<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
COMMISSION FILE NUMBER 0-13251
MEDICAL ACTION INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2421849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Motor Parkway, Hauppauge, New York 11788
(Address of Principal executive offices)
Registrant's telephone number, including area code:
(516) 231-4600
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 8,299,164 shares of
common stock as of October 31, 1997.
<PAGE>
Form 10-Q
---------
CONTENTS
--------
PART I - FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Balance Sheets at September 30, 1997 (Unaudited) and
March 31, 1997
Statements of Income for the Three and Six Months ended
September 30, 1997 and September 30, 1996 (Unaudited)
Statements of Cash Flows for the Six Months ended September
30, 1997 and September 30, 1996 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
PART II - OTHER INFORMATION
-----------------
2
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
Balance Sheets
--------------
(dollars in thousands)
ASSETS
------
September 30, March 31,
1997 1997
------------- ---------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents (Note 3) $ 2,115 $ 275
Accounts Receivable, less allowance for
doubtful accounts of $125 at September 30,
1997 and $112 at March 31, 1997 6,680 6,065
Inventories (Note 2) 11,399 11,035
Prepaid expenses 402 237
Other current assets 144 247
------- -------
TOTAL CURRENT ASSETS $20,740 $17,859
Property and equipment at cost, less
accumulated depreciation of $4,416
at September 30, 1997 and $4,297 at
March 31, 1997 (Note 3) 7,698 4,024
OTHER ASSETS:
Investment in Joint Venture 453 495
Due from Officers 239 195
Goodwill, net of accumulated
amortization of $424 at September 30,
1997 and $355 at March 31, 1997 2,246 2,315
Other assets 134 106
------- -------
TOTAL ASSETS $31,510 $24,994
======= =======
The accompanying notes are an integral part of these financial statements.
3
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
Balance Sheets
--------------
(dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
September 30, March 31,
1997 1997
------------- ---------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 1,862 $ 1,723
Accrued expenses, payroll and payroll taxes 1,126 482
Accrued income taxes 96 14
Current portion of capital lease obligations 129 131
Notes payable to bank 3,995 3,954
Current portion of long-term debt 314 1,327
------- -------
TOTAL CURRENT LIABILITIES $ 7,522 $ 7,631
Deferred Income Taxes 386 386
Capital lease obligation, less
current portion 464 524
Long-term debt, less current
portion (Note 3) $ 8,802 $ 3,035
------- -------
TOTAL LIABILITIES $17,174 $11,576
SHAREHOLDERS' EQUITY:
Common stock 15,000,000 shares authorized,
$.001 par value; issued and outstanding
8,293,164 shares at September 30, 1997
and 8,230,289 shares at March 31, 1997 8 8
Additional paid-in capital, net of
deferred compensation of $260 at
September 30, 1997 and $296
at March 31, 1997 8,319 8,179
Retained earnings 6,009 5,231
------- -------
TOTAL SHAREHOLDERS' EQUITY 14,336 13,418
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $31,510 $24,994
======= =======
The accompanying notes are an integral part of these financial statements.
4
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
Statements of Income
--------------------
(dollars in thousands except per share data)
Three Months Ended
September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
Net Sales $13,676 $11,496
Cost of Sales 10,477 9,077
------- -------
Gross Profit 3,199 2,419
Selling, general and administrative
expenses (Note 3) 2,069 1,779
Interest expense 161 139
Restructuring Charge (Note 4) 273 --
------- -------
Income before income taxes 696 501
Income taxes 285 207
------- -------
Net Income $ 411 $ 294
======= =======
Net Income per share (Note 5) $ .05 $ .04
======= =======
The accompanying notes are an integral part of these financial statements.
5
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
Statements of Income
--------------------
(dollars in thousands except per share data)
Six Months Ended
September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
Net Sales $26,753 $22,368
Cost of Sales 20,712 17,687
------- -------
Gross Profit 6,041 4,681
Selling, general and administrative
expenses 4,125 3,647
Interest expense 323 288
Restructuring Charge (Note 4) 273 --
------- -------
Income before income taxes 1,320 746
Income taxes 542 313
------- -------
Net Income $ 778 $ 433
======= =======
Net Income per share (Note 5) $ .09 $ .05
======= =======
The accompanying notes are an integral part of these financial statements.
