UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File No. 1-6107
SKLAR CORPORATION
(Name of Small Business Issuer as specified in its charter)
Pennsylvania 44-0625447
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) Number)
889 South Matlack Street
West Chester, PA 19382
(Address of principal executive offices) (Zip code)
(610) 430-3200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of class)
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Check whether the issuer has (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ X ]
Issuer's revenues for the fiscal year ended March 31, 1999 were
$13,206,557.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant as of a specified date within 60 days prior to
the date of the filing. There have been no reported trades within the last
twelve months on which to base a determination of market value. The Company
filed a Transaction Statement on Schedule 13E-3 and a related Proxy Statement
under Regulation 14(a) in connection with a proposed going private transaction
and related one for 50,000 reverse split of the Company's Common Stock. If
approved, the price to be paid for fractional shares in the transaction is $.46
per share. Based on such price per share, the aggregate market value of common
stock held by non-affiliates was $61,653.
As of June 1, 1999 there were 1,104,940 shares of the issuer's Common
Stock outstanding.
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TABLE OF CONTENTS
ITEM PAGE
PART I
<S> <C> <C>
1. Business..................................................................................... 4
2. Properties................................................................................... 14
3. Legal Proceedings............................................................................ 14
4. Submission of Matters to a Vote of
Security Holders............................................................................. 15
PART II
5. Market for the Registrant's Common
Equity and Related Stockholder
Matters...................................................................................... 16
6. Management's Discussion and Analysis
of Financial Condition and Results
of Operations................................................................................ 17
7. Financial Statements......................................................................... 20
8. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure................................................................................... 20
PART III
9. Directors and Executive Officers
of the Registrant............................................................................ 20
10. Executive Compensation....................................................................... 22
11. Security Ownership of Certain Beneficial
Owners and Management........................................................................ 25
12. Certain Relationships and Related
Transactions................................................................................. 26
13. Exhibits and Reports on Form 8-K............................................................. 28
Signatures................................................................................... 29
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PART I
Item 1. Business
General
The Company imports and distributes high quality medical and surgical
instruments, including dental and veterinary instruments in the United States.
Recent Developments
The Company has filed a Transaction Statement on Schedule 13E-3 and a
related Proxy Statement under Regulation 14(a) in connection with a proposed
going private transaction and related one -for-50,000 reverse stock split of the
Company's Common Stock, which would result in the reduction of the number of
shares of Common Stock issued and outstanding from 1,104,940 shares to 12 shares
and a cash payment of $.46 per share, in live of the issuance of any
transactional shares of common stock following the reverse split. After the
reverse stock split, the Company will be able to cease being a reporting company
under the Exchange Act, and the Company would no longer file annual and
quarterly reports, proxy statements, and other documents with the SEC.
In addition, the Company would no longer be required to comply with the
proxy rules of Regulation 14A promulgated under Section 14 of the Exchange Act,
and its officers, directors and 10% or greater stockholders would no longer be
subject to the reporting requirements and "short swing" security trading
restrictions under Section 16 of the Exchange Act. Continuing stockholders will
no longer be entitled to receive annual reports and proxy statements.
Organization
The Misdom-Frank Corporation ("MFI") was incorporated in 1938 in the
State of Delaware to import and distribute high quality German surgical
instruments in the United States. The product line was subsequently broadened to
include dental and veterinary instruments. In 1983 MFI merged with Medco Jewelry
Corporation and the name of the Company was changed to Medco Group Incorporated
("Medco"). In 1984 the jewelry operation was closed. In 1985 Medco purchased
substantially all of the assets (other than real estate) and certain liabilities
of the J. Sklar Manufacturing Co., Inc. , a well-respected manufacturer and
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distributor of surgical instruments that had been in continuous operation since
1892. In 1986 the entire operation was moved to West Chester, Pennsylvania.
Medco was subsequently reincorporated in Pennsylvania in 1990 and in 1993
changed its name to Sklar Corporation.
The Company made the following acquisitions since 1986.
1. Dental Corporation of America ("DCA") Acquired in 1990 to
strengthen the Company's strategic position in the dental sales
segment.
2. Simpson/Bayse ("S/B") in 1993. The Company purchased certain
assets of S/B to expand its obstetrical and gynecological line and
strengthen the Company's strategic position. Although the Company
has ceased marketing under the Simpson/Bayse trade name, many of
the products from the Simpson/Bayse line have been integrated into
Sklar's product line.
3. Herwig Division-General Medical Corporation ("GMC") in 1994. This
purchase included inventory, certain assets and a marketing
agreement whereby the Company supplied GMC with the surgical
instrument needs of its customers for a fifty-month term. This
agreement has since been extended for an additional fifty months.
The purchase and marketing agreement opened GMC's supply chain to
the Company, strengthening its position in primary and acute care
markets and serves as a model for other large vendor
relationships.
4. Surgical Marketing Specialists, Inc. ("SMS") in 1996. The purchase
was an asset purchase of certain inventory, customer lists, and
rights. The focus of the purchase was to (i) meet the needs of the
Company's customers in a consolidating medical supply environment
and (ii) acquire product lines whose values could be leveraged
with the Sklar brand name.
5. Dittmar Inc. in 1999. The purchase was an asset purchase of
certain inventory, customer lists, and rights. This purchase added
a small incremental sales volume and a new I.V. product line for
the Company's new catalog.
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The Company currently markets products through two divisions. The
surgical instrument division is made up of lines that are primarily hand held
surgical instruments, products that are complementary such as the instrument
care and cleaning line, line extensions such as sterile procedure kits, and new
low cost/low margin disposables such as scalpels and blades. The surgical
instrument division accounts for 94.1% of the Company's revenue. Due to the
combination of the Sklar brand name and the Company's relationships with the
largest full line medical products distributors, the Company believes itself to
be a "supply chain manager" rather than a traditional distributor. The
orthodontics division accounts for 5.9% of the Company's revenue as a "direct
seller" to a niche market of orthodontists.
Products
The surgical instrument division is made up of the combined Sklar,
Dittmar, and SMS product lines. The Company strategy is to concentrate on
promoting instruments of general use for which demand is recurring such as
scissors, hemostats, and needle holders, rather than to emphasize instruments of
special use for which significant research and development expenditures are
required to compete with companies with greater financial resources. The major
medical areas of specialization utilizing the Company's instruments are
dermatology, cardiology, obstetrics and gynecology, plastic surgery, neurology,
orthopedics, ENT, microsurgery, laparoscopic, central supply, and general
surgery.
Surgical instruments stocked by the Company are primarily manufactured
in Germany and Pakistan. German instruments are typically considered by
consumers to be of a higher quality and are primarily used in operating rooms.
Pakistani products are lower priced and used in those areas of the hospital
where disappearance rates are high and the requirement for precision is lower;
and in sterile procedure kits.
During the last year the Company focused on strengthening its
relationships with key accounts and the addition of new product groups to its
product line. These products include specialty medical sponges, sterile
processing products, disposable gynecological instruments, instrument trays,
containers and related medical accessories. As with the new product groups
introduced the preceding last year, these new items were chosen to take
advantage of, (i) the consolidating medical supply environment, (ii) the
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shifting age demographics of the general population and, (iii) the desirability
of disposable products that are safer for the healthcare worker, and save labor
and energy for the end user. The new items added to the line in the past two
years form a cohesive category that the Company has integrated into its new
"Disposable and Central Supply Catalog". This catalog, printed in June 1999,
will be introduced to customers during the current fiscal year. The Company
believes these new products, if they gain market acceptance, will increase the
Company's net sales. Although the sales from these products last year were not
sufficient to affect gross margin, as the sales from these new products
increase, the Company expects a decline in gross margin since disposable
products generally carry a lower percentage profit than non-disposable
instruments. While the Company has successfully test marketed several new
disposable products, there are no assurances that all of these new products will
find customer acceptance due to potential conflicts with existing distributor
product lines and existing group purchasing organization ("GPO") vendor
contracts.
In March 1999, the Company purchased inventory and selected assets of
the Dittmar Instrument Company. While the incremental sales from Dittmar, do not
materially affect Sklar, the Company did acquire a new I.V. product line, which
is incorporated in its new catalog.
The Company is currently developing independent Internet sites for the
Sklar and DCA brands. The sites provide a forum for the introduction of new
products, surgical resources for customers, customer assistance and a developing
online catalog, which will aid our distributor customers and end users.
The Company continues to explore the acquisition of companies, and the
acquisition or development of additional products in order to augment its lines.
