<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, 1997
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 14, 1997 was 3,061,667 and 1,252,538,
respectively.
<PAGE> 2
MBf USA, Inc.
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1.
Consolidated Balance Sheets
September 30, 1997 (unaudited) and December 31, 1996 (audited)..... pg. 1
Consolidated Statements of Operations (unaudited) for the
Three Months Ended September 30, 1997 and 1996..................... pg. 3
Consolidated Statements of Operations (unaudited) for the
Nine Months Ended September 30, 1997 and 1996...................... pg. 4
Consolidated Statements of Cash Flows (unaudited) for the
Nine Months Ended September 30, 1997 and 1996...................... 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. 11
PART II - OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K................................... pg. 14
</TABLE>
<PAGE> 3
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 870,159 $ 321,038
Accounts receivable - trade,
net of allowance for
doubtful accounts of $160,000
in 1997 and $73,000 in 1996 5,181,657 4,677,490
Inventories 8,814,650 8,094,649
Prepaid expenses 592,161 999,704
Other current assets 59,795 58,893
Current assets of discontinued
operations 120,368 264,520
----------- -----------
Total current assets 15,638,790 14,416,294
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Land rights and land improvements 674,915 694,272
Construction in progress 1,797,431 1,074,092
Equipment, furniture and fixtures 8,402,481 7,183,071
Building improvements 1,251,046 1,262,248
Vehicles 87,016 105,023
----------- -----------
Total property, plant
and equipment 12,212,889 10,318,706
Less - Accumulated depreciation (1,346,189) (736,858)
----------- -----------
Property, plant and
equipment, net 10,866,700 9,581,848
----------- -----------
INVESTMENT IN LSAI 903,017 1,015,117
----------- -----------
OTHER ASSETS:
Goodwill, net of accumulated
amortization of $395,098
in 1997 and $364,305 in 1996 1,354,902 1,385,695
Due from affiliates 204,221 550,210
Other assets 189,436 297,209
Assets of discontinued operations - 267,251
----------- -----------
Total other assets 1,748,559 2,500,365
----------- -----------
$29,157,066 $27,513,624
=========== ===========
</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, 1997 December 31, 1996
------------------ -----------------
(Unaudited) (Audited)
<S> <S> <S>
CURRENT LIABILITIES:
Accounts payable - trade $ 4,541,519 $ 3,291,506
Trade notes payable to banks 4,184,902 7,010,453
Notes payable and current portion
of long-term obligations 5,959,914 3,914,914
Due to affiliates 374,942 382,358
Accrued expenses 2,405,992 1,219,914
Current liabilities of
discontinued operations 938,099 302,416
----------- -----------
Total current liabilities 18,405,368 16,121,561
----------- -----------
LONG-TERM OBLIGATIONS 6,268,029 7,098,132
----------- -----------
OTHER LONG-TERM LIABILITIES:
Deferred income taxes 194,702 200,286
Other liabilities 613,231 341,047
----------- -----------
Total other long-term
liabilites 807,933 541,333
----------- -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN SUBSIDIARY 777,465 221,174
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,
10,000,000 shares authorized;
3,191,667 shares issued
and outstanding 31,917 31,883
Additional paid-in capital 10,939,825 10,875,897
Accumulated deficit (6,573,865) (6,012,811)
Cumulative foreign currency
translation adjustment (189,095) (53,034)
Less - Common stock in treasury,
at cost, 130,000 shares in
1997 and 1996 (1,323,036) (1,323,036)
----------- -----------
Total shareholders' equity 2,898,271 3,531,424
----------- -----------
$29,157,066 $27,513,624
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these balance sheets.