6
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
Statement of Cash Flows
-----------------------
(dollars in thousands)
Six Months Ended
September 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
OPERATING ACTIVITIES
Net income $ 778 $ 433
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 376 344
Provision for doubtful accounts 13 --
Deferred compensation 61 73
Changes in operating assets and liabilities:
Accounts receivable (628) (33)
Inventories (364) 780
Prepaid expenses, other current
assets and other receivables (62) 23
Other assets (28) (9)
Accounts payable 139 (293)
Income taxes payable 82 (47)
Accrued expenses, payroll and payroll taxes 644 4
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES $1,011 $1,275
INVESTING ACTIVITIES
Purchases of property, plant and equipment (3,940) (348)
Proceeds from sale of property
and equipment 1 --
Loan to officers (44) (147)
------- -------
NET CASH (USED IN) INVESTING ACTIVITIES (3,983) (495)
FINANCING ACTIVITIES
Proceeds from revolving line of
credit and long-term borrowings 7,859 1,300
Principal payments on revolving line of
credit, long-term debt, and capital
lease obligations (3,126) (2,116)
Proceeds from exercise of employee
stock options 79 3
------- -------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 4,812 (813)
------- -------
INCREASE (DECREASE) IN CASH 1,840 (33)
Cash at beginning of year 275 504
------- -------
Cash at end of period $ 2,115 $ 471
======= =======
The accompanying notes are an integral part of these financial statements.
7
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10- Q for quarterly reports under section 13
or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six month period ended September 30, 1997 are not necessarily indicative of the
results that may be expected for the year ended March 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual report for the year ended March 31, 1997.
Note 2. INVENTORIES
Inventories, which are stated at the lower of cost (first-in, first-out) or
market, consist of the following:
September 30, March 31,
1997 1997
------------- ---------
(Unaudited)
(in thousands of dollars)
Finished Goods $ 4,047 $ 4,491
Work In Process 126 0
Raw Materials 7,226 6,544
------- -------
Total $11,399 $11,035
Note 3. SIGNIFICANT EVENT
On July 9, 1997 the Company acquired approximately 32 acres of land located in
Arden, North Carolina and an existing 205,000 square foot building located
thereon (the "Arden Facility"). The purchase price for the Arden Facility was
$2,900,000, which was paid at closing. The acquisition of the Arden Facility was
financed with the proceeds from the issuance and sale by The Buncombe County
Industrial Facilities and Pollution Control Financing Authority of its
$5,500,000 Industrial Development Revenue Bonds (Medical Action Industries Inc.
Project), Series 1997 (the "Bonds"). Interest on the Bonds is payable on the
first business day of each January, April, July and October commencing October,
1997 and ending July, 2013. The Bonds bear interest at a variable rate,
determined
8
<PAGE>
weekly. The interest rate on the Bonds at September 30, 1997 was 4.2% per annum.
In connection with the issuance of the Bonds, the Company entered into a Letter
of Credit and Reimbursement Agreement dated as of July 1, 1997 with a bank for
approximately $5,800,000 (the "Reimbursement Agreement") to support principal
and interest payments of the Bonds and requires payment of an annual fee of
.85%. The Company also entered into a Remarketing Agreement, pursuant to which
the Remarketing Agent will use its best efforts to arrange for a sale in the
secondary market of such Bonds. The Remarketing Agreement provides for the
payment of an annual fee of .125%.
As of September 30, 1997 the Company has used $3,994,000 of the $5,500,000
proceeds from the Bonds for the purchase and rehabilitation of the Arden
Facility and for the acquisition of machinery and equipment. The remaining
$1,506,000 will be used for additional rehabilitation of the Arden Facility and
for the acquisition of additional machinery and equipment, which is expected to
be completed by December 31, 1997. The remaining proceeds have been invested in
U.S. Treasury strips which yield interest at the rate of 5.2% per annum as of
September 30, 1997.