Sklar will attempt to leverage the value and marketability of acquired products
using the Sklar brand name, marketed through current distribution channels.
Markets
The continuing trend in the healthcare industry is the move to managed
care and its resulting emphasis on cost reduction. This places significant
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pressure on pricing as well as product utilization and has caused the
consolidation of distributors, GPO's, hospitals and other end users. Healthcare
is more often being provided in a variety of alternative care centers ranging
from sub-acute care to freestanding surgery centers to doctors' offices.
Management believes the Company is positioned to reach all of these markets. The
Company either has or is pursuing contracts and/or agreements with the major,
full line, distributors to these markets. Although the contracts and agreements
do not guarantee exclusivity, it has been the Company's experience that once its
products are accepted by the distributor, the products are sold ahead of the
competition. The Company's strategy is to leverage this effort through its own
inside and outside sales force that markets directly to the end user to cause
pull through demand. The Company has continued its pursuit of GPO contracts and
during the past year signed several local, regional and national contracts. To
date, the Company has just begun developing these contractual relationships and
they are currently not producing significant sales growth. It is the Company's
intention to continue to pursue GPO contracts, however the Company's late entry
to this market may place it at a disadvantage when competing against instrument
companies with existing contracts. Although the Company has signed local
contracts, it has not yet successfully executed regional and national GPO
contracts to the point of material sales growth. Generally hospitals belong to
local, regional and national buying groups. Sklar's risk is that although it has
local contracts, the regional and national purchasing contracts often override
these local agreements.
The market for the Company's products is also affected by the aging
population. The increasing average age of the population increases the use of
cardiology, orthopedic, laparoscopic and neurology products. The Company is
attempting to strengthen these product lines by the addition of new items while
maintaining a strong presence in areas such as obstetrics and gynecology, as
well as the introduction of disposable products. The Company maintains and will
expand its products utilized in minimally invasive surgery which is both a
characteristic of preventive care and one of the key elements in reducing
hospital length of stay .
The Company markets its products through the medical distribution
network of large and small dealers. The Company's products are advertised in
trade periodicals and also exhibited at industry trade shows. The Company has
approximately 5,000 active accounts. Approximately 4,000 of these are small
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volume DCA customers. As a result of the continuing industry consolidation the
Company's sales are concentrated among its few largest customers which account
for approximately 56% of the Company's volume.
Sources of Supply
Instruments
Instruments are purchased from approximately 115 suppliers primarily in
Germany and Pakistan. Purchases from these vendors are paid for in Deutsche
Marks and U.S. dollars respectively. These instruments are produced to the
Company's exacting specifications, generally under non-exclusive arrangements.
Although the Company and its competitors primarily sell instruments utilizing
standard patterns which are not patented, the Sklar product lines include a
number of items of unique design with Sklar brand identity.
Disposable and Other Products
Disposable products are purchased from approximately 20 vendors in the
United States and the world. Payment for these items are made in U.S. dollars.
These products are not sourced from the traditional instrument vendors. The
disposable products carry the Sklar brand name and packaging with an ordering
lead-time of up to six months.
Instrument Inventory and Lead-Time
Although the changing healthcare market has enabled the Company to make
less of its purchases in foreign currency the Company's earnings can still be
affected by currency fluctuations. The substantial lead times between order date
and delivery date (ranging up to six months) require that the Company maintain
substantial inventory levels to serve its customers' needs. This is due to the
fact that high fill rates and quick delivery are key to maintaining competitive
advantage. The Company believes that its operations do not differ materially
from other companies in the industry with respect to inventory carrying costs.
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Competition
The Company is faced with two distinct types of competitors. One is the
"direct selling" company. The other is the "dealer oriented" company. The
"direct selling" companies are manufacturers that are typically divisions of
large corporations having their own sales force who call on and sell directly to
the end-user, primarily hospitals. The "dealer oriented" companies tend to be
smaller and with the exception of the Company, privately owned. The "direct
selling" companies account for approximately 70% of the sales to end users but
the Company believes the market share held by "dealer oriented" companies such
as itself, has been stable in recent years. The Company believes that the
"dealer oriented" companies control approximately 30% of the instrument market.
The Company believes that there are approximately three significant "dealer
oriented" companies and six "direct sales" companies.
Competitive Strengths
The Company believes the following factors have been critical to its
success to date and will be important in realizing growth potential in the
future.
Broad Product Offering
The Company offers a broad range of products consisting of over 10,000
unique items (SKU's) for use in a wide range of procedures. Within the broad
range of products are distinct "grades" of products. The Company's customers may
purchase the same device in a low cost disposable version, the finest crafted
German version, or four grades and prices in between, depending upon the
application and the customer's budgetary requirements.
Established Relationships With Distributors
The Company either has contracts or agreements with the major industry
distributors or is pursuing them. These agreements provide for "preferred
status" or some form of "partnering" agreement, giving the Company access to the
distributors supply chain. Not only is this important in view of the pressure in
the healthcare industry to consolidate suppliers, it is the method by which the
Company will seek to put its new products into the market. The large
distributors have extensive sales forces allowing the Company to have access to
a significantly larger number of end users than would be possible through its
own sales organization.
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Leveraged Sales Organization
The Company employs more than thirty-five sales and marketing
personnel. It develops specialty catalogs, extensive promotions and sample
programs in-house. Active coordination of these programs through the distributor
sales organization to the end user, leverages Sklar's sales effort into a much
larger presence in the market.
Customer Service Focus
The Company's sales and service operation provides customers with fast,
knowledgeable responses to their inquiries, fast and accurate order turnaround,
and is Electronic Data Interchange ("EDI") capable.
Sklar Brand Name
The Company believes its Sklar brand name is well recognized and has
been highly respected for over 107 years. Although the Company maintained the
lines it acquired through acquisitions for many years such as Herwig and Germain
Prime, it is currently reducing the number of SKU's in those lines to only the
products with the highest demand with the plan of eventually phasing the lines
out entirely. Additional lines that are completely different from the Sklar line
of hand-held surgical instruments, such as disposables, sterile kits, and
syringes, are being brought under the Sklar umbrella. The Company believes this
process to be effective in the marketplace and will streamline and lower the
costs of internal operations.
The Leverage of the Sklar Brand Name and The Sales Organization Through
New Products and Supply Chain Management.
The Company believes its highly visible and well respected Sklar name
will enable it to continue to create successful partnering agreements with major
distributors further enhancing its sales organization. To take full advantage of
the supply chain it has created, the Company plans to continuously develop or
acquire new products that are branded Sklar and managed through the supply chain
to the end user.
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Patents and Trademarks
The Company has no material patents. The Company has registered the
following trademarks: "Misdom-Frank", "Merit", "MIFCO", "Ralks", "Sklar",
"SklarCut", "SklarHone", "SklarKleen", "Sklar Polish", "SklarLite", "Sklar
Lube", "Sklar Soak", "Sklar Disinfectant", "Sklarlite", "SklarGrip",
"SklarEdge", "SklarFresh", "Sklar InstruGuard", "SurgiOR", "Econo", "SMS",
"Dittmar", "Herwig", "DCA", "TraGinAte", and "KnoKurl". The recognition of these
trademarks is considered to have significant commercial value.
Government Regulation
The Company's products are medical devices and as such are subject to
the provisions of the Federal Food, Drug and Cosmetic Act ("FDCA") and
implementing regulation. Pursuant to the FDCA, the Food and Drug Administration
("FDA") regulates the manufacturing, distribution, labeling, and promotion of
medical devices in the U.S. Additionally, various foreign countries in which the
Company's products are or may be distributed impose additional regulatory
requirements.
The FDCA provides that, unless exempted by regulation, medical devices
may not be distributed in the U.S. unless they have been approved or cleared for
marketing by the FDA. The vast majority of the Company's products are Class I
devices that have been exempted by regulation and do not require approval. A
very few products have been qualified for clearance to be marketed under section
510 (k). Under this section, the Company requires the manufacturer to provide a
pre-market notification that it intends to begin marketing the product and shows
that the product is substantially equivalent to another legally marketed
product.
The FDCA requires that all medical device distributors register with
the FDA annually. Distributors must also comply with labeling requirements,
Quality System Regulations, and good manufacturing practices (GMP). The FDA
inspects medical device distributors and has authority to seize non-complying
medical devices, to enjoin and/or impose civil penalties on distributors
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marketing non-complying medical devices, to criminally prosecute the violator
and to order recalls in certain instances. The Company believes it is in full
compliance with all FDCA, GMP, and Quality System Regulations.
