<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: January 3, 1998 Commission File Number: 0-18671
NUTRAMAX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 061200464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 Blackburn Drive, Gloucester, Massachusetts 01930
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 283-1800
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 No X
--- ---
As of February 11, 1998 there were 6,298,516 shares of Common Stock, par value
$.001 per share, outstanding.
<PAGE>
NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
Fourteen Weeks Ended January 3, 1998
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Fourteen Weeks ended January 3, 1998 and
Thirteen Weeks Ended December 28, 1996 (Unaudited) 4
Condensed Consolidated Balance Sheets -
January 3, 1998 (Unaudited) and September 27, 1997 5
Condensed Consolidated Statements of Cash Flows -
Fourteen Weeks ended January 3, 1998 and
and Thirteen Weeks Ended December 28, 1996 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 9-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
Fourteen Weeks Ended January 3, 1998
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
3
<PAGE>
NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Fourteen Thirteen
Weeks Ended Weeks Ended
-----------------------------
January 3, December 28,
1998 1996
------------ -------------
NET SALES $ 34,463,000 $ 22,035,000
COST OF SALES 25,874,000 15,984,000
------------ ------------
GROSS PROFIT 8,589,000 6,051,000
SELLING, GENERAL & ADMINISTRATIVE EXPENSES 4,906,000 3,074,000
------------ ------------
OPERATING INCOME 3,683,000 2,977,000
OTHER INCOME (EXPENSE):
Interest expense (2,343,000) (420,000)
Interest Income 5,000 57,000
Other 2,000 (27,000)
------------ ------------
INCOME BEFORE INCOME TAX EXPENSE 1,348,000 2,587,000
INCOME TAX EXPENSE 538,000 1,047,000
------------ ------------
NET INCOME $ 810,000 $ 1,540,000
============ ============
EARNINGS PER SHARE:
Basic $ .14 $ .18
------------ ------------
Diluted $ .14 $ .18
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 5,624,000 8,714,000
------------ ------------
Diluted 5,938,000 8,766,000
============ ============
See notes to condensed consolidated financial statements.
4
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
January 3, September 27,
1998 1997
------------ -------------
(Unaudited) (See Note)
ASSETS
------
CURRENT ASSETS:
Cash $ 337,000 $ 243,000
Accounts receivable, net 19,033,000 19,618,000
Inventories 38,909,000 36,135,000
Deferred income taxes 823,000 823,000
Escrow receivable 1,125,000 2,876,000
Prepaid expenses and other 644,000 655,000
------------ ------------
TOTAL CURRENT ASSETS 60,871,000 60,350,000
PROPERTY, PLANT AND EQUIPMENT, net 45,396,000 44,456,000
RESTRICTED CASH 520,000 316,000
GOODWILL, net 22,757,000 22,934,000
OTHER ASSETS 4,818,000 4,703,000
------------ ------------
$134,362,000 $132,759,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 11,136,000 $ 13,427,000
Accrued payroll and related taxes 871,000 936,000
Accrued Interest 515,000 1,325,000
Accrued expenses - other 2,346,000 1,709,000
Current maturities of long-term debt 4,345,000 4,351,000
------------ ------------
TOTAL CURRENT LIABILITIES 19,213,000 21,748,000
Long-Term Debt, less current maturities 88,891,000 85,542,000
Deferred Income Taxes and Other Liabilities 1,884,000 1,884,000
Other Long Term Liabilities 92,000 106,000
Commitments & Contingencies -- --
STOCKHOLDERS' EQUITY 24,282,000 23,479,000
------------ ------------
$134,362,000 $132,759,000
============ ============
Note: The balance sheet at September 27, 1997 has been condensed from the
audited financial statements at that date.
See notes to condensed consolidated financial statements.
