<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
OR
[ ] 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: 0-17458
MBf USA, Inc.
(Exact name of registrant as specified in its charter)
Maryland 73-1326131
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Park Boulevard, Suite 1260
Itasca, IL 60143
-----------------
(Address of principal executive office)
(630) 285-9191
--------------
(Registrant's telephone number including area code)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of the issuer's Common Stock, par value $.01 per
share, and issuer's Series A Convertible Common Stock, par value $.01 per
share, outstanding as of November 13, 1996 was 3,058,333 and 1,252,538,
respectively.
<PAGE> 2
MBf USA, Inc.
INDEX
PART I - FINANCIAL INFORMATION
Item 1.
Consolidated Balance Sheets
September 30, 1996 (unaudited) and December 31, 1995................pg. 1
Consolidated Statements of Operations (unaudited)
for the Three Months Ended September 30, 1996 and 1995..............pg. 3
Consolidated Statement of Operations (unaudited)
for the Nine Months Ended September 30, 1996 and 1995...............pg. 4
Consolidated Statements of Cash Flows (unaudited)
for the Nine Months Ended September 30, 1996 and 1995...............pg. 5
Notes to the Interim Consolidated
Financial Statements (unaudited)....................................pg. 6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations................................pg. 10
PART II - OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K...................................pg. 13
<PAGE> 3
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 350,786 $ 706,309
Accounts receivable - trade, net of allowance for
doubtful accounts of $83,091 in 1996 and
$56,091 in 1995 5,065,259 4,657,616
Inventories 7,335,542 10,119,642
Prepaid expenses 656,637 486,420
Other current assets - 81,730
------------- ------------
Total current assets 13,408,224 16,051,717
------------- ------------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 476,108 471,187
Construction in progress 2,650,886 4,242,199
Vehicles 88,419 41,487
Building improvements 1,265,173 21,744
Equipment, furniture and fixtures 5,152,520 672,637
------------- ------------
Total property, plant and equipment 9,633,106 5,449,254
Less - Accumulated depreciation (499,680) (229,402)
------------- ------------
Property, plant and equipment, net 9,133,426 5,219,852
------------- ------------
INVESTMENT IN LSAI 981,561 1,059,367
------------- ------------
OTHER ASSETS:
Goodwill, net of accumulated amortization of $349,860
in 1996 and $306,527 in 1995 1,400,140 1,443,473
Trademarks, license and land rights, net of accumulated
amortization of $74,851 in 1996 and $47,688 in 1995 501,977 532,443
Due from affiliates 1,749,901 1,791,616
Other assets 479,634 274,736
------------- ------------
Total other assets 4,131,652 4,042,268
------------- ------------
$ 27,654,863 $ 26,373,204
============= ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
-1-
<PAGE> 4
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ 4,318,279 $ 7,052,558
Trade notes payable to banks 4,083,767 2,562,671
Notes payable and current portion of
long-term obligations 684,914 2,224,166
Due to affiliates 261,339 338,694
Accrued expenses 1,351,789 958,130
--------------- -------------
Total current liabilities 10,700,088 13,136,219
--------------- -------------
LONG-TERM DEBT OBLIGATIONS 11,680,610 10,342,500
--------------- -------------
OTHER LONG-TERM LIABILITIES:
Due to affiliate 1,100,000 1,100,000
Other long-term liabilities 338,743 330,266
--------------- --------------
Total other long-term liabilites 1,438,743 1,430,266
--------------- --------------
MINORITY INTEREST IN SUBSIDIARY 207,299 144,558
--------------- --------------
SHAREHOLDERS' EQUITY:
Series A common stock, $.01 par value, 1,252,538 shares
authorized, 1,252,538 shares issued and outstanding 12,525 12,525
Common stock, $.01 par value, 4,000,000 shares
authorized, 3,188,333 and 1,730,795 shares
issued and outstanding in 1996 and 1995, respectively 31,883 17,308
Additional paid-in capital 10,875,848 7,487,944
Retained Earnings (Deficit) (5,852,442) (4,848,224)
Foreign currency translation adjustment (38,849) (26,856)
Net unrealized loss on marketable equity securities (77,806) -
Less - Common stock in treasury, at cost,
130,000 shares in 1996 and 1995 (1,323,036) (1,323,036)
--------------- --------------
Total shareholders' equity 3,628,123 1,319,661
--------------- --------------
$ 27,654,863 $ 26,373,204
=============== ==============
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these balance sheets.