Since a large percentage of its products are imported, the Company is
also subject to regulation by the U.S. Customs Service, particularly relating to
"country of origin" markings. The Company believes it is in full compliance with
all regulations.
To the extent they apply, the Company believes it is in compliance with
all regulatory requirements of OSHA, EPA, and others.
Research and Development
Generally the Company is a distribution company and does not perform
research and development of new products.
Costs of Compliance to Environmental Regulations
The Company incurs minimal costs associated with environmental laws and
regulations.
Employees
The Company currently has approximately seventy employees including its
principal executive officers. None of its employees are covered by collective
bargaining agreements. The Company believes its employee relations are
satisfactory. The Company provides a 401(k) savings plan with matching
contribution and profit savings features.
Year 2000 Issues
The Company has retained a consulting firm to assist the Company in
determining any Year 2000 weaknesses and to aid the Company in converting its
information systems from a mainframe/mini computer based system to a NT SQL
compliant database system. The Company uses a management information system to
process orders, and to control the purchasing and distribution functions of the
company's business. Additionally, the system provides information and reports
that management needs to monitor the operations and make informed decisions.
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Management has done preliminary tests on the current application software and
underlying database and found it to be Year 2000 compliant. It is anticipated
that full conversion to new hardware, software and operating environment will be
completed by September, 1999, with the final testing to be completed by October,
1999. Support software, including Sales Management software, Accounting
software, EDI software, and General Office software, is the most current
versions, all of which were purchased and installed during 1997 through 1999.
The Company believes these to be fully compliant. Testing of these products will
occur in the 3rd quarter of 1999.
The Company's consulting firm will be communicating with key customers
to coordinate Year 2000 compliance with the EDI transmissions. The Company's
products contain no electronic parts and therefore, no compliance issues exist.
Item 2. Properties
The Company's executive offices, warehouse, and all operations are
presently located at 889 South Matlack Street, West Chester, Pennsylvania,
19382. The building consists of approximately 10,000 square feet of office space
and 12,500 square feet of warehouse space and is leased at an annual rental of
$232,800. The current lease expires December 11, 2008. The Company believes its
current space sufficient for the core business needs of handheld surgical
instruments. However, as the sales of the new disposable line increase,
additionally warehouse space will be required. The Company is currently in
negotiations to lease additional local warehouse space for these bulk products.
Item 3. Legal Proceedings
The Company filed suit in 1992 against the former principal of DCA for
violating the terms of a non-compete agreement signed as part of a re-negotiated
settlement for the purchase of DCA. The suit seeks the return of all monies paid
to the former principal. The case is currently under appeal to the Superior
Court of Pennsylvania and no assessment of the outcome of the case has been made
by counsel. Payments for DCA have been suspended since September 1996.
Settlement negotiations are currently ongoing and a satisfactory outcome is
anticipated.
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Settlement was reached prior to arbitration in the matter of the asset
purchase agreement with SMS. The settlement was to the satisfaction of the
Company although certain inventory has been written off as a result of its
non-saleable properties. Certain other inventory may be written off as well.
The Company filed suit in the Court of Common Pleas for Chester County,
Pennsylvania against an entity knows as "Endo-Surgical Systems, Inc." ("ENDO")
in February of 1998. Endo is controlled by the Company's former Controller. The
suit alleges misappropriation of trade secrets and conversion, tortious
interference with existing contractual relations, and tortious interference with
prospective economic advantage. Injunctive relief is sought in addition to
damages, costs, and fees. In December of 1997, the Company also filed in the
court of Common Pleas for Chester County, a Writ of Summons against the former
controller, personally. The Company then conducted a fact-finding effort and, as
a result, a complaint was filed in May of 1998. The complaint alleges, among
other things, that the former Controller has violated the standards of conduct
in the practice of public accounting and engaged in misappropriation of trade
secrets and conversion, breach of fiduciary duties and confidential
relationship, tortious interference with existing contractual relationships,
tortious interference with prospective economic advantage, defamation and trade
libel, breach of contract, and fraud and misrepresentation. Injunctive relief,
damages, costs and fees are sought. Defendants in both cases have filed counter
claims and the litigation is ongoing. Trial date for this action has been
scheduled for September, 1999.
Item 4. Submissions of Matters to a Vote of Security Holders
No matters were submitted to a vote of the holders of the Company's
Common Stock during the fourth quarter of the Company's fiscal year ended March
31, 1999.
The Company filed a preliminary proxy statement and a Schedule 13-E3
with the Commission on January 14, 1999 for the purpose of effectuating a
reverse split of its common stock. If effected, it will allow the Company to
cease to be a reporting company under Section 12. See Item 1. Recent
Developments. A special meeting of shareholders will be held for the purpose of
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voting on the reverse split proposal. No date has yet been set, although the
Company anticipates that the meeting will be held in August, 1999.
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
Except for limited or sporadic transactions, there is no established
public trading market for the Common Stock of the Company.
As of June 1, 1999 the Company had 766 holders of record of its Common
Stock. The Company believes there are approximately 1000 beneficial owners of
the Company's Common Stock.
The Company has not paid any dividends on its Common Stock and does not
foresee that it will pay dividends on its Common Stock in the near future. Under
the terms of the Company's bank agreements, the Company may not pay any
dividends without the consent of the bank. Additionally, under the terms of the
Company's Series A Preferred Stock issue, no dividends may be paid on the Common
Stock until full cumulative dividends have been paid upon the Preferred Stock.
Under the terms of the Company's Series A Preferred Stock, an annual dividend of
$12.50 per share accrues cumulatively on June 30. No dividends are payable
unless declared by the Board of Directors. On June 17, 1985 the Board of
Directors voted not to declare the first such dividend (which would have been
paid June 30, 1985). Due to operating cash requirements and bank restrictions,
the Board of Directors has continued to decline to declare dividends in all
subsequent years.
Under the terms of the Preferred Stock, if there exists cumulative
unpaid preferred dividends, the holders of the Series A Preferred Stock, voting
separately as a class, are entitled to elect a number of additional directors to
the Board of Directors of the Company sufficient to cause such directors to be a
majority of the Board. Currently of the five Board members four are holders of
Preferred Stock. These Board members and Preferred Stockholders own or control
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approximately 58.1% of the outstanding preferred stock. See Management's
Discussion and Analysis of Financial Condition and Results of Operations.
Item 6. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
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. This discussion should
be read in conjunction with the financial statements and notes thereto appearing
elsewhere herein.
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 a Percentage of Net Sales
Years Ended March 31
1999 1998
Net Sales 100.0% 100.0%
Cost of Sales 52.9 55.5
Gross Profit 47.1 44.5
Selling, General & Admin. Expenses 43.4 40.0
Other Expense 0.0 0.1
Income Before Interest & Taxes 3.7 4.4
Interest Expense 1.2 2.3
Income Before Income Taxes 2.5 2.1
Net Income 2.1 1.8
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Results of Operations
1999 Compared to 1998:
Net sales for 1999 decreased 4.1% from 1998. Competitive pressures
contributed greatly to this fact. The loss of a major bulk commodity Pakistan
instrument customer during 1998 had a full year impact on sales in 1999.
Management believes that effect of these events will be overcome by the
introduction of the new disposable product line and there will be no long-term
effect on future sales growth.
Cost of sales, as a percent of sales decreased from 55.5% in 1998 to
52.9% in 1999. Product mix accounts for part of this especially considering the
loss of low margin sales referred to above and the favorable effect that loss
had on gross margin percentages. The exchange rate effect on purchases of German
products continued in a favorable direction and the currency gain experienced in
1999 was $135,919 compared to $103,169 in 1998. Management believes that the
decrease in the cost of sales is a short term aberration. GPO contract pricing,
key account agreements, and the increasing influence of new disposable products
are still expected to reduce gross margin over the next few years.
Selling, general and administrative expenses for fiscal 1999 increased
$222,972 or 4.0% from fiscal 1999. Payroll and fixed labor related costs were
consistent with the prior year. Professional fees related to ongoing litigation
and proposed going private transaction and related reverse stock split have
contributed largely to the increase.