5
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-------------------------------
January 3, December 28,
1998 1996
------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 810,000 $ 1,540,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Non cash items primarily depreciation and amortization 1,827,000 1,271,000
Increase (decrease), net of effect of acquisitions:
Accounts receivable 473,000 472,000
Inventories (2,774,000) (1,863,000)
Accounts payable, accrued expenses and other (3,055,000) 726,000
Federal and state taxes payable 529,000 301,000
----------- -----------
Net cash (used in) provided by operating activities (2,190,000) 2,447,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Escrow received 1,751,000 --
Restricted Cash (204,000) 659,000
Purchases of property and equipment (1,976,000) (2,156,000)
Deferred packaging costs (287,000) (240,000)
Other (150,000) (34,000)
----------- -----------
Net cash used in investing activities (866,000) (1,771,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility and
other Long Term Debt 4,034,000 (188,000)
Proceeds from exercise of stock options -- 546,000
Debt Repayments (734,000) (477,000)
Deferred Financing Costs (138,000) (775,000)
Other (12,000) (49,000)
----------- -----------
Net cash provided by (used in) financing activities 3,150,000 (943,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH 94,000 (267,000)
CASH:
Beginning of period 243,000 294,000
----------- -----------
End of period $ 337,000 $ 27,000
----------- -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 99,000 $ 571,000
----------- -----------
Interest paid $ 3,087,000 $ 379,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The condensed consolidated balance sheet of NutraMax Products, Inc. and
Subsidiaries (the "Company") as of January 3, 1998, the condensed consolidated
statements of operations for the thirteen weeks ended January 3, 1998 and
December 28, 1996, and the condensed consolidated statements of cash flows for
the thirteen weeks then ended have been prepared by the Company without audit.
In the opinion of the Company, all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at January 3, 1998, and for all periods
presented, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's September 27, 1997 Annual Report on Form 10-K. The results of
operations for the period ended January 3, 1998 are not necessarily indicative
of the operating results for the full year.
Note B - Acquisition
On September 11, 1997, the Company acquired certain assets and assumed certain
liabilities related to the first aid business of American White Cross, Inc. and
Weaver Manufacturing Corporation ("American White Cross" or "First Aid
business"). As of fiscal year end 1997, the Company had recorded an escrow
receivable of $1,125,000 that was purchased as part of the acquisition and an
escrow receivable of $1,751,000 related to purchase price adjustments. The
purchase price was finalized in December 1997 and the $1,751,000 was released
from escrow and returned to the Company during the first quarter ended January
3, 1998. The Company is in the process of obtaining appraisals on certain assets
acquired. The excess of purchase price over estimated fair value of assets
acquired may be adjusted based on the results of such appraisals.
Note C - Inventory
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
January 3, September 27,
1998 1997
----------- -------------
Raw materials $19,091,000 $15,921,000
Finished goods 15,521,000 16,223,000
Work-in-process 2,119,000 1,953,000
Machine parts and factory supplies 2,178,000 2,038,000
----------- -----------
$38,909,000 $36,135,000
=========== ===========
7
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note D - Debt
The Company's Revolving Credit Facility of $25,000,000 had an outstanding
balance of $20,342,000 on January 3, 1998. The interest rate was 8.946% based
on LIBOR plus 2.5% and the prime rate. The Revolving Credit Facility expires on
January 1, 2002.
A summary of Debt outstanding as of January 3, 1998 is as follows:
Revolving Credit Facility $ 20,342,000
Term Loans 50,335,000
Subordinated Debt 9,098,000
Industrial Development Bonds 6,900,000
MEDIQ Note 5,915,000
Mortgages 635,000
Capital Lease Obligation 11,000
------------
$ 93,236,000
Less: Current maturities of long-term debt: 4,345,000
------------
Long Term Debt $ 88,891,000
============
Note E - Adoption of New Accounting Pronouncements
Effective September 28, 1997, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 128 "Earnings per share which requires the
disclosure of basic and dilutive earnings per share. The adoption of SFAS No.
128 did not have a dilutive effect on previously reported earnings per share.
Note F - Income Taxes
The provision for income tax expense for the fourteen weeks ended January 3,
1998 has been computed using an estimated effective tax rate for the year ended
October 3, 1998.
Note G - Dutch Auction Self Tender
On October 29, 1997 the Company announced that it would purchase from its
stockholders in a Dutch Auction self tender up to 450,000 shares of its common
stock ("the Shares") at a purchase price not greater than $12.75 per share no
less than $11.00 per share. The purpose of the offer was to provide added market
liquidity for stock holders who wished to sell their shares as a result of the
Company's fourth quarter performance.
The offer expired on November 28, 1997. A total of 250,668 shares were purchased
and retired by the Company at a price of $12.75 per share. The offer was
financed by sales by the Company of Shares as follows: (i) to Cape Ann
Investors, L.L.C. ("Cape Ann"), the Company's largest stockholder, pursuant to
an agreement dated as of October 14, 1997, as amended on October 16, 1997 by and
between the Company and Cape Ann (193,014 shares); (ii) to Bernard J. Korman
8
<PAGE>
("Mr. Korman"), the Company's Chairman of the Board, pursuant to an agreement
dated as of October 14, 1997 buy and between the Company and Mr. Korman (50,134
shares); (iii) to Donald E. Lepone ("Mr. Lepone"), the Company's Chief Executive
Officer, pursuant to an Agreement dated October 14, 1997 by and between the
Company and Mr. Lepone (5,013 shares); and (iv) to Donald M. Gleklen ("Mr.