2
<PAGE> 5
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
---------------------------
1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
REVENUES:
Product sales, net $14,988,857 $12,804,922
Interest income 11,901 13,380
Rental income 42,424 -
Other income (loss) 7,225 -
----------- -----------
Total revenues 15,050,407 12,818,302
----------- -----------
COSTS AND EXPENSES:
Cost of product sales 11,121,561 10,251,013
Selling, general and administrative 2,716,937 2,226,867
Interest 314,822 391,145
----------- -----------
Total costs and expenses 14,153,320 12,869,025
----------- -----------
Income (loss) from continuing
operations before minority
interest in subsidiary, and
income tax refund 897,087 (50,723)
LOSS FROM MINORITY INTEREST IN SUBSIDIARY (116,280) (37,819)
----------- -----------
Income (loss) from continuing
operations before income
tax refund 780,807 (88,542)
INCOME TAX REFUND 27,815 -
----------- -----------
Income (loss) from continuing
operations 808,622 (88,542)
LOSS FROM DISCONTINUED OPERATIONS - (185,686)
----------- -----------
Net income (loss) $ 808,622 $ (274,228)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARE AND
COMMON SHARE EQUIVALENTS OUTSTANDING 4,312,538 3,938,200
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE AND
COMMON SHARE EQUIVALENTS:
Continuing operations $ 0.19 $ (0.02)
Discontinued operations 0.00 (0.05)
----------- -----------
$ 0.19 $ (0.07)
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
3
<PAGE> 6
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
---------------------------
1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
REVENUES:
Product sales, net $39,880,727 $35,082,701
Interest income 26,432 29,383
Rental income 118,590 50,694
Other income 19,042 5,208
----------- -----------
Total revenues 40,044,791 35,167,986
----------- -----------
COSTS AND EXPENSES:
Cost of product sales 30,417,428 28,655,001
Selling, general and administrative 8,001,595 5,819,059
Interest 839,497 883,184
----------- -----------
Total costs and expenses 39,258,520 35,357,244
----------- -----------
Income (loss) from continuing
operations before minority
interest in subsidiary, and
income tax refund 786,271 (189,258)
LOSS FROM MINORITY INTEREST IN SUBSIDIARY (1,342) (68,021)
----------- -----------
Income (loss) from continuing
operations before income
tax refund 784,929 (257,279)
INCOME TAX REFUND 27,815 -
----------- -----------
Income (loss) from
continuing operations 812,744 (257,279)
LOSS FROM DISCONTINUED OPERATIONS (1,373,798) (746,939)
----------- -----------
Net loss $ (561,054) $(1,004,218)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARE AND
COMMON SHARE EQUIVALENTS OUTSTANDING 4,311,433 3,257,730
=========== ===========
NET INCOME (LOSS) PER COMMON SHARE AND
COMMON SHARE EQUIVALENTS:
Continuing operations $ 0.19 $ (0.08)
Discontinued operations (0.32) (0.23)
----------- -----------
$ (0.13) $ (0.31)
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
4
<PAGE> 7
MBf USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
-----------------------------
1997 1996
------------ -------------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (561,054) $ (1,004,218)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation 625,226 270,278
Amortization 30,793 43,333
Provision for doubtful accounts 160,000 27,000
Loss from discontinued operations 1,373,798 746,939
Loss on disposal of property,
plant and equipment 7,584 -
Gain on sales of LSAI common stock (76) -
Changes in certain assets
and liabilities:
Accounts receivable - trade (664,167) (809,837)
Inventories (720,001) 2,717,983
Prepaid expenses 407,543 (208,527)
Other assets 106,871 (147,163)
Accounts payable - trade 1,250,013 (3,138,698)
Accrued expenses 1,186,078 405,202
Deferred income taxes (5,584) -
Amounts due (from) to affiliates 338,573 (35,640)
Net assets of condom discontinued
operations (326,712) (157,017)
------------ ------------
Net cash provided by (used in)
operating activities 3,208,885 (1,290,365)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,917,662) (4,183,852)
Proceeds on sale of LSAI common stock 112,176 -
Minority interest in subsidiary 883,269 62,741
------------ ------------
Net cash used in investing activities (922,217) (4,121,111)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on trade notes
payable to banks (2,825,551) 1,783,132
Proceeds from issuance of stock 9,168 3,402,806
Net borrowings (payments) from notes payable 2,000,000 2,535,524
Payments on notes payable (785,103) (2,661,666)
------------ ------------
Net cash provided by (used in)
financing activities (1,601,486) 5,059,796
------------ ------------
IMPACT OF EXCHANGE RATES ON CASH (136,061) (3,843)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 549,121 (355,523)
CASH AND CASH EQUIVALENTS, beginning of period 321,038 706,309
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 870,159 $ 350,786
============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
5
<PAGE> 8
MBf USA, Inc.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
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.