Effects of Dollar Strength
In 1999 and 1998 the Company purchased 51.4% and 40.7%, respectively,
of its medical instrument products in Deutsche Marks. Orders are placed in
Deutsche Marks and payment is made within three to six months after the order is
placed. The Company has engaged in forward purchases of foreign currency. During
the year ended March 31, 1999, the Company's involvement in this activity, which
generally equates to one to two months of anticipated purchase payment, provided
an effective hedge against the potential for increases in the cost of purchasing
German Deutsche Marks. The effect on earnings during the year was immaterial.
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During 1999 the Deutsche Mark continued to weaken against the dollar resulting
in a $135,919 benefit to the Company. A similar effect of the dollar
strengthening in fiscal 1998 resulted in a gain for the year of $103,169. Should
the Deutsche Mark increase in cost relative to the dollar the Company would
expect a significant decrease in earnings and a higher cost of goods until the
effect could, if possible, be passed on to the customer as a price increase. In
today's highly competitive medical industry, there is no guarantee that the
Company would be able to pass on a price increase; therefore, the Company's
annual earnings can be affected by the volatility in the value of the dollar to
the Deutsche mark.
Liquidity and Capital Resources
The Company primarily funds its operations by cash provided by
operating activities. The 1999 income level and recurring non-cash expense
contributed $640,000 to working capital, which amounted to $1,538,000 at March
31, 1999. Increases in trade accounts payable and accrued expenses from 1998,
aggregating $951,000, allowed the Company to eliminate the March 31, 1998 cash
overdraft and significantly pay down the credit line at March 31, 1999.
The Company's peak short-term borrowing during 1999 existed at the
beginning of the year and generally decreased throughout the year with slight
spikes in borrowing in July and November. Available borrowing under the new line
of credit facility amounted to $758,000 at March 31, 1999. Further decreases in
certain remaining inventory product group redundancies through selloff may
further improve liquidity.
Capital additions during fiscal 1999 were funded exclusively from
operations. It is felt that normal future capital additions can be funded from
operations. The remaining balance of the SBA loan, in the amount of $160,000,
was paid off during 1999.
In December , 1998, the Company secured a new credit facility from a
bank, which included a $2,000,000 line of credit, collateralized by the sum of
80% of qualifying accounts receivable plus 50% of eligible inventories. The
inventory component cannot exceed 50% of the borrowing base. Qualifying accounts
receivable and inventories used as a basis for the March 31, 1999 borrowing
totaled $4,573,777. Management believes that cash flows from operations,
-19-
<PAGE>
combined with amounts available under the current bank facility, will be
sufficient to meet the Company's liquidity needs in the foreseeable future.
Item 7. Financial Statements
See the Financial Statements listed in the accompanying Index to
Financial Statements on Page F-1 herein. Information required by Schedules
called for under Regulation S-X is either not applicable or is included in the
Financial Statements or notes thereto.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures
Not Applicable.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The Directors and Executive Officers of the Company, their ages, their
principal occupations during the past five years or more, and directorships of
each in public companies in addition to the Company are as follows:
Don Taylor. Mr. Taylor, age 53, was appointed to the Board in November
1988 and was elected President of the Company in January 1989. From 1986 to 1989
he was retained as a "turn around" consultant to the Company. From 1969 to 1982
he owned and operated a chain of drug stores. Additionally, from 1981 until 1986
he owned a consulting firm specializing in the turn around of financially
troubled companies. His experience includes operations, sales and marketing.
Michael Malinowski. Mr. Malinowski, age 45 was appointed to the Board
in April, 1991, and has served as Executive Vice President since 1994 and Chief
Financial Officer since 1998. He has been employed by the Company since 1986 in
the positions of General Manager and Vice President of Operations. Mr.
Malinowski has a background in computer systems management and operations. His
responsibilities as Chief Financial Officer include the oversight of the
financial department and Information Systems.
-20-
<PAGE>
Michael Viner. Michael Viner, age 51, has been Vice President of
Operations since January, 1999. Prior to joining the company and for the past
four years, Mr. Viner was engaged by the company as a consultant to advise the
company on various operations matters, including warehouse and regulatory
systems. Mr. Viner's background includes 30 years with consulting firms
specializing in productivity improvement and cost reduction for Fortune 500
companies.
George Kellam. Mr. Kellam, age 59, was appointed to the Board in 1993.
Mr. Kellam has been the owner and President of G&M. Enterprises, Inc, a company
which specializes in the advertising and promotional business, for twenty years.
William R. Knepshield. Mr. Knepshield, age 64, was appointed to the
Board in 1991. Mr. Knepshield has twenty-one years experience as the Chief
Executive of several publicly held companies involved with the medical
technology field and the inventions of innovative medical devices. From 1989 to
1993 Mr. Knepshield was president and Chief Executive Officer of KMI, Inc. a
company involved in the development and sale of sophisticated microsurgical
instruments for opthalmology. Currently Mr. Knepshield is president and Chief
Executive Officer of WBSK, Inc. which has developed and owns numerous patents
pertaining to needles and the protection of healthcare workers.
Albert Wicks. Mr. Wicks, age 50, was appointed to the Board in 1990.
Mr. Wicks has been the owner, President and Chairman of C&S Medical Supply, a
company specializing in the distribution of medical supplies to the physician
market, for fourteen years. Prior to founding C&S Medical Supply, he spent
thirteen years in sales and management of Foster Medical, a company that
specializes in sales of supplies to physicians.
Terms of Office
Directors are elected at each Annual Meeting of Shareholders and serve
for a term of two years. Officers serve at the pleasure of the Board of
Directors.
-21-
<PAGE>
Item 10. Executive and Director Compensation
Summary Compensation Table
The following table sets forth the aggregate cash compensation paid by
the Company for the fifty-two weeks ended March 31, 1999 to those executive
officers whose salary and bonus exceeded $100,000 and the Chief Executive
Officer.
-22-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Long-Term Awards
Annual Compensation Compensation
Name and Principal Other Annual Restricted Securities All Other
Position Compensation Stock Underlying Compensation
Year Salary Bonus (1) Award(s) Options
Don Taylor President 1999 $163,096 $26,463 $20,090 0 0 0
1998 $163,765 $40,000 $12,540 0 0 0
1997 $170,190 0 $14,561 0 0 0
Michael Malinowski 1999 $100,993 $86,758 $65,706 0 0 0
Vice Pres., Chief 1998 $103,931 $34,500 $10,281 0 0 0
Financial Officer 1997 $125,364 0 $19,761
</TABLE>
(1) For 1999, Mr. Taylor's Other Annual Compensation includes
$5,851automobile allowance and $14,239 matching 401(k) contributions
and the Company's profit sharing contribution. Profit sharing
contributions are allocated among all participants in the 401(k) Plan.
For 1999, Mr. Malinowski's Other Annual Compensation includes $46,000,
representing the estimated market value of a 100,000 share stock grant
which was valued at $.46 per share as determined by the Woodward Group
in connection with reverse stock split. Also included is $5,467
automobile allowance and $14,239 matching 401(k) contributions and the
Company's profit sharing contribution.
-23-
<PAGE>
Stock Option Grants
The Company granted no stock options or stock appreciation rights in
the last fiscal year.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last
Fiscal Year and FY-End Option Values
# of Securities Value of
Underlying Value of unexercised
Unexercised unexercised in-the-money
Shares Value # of Securities Underlying Options at in-the-money option at
acquired on Realized Unexercised Options at FY-End option at FY-End FY-End
Name exercise (#) ($) 1 FY-End Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------- ------------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Don Taylor 100,000 21,000 0 0 0 0
0 0 4,000 Preferred Shares 0 *2 0
Michael Malinowski
100,000 26,000 0 0 0 0
</TABLE>
Director Compensation
Directors who are officers or employees of the Company receive no
additional compensation for service as members of the Board of Directors.
Directors who are not officers or employees of the Company receive such
compensation for their services as the Board of Directors may from time to time
determine. Non-employee directors receive a fee of $500 for each board and
shareholder meeting attended.
The Company does not have a standing audit, nominating or compensation
committee.
__________________________
1 Value determined based on market value of shares and exercise price of
shares on exercise date.
2 Represents options to purchase shares of Series A subordinate preferred
stock at $10.00 per share granted in 1988. These options expire December
31, 2002. The Company is unable to determine the value of these options at
FY-end.
-24-
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information as of June 1, 1999
regarding the beneficial ownership, as defined in regulations of the Securities
and Exchange Commission, of (i) each person who is known to the Company to be
the beneficial owner of more than 5% of any class of the Company's voting
securities, (ii) each director of the Company, and (iii) all directors and
executive officers as a group. On June 1, 1999, there were 1,104,940 shares of
the Company's Common Stock, 22,078 Shares of Series A Preferred Stock and 0
(zero) shares of Series B subordinated Preferred Stock outstanding. Unless
otherwise specified, the named beneficial owner has sole voting and investment
power. The information in the table below was furnished by the persons listed.