In May, 1997 the Company signed an agreement for the sale of its existing
manufacturing facility in Asheville, North Carolina. The selling price of
$1,425,000 is expected to be paid by the scheduled closing date of on or about
November 15, 1997. Such proceeds will be used first to pay the remaining
mortgage on the existing manufacturing facility, then to pay down other debt
balances.
Note 4. RESTRUCTURING CHARGE.
As a result of the Company's consolidation of its existing manufacturing
facilities and two leased warehouse facilities into the new Arden Facility,
which is expected to be completed in the third quarter of fiscal 1998, the
Company has recorded $273,000 of pre-tax restructuring charges. The
restructuring charges include lease termination fees, and costs incurred for
moving inventory and equipment to the recently acquired Arden Facility. In
addition, the Company may record restructuring charges to reflect the fair
market value of equipment that may be disposed of. It is anticipated that the
consolidation will be completed by December 31, 1997. As of September 30, 1997,
the accruals pertaining to the above mentioned charges totalled $220,000.
9
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Note 5. NET INCOME PER SHARE
The weighted average number of shares used in computing net income per share was
8,957,293 and 8,872,048 for the three and six months ended September 30, 1997,
after considering the dilutive effect of the Company's outstanding options which
are considered common stock equivalents. The weighted average number of shares
used in computing the net income per share for the three and six months ended
September 30, 1996 were 8,374,819 and 8,432,358, respectively.
Effective with the quarter ending December 31, 1997, the Company will adopt FASB
Statement No. 128 "Earnings Per Share". Under Statement 128, a simpler
calculation called basic earnings per share ("EPS") replaces primary EPS. Basic
EPS is calculated by dividing income available to common shareholders by the
weighted average number of common shares outstanding during the period. Options,
warrants and other potentially dilutive securities are excluded from the basic
calculation. The Company cannot presently determine the impact that the new
statement will have on reported earnings per share.
Note 6. SUBSEQUENT EVENTS.
On October 30, 1997 the Company acquired certain assets of the specialty medical
packaging and collection systems for the containment and transport of
biohazardous waste business of Dayhill Corporation ("Dayhill"). The purchase
price for the acquired assets consisted of $30,000 in cash and the assumption of
approximately $595,000 of Dayhill's liabilities.
On November 6, 1997, the Company signed an Amended and Restated Revolving Credit
Agreement (the "Agreement") with its existing bank. The Agreement expires on
September 30, 2000 and bears interst at prime rate. The Agreement provides for
total borrowings of up to $12,000,000 with a $7,000,000 sublimit for bankers
acceptances, which bear interest at 1-1/4% over the prevailing bankers
acceptance rate, and a $3,000,000 sublimit for letters of credit. Borrowings
under the Agreement are collateralized by all the assets of the Company and
advances to the Company are made in accordance with the borrowing base formula.
10
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
Forward-Looking Statement
- -------------------------
This report on Form 10-Q contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include plans and objectives of management for future operations, including
plans and objectives relating to the future economic performance and financial
results of the Company. The forward-looking statements relate to (i) the
expansion of the Company's market share, (ii) the Company's growth into new
markets, (iii) the development of new products and product lines to appeal to
the needs of the Company's customers, (iv) the procurement of export visas for
raw materials for operating room towels from China, which may impact the
availability and pricing of operating room towels, and (v) the retention of the
Company's earnings for use in the operation and expansion of the Company's
business.
Important factors and risks that could cause actual results to differ materially
form those referred to in the forward-looking statements include, but are not
limited to, the effect of economic and market conditions, the impact of the
consolidation throughout the healthcare supply chain, the impact of healthcare
reform, opportunities for acquisitions and the Company's ability to effectively
integrate acquired companies, the ability of the Company to maintain its gross
profit margins, the ability to obtain additional financing to expand the
Company's business, the failure of the Company to successfully compete with the
Company's competitors that have greater financial resources, the loss of key
management personnel or the inability of the Company to attract and retain
qualified personnel, the availability and possible increases in raw material
prices for operating room towels, the impact of current or pending legislation
and regulation, as well as the risks described from time to time in the
Company's filings with the Securities and Exchange Commission, which include
this report on Form 10-Q and the Company's annual report on Form 10-K for the
year ended March 31, 1997.
