SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________________
Commission File Number: 001-10382
VALLEY FORGE SCIENTIFIC CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2131580
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
136 Green Tree Road, Oaks, Pennsylvania 19456
(Address of principal executive offices and zip code)
Telephone: (610) 666-7500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
At August 1, 2000 there were 8,163,524 shares outstanding of the Registrant's
no par value Common Stock.
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VALLEY FORGE SCIENTIFIC CORP.
INDEX TO FORM 10-Q
June 30, 2000
Page
Number
Part I - Financial Information
Item 1. Financial Statements:
Balance Sheets - June 30, 2000 and September 30, 1999. 1
Statements of Operations for the three and nine months
ended June 30, 2000 and June 30, 1999. 2
Statements of Cash Flows for the nine months
ended June 30, 2000 and June 30, 1999. 3
Notes to Financial Statements. 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 5
Part II - Other Information 8
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VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
2000 1999
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 450,053 $1,158,462
Accounts receivable 938,369 540,456
Inventory 1,461,032 1,170,509
Prepaid items and
other current assets 130,605 98,932
Current portion of deferred
income tax benefit 215,756 193,035
--------- ---------
Total Current Assets 3,195,815 3,161,394
Property, Plant and Equipment, Net 177,523 205,443
Intangible Assets, Net 602,348 662,794
Other Assets 8,372 4,812
--------- ---------
Total Assets $3,984,058 $4,034,443
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and
accrued expenses $ 317,822 $ 166,618
------- -------
Total Current Liabilities 317,822 166,618
Deferred Income Tax Liability 16,885 16,885
------- -------
Total Liabilities 334,707 183,503
------- -------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock - -
Common stock (no par,
20,000,000 shares,
authorized, shares issued
and outstanding
at June 30, 2000, - 8,163,524
and at September 30, 1999
- 8,217,309) 3,886,094 4,006,825
Retained earnings (deficit) (236,743) (155,885)
--------- ---------
Total Stockholders' Equity 3,649,351 3,850,940
--------- ---------
Total Liabilities and
Stockholders' Equity $3,984,058 $4,034,443
========= =========
[1]
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VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
June 30, June 30,
2000 1999 2000 1999
Net Sales $1,262,207 $1,151,443 $3,078,261 $2,997,064
Cost of Sales 644,544 562,586 1,637,180 1,552,643
------- ------- --------- ---------
Gross Profit 617,663 588,857 1,441,081 1,444,421
------- ------- --------- ---------
Other Costs:
Selling, general
and administrative 423,277 362,523 1,243,131 1,074,625
Research and
development 101,385 83,122 273,275 237,759
Amortization 20,148 22,921 60,445 68,761
------- ------- --------- --------
Total Other Costs 544,810 468,566 1,576,851 1,381,145
------- ------- --------- ---------
Income (Loss) from
Operations 72,853 120,291 (135,770) 63,276
Other Income:
Interest income 7,925 6,367 26,437 23,755
------ ------- ------- ------
Income (Loss) before
Income Taxes 80,778 126,658 (109,333) 87,031
Provision for
(Benefit of)
Income Taxes 32,805 35,734 (28,475) 29,160
------ ------- ------- -------
Net Income (Loss) $ 47,973 $ 90,924 $ (80,858) $ 57,871
====== ====== ====== ======
Earnings (Loss)
Per Share: Basic
earnings (loss) per
common share $ .01 $ .01 $ (.01) $ .01
======= ====== ====== =======
Diluted earnings
(loss) per common
share $ .01 $ .01 $ (.01) $ .01
======= ====== ====== ========
Basic common shares
outstanding 8,187,465 8,233,080 8,205,821 8,231,234
Diluted common
shares outstanding 8,210,394 8,375,421 8,205,821 8,385,767
[2]
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VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended
June 30,
2000 1999
Cash Flows from Operating Activities:
Net income (loss) $ (80,858) $ 57,871
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 89,504 101,878
Changes in assets and liabilities,
net of effect from:
Increase in accounts receivable (397,913) (191,644)
Decrease (increase) in inventory (290,523) (42,007)
Decrease (increase) in recoverable
income taxes - 4,636
Increase in deferred income
tax benefit (22,721) (27,032)
Decrease (increase) in prepaid items
and other current assets (31,673) (33,371)
Decrease in other assets 265 -
Increase (decrease) in accounts payable
and accrued expenses 151,204 58,848
Increase in income taxes payable - 46,374
Increase (decrease) in deferred income
taxes payable - 5,183
------- ------
Net cash used in operating
activities (582,715) (19,264)
------- ------
Cash Flows from Investing Activities:
Purchase of property, plant and equipment (1,138) (15,335)
Acquisition of other assets (3,825) -
----- ------
Net cash used in investing activities (4,963) (15,335)
----- ------
Cash Flows from Financing Activities:
Proceeds from exercise of stock options - 11,972
Purchase and retirement of common stock (120,731) (16,396)
------- ------
Net cash used in financing activities (120,731) (4,424)
------- -------
Net Decrease in Cash and Cash Equivalents (708,409) (39,023)
Cash and Cash Equivalents,
beginning of period 1,158,462 873,757
--------- -------
Cash and Cash Equivalents,
end of period $ 450,053 $ 834,734
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Income taxes $ - $ -
====== ======
Interest $ - $ -
====== ======
[3]
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VALLEY FORGE SCIENTIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
Valley Forge Scientific Corp. ("VFSC") is engaged in the business of
developing, manufacturing and selling medical devices and products. The
accompanying financial statements consolidate the accounts of the parent
company and its wholly-owned subsidiaries, Diversified Electronics Co., Inc.