"Beneficial Ownership" as used herein has been determined in accordance with the
rules and regulations of the Securities and Exchange Commission and is not to be
construed as a representation that any of such shares are in fact beneficially
owned by any person.
-25-
<PAGE>
<TABLE>
<CAPTION>
Names and Address of Title of Class Amount and Nature of Percentage of Class
Beneficial Owner Beneficial Owner
<S> <C> <C> <C>
Don Taylor Preferred Common 10,575 (1) 40.6
241Clonmell-Upland Rd. 303,715 27.5
West Grove, PA 19390
Michael Malinowski Preferred Common 6,199 28.1
613 Aberdeen Drive 258,000 23.3
Kennett Square, PA 19348
George Kellam Preferred Common 20 (Less than 1%)
1060 North State St. 0
Dover, DE 19901
William R. Knepshield Preferred Common 50 (Less than 1%)
11 Roselawn Lane 0
Malvern, PA 19355
Albert Wicks Preferred Common 0 (Less than 1%)
1604 Dogwood Drive 0
West Lawn, PA 19607
Michael A. Viner Preferred Common 0
425 Homestead Road 50,000 4.5
Wilmington, DE 19805
All directors and officers as Preferred Common 16,844 (1) 64.6
a group 611,715 55.4
</TABLE>
(1) Includes 4,000 options to purchase Series A Subordinated Preferred Stock
currently exercisable.
Item 12. Certain Relationships and Related Transactions
The Company has entered into several transactions with affiliates. The
Company believes that the terms of the transactions with affiliates are on terms
at least as favorable as could have been obtained from unaffiliated third
parties. The Company will require that in the future, transactions with
affiliates will continue to be made on terms the Company believes are at least
as favorable as those obtainable from unaffiliated third parties.
-26-
<PAGE>
J.B. Associates
The Company leases the space in which its executive office and
warehouse is located from J.B. Associates. J.B. Associates is owned by Don
Taylor. Mr. Taylor is President and director of the Company. Rent expense for
this building was $232,800 in both 1999 and 1998. Two months rent are prepaid in
the amount of $38,800 at March 31, 1999.
Officer Advances
The Company has advanced funds from time to time to certain of its
officers and directors. As of March 31, 1999 the total amount due to the Company
from Don Taylor and Michael Malinowski for funds advances was $323,096 and
$25,326 respectively. The funds were advanced on a short-term basis and are
non-interest bearing. As of March 31, 1998, the amounts due the Company from Mr.
Taylor and Mr. Malinowski were $238,556 and $25,326 respectively.
T/S Instrument Co.
The Company purchases medical instruments and repair services from a
company in which Don Taylor, the Company's President, was a minority
shareholder. Mr. Taylor receives payments on a note and a percentage of the
gross revenue of this company for a period of time as compensation for the sale
of his interest. The Company's purchases from T/S Instrument amounted to
$780,882 and $643,419 for 1999 and 1998, respectively, and Mr. Taylor received
for the same years from T/S Instrument, $139,184 and $344,799.
Stock Grants
In November, 1998, the Company granted to Michael Malinowski 100,000
shares of common stock in connection with Mr. Malinowski's personal guarantee of
a $2,000,000 credit line with PNCBank.
In June, 1998, the Company granted to Michael Viner, at the time a
consultant to the Company, 50,000 shares of common stock as an inducement to Mr.
-27-
<PAGE>
Viner to become an employee and Vice President of the Company. Mr. Viner joined
the Company as Vice Present on January 1, 1999.
Item 13. Exhibits and Reports on Form 8-K [Electronic Filing Exhibits]
(a) Exhibits
3(a)(1) Restated Certificate of Incorporation of Registrant (1)
3(a)(2) Certificate of Amendment of Certificate of Incorporation
of Registrant (2)
3(b)(1) By-Laws of Registrant (3)
3(b)(2) Change name from Medco Group Incorporated to Sklar Corporation (4)
4(a)(1) Form of Common Stock Certificates (5)
4(b)(2) Form of Series A Preferred Stock Certificate (5)
21 Subsidiaries of the Registrant (5)
(b) Reports on Form 8-K
None
(1) Incorporated by reference from Registrant's Annual Report on Form 10-K for
the year ended March 26, 1983.
(2) Incorporated by reference from Registrant's Registration Statement on Form
S-1, No. 2-90189.
(3) Incorporated by reference from Registrant's Current Report on Form 8-K
dated November 29, 1984.
(4) Incorporated by reference from Registrant's Current Report on form 8-K
dated December 12, 1993.
(5) Incorporated by reference from Registrant's annual Report on Form 10-K for
the year ended March 31, 1998.
-28-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the issuer has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Sklar Corporation, Inc.
By: /s/ Don Taylor
Don Taylor, President
Date: July 14, 1999
In accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the issuer
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Don Taylor President and Director July 14, 1999
Don Taylor
/s/ Michael Malinowski Executive Vice President, Chief Financial July 14, 1999
Michael Malinowski Officer and Director
/s/ George Kellam Director July 14, 1999
George Kellam
/s/ William R. Knepshield Director July 14, 1999
William R. Knepshield
/s/ Albert Wicks Director July 14, 1999
Albert Wicks
</TABLE>
-29-
<PAGE>
EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
<S> <C> <C>
Status Company Name & Address Percentage
of Ownership
INACTIVE Sklar Purchasing Corporation 100%
889 S. Matlack Street
West Chester, PA 19382
INACTIVE Sklar Surgical Instrument Corporation 100%
889 S. Matlack Street
West Chester, PA 19382
INACTIVE Ralks Ltd. 100%
889 S. Matlack Street
West Chester, PA 19382
INACTIVE Sales and Marketing Specialists, Inc. 100%
889 S. Matlack Street
West Chester, PA 19382
</TABLE>
-30-
<PAGE>
SKLAR CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
F-1
<PAGE>
SKLAR CORPORATION
MARCH 31, 1999
<TABLE>
<CAPTION>
CONTENTS
Page
<S> <C>
Independent Auditors' Report F-3
FINANCIAL STATEMENTS:
Consolidated Balance Sheet as of March 31, 1999 F-5
Consolidated Statement of Income for the Years
Ended March 31, 1999 and 1998 F-7
Consolidated Statement of Cash Flows for the
Years Ended March 31, 1999 and 1998 F-8
Consolidated Statement of Stockholders' Equity for
the Years Ended March 31, 1999 and 1998 F-10
Notes to Consolidated Financial Statements F-12 - F-26
</TABLE>
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders
Sklar Corporation
West Chester, Pennsylvania
We have audited the accompanying consolidated balance sheet of Sklar
Corporation as of March 31, 1999 and the related consolidated statements of
income, stockholders' equity and cash flows for the years ended March 31,
1999 and 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Sklar Corporation as of March 31, 1999, and the consolidated
results of its operations and its cash flows for the years ended March 31,
1999 and 1998, in conformity with generally accepted accounting principles.
