the difficulties with the SMS acquisition.
COST OF SALES
Cost of sales as a percentage of sales increased 1.2% for the six month period
ended September 30, 1997 compared to the six month period ended September 30,
1996. This increase results primarily from the mix of products sold and the
increasing competitive sales pressure. As a result of increasing competitiveness
in the health care industry, management expects the business to show in future
periods lower than historical profit margin as a percent of sales.
10
<PAGE>
SKLAR CORPORATION
MANAGEMENT DISCUSSION AND ANALYSIS
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative expenses for the six month period ended
September 30, 1997 have decreased $85,842 or 3.1% from the six month period
ended September 30, 1996. The decrease in these expenditures is a result of
measures taken by management to remain competitive in this market which has
decreasing gross margins. Payroll and Selling expenses have most notably
decreased from the previous quarter.
INTEREST
Interest costs increased $ 19,942 or 10.5% for the six month period ended
September 30, 1997 compared to the six month period ended September 30, 1996 due
to increased average borrowing levels resulting from the acquisition on May 31,
1996 and the resulting increased accounts receivable and inventory. This impact
was partly offset by the decline in principal amount owed on the SBA loan.
INCOME TAXES
Federal income tax expense is reduced in both periods by the available net
operating loss carry-forwards. Income tax expense represents the state income
tax payable.
LIQUIDITY AND CAPITAL RESOURCES
The Company's revolving line of credit with CoreStates Bank is considered
adequate to meet the financing requirements of the Company in the foreseeable
future.
PART II - OTHER INFORMATION
ITEM 1 LEGAL MATTERS
The company has filed suit against the former principal of DCA for violating
terms of a non-compete agreement signed as part of a re-negotiated settlement
for the purchase of DCA. This suit will seek the return of all moneys paid to
the former principal to date. This case is currently under appeal to the
Superior Court of Pennsylvania and no assessment of the outcome of the case has
been made by legal counsel. Payments for this acquisition have been suspended
since September 1996 pending the outcome of this case.
The company's purchase agreement with the former owners of the business acquired
from Surgical Medical Specialists, Inc. (SMS) provided for disputes to be
handled through arbitration. Certain products and inventory acquired from SMS
are no longer being offered for sale by Sklar due to a government investigation
and information supplied to us by the former principals of Surgical
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL MATTERS, (continued)
Medical Specialists, Inc. The principals and a relative of the SMS business who
entered into employment agreements with Sklar have been terminated and certain
other charges are being implemented within the Company as a result of this
situation which may result in Sklar posting significant inventory write-offs as
well as rendering the value of goodwill as zero.
The management of the Company does not believe these circumstances will pose a
threat to the Company's ability to continue in business, but believes they will
have a significant impact on the benefit derived by the Company from the
acquisition of the Surgical Medical Specialists, Inc. As a result of
developments and information learned since acquisition, Sklar's management is of
the opinion that the principals and a relative defrauded Sklar, and accordingly,
Sklar is seeking punitive damages from those individuals as well as asking the
panel of arbitrators to cancel all moneys that Sklar owes to those principals,
their creditors and a firm they continue to own and operate. Notes from the
purchase and liabilities assumed from the Sellers continue to be reflected as
liabilities, but no payments have been made.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
As reported in registrant's form 10-Q for the quarter ended December 31, 1985
and as further discussed in Note 9 to the financial statements, the registrant
did not declare a dividend on its cumulative Series A Convertible Preferred
Stock on June 30, 1988 through 1997.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THE REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
SKLAR CORPORATION
/s/ Don Taylor
DON TAYLOR
PRESIDENT
November 3, 1997
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000064500
<NAME> SKLAR CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 33,012
<SECURITIES> 0
<RECEIVABLES> 2,656,423
<ALLOWANCES> 131,670
<INVENTORY> 3,773,837
<CURRENT-ASSETS> 6,679,333
<PP&E> 1,184,338
<DEPRECIATION> 614,150
<TOTAL-ASSETS> 9,329,820
<CURRENT-LIABILITIES> 5,696,993
<BONDS> 0
0
248
<COMMON> 123,771
<OTHER-SE> 2,019,172
<TOTAL-LIABILITY-AND-EQUITY> 9,329,820
<SALES> 6,903,869
<TOTAL-REVENUES> 6,903,869
<CGS> 3,932,599
<TOTAL-COSTS> 6,661,107
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 210,148
<INCOME-PRETAX> 32,614
<INCOME-TAX> 3,261
<INCOME-CONTINUING> 29,553
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,803
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