and Valley Consumer Products, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
NOTE 2
The September 30, 1999 balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. In the opinion of management, the accompanying
unaudited financial statements contain all adjustments necessary to present
fairly the financial position as of June 30, 2000 and the statements of
operations for the three and nine months ended June 30, 2000 and 1999 and the
statements of cash flows for the nine months ended June 30, 2000 and 1999.
The statements of operations for the three and nine months ended June 30, 2000
and 1999 are not necessarily indicative of results for the full year.
While the Company believes that the disclosures presented are adequate to make
the information not misleading, these financial statements should be read in
conjunction with the financial statements and accompanying notes included in
the Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1999.
NOTE 3
Earnings per share are based on the weighted average number of common shares
outstanding including common stock equivalents.
[4]
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VALLEY FORGE SCIENTIFIC CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Results of Operations for the Three and Nine Months Ended June 30, 2000
compared to the Three and Nine Months Ended June 30, 1999.
Sales of $1,262,207 for the three months ended June 30, 2000 were 10% greater
than sales of $1,151,443 for the three months ended June 30, 1999 and sales of
$3,078,261 for the nine months ended June 30, 2000 were 3% greater than sales
of $2,997,064 for the nine months ended June 30, 1999. Codman & Shurtleff,
Inc. ("Codman"), our principal customer, accounted for 90% of sales for the
three months and 87% for the nine months ended June 30, 2000.
In April 2000, Codman made a national release of our neurosurgical disposable
instruments in the United States and, in May 2000, Codman officially released
these instruments in Europe. Also, in the third quarter, Boston Scientific
Corporation made the official release of our Mini-Symm generator at the
Digestive Disease Week meeting.
For the three months ended June 30, 2000, bipolar electrosurgical systems and
irrigation systems accounted for 55% of our sales; disposable cord/tubing sets
and bipolar cords accounted for 27% of our sales; and disposable
instrumentation accounted for 16% of our sales. For the nine months ended June
30, 2000, bipolar electrosurgical systems and irrigation systems accounted for
57% of our sales; disposable cord/tubing sets and bipolar cords accounted for
39% of our sales; and disposable instrumentation accounted for 13% of our
sales.
Gross profit was $617,663, or 49% of sales, for the three months, and
$1,441,081, or 47% of sales, for the nine months, ended June 30, 2000. Gross
profit for the three and nine months ended June 30, 1999 was $588,857, or 51%
of sales, and $1,444,421, or 48% of sales, respectively
Selling, general and administrative expenses increased by 17% to $423,277 for
the three months, and by 16% to $1,243,131 for the nine months, ended June 30,
2000 from $362,523 for the three months, and $1,074,625 for the nine months,
ended June 30, 1999.
Research and development expenses increased by 22% to $101,385 for the three
months, and by 15% to $273,275 for the nine months, ended June 30, 2000. These
expenses reflect our commitment to development of new products for the
neurosurgical and other medical and surgical markets.