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<PAGE> 5
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
--------------------------------
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
REVENUES:
Product sales, net $ 12,920,402 $ 12,246,069
Interest 13,380 22,429
Other - 70,208
------------- -------------
Total revenues 12,933,782 12,338,706
------------- -------------
COSTS AND EXPENSES:
Cost of product sales 10,334,320 10,989,369
Selling, general and administrative 2,389,922 1,486,083
Interest 445,949 301,061
------------- -------------
Total costs and expenses 13,170,191 12,776,513
------------- --------------
Loss from continuing operations before loss from
minority interest in subsidiary, provision for income
taxes, and discontinued operations of subsidiary (236,409) (437,807)
LOSS FROM MINORITY INTEREST IN SUBSIDIARY (37,819) -
------------ --------------
Loss from continuing operations before provision
for income taxes (274,228) (437,807)
PROVISION FOR INCOME TAXES - -
------------ --------------
Loss from continuing operations (274,228) (437,807)
DISCONTINUED OPERATIONS OF SUBSIDIARY - 20,487
------------ --------------
Net Loss $ (274,228) $ (417,320)
============ ==============
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON
STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 3,938,200 2,347,280
============ ==============
NET LOSS PER COMMON STOCK
AND COMMON STOCK EQUIVALENT $ (0.07) $ (0.18)
============ ==============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-3-
<PAGE> 6
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
------------------------------
1996 1995
----------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Product sales, net $ 36,229,626 $ 32,045,749
Interest 29,383 87,158
Other 5,208 136,776
------------- -------------
Total revenues 36,264,217 32,269,683
------------- -------------
COSTS AND EXPENSES:
Cost of product sales 29,321,017 28,087,963
Selling, general and administrative 6,842,409 6,365,793
Restructure charge - 1,808,757
Interest 1,036,988 652,366
------------- -------------
Total costs and expenses 37,200,414 36,914,879
------------- -------------
Loss from continuing operations before loss from
minority interest in susidiary, provision for income
taxes, and discontinued operations of subsidiary (936,197) (4,645,196)
LOSS FROM MINORITY INTEREST IN SUBSIDIARY (68,021) -
------------- -------------
Loss from continuing operations before provision
for income taxes (1,004,218) (4,645,196)
PROVISION FOR INCOME TAXES - -
------------- -------------
Loss from continuing operations (1,004,218) (4,645,196)
DISCONTINUED OPERATIONS OF SUBSIDIARY - (67,732)
------------- -------------
Net Loss $ (1,004,218) $ (4,712,928)
============= =============
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON
STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING 3,257,730 2,347,280
============= =============
NET LOSS PER COMMON STOCK
AND COMMON STOCK EQUIVALENT $ (0.31) $ (2.01)
============= =============
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
-4-
<PAGE> 7
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
---------------------------
1996 1995
---------- --------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,004,218) $ (4,712,928)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 270,278 72,539
Amortization 73,799 122,417
Provision for doubtful accounts 27,000 10,500
Loss from discontinued operations of subsidiary - 67,732
Gain on disposal of fixed assets - (5,519)
Changes in certain assets and liabilities:
Accounts receivable - trade (434,643) (1,313,564)
Inventories 2,784,100) (1,796,342)
Prepaid expenses (170,217) (127,902)
Other current assets 81,730 (184,223)
Accounts payable - trade (2,734,279) 5,592,241
Accrued expenses 393,659 157,811
Other assets (204,898) 417,773
------------- -------------
Net cash used in operating activites (917,689) (1,699,465)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,183,852) (181,908)
Advances from discontinued subsidiary - 141,379
Minority interest in subsidiary 62,741 -
------------- -------------
Net cash used in investing activities (4,121,111) (40,529)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 3,402,806 -