In connection with the acquisition, MBf International acquired from the
Company a class of securities conferring upon MBf International control of the
Company. MBf International is a subsidiary of MBf Holdings Berhad ("MBf
Holdings"), a Malaysian publicly traded company and the ultimate parent of the
Company.
On December 5, 1996, the shareholders approved an increase in the
authorized Common Stock from 4,000,000 to 10,000,000 shares to allow the
Company to have sufficient shares for issuance in connection with employees
stock options, business acquisitions, the conversion of Series A Common Stock
for Common Stock, public offerings, as well as other purposes.
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, 1996. 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 (consisting solely of normal recurring adjustments) necessary to
fairly present the Company's financial position, results of operations and cash
flows. The results of operations for the nine month period ended September 30,
1997 may not be indicative of the results that may be expected for the year
ended December 31, 1997.
2. Description of Business:
MBf USA, Inc. and subsidiaries market medical examination gloves in the
United States. The Company's 70% owned subsidiary in Indonesia is a
manufacturer of medical latex examination gloves and began production in April
1996. In November 1996, the Company
6
<PAGE> 9
adopted a plan to discontinue the business of distributing Playboy(R)
condoms and has reflected it as such in the accompanying consolidated financial
statements. In accordance with the plan, the Company continued to distribute
Playboy(R) condoms only through June 30, 1997.
3. Condom Discontinued Operations:
Effective on November 12, 1996, the Company adopted a plan to discontinue
its Playboy(R) condom business. The Company reached an amicable settlement
with Playboy Enterprises, Inc. to terminate their license agreement under which
the Company distributed Playboy(R) brand condoms in 15 countries. Under the
negotiated agreement, the Company, until June 30, 1997, would continue to sell
Playboy(R) condoms in the countries where it had launched the product.
Subsequent to June 30, 1997, the Company will be entitled to receive royalty
revenues on sales, if any, of Playboy(R) condoms in these 15 countries and
Japan through June 30, 2000 and June 30, 1998, respectively. Amounts under the
royalty agreement are recognized when received and are not anticipated to be
significant. Subsequent to June 30, 1997 the Company earned royalty revenue
of $27,125.
Due to the exit of the condom business, the Company ceased selling Playboy
condoms at June 30, 1997; there were no condom sales in the third quarter ended
September 30, 1997. For the three months ended September 30, 1997 and 1996,
the loss from discontinued operations of the condom business amounted to $0 and
$185,686, respectively. These amounts include revenues from Playboy(R) condom
sales which were $0 and $115,480 for the three months ended September 30, 1997
and 1996, respectively.
For the nine months ended September 30, 1997 and 1996, the loss from
discontinued condom operations amounted to $1,373,798 and $746,939,
respectively. These losses include revenues from Playboy condom sales of
$385,461 and $1,143,191 for the nine months ended September 30, 1997 and 1996,
respectively.
4. Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, American Health Products
Corporation ("AHPC") and MBf America, Inc. (an inactive company), as well as
its 70% owned Indonesian glove manufacturing subsidiary, PT MBf Buana
Multicorpora ("PT Buana"). Accordingly, PT Buana's assets, liabilities, equity
and minority interest are included in the consolidated financial statements of
the Company. All significant intercompany transactions have been eliminated in
consolidation.