STOCKTON BATES, LLP
Lancaster, Pennsylvania
June 17, 1999
F-3
<PAGE>
SKLAR CORPORATION
CONSOLIDATED BALANCE SHEET
F-4
<PAGE>
SKLAR CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S> <C>
Cash $ 63,344
Accounts receivable 1,906,287
Inventories 3,341,331
Prepaid expense 272,652
-----------------
Total current assets 5,583,614
FIXED ASSETS 670,708
GOODWILL 439,248
OTHER ASSETS 198,050
-----------------
TOTAL ASSETS $ 6,891,620
=================
</TABLE>
F-5
<PAGE>
SKLAR CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C>
Short-term borrowings $ 938,000
Current portion of long-term debt 117,130
Current portion of capital lease obligation 15,561
Accounts payable 2,157,953
Accrued expenses and taxes 817,182
-----------------
Total current liabilities 4,045,826
LONG-TERM PORTION OF CAPITAL
LEASE PAYABLE 14,538
-----------------
Total liabilities 4,060,364
-----------------
CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Series A preferred stock, par value $.01, per share, authorized
35,000 shares, 24,825 issued and 22,078 outstanding 248 Series A
subordinate preferred stock, no par value,
authorized 4,000 shares, issued and outstanding 0 -
Common stock, par value $.10 share, authorized 1,500,000
shares, 1,497,952 issued and 1,104,940 outstanding at March
31, 1999 and 1,247,952 issued and 754,940 outstanding at
March 31, 1998 149,795
Additional paid-in capital 2,165,958
Retained earnings 646,293
-----------------
2,962,294
Less treasury stock 131,038
-----------------
Total stockholders' equity 2,831,256
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,891,620
=================
</TABLE>
F-6
<PAGE>
SKLAR CORPORATION
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the Years Ended
March 31,
1999 1998
<S> <C> <C>
NET SALES $ 13,206,557 $ 13,766,868
Cost of goods sold 6,982,450 7,640,866
----------------- -----------------
GROSS PROFIT 6,224,107 6,126,002
Selling, general and administrative expenses 5,731,813 5,508,841
----------------- -----------------
INCOME FROM OPERATIONS 492,294 617,161
OTHER INCOME (EXPENSE):
Other (32,213) (31,931)
Interest expense (163,643) (309,452)
Settlement gain ( See Note B ) 28,786 17,226
----------------- -----------------
Other expense - net (167,070) (324,157)
----------------- -----------------
INCOME BEFORE TAXES 325,224 293,004
Provision for income taxes 41,800 40,000
----------------- -----------------
NET INCOME 283,424 253,004
Preferred dividend requirement 275,975 275,975
----------------- -----------------
INCOME (LOSS) APPLICABLE TO COMMON SHARES $ 7,449 $ (22,971)
================= =================
PER SHARE DATA:
Weighted average common shares outstanding 892,885 744,423
----------------- -----------------
Basic and diluted income (loss) per share $ .01 $ (.03)
================= =================
</TABLE>
F-7
<PAGE>
SKLAR CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
For the Years Ended
March 31,
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998
----------------- -----------------
<S> <C> <C>
Net income $ 283,424 $ 253,004
----------------- -----------------
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 296,756 293,280
Provision for losses and returns on accounts receivable (13,000) 39,000
Stock grants 60,500 -
Gross settlement gain (28,786) (109,506)
Obsolescence reserve 50,000 50,000
Write down of goodwill 50,000 50,000
Change in operating assets and liabilities:
Accounts receivable 654,219 (118,971)
Inventory (249,288) 1,061,869
Prepaid expenses (91,029) 39,049
Accounts payable 407,529 (907,320)
Accrued expenses and taxes 543,879 82,903
----------------- -----------------
Total adjustments 1,680,780 480,304
----------------- -----------------
Net cash provided by operating activities 1,964,204 733,308
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (220,395) (170,212)
Settlement of prior acquisition - 150,000
Acquisition costs (121,212) -
----------------- -----------------
Net cash used in investing activities (341,607) (20,212)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft (294,816) 96,573
Net payment on line of credit (1,147,000) (683,089)
Principal payments of long-term debt and capital lease (175,322) (121,201)
Stock options exercised 45,000 -
----------------- -----------------
Net cash used in financing activities (1,572,138) (707,717)
----------------- -----------------
NET INCREASE IN CASH 50,459 5,379
CASH, BEGINNING OF YEAR 12,885 7,506
----------------- -----------------
CASH, END OF YEAR $ 63,344 $ 12,885
================= =================
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-8
<PAGE>
SKLAR CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
F-9
<PAGE>
SKLAR CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 1999
<TABLE>
<CAPTION>
Series A Additional
Series A Subordinated Common Paid-In
Preferred Pfd. Stock Capital
<S> <C> <C> <C> <C>
Balances, March 31, 1997 $ 248 $ 0 $ 124,795 $ 2,105,458
Net income for the year
ended March 31, 1998
---------------- ------------------ --------------- -----------------
Balance, March 31, 1998 248 0 124,795 2,105,458
Stock grants 5,000 35,500
Stock options exercised 20,000 25,000
Net income for the year
ended March 31, 1999
---------------- ------------------ --------------- -----------------
BALANCES, March 31, 1999 $ 248 $ 0 $ 149,795 $ 2,165,958
================ ================== =============== =================
The accompanying notes are an integral
F-10
<PAGE>
SKLAR CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 1999
Total
Retained Treasury Stockholders'
Earnings Total Stock Equity
$ 109,865 $ 2,340,366 $ (151,038) $ 2,189,328
253,004 253,004 253,004
---------------- ----------------- ------------------ -----------------
362,869 2,593,370 (151,038) 2,442,332
40,500 20,000 60,500
45,000 45,000
283,424 283,424 283,424
---------------- ----------------- ------------------ -----------------
$ 646,293 $ 2,962,294 $ (131,038) $ 2,831,256
================ ================= ================== =================
</TABLE>
part of the consolidated financial statements.
F-11
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
Sklar Corporation is a distributor and contract manufacturer of hand-held
surgical instruments, chemicals for the care and cleaning of surgical
instruments, and other items for surgical, dental and veterinary use. The
Company's primary market is for hand-held, non-electronic instruments utilized
in the surgical, dental, orthodontic and veterinary fields. A large portion of
the instruments are imported from German sources and some from Pakistani
sources. Other items are purchased mostly from domestic sources. Customers are
primarily hospital supply distributors, but the Company also targets end-users
for its orthodontic products.
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES:
Financial Statements:
The financial statements include those of Sklar Corporation and Sales
and Marketing Specialists, Inc., a wholly-owned subsidiary which served
as a service company housing the Company's outside sales force through
December 1998.
Inventories:
Inventories are stated at the lower of cost or market. Costs are
computed based upon weighted average purchase prices, and are used as
the basis for charging cost of goods sold for the items sold from
inventory. Work-in-process inventory, representing raw forgings to be
manufactured into finished surgical instruments, is stated at purchase
plus related shipping costs to the manufacturer.
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 and accelerated methods 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.
F-12
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES: (Continued)
Goodwill and Other Assets:
Goodwill and other assets are stated at cost less accumulated
amortization. Amortization is provided on a straight-line basis. The
Company continually evaluates the carrying amount of goodwill by
estimating the sum of expected future undiscounted cash flows related
to specific acquisitions and comparing it to originally booked amount
net of related accumulated amortization.
Cash Flow Information:
For purposes of the statement of cash flows, the Company considers cash
in bank and on hand as cash equivalents.
Advertising Costs:
The Company policy is to expense advertising costs as incurred.
Income (Loss) Per Share:
Income loss per share is computed by dividing net income, decreased by
the amount required for payment of preferred dividends, by the weighted
average number of shares of common stock outstanding.
Revenue Recognition:
Revenue, net of an allowance for estimated returns, is recognized upon
the shipment of goods to customers. The Company records as additional
revenue credits which cannot be applied to customers.
F-13
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES: (Continued)
Foreign Currency Translation Gains and Losses:
The Company recognizes transaction gains and losses at the time of
settlement of the foreign currency transaction. The Company records
translation adjustments of the expected foreign currency cash flows
based upon the respective period end exchange rate. Gains and losses on
settlement activity and the translation adjustment for expected cash
flows are adjusted to income.
Estimates:
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
B. ACQUISITION AND SETTLEMENT:
Effective May 31, 1996, the Company acquired certain assets and assumed certain
liabilities of Surgical Medical Specialists, Inc. (SMS) in a transaction 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 vendor liabilities, subject to the agreement, and $706,405 of
notes payable to the seller. Subsequent to the acquisition it was determined
certain inventory may be misrepresented or mislabeled and could not be sold in
the United States in accordance with regulations of the U.S. Customs and Food
and Drug Administration.
On January 20, 1998, a settlement agreement was negotiated which entailed a
significant restructuring of the original purchase. As part of the settlement
the seller forgave the aforementioned notes payable by the Company, made a
$150,000 payment to the Company and a $100,000 payment to a certain vendor
F-14
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
B. ACQUISITION AND SETTLEMENT: (Continued)
included in the original assumed liabilities. Additionally, the seller is
prospectively precluded from operating in any competitive fashion with the
Company. In a related settlement the Company negotiated the forgiveness of
$134,301 of assumed vendor liabilities related to the original purchase with a
cash payment of $30,000.
At March 31, 1998, the Company recorded the settlement transaction as a
reduction of goodwill to the extent of the negotiated reduction of liabilities
and receipt of cash payment. Excess goodwill amortization and accrued interest
expense recorded in 1997 have been recorded as other income in 1998, net of
legal fees incurred related to the settlement.