Amounts due (from) to affiliates (35,640) (2,074,055)
Net borrowings (payments) on trade notes payable to banks 1,521,096 168,585
Proceeds from notes payable 2,535,524 3,650,000
Net proceeds from stock option exercises - 2,951
Payments on notes payable (2,736,666) (83,333)
Proceeds from minority interest shareholder advances 8,149 -
------------- -------------
Net cash provided by financing activities 4,695,269 1,664,148
------------- -------------
IMPACT OF EXCHANGE RATES ON CASH (11,992) -
------------- -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (355,523) (75,846)
CASH AND CASH EQUIVALENTS, beginning of period 706,309 96,096
------------- -------------
CASH AND CASH EQUIVALENTS, end of period $ 350,786 $ 20,250
============= =============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
-5-
<PAGE> 8
MBf USA, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996 and 1995
1. Basis of Presentation:
On February 27, 1992 the shareholders of American Drug Screens, Inc. (a
Maryland corporation which changed its name on May 21, 1993 to MBf USA, Inc.,
the "Company") approved a transaction (the "Share Exchange") whereby the
shareholder of American Health Products Corporation (a Texas corporation,
"AHPC") acquired control of the Company through a series of integrated
transactions, including (a) the increase in authorization of the Company's
Common Stock, par value $.01 per share ("Common Stock"), from 2,000,000 to
4,000,000 shares, and the authorization of 1,252,538 shares of a new Series A
Convertible Common Stock, par value $0.01 per share ("Series A Common Stock"),
(b) the acquisition by a wholly owned subsidiary of the Company of all the
issued and outstanding shares of common stock of AHPC from MBf International,
Ltd., a Hong Kong corporation and the majority shareholder of the Company ("MBf
International"), in exchange for 1,252,538 shares of Series A Common Stock; and
(c) the restructuring of the Board of Directors by creating two classes of
directors. Accordingly, the transaction was accounted for as a purchase. MBf
International is a subsidiary of MBf Holdings Berhad ("MBf Holdings"), a
Malaysian publicly traded company and the ultimate parent of the Company.
The unaudited consolidated financial statements have been prepared for
interim periods only and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
consolidated statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995. The accompanying
consolidated financial statements have not been audited by independent
accountants in accordance with generally accepted accounting standards, but in
the opinion of management, such consolidated financial statements include all
adjustments necessary to fairly present the Company's financial position,
results of operations and cash flows. The results of operations for the nine
months ended September 30, 1996 may not be indicative of the results that may
be expected for the year ended December 31, 1996.
2. Description of Business:
MBf USA, Inc. and subsidiaries manufacture and market medical examination
gloves in the United States and distribute Playboy brand condoms
internationally. The Company owns a majority interest in an Indonesian glove
manufacturing plant which began production in April, 1996 and manufactures
latex medical examination gloves. The plant began shipping product in May,
1996.
3. Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, American Health Products Corporation
("AHPC"), MBf America,
-6-
<PAGE> 9
Inc. (a non-active holding company), Premier Latex, Inc., which is currently
inactive, and Disposable Garments, Inc. ("DGI"), a discontinued operation which
is currently inactive. The Company is in the process of dissolving Premier
Latex Inc. and DGI which will be completed by December 31, 1996. Effective
October 31, 1995, the Company acquired a 70% interest in an Indonesian glove
manufacturing factory, PT MBf Buana Multicorpora ("PT Buana"). Accordingly,
PT Buana's assets, liabilities, equity and minority interest is included in the
consolidated financial statements of the Company. All significant intercompany
transactions have been eliminated.