5. Foreign Exchange:
Due to the Company's business and operating facility in Indonesia, the
Company may experience transaction and translation gains and losses because of
currency fluctuations.
Prior to July 1, 1997, the financial statements and transactions of the
Company's Indonesian subsidiary, PT Buana, were maintained in the functional
currency, Indonesian Rupiahs, and translated into U.S. dollars. Assets
and liabilities were translated at the current exchange rate in effect at the
balance sheet date and shareholders' equity was translated at historical
exchange rates. Revenues and expenses were translated at the average exchange
rate
7
<PAGE> 10
for each period. Translation adjustments, which result from the process
of translating Indonesian Rupiahs into U.S. dollars, were accumulated in
a separate component of shareholders' equity in accordance with Statement No.
52. Such adjustments are unrealized.
Effective July 1, 1997, in accordance with Statement of Financial
Accounting Standards No. 52, PT Buana changed its functional currency for
financial statements reporting purposes from the Indonesian Rupiah to
the U.S. dollar. This change had a material effect on the profitability of
PT Buana in the third quarter of 1997 as the Indonesian Rupiah experienced
significant devaluation compared to the U.S. dollar during the third quarter.
The change in the functional currency resulted in a $204,908 foreign
currency exchange gain reported by PT Buana in the third quarter of 1997. For
the first half year ended June 30, 1997, PT Buana incurred a foreign currency
exchange loss of $242,279.
6. Investment in LSAI:
At September 30, 1997, the Company's investment in Laboratory Specialists
of America, Inc. ("LSAI") of $903,017 includes LSAI common stock, valued at its
cost of $549,894, and a note receivable from LSAI of $353,123.
The Company adopted Statement of Financial Accounting Standards No. 115
("SFAS 115"), "Accounting for Certain Investments in Debt and Equity
Securities" which requires that equity securities that have readily
determinable fair values shall be classified as "available for sale" if not
held for the objective of generating profits on short-term differences in
price. Accordingly, the Company's common stock investment in LSAI is
classified and treated as available for sale.
SFAS 115 further requires that unrealized holding gains and losses related
to available-for-sale securities shall be excluded from earnings and reported
as a net amount in a separate component of shareholders' equity until realized.
At September 30, 1997, the LSAI common stock had a market value of $594,259,
which is $44,365 over its cost basis of $549,894. The unrealized gain of
$44,365 is not recorded at September 30, 1997 due to its immateriality.
7. PT Buana:
The Company entered into a Stock Acquisition Agreement with MBf
International dated October 31, 1995, whereby MBf International exchanged its
70% beneficial interest in the outstanding common stock of PT Buana and a
non-interest-bearing demand note in the principal amount of $737,769 ("Note"),
for 255,072 shares of the Company's Common Stock having an aggregate value of
$1,219,563. Because the Company and PT Buana were under common control, the
assets and liabilities acquired were recorded at PT Buana's historical cost.
During June 1997, the Company converted the Note into equity of PT Buana. The
minority shareholders contributed their proportionate share of debt into equity
as well to bring PT Buana's total common stock outstanding to $2.5 million.
The factory began production in April, 1996, and was in the start-up phase
of operation up to that time. Accordingly, the factory had capitalized certain
start-up costs incurred and amortized these costs over a one-year period upon
commencement of operations in April 1996; these start-up costs were fully
amortized by May 1997.
8
<PAGE> 11
At September 30, 1997, the Company has recorded a minority interest
liability in the PT Buana subsidiary of $777,465 representing the non-owned 30%
interest in the subsidiary. The minority interest of PT Buana is owned by two
Indonesian corporations.
8. Accounting for Income Taxes:
The Company records income taxes in accordance with Statement of Financial
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 Company had net operating loss carry forwards ("NOLs") at December 31,
1996 of approximately $5,300,000 which were available to reduce Federal taxable
income in future periods and will begin expiring in 2004. 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, and additional changes in ownership are
anticipated to occur on closing of the transactions contemplated in Note 12,
which would further limit the ability of the Company to utilize such loss
carryforwards. Because of these factors, the utilization of the NOLs generated
prior to December 31, 1996 may be significantly limited.