Gleklen"), a member of the Board of Directors of the Company, pursuant to an
Agreement dated as of October 16, 1997 by and between the Company and Mr.
Gleklen (2,507 shares).
The costs associated with the Dutch Auction Self Tender amounted to
approximately $150,000.
In connection with the Dutch Auction self tender, the Company received from its
Senior and Subordinated lenders, a waiver to allow for the purchase of its
common stock.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
The following discussion addresses the financial condition of the Company
as of January 3, 1998 and its results of operations for the fourteen weeks then
ended, compared with the thirteen week period last year. On September 11, 1997,
the Company acquired certain assets and assumed certain liabilities related to
the first aid division of America White Cross, Inc. and Weaver Manufacturing
Corp. ("The First Aid Business"). The acquisition was accounted for as a
purchase and the results of operations of the First Aid business are included in
the Company's Consolidated Operations for the fourteen weeks ended January 3,
1998. This discussion should be read in conjunction with the Management's
Discussion and Analysis section included in the Company's Annual Report on Form
10-K for the year ended September 27, 1997 to which the reader is directed for
additional information.
Some of the information presented in this report constitutes forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. Factors which could cause actual
results to differ from expectations include the timing and amount of new product
introductions by the Company, the timing of orders received from customers, the
gain or loss of significant customers, changes in the mix of products sold,
competition from brand name and other private label manufacturers, seasonal
changes in the demand for the Company's products, increases in the cost of raw
materials and changes in the retail market for health and beauty aids in
general. For additional information concerning these and other important factors
which may cause the Company's actual results to differ materially from
expectations and underlying assumptions, please refer to the Company's Annual
Report on Form 10-K for the year ended September 27, 1997 and other reports
filed with the Securities and Exchange Commission.
9
<PAGE>
Results of Operations
The following table sets forth, for all periods indicated, the percentage
relationship that items in the Company's Condensed Consolidated Statements of
Operations bear to net sales.
Thirteen Weeks Ended
----------------------------
January 3, December 28,
1998 1996
---- ----
NET SALES 100% 100%
COST OF SALES 75 72
---- ---
GROSS PROFIT 25 28
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 14 14
---- ---
OPERATING INCOME 11 14
OTHER CREDITS (CHARGES) (7) (2)
---- ----
INCOME BEFORE INCOME TAX EXPENSE 4 12
INCOME TAX EXPENSE 2 5
---- ---
NET INCOME 2% 7%
==== ====
First Quarter 1998 Compared to First Quarter 1997
Net sales for first quarter ended January 3, 1998 were $34,463,000, an
increase of $12,428,000, or 56%, over first quarter 1997 net sales of
$22,035,000 of the increase in net sales approximately $8,430,000 was primarily
attributable to sales of First Aid products with added increases in the
Cough/Cold category of approximately $2,403,000 with the balance of the increase
in the Eye Care, Oral Care and Personal Care categories.
Gross profit for first quarter 1998 was $8,589,000 or 25% of net sales, as
compared to $6,051,000 or 28% of net sales for the prior year's quarter. The
decrease in gross margin percent is attributable to inefficiencies related to
Cough/Cold products production. These inefficiencies occurred during our fourth
fiscal quarter of 1997 and relatd to the delay in the completion of the
continuous cooking line which delayed production causing underabsorbed labor and
overhead.
Selling, general and administrative expenses for first quarter 1998 were
$4,906,000, or 14% of net sales, as compared to $3,074,000 or 14% of net sales
for the prior year's quarter. The $1,832,000 increase was primarily attributable
to commission and freight increases associated with increased sales.
Interest expense for the first quarter 1998 was $2,343,000 as compared to
$420,000 in the prior year quarter. This increase is a result of the increased
debt associated with the acquisition of the first aid business of American White
Cross.
Interest income for the quarter decreased due to the decreased balance of
the restricted cash associated with the IDB financing.
The effective income tax rate for the quarter was 40% which is comparable
to the prior year quarter.