We had income from operations of $72,853 for the three months, and a loss
from operations of $135,770 for the nine months, ended June 30, 2000 as
compared to income from operations of $120,291 and $63,276, respectively, for
the three and nine months ended June 30, 1999. Interest income was relatively
constant for the three and nine months ended June 30, 2000 as compared to the
three and nine months ended June 30, 1999. We had a provision for taxes of
$32,805 for the three months ended June 30, 2000 and a benefit of income taxes
[5]
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of $28,475 for the nine months ended June 30, 2000 as compared to a provision
for income taxes of $35,734 and $29,160, respectively for the three and nine
months ended June 30, 1999.
As a result of the foregoing, we had a net income of $47,973 for the three
months, and a loss of $80,858 for the nine months, ended June 30, 2000 as
compared to a net income of $90,924 and $57871, respectively, for the three and
nine months ended June 30, 1999. We had earnings of $.01 per basic and diluted
common share for the three months, and a loss of $.01 per basic and diluted
common share for the nine months ended June 30, 2000 as compared to a earnings
of $.01 per basic and diluted share for the three and nine months ended June
30, 1999.
Liquidity and Capital Resources
The primary measures of our liquidity are cash balances (including short-term
investments), accounts receivable and inventory balances, as well as our
borrowing ability. During the nine months ended June 30, 2000, our working
capital decreased by $116,783 to $2,877,993.
We used $582,715 in operating activities for the first nine months of fiscal
2000 principally from our net loss, an increase of $397,913 in accounts
receivable, an increase in inventory of $290,523, and an increase in prepaid
items and other current assets of $31,673, offset by an increase in accounts
payable and accrued expenses of $151,204. The increase in accounts receivable
and inventory was due to normal market conditions.
During the nine months ended June 30, 2000, we used $4,963 for the purchase of
equipment and acquisition of other assets. We also used $120,731 for the
repurchase of 53,785 shares of our common stock. Cash decreased by $708,409 in
the first nine months of fiscal 2000, resulting in a balance of $450,053 in
our cash and cash equivalents at June 30, 2000.
For the nine months ended June 30, 1999, we used $19,264 from operating
activities, we used $15,335 for the purchase of property and equipment, we
received $11,972 from the exercise of employee stock options, and we used
$16,396 for the purchase and retirement of common stock.
As of June 30, 2000, we have purchased 70,985 shares of our common stock
pursuant to the stock repurchase program. All shares purchased have been
retired or are in the process of being retired. The stock repurchase program
authorizes the repurchase of up to 200,000 shares of our common stock.
We have no long-term debt. We believe that we have available all funds needed
for operations, research and development and capital expenditures as they may
arise in the future. However, should it be necessary, we believe we could
borrow adequate funds at competitive rates and terms.
Year 2000 Compliance
As has been widely reported, many computer systems process dates based on two
digits for the year of a transaction and are unable to process dates in the
Year 2000 and beyond. The Company primarily uses licensed software products in
its operations with a significant portion of processes and transactions
centralized in one particular software package. The Company has completed an
upgrade of this software package for Year 2000 compliance. Other systems have
[6]
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been assessed, and have been replaced or modified to make the necessary
modifications to be Year 2000 compliant.
The Company is continuing its process of formal communication with its
significant suppliers, customers and service providers to quantity the effects
of their noncompliance. Any Year 2000 compliance problems with either the
Company, its suppliers, its service providers or its customers could result in
a material adverse effect on the Company's financial condition and operating
results. There can be no assurance that further assessment of the Company's
suppliers, data processing systems and customers will address all issues of
Year 2000 compliance.
Forward Looking Statements
The information provided in this report may contain "forward looking"
statements or statements which arguably imply or suggest certain things about
our future. Statements which express that Valley Forge Scientific Corp.
("Valley Forge") "believes", "anticipates", "expects", or "plans to" as well
as other statements which are not historical fact, are forward looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward looking statements include, but are not limited to
statements about: (1) any competitive advantage we may have as a result of our
installed base of electrosurgical generators in the field of neurosurgery; (2)
our belief that our products exceed industry standards or favorably compete
with other companies' new technological advancements; and (3) the anticipated
success of certain recently introduced products and disposable instrumentation
or products and disposable instrumentation scheduled to be released in the near
future for use in neurosurgery, other surgical disciplines, and the dental
market. These statements are based on assumptions that we believe are
reasonable, but a number of factors could cause our actual results to differ
materially from those expressed or implied by these statements. The Company
does not intend to update these forward looking statements. Investors are
advised to review the "Additional Cautionary Statements" section below for more
information about risks that could affect the financial results of Valley
Forge.