The forward-looking statements are based on current expectations and involve a
number of known and unknown risks and uncertainties that could cause the actual
results, performance and/or achievements of the Company to differ materially
from any future results, performance or achievements, express or implied, by the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, and that in light of the significant
uncertainties inherent in forward-looking statements, the inclusion of such
statements should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.
11
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Results of Operations
Six months ended September 30, 1997 compared to six months ended
- ----------------------------------------------------------------
September 30, 1996
- ------------------
Net sales for the six months ended September 30, 1997 increased 20% to
$26,753,000 from $22,368,000 for the six months ended September 30, 1996. The
increase in net sales was primarily attributable to an increase of $2,953,000,
or 47%, in net sales of operating room towels, a $546,000, or 30%, increase in
net sales of the QuanTech product line and a $466,000, or 5%, increase in net
sales of laparotomy sponges. Management believes that the increase in net sales
of operating room towels and the QuanTech product line was primarily due to
greater domestic market penetration.
The Company presently obtains substantially all of its raw materials for
operating room towels from China. These operating room towels are designated as
a textile, for which an export visa is required. These export visas could
adversely impact the availability and pricing of operating room towels. In the
event that these quota restrictions reduce the availability of operating room
towels, the Company will accelerate its procurement of operating room towels
from China and, to a lesser extent, secure operating room towels from sources
outside of China. Management presently anticipates that it will be able to meet
the Company's requirements of operating room towels for fiscal 1998.
Gross profit for the six months ended September 30, 1997 increased 29% to
$6,041,000 from $4,681,000 for the six months ended September 30, 1996. Gross
profit as a percentage of net sales for the six months ended September 30, 1997
increased to 23% of net sales from 21% of net sales compared to the period ended
September 30, 1996. The increase in gross profit dollars and gross profit
percentage was primarily attributable to the increase in net sales, increased
manufacturing efficiencies and a decrease in the cost of certain raw materials.
Selling, general and administrative expenses for the six months ended September
30, 1997 increased 13% to $4,126,000 from $3,647,000 for the six months ended
September 30, 1996. As a percentage of net sales, selling, general and
administrative expenses decreased to 15.4% for the six months ended September
30, 1997 from 16.3% for the six months ended September 30, 1996. The increase in
selling, general and administrative expense dollars was primarily attributable
to increased commissions and distributor fees associated with increased sales
volume. The decrease in selling, general and administrative expense dollars as a
percentage of sales was primarily attributable to increased operating
efficiencies.
12
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Restructuring charges of $273,000 were incurred for the three and six months
ended September 30, 1997 as a result of the Company's consolidation of its
existing manufacturing facilities and two leased warehouse facilities into the
new Arden Facility. It is anticipated that the consolidation will be completed
by December 31, 1997.
Interest expense for the six months ended September 30, 1997 increased 12% to
$323,000 from $288,000 for the six months ended September 30, 1996. The increase
in interest expense was primarily attributable to increased working capital
requirements to support increases in inventory and accounts payable as a result
of increased sales.
Net income for the six months ended September 30, 1997 increased to $778,000
from $433,000 for the six months ended September 30, 1996. The increase in net
income is attributable to the aforementioned increase in net sales and gross
profits, which were partially offset by an increase in selling, general and
administrative expenses, restructuring charges and interest expense.
Three months ended September 30, 1997 compared to three months
- --------------------------------------------------------------
ended September 30, 1996.
- -------------------------
Net sales for the three months ended September 30, 1997 increased 19% to
$13,676,000 from $11,496,000 for the three months ended September 30, 1996. The
increase in net sales was primarily attributable to an increase of $1,504,000,
or 48%, in net sales of operating room towels and a $322,000, or 35%, increase
in net sales of the QuanTech product line. Management believes that the increase
in net sales of operating room towels and the QuanTech product line was
primarily due to greater domestic market penetration.