9. Contingencies:
Over the last several years, numerous product liability lawsuits have been
filed against suppliers and manufacturers of latex gloves alleging, among other
things, adverse allergic reactions. The Company is one of numerous defendants
that have been named in such lawsuits and, to date, has been named and served
in twenty-three actions, one of which was settled in January 1996 for a nominal
amount, two cases which have been dismissed, and one which was recently served
in April 1997. Subsequent to September 30, 1997, the Company settled 10
lawsuits which were each released for a nominal amount. Management believes
all such matters are adequately provided for, and if not provided for are
without merit, or involve such amounts that would not materially adversely
affect the Company's results of operations or financial condition.
10. Reclassifications:
Certain reclassifications have been made to the consolidated statements of
operations for the three and nine months ended September 30, 1996 as well as to
the consolidated statement of cash flows for the nine months ended September
30, 1996. These reclassifications have been made for comparison purposes only
and have no effect on the net loss for those periods.
11. Supplemental Cash Flow Information:
The Company's 70% owned subsidiary PT Buana converted debt obligations
owed to its minority shareholders to equity in the amount of $327,816.
9
<PAGE> 12
12. Subsequent Events:
A. In May 1997, the Company announced that its majority shareholder, MBf
International Ltd. ("MBfI") had entered into two separate agreements with its
latex powder-free supplier, Wembley Rubber Products (M) Sdn. Bhd. ("Wembley")
which called for the following:
i) MBfI selling all of the Company's Series A Common Stock
(1,252,538 shares) to Wembley for approximately $6.27 million; and
ii) the purchase of 2,500,000 shares of the Company's unregistered
Common Stock by Wembley at a price of $2.70 per share.
As previously reported, the agreements were scheduled to close simultaneously
on August 8, 1997. However, the date of closure has again been extended to the
end of 1997 as a result of the non-fulfillment of certain conditions precedent
to closing.
B. In August 1997, the Company was notified by Wembley that the Food and Drug
Administration ("FDA") has placed an FDA Import Alert on its factory. This
FDA Import Alert temporarily stops Wembley from shipping product into the
United States marketplace. Wembley has been the Company's sole supplier of
latex powder-free exam gloves. The Import Alert does not affect powdered gloves
shipped from the Company's manufacturing subsidiary in Indonesia.
The Company is continuing to assist Wembley and work with the FDA to
release the FDA Import Alert. A detailed response to the issues raised by the
FDA has been submitted, and the FDA is scheduled to inspect Wembley's factory
in November 1997. The Company hopes to receive a favorable determination. At
September 30, 1997, the Company is currently unable to meet the full demand for
its latex exam powder free gloves but is diligently attempting to minimize the
unfulfilled customer orders until the FDA Import Alert is lifted.
13. Inventory:
The Company has examination glove inventories of $8,814,650 at September
30, 1997. Of this amount, $2,581,840 of latex exam powder free gloves
inventory is currently being detained by the FDA due to the FDA Import Alert as
discussed in Note 12. The Company can return this inventory to Wembley at no
expense to AHPC. The Company is attempting to satisfy customer demand for
latex exam powder free gloves and during this period, latex powder free glove
purchases from others were at a significantly higher price than charged by
Wembley. This will have an impact on the Company's gross profit in the fourth
quarter of 1997. Furthermore, the inability of Wembley to successfully pass
the FDA inspection may temporarily affect the Company's ability to satisfy
customer orders and existing back orders outstanding.
10
<PAGE> 13
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.(1)
The Company's wholly owned subsidiary, AHPC, is engaged in the marketing
and distribution of medical examination gloves in the United States and has
been in the glove business since its incorporation in January 1989. The Company
continued to achieve record glove sales in the third quarter of 1997.