4. Other Items:
The investment in Laboratory Specialist of America, Inc. ("LSAI") on the
balance sheet at September 30, 1996 is comprised of a note receivable from LSAI
of $353,123 and a common stock investment in LSAI, at cost, of $706,244. The
Company had agreed not to sell its 239,405 shares of LSAI common stock prior to
July 8, 1996 in accordance with Rule 144.
The Company's investment in the publicly traded stock of LSAI is accounted
for as "available for sale" securities in compliance with the provisions of the
Statement of Financial Accounting Standards No. 115 (SFAS 115). On September
30, 1996, the Company's common stock investment in LSAI had a market value of
$628,438. The reduction below cost in the investment has been recorded as of
September 30, 1996 through shareholders' equity as a net unrealized loss.
5. Acquisition of PT Buana:
The Company entered into a Stock Acquisition Agreement with MBf
International dated October 31, 1995, whereby MBf International exchanged its
beneficial interest in 1,365 shares of common stock of PT Buana (representing
70% of the outstanding common stock of PT Buana), and a non-interest-bearing
demand note in the principal amount of $737,769, for 255,072 shares of the
Company's Common Stock having an aggregate value of $1,219,563. Because the
Company and PT Buana are under common control, the assets and liabilities
acquired were recorded at PT Buana's historical cost. The demand note is
guaranteed by MBf Holdings Berhad ("MBf Holdings"), the ultimate holding
company of MBf International. PT Buana is a latex examination glove factory,
located in Indonesia, which will supply production for the Company's
subsidiary, AHPC.
The factory began production in April, 1996. Prior to this date, the
factory was in the start-up phase of operation. Accordingly, the factory had
capitalized certain start-up costs incurred and will amortize these costs over
a one-year period. As of September 30, 1996, the Company has recorded a
minority interest in the PT Buana subsidiary of $207,299 as reflected in the
consolidated balance sheets, representing the non-owned 30% equity interest in
the factory. The minority interest of PT Buana is owned by two Indonesian
corporations.
6. Accounting for Income Taxes:
The Company records income taxes in accordance with Statement of Financial
-7-
<PAGE> 10
Accounting Standards No. 109 ("SFAS 109"). SFAS 109 utilizes the liability
method and deferred taxes are determined based on the estimated future tax
effects of differences between the financial statement and tax basis of assets
and liabilities given the provisions of enacted tax laws. Deferred income tax
provisions and benefits are based on the changes in the deferred tax asset or
tax liability from period to period.
The effective income tax rates differ from the statutory federal income
tax rate of 34% at September 30, 1996 and 1995. The sources and tax effects of
the differences are as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Tax expense at statutory rate of 34% $(341,434) $(1,602,395)
Goodwill amortization 43,333 72,269
Increase in deferred tax asset valuation allowance $ 298,101 $ 1,530,126
--------- -----------
Provision for income taxes $ 0 $ 0
========= ===========
</TABLE>
The Company had net operating loss carry forwards ("NOLs") at December 31,
1995 of approximately $4,900,000 which were available to reduce Federal taxable
income in prior and future periods and will begin expiring in 2003. In
accordance with Federal tax regulations, usage of NOLs is subject to
limitations in future years if certain ownership changes occur. Such ownership
changes occurred with the transactions described in Note 1. Because of these
factors, the utilization of the NOLs generated prior to December 31, 1995 may
be significantly limited.
7. Contingencies:
Over the last several years, numerous product liability lawsuits have been
filed against suppliers and manufacturers of powdered latex gloves alleging,
among other things, adverse allergic reactions. AHPC is one of numerous
defendants that have been named in such lawsuits and to date is named and
served in six (6) actions. While the damages claimed are substantial,
the Company believes its exposure in these lawsuits is mitigated by (i) the
fact that it does not manufacture any of the products that are the subject of
the lawsuits; and (ii) warnings which accompany such products. In any event,
because the Company carries product liability insurance with $2,000,000 of
coverage for the payment of any indemnity or judgments, the Company believes
that its risk of exposure is limited, but could have a materially adverse
effect on the Company. However, it is not feasible to predict the ultimate
outcome of litigation.