10
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Liquidity and Capital Resources
As of January 3, 1998 the Company had working capital of $41,658,000 as
compared to working capital of $38,602,000 as of September 27, 1997. The
increase in working capital was primarily attributable to increased inventories
to support the increased sales and a decrease in accounts payable.
Net cash used in operating activities was $2,190,000 for the fourteen weeks
ended January 3, 1998, as compared to $2,447,000 provided by operating
activities in the prior year thirteen week period. This decrease was primarily
attributable to a reduction in accounts payable and increased inventories.
Net cash used in investing activities was $866,000 for 1998, consisting
primarily of funds used for expenditures of capital equipment offset by escrow
proceeds received from the acquisition of the first aid business of American
White Cross. The Company anticipates additional capital expenditures of
approximately $7,500,000 for the remainder of fiscal 1998. The expenditures
relate primarily to additional manufacturing capacity requirements and the
purchase of its manufacturing facility in Gloucester, MA. These expenditures are
expected to be financed through cash generated from operations and a mortgage
note with respect to the building purchase.
Net cash provided by financing activities was $3,150,000 for the fourteen
weeks ended January 3, 1998, consisting of borrowings of $4,034,000 primarily
resulting from the purchase of the first aid division of American White Cross
offset by debt repayments of $734,000.
The Companies Revolving Credit Facility of $25,000,000 had an outstanding
balance of $20,342,000 on January 3, 1998. The interest rate was 8.946% based on
LIBOR plus 2.5% and the prime rate. The Revolving Credit Facility expires on
January 1, 2002.
The Company believes that its existing working capital, anticipated funds
to be generated from operations, funds available under the revolving credit
facility and added financing resulting from the building purchase will be
sufficient to meet the Company's operating and capital needs during fiscal 1998.
However, depending upon future growth of the business, additional financing may
be required.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 -Computation of Earnings Per Share appears on page 14.
Exhibit 27 -Financial Data Schedule appears on page 15.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed in the quarter ended January 3,1998.
11
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
Fourteen Weeks Ended January 3, 1998
SIGNATURE
---------
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.
NutraMax Products, Inc.
---------------------------
(Registrant)
February 17, 1998
---------------------
(Date) /s/ Robert F. Burns
---------------------------
Robert F. Burns
Vice President and
Chief Financial Officer
12
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NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
Fourteen Weeks Ended January 3, 1997
SIGNATURE
---------
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.
NutraMax Products, Inc.
---------------------------
(Registrant)
February 17, 1998
-------------------
(Date)
---------------------------
Robert F. Burns
Vice President and
Chief Financial Officer
13
<PAGE>
EXHIBIT 11
NUTRAMAX PRODUCTS, INC. AND SUBSIDIARIES
Computation Of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
Quarters Ended
--------------------------------
Jan. 3, 1998 Dec. 28, 1997
------------ -------------
<S> <C> <C>
Basic Earnings per share:
Weighted average number of shares outstanding:
Common 5,624,318 8,714,381
Shares deemed outstanding from the assumed exercise
of stock options and ING warrant 222,206 50,312
---------- ----------
Total 5,846,524 8,764,693
---------- ----------
Net Income $ 810,000 $1,540,000
---------- ----------
Basic Earnings per share $ 0.14 $ 0.18
========== ==========
Fully diluted earnings per share:
Weighted average number of shares outstanding
as above 5,846,524 8,764,693
Additional shares deemed outstanding from the
assumed exercise of stock options and ING warrant 91,031 1,590
---------- ----------
Total 5,937,555 8,766,283
---------- ----------
Fully diluted earnings per share $ 0.14 $ 0.18
========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-03-1998
<PERIOD-END> JAN-03-1998
<CASH> 377
<SECURITIES> 0
<RECEIVABLES> 19,784
<ALLOWANCES> 751
<INVENTORY> 38,909
<CURRENT-ASSETS> 60,871
<PP&E> 63,725
<DEPRECIATION> 18,329
<TOTAL-ASSETS> 134,362
<CURRENT-LIABILITIES> 19,213
<BONDS> 88,891
0
0
<COMMON> 6
<OTHER-SE> 24,276
<TOTAL-LIABILITY-AND-EQUITY> 134,362
<SALES> 34,463
<TOTAL-REVENUES> 34,463
<CGS> 25,874
<TOTAL-COSTS> 25,874
<OTHER-EXPENSES> 4,906
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,343
<INCOME-PRETAX> 1,348
<INCOME-TAX> 538
<INCOME-CONTINUING> 810
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 810
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