PT Buana began shipping powdered latex examination gloves to AHPC in May
1996 and sold virtually all of its production, amounting to approximately $6.5
million, to AHPC in the first nine months of 1997. All significant
intercompany transactions have been eliminated in consolidation. At present,
PT Buana only produces powdered latex exam gloves.
The results of operations for the three months ended and nine months ended
September 30, 1997 and 1996 exclude the revenues and expenses from the
discontinued operations of the Playboy(R) condom business. Accordingly, all
condom business activity is reflected in the loss from discontinued operations
as a separate line item in the consolidated statements of operations. During
the quarter ended September 30, 1997, the Company did not record any condom
business activity due to the cessation of the condom business.
Total revenues are comprised primarily of glove sales from AHPC's
examination glove product line. Glove product sales totaled $14,988,857 and
$12,804,922 for the three months ended September 30, 1997 and 1996,
respectively. This increase represents a 17.4% increase in glove sales in the
third quarter of 1997 over the comparable period in 1996. Glove product sales
for the nine months ended September 30, 1997 were $39,880,727 compared to
$35,082,701 for the same period in 1996, an increase of over 13.7%. These
increases are attributable to AHPC's more developed customer relationships,
sales price increases over 1996, and an increase in the sales mix to higher
priced products, particularly latex powder free examination gloves. The
Company is continuing to strive to increase powder free and non-latex glove
sales as the exam glove market moves toward these products and away from
powdered latex gloves. During the first nine months of 1997, two of AHPC's
customers accounted for approximately 69% of glove sales. The loss of either
customer would have a materially adverse effect on the Company.
Revenues from Playboy(R) condom sales were $0 and $115,480 for the three
months ended September 1997 and 1996, respectively. Total condom sales during
the nine months ended September 30, 1997 were $385,461 compared to $1,143,191
during the same period in 1996. These revenues are included in the loss from
discontinued operations in the consolidated statements of operations and
declined due to the Company's exit of the condom business pursuant
- -------------------------
(1) Forward looking statements in the Notes to the Company's financial
statements and this Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations, including statements regarding new
products and markets, gross margins, selling, general and administrative
expenses, liquidity and cash needs, and the Company's plans and strategies, are
all based on current expectations and the Company assumes no obligation to
update this information. Numerous factors could cause actual results to differ
from those described in the forward looking statements. The Company cautions
investors that its business is subject to significant risks and uncertainties.
See the risk factors as disclosed in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 under the heading "Risks Affecting Forward
Looking Statements and Stock Prices."
11
<PAGE> 14
to the agreement with Playboy in November 1996. Under the exit plan, the
Company agreed to continue to sell Playboy(R) condoms until June 30, 1997
and will receive royalty income, if any, for up to three years after that date
from sales in up to 15 countries in which the Company had launched the
Playboy(R) condoms. The Company will also receive royalty revenues on
Playboy(R) condom sales, if any, in Japan through June 30, 1998. There can be
no assurance that any additional royalty revenues will be earned by the Company
in any or all of the 15 countries or Japan, which is dependent upon Playboy
Enterprises Inc. ("PEI") being able to locate a replacement licensee and
utilizing the current distributors in those countries.
Cost of goods sold as a percentage of sales for the three and nine months
periods ended September 30, 1997 were 74.2% and 76.3%, respectively, compared
to 80.0% and 81.7%, respectively, for the comparable periods in 1996. These
percentage reductions in the cost of sales and improvement in gross margin are
attributed to: (i) more favorable glove purchase prices obtained in 1997
due to a reduction in the raw material latex price; (ii) an increase in sales of
higher profit margin glove products, particularly latex powder free examination
gloves; (iii) increased glove sale prices in 1997 over 1996; (iv) reduced ocean
freight import rates; (v) the U.S. government lowering the duty importation fees
associated with examination gloves, effective January 1, 1997; (vi) the duty
free status of importing Indonesian manufactured glove products into the U.S.;
and (vii) the inclusion of PT Buana's manufacturing gross margins in 1997, which
increased the overall margin from internally manufactured gloves versus third
party manufactured gloves. The Company currently expects its gross margins to
continue to be affected by changes in product mix, competition and other
factors. The Company anticipates a reduction in its overall gross margins in the
fourth quarter of 1997 due to a reduction of latex powder-free exam glove
sales. See Notes 12 and 13 to the Company's financial statements.