8. Reclassifications:
Certain reclassifications have been made to the December 31, 1995
consolidated balance sheet and the consolidated statements of operations for
the three and nine months ended September 30, 1995. These reclassifications
have been made for comparison purposes only and have no effect on the net loss
for those periods.
-8-
<PAGE> 11
9. Supplemental Cash Flow Information:
Other noncash investing activities for the nine months ended September 30,
1996 include $77,806 of unrealized loss on the common stock investment in LSAI.
10. Subsequent Events:
Subsequent to September 30, 1996, the Company announced its arrangement
with Playboy Enterprises, Inc. ("PEI") to terminate their license agreement
under which the Company distributed Playboy(R) brand condoms in fifteen (15)
countries. Under the negotiated agreement, the Company will, until June 30,
1997, continue to sell Playboy(R) condoms in the countries where it has
launched the product. For a period of three (3) years after that date, the
Company will be entitled to receive revenues on sales of Playboy(R) condoms in
these countries and in Japan. PEI has the right to immediately appoint new
licensees in those countries where the condoms has not launched.
-9-
<PAGE> 12
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The Company is engaged in the international marketing and distribution of
Playboy(R) brand latex condoms after acquiring the Playboy license rights on
December 30, 1993. The sales of condoms is a small portion of total product
sales due to the short period the Company has been in this business, which
commenced in 1994. In November, 1996, the Company announced it is exiting the
Playboy(R) condom business by June 30, 1997, after reaching an amicable
agreement with PEI to terminate their license agreement. The Company will
continue to distribute Playboy(R) condoms in the fifteen (15) countries where
it launched the products until June 30, 1997. For a period of three (3) years
after that date, the Company will be entitled to receive revenues on sales of
Playboy(R) condoms in these countries and in Japan.
The Company's subsidiary, AHPC, is engaged in the marketing and
distribution of medical examination gloves in the United States. AHPC's gloves
sales make up the vast majority of product sales and AHPC has been in business
since its incorporation in January, 1989. The Company's Indonesian subsidiary,
PT Buana, is engaged in the manufacturing of latex examination gloves which
sells virtually all of its production to AHPC.
PT Buana was incorporated in Indonesia on October 17, 1994, and began
operations in April, 1996. Since the Company acquired a 70% interest in PT
Buana on October 31, 1995, and due to the start-up nature of the factory,
certain start-up costs have been capitalized and will be amortized over a one
year period through April, 1997. PT Buana began shipping product to AHPC in
May 1996 and had net sales during the three and nine months ended September 30,
1996 of $2,381,940 and $3,572,579, respectively. All intercompany transactions
between PT Buana and AHPC are eliminated in consolidation.
Total revenues for the quarter ended September 30, 1996 were $12,933,782
compared to $12,338,706 for the same period in 1995, an increase of 4.8%.
Total revenues for the nine months ended September 30, 1996 were $36,264,217
compared to $32,269,683 for the same period in 1995, an increase of 12.4%.
For the three months ended September 30, 1996, total revenues include
product sales of $12,649,724 from the Company's exam glove product line sold by
AHPC and $111,744 from the Playboy condom product line. Sales of glove and
Playboy condoms for the comparable period in 1995 were $11,574,649 and
$671,420, respectively.
The increased sales volume at AHPC in both the three and nine month
periods is attributable to AHPC's more developed customer relationships and the
ability to fulfill customers' quantity requirements. The Company has
maintained its glove inventory levels to enable glove sales to increase by over
9.3% in the third quarter of 1996 and 15.1% for the nine month period in 1996
as compared to the same periods in 1995. During the first nine months of 1996,
two of AHPC's customers accounted for approximately 61% of glove sales. The
loss of either of such customers of AHPC would have an adverse material effect
on the Company.