Additional Cautionary Statements
Competition and Risk of Obsolescence from Technological Advances
The markets in which Valley Forge's products compete are characterized by
continuing technical innovation and increasing competition. Some surgical
procedures which utilize or could utilize our products could potentially be
replaced or reduced in importance by alternative medical procedures or new
drugs which may adversely affect our business.
Product Acceptance and New Products
Valley Forge's growth depends in part on the acceptance of our products in the
marketplace, the market penetration achieved by the companies which we have
contracted with, and rely on, to distribute our products, and our ability to
introduce new and innovative products that meet the needs of medical
professionals. There can be no assurance that we will be able to continue to
introduce new and innovative products or that the products Valley Forge
introduces, or has introduced, will be widely accepted by the marketplace, or
that companies which Valley Forge has contracted to distribute our products
will continue to achieve market penetration in the field of neurosurgery and
achieve market penetration in the surgical disciplines and markets outside of
neurosurgery. Our failure to continue to introduce new products or gain wide
spread acceptance of our products would adversely affect our operations.
[7]
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Government Regulation
The process of obtaining and maintaining required regulatory approvals is
lengthy, expensive and uncertain. Although we have not experienced any
substantial regulatory delays to date, there is no assurance that delays will
not occur in the future, which could have a significant adverse effect on our
ability to introduce new products on a timely basis. Regulatory agencies
periodically inspect Valley Forge's manufacturing facilities to ascertain
compliance with "good manufacturing practices" and can subject approved
products to additional testing and surveillance programs. Failure to comply
with applicable regulatory requirements can, among other things, result in
fines, suspensions of regulatory approvals, product recalls, operating
restrictions and criminal penalties. While we believe that we are currently in
compliance, if we fail to comply with regulatory requirements, it could have an
adverse effect on the our results of operations and financial condition.
Uncertainties within the Health Care Markets
Political, economic and regulatory influences are subjecting the health care
industry in the United States to rapid, continuing and fundamental change.
Although Congress has not passed comprehensive health care reform legislation
to date, it is believed that Congress, state legislatures and the private
sector will continue to review and assess alternative health care delivery and
payment systems. Responding to increased costs and to pressure from the
government and from insurance companies to reduce patient charges, health care
providers have demanded, and in many cases received, reduced prices on medical
devices and instrumentation. These customers are expected to continue to
demand lower prices in the future. Valley Forge cannot predict what impact the
adoption of any federal or state health care reform measures, private sector
reform or market forces may have on our business. However, pricing pressure is
expected to continue to adversely affect profit margins.
Product Liability Risk
Valley Forge's products involve a risk of product liability. Although we
maintain product liability insurance at coverage levels which we believe are
adequate, there is no assurance that, if we were to incur substantial liability
for product liability claims, insurance would provide adequate coverage against
such liability.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on June 27, 2000, the following
directors were elected for a one year term until their successors are duly
elected and qualified by the margins indicated:
Jerry L. Malis: FOR 5,358,663; AGAINST 549,260; Abstain 0
Thomas J. Gilloway FOR 5,401,663; AGAINST 506,260; Abstain 0
Leonard I. Malis FOR 5,405,163; AGAINST 502,760; Abstain 0
Bruce L. Murray FOR 5,409,063; AGAINST 498,860; Abstain 0
Bernard H. Shuman FOR 5,409,163; AGAINST 498,760; Abstain 0
Robert H. Dick FOR 5,409,363; AGAINST 448,560; Abstain 0
[8]
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Item 5. DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
The deadline for submission of stockholder proposals pursuant to Rule 14a-18
under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company's proxy statement for its 2000 Annual Meeting of
Stockholders is September 30, 2000. After December 14, 2000, notice to the
Company of a stockholder proposal submitted otherwise than pursuant to Rule
14a-8 will be considered untimely, and the person named in proxies solicited by
the Board of Directors of the Company for its 2001 Annual Meeting of
Stockholders may exercise discretionary authority voting power with respect to
any such proposal as to which the Company does not receive timely notice.
Item 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
None
(b) Current Reports on Form 8-K
None
[9]
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VALLEY FORGE SCIENTIFIC CORP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
VALLEY FORGE SCIENTIFIC CORP.
August 10, 2000 By:/s/ Jerry L. Malis
Jerry L. Malis, President
(principal financial officer)
[10]
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