During 1999, an agreement was reached with another vendor included in the
original assumed liabilities which encompassed a cash payment of $120,000 in
complete satisfaction of assumed liabilities approximating $470,000. This
settlement agreement has also been recorded as a reduction of original goodwill
and results in other income of $28,786, representing previously recorded excess
goodwill amortization.
C. FINANCIAL INSTRUMENTS:
The Company's financial instruments subject to credit risk are primarily trade
accounts receivable and cash. Credit is granted to customers, located primarily
in the continental United States, in the ordinary course of business. The
Company does not require collateral or other security to support customer
receivables.
At March 31, 1999, the Company had the following concentrations of cash subject
to credit risk:
Germany $ 15,651
F-15
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
C. FINANCIAL INSTRUMENTS: (Continued)
The Company maintains cash balances at two financial institutions. One is
located in the United States and the other in Germany. The account in the USA is
insured by the Federal Deposit Insurance Corporation up to $100,000. The account
in Germany is uninsured. While the Company usually maintains its balances at
levels below the insured amounts, there may be times, in the normal course of
business, when the Company's deposits at an Institution exceed the insured
amount.
The Company routinely enters into forward contracts for German currency related
to its inventory purchasing activity when favorable conditions exist. The
forward contracts are financial instruments with off-balance-sheet risk. Those
instruments involve, to varying degrees, elements of market risk in excess of
the amount recognized in the Statement of Financial Position. The contract or
notational amounts of those instruments reflect the extent of involvement the
Company has in particular classes of financial instruments. The Company does not
anticipate any material adverse effect on its financial position resulting from
its involvement in these instruments.
During the years ended March 31, 1999 and 1998, the Company's involvement in
this activity, which generally equates to one to two months of anticipated
purchase payment provided an effective hedge against the potential for increases
in the cost of purchasing German Deutsche Marks. The effect on earnings was
immaterial.
At March 31, 1999, the Company had no forward contracts to purchase Deutsche
Marks.
The estimated fair value of the Company's financial instruments, both on and off
balance sheet, are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1999
Carrying
Amount Fair Value
<S> <C> <C>
Cash $ 63,344 $ 63,344
Long-term debt $ 117,130 $ 128,000
</TABLE>
F-16
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
D. ACCOUNTS RECEIVABLE:
Accounts receivable consists of the following at March 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
Trade receivables $ 1,650,978
Other receivables (including a
related party receivable of $348,422) 349,309
-----------------
2,000,287
Allowance for doubtful accounts
and sales returns 94,000
-----------------
$ 1,906,287
=================
</TABLE>
The related party receivable at March 31, 1999 includes $323,096 due from the
Company's president and,$25,326 from the Company's chief financial officer.
E. INVENTORIES:
Inventories consist of the following at March 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
German sourced surgical instruments (including
customs and freight of $110,084) $ 1,613,696
Surgical instruments and products not sourced
from Germany (including customs and freight of $19,637) 1,495,398
Orthodontic products (including freight of $4,589) 250,701
Work-in-process inventory 81,536
-----------------
3,441,331
Less valuation allowance 100,000
-----------------
$ 3,341,331
=================
</TABLE>
F-17
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
F. FIXED ASSETS:
<TABLE>
<CAPTION>
Fixed assets at March 31, 1999 consist of:
<S> <C>
Leasehold improvements $ 314,313
Furniture and fixtures 109,952
Equipment, including assets held under capital lease of $87,336 971,542
Computer software 147,905
-----------------
1,543,712
Less accumulated depreciation and amortization 873,004
-----------------
$ 670,708
=================
G. GOODWILL AND OTHER ASSETS:
Other assets consists of the following:
Catalog development costs (net) $ 35,759
Acquisition costs (net) 144,652
Deposits 17,639
-----------------
$ 198,050
=================
</TABLE>
The following table summarizes the lives and amortization expense for goodwill
and other assets:
<TABLE>
<CAPTION>
Amortization Expense
Year Ended March 31,
Life in Years 1999 1998
-------------- ------------------- -----------------
<S> <C> <C> <C>
Goodwill 15-20 $ 90,582 $ 131,975
Catalog development costs 21/2-5 35,760 58,622
Acquisition costs 5 10,812 10,816
Patents 161/2 864 909
------------------- ----------------
Total $ 138,018 $ 202,322
=================== =================
</TABLE>
F-18
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
G. GOODWILL AND OTHER ASSETS: (Continued)
Additions to other assets arise from the acquisition of companies or loans, in
the case of goodwill and acquisition costs. Prior to fiscal year 1996 costs
incurred in creating, producing and distributing new and existing catalogs were
added to other assets. Reductions in intangible assets result from amortization
over their useful or prescribed lives or from adjustments necessary to revalue
previously recorded amounts. For the years ended March 31, 1999 and 1998, the
goodwill originally booked upon the acquisition of DCA was reduced by $50,000 to
reflect the decrease in value consistent with the declining volume and related
cash flow in that division.
Subsequent to fiscal year 1995 catalog development costs are expensed as
incurred.
Advertising expense, including the amortization of catalog development costs
incurred prior to 1996, amounted to $489,331 and $271,808 for the years ended
March 31, 1999 and 1998, respectively.
Goodwill may also be reduced by an amount equal to the amount of federal tax net
operating loss carryforwards used to reduce the Company's federal income tax
liability to the extent that the benefit amount computed exceeds normal goodwill
amortization.
H. SHORT-TERM BANK BORROWINGS:
At March 31, 1999, the Company's revolving line of credit facility of $2,000,000
was available to the extent of collateral by the sum of 80% of qualifying
accounts receivable plus 50% of inventories (capped at 50% of borrowing base).
Qualifying accounts receivable and inventory used as a basis for the March 31,
1999 borrowing totaled $4,573,777. Unused available credit at March 31, 1999 was
$758,000 after considering outstanding letters of credit totaling $102,000.
F-19
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
H. SHORT-TERM BANK BORROWINGS: (Continued)
Borrowings from this line bear interest at the bank's prime rate. Interest
expense on short-term bank borrowings for the years ended March 31, 1999 and
1998 amounted to $163,643 and $309,452, respectively.
The short-term borrowing facility requires the Company to comply with certain
restrictive covenants, including maintenance of various financial ratios. The
note is guaranteed by the Company's chief financial officer.
The following table shows the Company's short-term bank borrowings for the past
two fiscal years:
<TABLE>
<CAPTION>
Maximum Average Weighted
Interest Amount Amount Average
Balance Rate at Outstanding Outstanding Interest
at End End of During During Rate During
March 31, of Year Year the Year (a) the Year (b) the Year (c)
------------ -------------- ------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1999 $ 938,000 7.75% $ 1,777,000 $ 1,158,000 9.03%
1998 $ 2,085,000 9.75% $ 2,942,000 $ 2,641,330 9.75%
</TABLE>
(a) Based on the maximum amount outstanding at any month-end.
(b) Average amount outstanding during the year is computed by dividing the
total of month-end outstanding principal balances by 12.
(c) Average interest rate for the year is computed by dividing short-term
interest expense by average aggregate short-term borrowings.
I. LONG-TERM DEBT:
Long-term debt outstanding at March 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
DCA note, held by seller, interest at 20.1% $ 117,130
-----------------
Less current portion 117,130
-----------------
$ 0
=================
</TABLE>
F-20
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
I. LONG-TERM DEBT:(Continued)
The DCA note represents the balance of a 1992 renegotiated contract. Presently,
the Company believes that the former owner of DCA has assisted and is assisting
another company to compete in a business substantially similar to the business
of Sklar. Accordingly, Sklar has filed legal action against the former owner.
The Company has not made payments on this obligation since September 1996 and is
pursuing legal remedies to the alleged infringement of the purchase agreement.
The Company had paid all previous payments due, under protest, upon advice of
counsel. Settlement negotiations are currently ongoing and a satisfactory
outcome is anticipated.
J. LEASE COMMITMENTS:
The Company leases its office and warehouse location on a net basis from a
related party under an operating lease expiring in 2008. Additionally, the
Company leases certain equipment, including a vehicle, under various operating
leases expiring in 1999 through 2002.
The Company leases computer equipment under a capital lease included in the
equipment caption on the accompanying consolidated balance sheet.
The asset and liability are recorded at the net present value of the minimum
lease payments, based on the interest rate approximating 9.5%, implicit in the
lease. Amortization of assets acquired under the capital lease is included in
depreciation expense.