Selling, general and administrative ("SG&A") expenses increased from
$2,226,867 in the three months ended September 30, 1996 to $2,716,937 in the
same period as 1997, a 22% increase. For the nine months ended September 30,
1997, the SG&A expenses were $8,001,595 as compared to $5,819,059 in the
comparable period in 1996, a 37.5% increase. These increases are attributable
to: (i) the increase in SG&A expenses from PT Buana's operations, which began
in April 1996; (ii) an increase in selling expenses at AHPC commensurate with
its sales growth; (iii) the expansion of the Company's sales and support
forces; and (iv) an increase in September 1996 in rebates provided to
customers. As a percentage of total revenues, SG&A expenses increased to 18.1%
for the three months ended September 30, 1997, compared with 17.4% in the
comparable period in 1996. The Company currently expects to make additional
investments in sales and marketing personnel to further develop established
markets and to introduce new products to the marketplace. Accordingly, the
Company currently expects that its SG&A expense will continue to increase in
absolute dollars but may decline as a percentage of total revenues in the
future.
Interest expense decreased from $391,145 for the quarter ended September
30, 1996 to $314,822 for the same period in 1997. This decrease is
attributable to the inclusion in the third quarter of 1996 of $90,000 of an
interest liability accrual for outstanding obligations owed to two glove
manufacturers.
The Company had net income of $808,622 in the third quarter of 1997,
compared to a net loss of $274,228 in the comparable prior year third quarter.
The third quarter of 1997 income per share was $ .19 versus a loss per share of
$.07 for the third quarter of
12
<PAGE> 15
1996. The Company believes that cessation of the condom business was the
principal reason for the Company's improved third quarter earnings.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had a working capital deficit of
$2,766,578 compared to a deficit of $1,705,267 at December 31, 1996. The
decrease in working capital is primarily attributable to an increase in current
debt obligations, accounts payable and accrued expenses, and current
liabilities associated with the discontinued condom operations, as well as to
the net loss of $561,054 for the nine months ended September 30, 1997.
Cash and cash equivalents at September 30, 1997 was $870,159 and increased
$549,121 from $321,038 at December 31, 1996. The Company experienced an
increase in cash flows in the nine month period primarily from cash provided by
operating activities.
The Company experienced positive cash flow from operations of $3,208,885
during the nine months ended September 30, 1997 as a result of an increase in
trade accounts payable and accrued expenses, offset by an increase in
inventories. During the first nine months of 1997, the Company used $1,917,662
to purchase fixed assets associated with operating the manufacturing facility
in Indonesia. The Company experienced negative cash flow of $1,601,486 from
financing activities during the nine months ended September 30, 1997 from net
reductions of $2,825,551 in letter of credit debt and a principal payment on PT
Buana's syndicated loan debt of $600,000, offset by additional borrowings of
$2,000,000. The additional borrowings are from PT Buana's bridging loan in the
amount of $2,000,000 which was obtained in April 1997. This bridging loan
bears interest at 11% per year and can be renewed monthly.
At September 30, 1997, the Company's principal sources of liquidity
included: $870,159 of cash and cash equivalents; $7,900,000 available under a
secured bank line of credit and letter of credit facility, expiring in December
1997; $4,600,000 available under a bank unsecured letter of credit facility;
$5,900,000 available under a secured Indonesian bank loan facility with a
banking syndicate; and $2,000,000 available under the recently acquired
bridging loan, due in December 1997. At September 30, 1997, approximately
$5,100,000 was outstanding under the $7,900,000 facility, approximately
$1,400,000 was outstanding under the $4,600,000 letter of credit facility, all
$5,900,000 was outstanding under the Indonesian syndicated bank facility, and
all $2,000,000 was outstanding under the Indonesian bridging loan.