Gross profit for the three months ended September 30, 1997 increased 32% to
$3,199,000 from $2,419,000 for the three months ended September 30, 1996. Gross
profit as a percentage of net sales for the period ended September 30, 1997
increased to 23% of net sales from 21% compared to the period ended September
30, 1996. The increase in gross profit dollars and gross profit percentage was
primarily attributable to the increase in net sales, increased manufacturing
efficiencies and a decrease in the cost of certain raw materials.
Selling, general and administrative expenses for the three months ended
September 30, 1997 increased 16% to $2,069,000 from $1,779,000 for the three
months ended September 30, 1996. As a percentage of net sales, selling, general
and administrative expenses decreased to 15.1% for the three months ended
September 30, 1997 from 15.5% for the three months ended September
13
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30, 1996. The increase in selling, general and administrative expense dollars
was primarily attributable to increased commissions and distributor fees
associated with increased sales volume. The decrease in selling, general and
administrative expense dollars as a percentage of sales was primarily
attributable to increased operating efficiencies.
Restructuring charges of $273,000 were incurred for the three months ended
September 30, 1997 as a result of the Company's consolidation of its existing
manufacturing facilities and two leased warehouse facilities into the new Arden
Facility. It is anticipated that the consolidation will be completed by December
31, 1997.
Interest expense for the three months ended September 30, 1997 increased 16% to
$161,000 from $139,000 for the three months ended September 30, 1996.
Net income for the three months ended September 30, 1997 increased to $411,000
from $294,000 for the three months ended September 30, 1996. The increase in net
income is attributable to the aforementioned increase in net sales and gross
profits, which were partially offset by an increase in selling, general and
administrative expenses, restructuring charges and interest expense.
Liquidity and Capital Resources
- -------------------------------
The Company had working capital of $13,218,000 with a current ratio of 2.76 at
September 30, 1997 as compared to working capital of $10,228,000 with a current
ratio of 2.34 on March 31, 1997. Total borrowings outstanding, including
Industrial Revenue Bonds of $5,500,000, were $13,111,000 with a debt to equity
ratio of .91 at September 30, 1997 as compared to $8,316,000 with a debt to
equity ratio of .62 at March 31, 1997. The increase in total borrowings
outstanding at September 30, 1997 was primarily attributable to the acquisition
of the Arden Facility, which was financed with the proceeds from Industrial
Revenue Bonds as issued by The Buncombe County Industrial Facilities and
Pollution Control Financing Authority.
The Company believes that the anticipated future cash flow from operations,
coupled with its cash on hand and available funds under its revolving credit
agreements, will be sufficient to meet working capital requirements.
14
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MEDICAL ACTION INDUSTRIES INC.
------------------------------
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
There are no material legal proceedings against the Company or
in which any of this property is subject.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
A. The Registrant held its Annual Meeting of Stockholders on
August 13, 1997.
B. Two Directors were elected at the Annual Meeting to serve
until the Annual Meeting of Stockholders in 2000. The names of
these Directors and votes cast in favor of their election and
shares withheld are as follows:
Name Votes For Votes Withheld
---- --------- --------------
Thomas A. Nicosia 6,759,504 111,935
Richard G. Satin 6,760,504 110,935
In addition to the election of Directors, the stockholders
approved a proposal to amend the Company's 1994 Stock
Incentive Plan; 5,749,379 shares voted in favor of this
proposal, 416,843 shares voted against and 37,912 shares
abstained from voting.
The stockholders also approved a proposal to ratify the
selection of Ernst & Young LLP as independent public auditors
of the Company for the fiscal year ending March 31, 1998;
6,733,115 shares voted in favor of this proposal, 14,800
shares voted against and 11,300 shares abstained from voting.
Item 5. Other Information
None
15
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Item 6. (a) Exhibits
None
(b) Reports on Form 8-K
Current Report on Form 8-K dated
July 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDICAL ACTION INDUSTRIES INC.
Date: November 1, 1996 s/ Richard G. Satin
---------------- --------------------------------
Richard G. Satin, Vice President
Principal Accounting Officer
16
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,115
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<ALLOWANCES> 125
<INVENTORY> 11,399
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<PP&E> 12,114
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<BONDS> 0
8
0
<COMMON> 0
<OTHER-SE> 14,328
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