-10-
<PAGE> 13
During the three months ended September 30, 1996, the Playboy condom sales
were $111,744 compared to $671,420 during the same period in 1995. Condom
sales in the nine months ended September 30, 1996 were $1,135,717 versus
$1,708,379 in the comparable period in 1995. The decrease in the condom sales
is attributable to the slow down in orders from international distributors.
Cost of goods sold as a percentage of product sales for the three and nine
month periods ended September 30, 1996 were 80.0% and 80.9%, respectively,
compared to 89.7% and 87.6%, respectively, for the comparable periods in 1995.
These decreases in cost of sales as a percentage of product sales is attributed
to (1) more favorable glove purchase prices obtained in 1996 due to a lower raw
material latex price; (2) AHPC's increased glove sale prices in the second half
of 1995; (3) continued efforts to change the glove product mix towards higher
profit margin gloves; (4) the inclusion of higher manufacturing margins
generated by PT Buana; and (5) the reduction in 1996 of duty and ocean freight
costs.
Selling, general and administrative ("SG&A") expense increased from
$1,486,083 for the three months ended September 30, 1996 to $2,389,922 for the
same period in 1996. SG&A expenses increased from $6,365,793 for the nine
months ended September 30, 1995 to $6,842,409 for the same period in 1996.
These increases are attributable to the inclusion of PT Buana's SG&A costs in
1996 and to added costs associated with the increase in sales volume at AHPC.
During the second quarter of 1995, the Company incurred a restructuring
charge which included the resignation of and severance payments to the
Chairman/CEO, President/COO, and CFO. The Board of Directors directed the
Company to focus on its core businesses and to exit the nutritional product
business, where sales were negligible, and the entry costs were very high,
which contributed to significant losses.
Key components of the 1995 restructure charge were costs related to the
exit of the nutritional product business, executive management personnel
severance, and the closing of the executive office in New Jersey. The charge
includes provisions for work force reductions, the write down of intangible and
other assets, costs associated with the removal of the nutritional vitamin
product lines, and other costs associated with the execution of the
restructure. The restructuring charge resulted in a one-time charge of
$1,808,757 in the second quarter of 1995.
Interest expense increased from $301,061 for the quarter ended September
30, 1995 to $445,949 for the same period in 1996. The increase is attributable
to the inclusion of PT Buana's debt facility which was not included in the
third quarter of 1995. Interest expense increased from $652,366 during the
nine months ended September 30, 1995 to $1,036,988 for the same period in 1996.
This increase is attributable to (i) the inclusion in 1996 of interest expense
from PT Buana's debt facility which was not included in 1995, and (ii) higher
levels of borrowing and debt in the first half of 1996 over the first half of
1995.
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<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had a working capital surplus of
$2,708,136 compared to $2,915,498 surplus at December 31, 1995. The decrease
in working capital is primarily attributable to a reduction in cash, inventory
and accounts payable.
On August 16, 1995, the Company amended its credit facility loan agreement
with Bank Bumiputra Malaysia Berhad ("BBMB") which allowed for AHPC to begin
utilization of an amended BBMB credit facility. The amended credit facility
waives certain of the financial covenant requirements until December 31, 1996.
The amended BBMB agreement (i) decreased the revolving line of credit from
$6,000,000 to $1,600,000, (ii) decreased the letter of credit commitment from
$1,800,000 to $1,400,000, and (iii) decreased the standby letter of credit
commitment from $200,000 to $100,000. It transferred $4,825,000 of the
outstanding revolving line of credit balance into a new non-revolving Converted
Loan Commitment, which along with the amounts described above, are evidenced by
a single credit note in the aggregate amount of $7,925,000. The Company is
obligated to maintain AHPC's net worth at a minimum of $3,000,000.
The Converted Loan Commitment portion of the amended credit note bears
interest at 3% over prime. The Company may increase the revolving line of
credit or letter of credit facility by up to $2,000,000 as principal payments
are made on the Converted Loan Commitment. In the first nine months of 1996,
AHPC paid down the Converted Loan Commitment by $2,000,000 which increased the
letter of credit availability by the same amount. At September 30, 1996 and
December 31, 1995, $2,825,000 and $4,825,000, respectively, was outstanding on
the Converted Loan Commitment.