F-21
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
J. LEASE COMMITMENTS: (Continued)
Future minimum annual rentals under all the aforementioned lease arrangements at
March 31, 1999 are as follows:
<TABLE>
<CAPTION>
Total
Noncancellable
Capital Operating Related
Lease Leases Party
<S> <C> <C> <C> <C>
2000 $ 15,561 $ 261,573 $ 232,000
2001 18,501 258,725 232,000
2002 - 250,703 232,000
2003 - 233,429 232,000
Later Years - 1,299,857 1,299,800
------------------ ----------------- -----------------
34,062 $ 2,304,287 $ 2,227,800
================= =================
Less amount representing
interest 3,963
Present value of capital
lease obligation 30,099
Less current portion 12,961
Long-term obligation $ 17,138
==================
</TABLE>
Total rent expense for the years ended March 31, 1999 and 1998 was $284,286 and
$259,252, respectively.
K. STOCKHOLDERS' EQUITY:
Preferred stock accrues cumulative dividends at $12.50 per year. Dividends are
payable each June 30, only if declared by the Board of Directors. Dividends in
arrears on preferred stock were $4,139,625 at March 31, 1999. No dividends may
be paid on the common stock until cumulative dividends have been paid on the
preferred stock. The preferred stock may be redeemed at the Company's option for
$100 per share, and is entitled to a liquidation preference of $100 per share,
$2,207,800 aggregate, plus cumulative dividends.
F-22
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
K. STOCKHOLDERS' EQUITY: (Continued)
During the year ended March 31, 1999, the Company Board of Directors granted
150,000 shares of common stock (100,000 from treasury and 50,000 previously
unissued) to current employees. Compensation expense, related to the grants, was
charged in the amount of $60,500 based upon the then estimated fair value. The
number of shares outstanding and the earnings per share calculation have been
adjusted, effective on the respective grant dates, to reflect these stock
grants.
Treasury stock is recorded at cost. The number of shares of stock held in the
treasury was as follows at March 31, 1999:
Series A Preferred 2,747
Common Stock 393,012
The Company filed a preliminary proxy statement and a Schedule 13-E3 with the
Commission on January 14, 1999 for the purpose of effectuating a reverse split
of its common stock. If effected, it will allow the Company to cease to be a
reporting company under Section 12.
L. STOCK OPTIONS:
Under the 1983 Incentive Stock Option Plan, the Company may grant options to
purchase shares of common stock. The plan is intended to attract and retain
qualified personnel and to provide incentive to individuals who are deemed to be
in a position to make a significant contribution to the Company's operations.
Options for 200,000 shares previously granted in 1993 and 1994, were exercised
during the year ended March 31, 1999 at an average price of $.225 per share.
200,000 shares of previously unissued stock were issued and common stock and
additional paid-in capital were adjusted accordingly.
In 1988, the Board granted to Mr. Donald Taylor, options for 4,000 shares of a
then new class of subordinated preferred stock. These options have not been
exercised as of March 31, 1999.
F-23
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
M. EMPLOYEE BENEFIT PLANS:
The Company maintains an employee retirement plan under which employees may
defer a portion of their annual compensation pursuant to Section 401(K) of the
Internal Revenue Code. The Company matches employee contributions up to 50% of
the first 6% of eligible compensation. There is also a discretionary profit
sharing feature incorporated into the plan. Eligible employees are those with
more than one year of service and who work more than 1,000 hours per year.
Company contributions to the plan amounted to $177,480 and $65,823 including
discretionary profit sharing contributions of $130,000 and $40,000 in 1999 and
1998, respectively.
N. INCOME TAXES:
As a result of the merger of Medco Jewelry Corporation and Misdom-Frank
Corporation, management believes there may be federal net operating losses
carryforwards available to Medco Jewelry Corporation at the date of merger that
have transferred to Sklar Corporation. Such loss carryforwards and additional
post-merger operating losses totaling approximately $1,036,000, which expire in
tax years 2000 ($50,000), 2001 ($14,000), 2002 ($461,000) and 2004 ($511,000),
are available as deductions from federal taxable income of future years. For
financial statement purposes, the net operating loss carryforwards may be used
to reduce goodwill if an excess benefit is realized. There are no operating loss
carryforwards for state tax purposes. In fiscal 1999 and 1998, $352,000 and
$350,000, respectively, of the available federal net operating loss carryforward
was applied to reduce federal taxable income. As a result, no federal income tax
was paid by the Company in these years. The Company's federal tax filings
through March 31, 1993 have been audited by the Internal Revenue Service.
The Company accounts for its income taxes under the asset/liability method
mandated by Financial Accounting Standards Board Statement No. 109, "Accounting
for Income Taxes". Under this method a deferred tax asset or liability is
recorded on the tax effects of temporary differences between the tax bases and
financial reporting amounts of assets and liabilities. Measurement of the
deferred tax assets and liabilities is based on the effective tax rates when the
underlying temporary differences occur. These temporary differences are
primarily due to the net operating loss carryforwards and the use of allowance
accounts for financial statement purposes.
F-24
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
N. INCOME TAXES: (Continued)
Deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
March 31,
1999 1998
<S> <C> <C>
Total deferred tax asset $ 475,000 $ 717,000
Less valuation allowance 475,000 717,000
----------------- -----------------
Net deferred tax asset 0 0
Total deferred tax liability 0 0
----------------- -----------------
Total deferred tax asset $ 0 $ 0
================= =================
</TABLE>
The net change in the valuation allowance for the year ended March 31, 1999 was
a reduction of $242,000.
Permanent differences arise due to the amortization of goodwill, which accounts
for approximately 75% of the difference between pre-tax financial statement
income and income for tax purposes.
O. RELATED PARTY TRANSACTIONS:
The Company has the following transactions with related parties:
(a) The partners in J.B. Associates, the owner of the Company premises, are
directors of Sklar Corporation. Rent expense for this building was $232,800
in 1999 and 1998. Two months rent are prepaid in the amount of $38,800 at
March 31, 1999.
(b) The Company has outstanding notes receivable from current officers and
directors amounting to $348,422 at March 31, 1999.
F-25
<PAGE>
SKLAR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
O. RELATED PARTY TRANSACTIONS: (Continued)
(c) The Company purchases medical instruments and repair services from a
company in which the president had been a minority shareholder. The
president receives a percentage of the gross revenue of this company for a
period of time as compensation for the prior sale of his interest.
Purchases from this company amounted to $780,882 and $653,419 for 1999 and
1998, respectively.
(d) During 1998, the Company paid $4,500 to the former wife of the president.
P. SIGNIFICANT CUSTOMER INFORMATION:
Three customers of the Company provided significant sales volume in 1999 and two
in 1998. During these fiscal years sales to one customer comprised 32.1% and
38.6%, respectively, of the Company's total sales. The second customer accounted
for 13.0% and 12.9% of the respective years' total sales. The new significant
customer accounted for 11.2% of 1999's total sales.
Q. FOREIGN CURRENCY TRANSACTION AND TRANSLATION GAINS:
Gains recognized from foreign currency activity amounted to $135,919 and
$103,169 in 1999 and 1998, respectively.
R. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
A capital lease obligation of $46,623 was incurred in 1998, when the Company
entered into a lease for new computer equipment.
S. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid amounted to $121,404 and $288,617 in 1999 and 1998, respectively.
Income taxes paid amounted to $48,423 and $40,895 in 1999 and 1998,
respectively.
F-26
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000064500
<NAME> SKLAR CORPORATION
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 63,344
<SECURITIES> 0
<RECEIVABLES> 2,011,585
<ALLOWANCES> 105,298
<INVENTORY> 3,341,331
<CURRENT-ASSETS> 5,583,614
<PP&E> 1,543,712
<DEPRECIATION> 873,004
<TOTAL-ASSETS> 6,891,620
<CURRENT-LIABILITIES> 4,045,826
<BONDS> 0
0
248
<COMMON> 149,795
<OTHER-SE> 2,681,213
<TOTAL-LIABILITY-AND-EQUITY> 6,891,620
<SALES> 13,206,557
<TOTAL-REVENUES> 13,206,557
<CGS> 6,982,450
<TOTAL-COSTS> 12,714,263
<OTHER-EXPENSES> 32,213
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 163,643
<INCOME-PRETAX> 325,224
<INCOME-TAX> 41,800
<INCOME-CONTINUING> 283,424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 283,424
<EPS-BASIC> 0.01
<EPS-DILUTED> 0.01
</TABLE>