The BBMB revolving line of credit bears interest at 3% over prime. The
entire BBMB facility, which is guaranteed by MBf Holdings, is secured by
accounts receivable and inventory and is governed by specific financial
covenants and ratios which are waived through December 31, 1996. At December
31, 1995, $1,500,000 of this credit line and $993,500 of the BBMB letter of
credit facility had been utilized. At September 30, 1996, none of the credit
line and $2,131,592 of the BBMB letter of credit facility had been utilized.
In June 1995, AHPC entered into a letter of credit banking facility
agreement with MBf Bank, Tonga in the amount of Tonga dollars T$1,000,000 or
approximately US$800,000. On August 24, 1995, the MBf Bank of Tonga approved
an additional T$2 million letter of credit facility bringing the total facility
to T$3 million or approximately US$2.4 million. This unsecured facility is
guaranteed by MBf Holdings. At September 30, 1996, US$1,952,175 of this letter
of credit facility was utilized compared to US$1,307,135 at December 31, 1995.
In October 1994, pursuant to two debenture and warrant purchase agreements
between the Company and two trusts established by George S. Mennen, the Company
issued, and each trust purchased, a convertible subordinated debenture in the
amount of $1,000,000 payable in seven years with interest at 1.5% over the
prime rate. Each debenture is convertible into Common Stock of the Company at
a conversion price of $25.00 per share. In addition, each trust received a
warrant exercisable over five years to purchase 7,500 shares of the Common
Stock of
-12-
<PAGE> 15
the Company at an exercise price of $22.50 per share. At September 30, 1996
and December 31, 1995, long-term debt of $2 million is recorded from this
transaction. For the nine months ended September 30, 1996, the Company
incurred interest expense of approximately $150,000 on this indebtedness.
PT Buana has debt consisting of a syndicated loan facility with three
Indonesian banks amounting to a total credit facility of $6.5 million. As of
September 30, 1996 and December 31, 1995, $6.5 million and $4.0 million,
respectively, had been borrowed against the facility which was used for the
purchase of assets, and the construction and start-up operations of the
Indonesian factory. This credit facility is secured by the assets and equity
of PT Buana and is guaranteed by MBf Holdings. The facility bears interest
ranging from 8.5% to 13.6875% and is payable in eight semi-annual installments,
with the final principal payment due in November 2000. During the three and
nine months ended September 30, 1996, the Company incurred interest expense of
$146,997 and $246,080, respectively, on this indebtedness.
During June, 1996, the Company received $1.0 million from a Malaysian
glove manufacturer in exchange for the issuance of 296,296 shares of Common
Stock. The proceeds were used to reduce AHPC's liability owed to the
manufacturer for latex exam glove purchases. This issuance provides the
manufacturer with an 8% interest in the Company.
During June, 1996, the Company received approximately $1.4 million from
MBf International in exchange for 488,953 shares of Common Stock of the
Company. The proceeds were used for the funding of PT Buana's acquisition of
manufacturing equipment which will be used to expand PT Buana's production
capacity.
During August, 1996, the Company received $1.0 million from MBf
International, the majority shareholder of the Company, in exchange for 672,269
shares of the Company's Common Stock. The proceeds were used for working
capital needs of the Company. This investment increases MBf International
ownership in the Company to 68%.
The Company is continuing to seek and identify additional sources of
funding to provide capital in the event its credit facilities do not provide
sufficient liquidity to fund the Company's ongoing operations.
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
Form 8-K Current Report dated September 10, 1996 which reported
information under Item 5.
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<PAGE> 16
SIGNATURES
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.
MBf USA, Inc.
(Registrant)
Date: November 14, 1996 By: /s/ Stephen Tan
---------------
Name: Stephen Tan
Title: Chief Financial Officer
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