The Company's secured bank line and letter of credit facility expired on
October 31, 1997. The Company has extended this credit facility through
December 31, 1997. The Company's present credit facilities are supported by
the guarantee by MBf International, and the Company may require the guarantee
of Wembley (or of MBf International if the Wembley transaction is not
consummated) upon expiration of such facilities in connection with the
procurement of a new credit facility. The Company is working with its present
banker as well as other financial institutions to procure a new revised credit
facility through the end of 1998 and beyond.
Inventories at September 30, 1997 increased to $8,814,650 compared with
approximately $8,100,000 at December 31, 1996. This increase was primarily due
to managed inventory levels in anticipation of future increased sales volume.
See Note 13 in the Notes to the financial statements for information on the
detained inventories at September 30, 1997.
13
<PAGE> 16
Net trade accounts receivable at September 30, 1997 increased to
approximately $5,200,000 from approximately $4,675,000 at December 31, 1996.
The increase in trade receivables is due to the higher sales volume in the
third quarter of 1997.
In October 1994, pursuant to two debenture and warrant purchase agreements
between the Company and two affiliated trusts, 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 Common Stock of the
Company at an exercise price of $22.50 per share. At September 30, 1997 and
December 31, 1996, long-term debt of $2,000,000 was outstanding as a result of
this transaction.
Proceeds from these debentures were primarily used to fund the Playboy(R)
condom business. For the nine months ended September 30, 1997 and 1996, the
Company incurred interest expense of approximately $150,000 on this
indebtedness. This expense had been included in the loss from discontinued
condom operations in accompanying financial statements and is included in
interest expense subsequent to June 30, 1997.
The Company currently expects to have cash needs during the fourth quarter
1997 as well as for its expected growth in the glove business. These cash
needs may arise in connection with various events such as for: (i) the
continued domestic purchasing of latex powder free gloves at much higher costs;
(ii) the expansion into new glove products; (iii) the continued conversion to a
full time sales force versus the utilization of independent manufacturer sales
representatives; (iv) the hiring of additional support staff; (v) the
continuing completion of the manufacturing facility in Indonesia and possible
upgrading to produce powder free gloves; (vi) upgrading its information
technology; and (vii) for other operating expenses.
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 on-going operations. The proposed
transaction with Wembley, if consummated, would result in the issuance of
2,500,000 shares of Common Stock in exchange for $6,750,000, which would
substantially increase liquidity.
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
1. Exhibit 27 - Financial Data Schedule
2. Press Release dated November 18, 1997
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during this quarter.
14
<PAGE> 17
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 19, 1997 By: /s/ Stephen Tan
-----------------------
Name: Stephen Tan
Title: Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 870
<SECURITIES> 0
<RECEIVABLES> 5,342
<ALLOWANCES> (160)
<INVENTORY> 8,815
<CURRENT-ASSETS> 15,639
<PP&E> 12,213
<DEPRECIATION> (1,346)
<TOTAL-ASSETS> 29,157
<CURRENT-LIABILITIES> 18,405
<BONDS> 0
0
0
<COMMON> 44
<OTHER-SE> 2,854
<TOTAL-LIABILITY-AND-EQUITY> 29,157
<SALES> 14,989
<TOTAL-REVENUES> 15,050
<CGS> 11,121
<TOTAL-COSTS> 2,659
<OTHER-EXPENSES> 116
<LOSS-PROVISION> 58
<INTEREST-EXPENSE> 315
<INCOME-PRETAX> 781
<INCOME-TAX> (28)
<INCOME-CONTINUING> 809
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 809
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
<PAGE> 1
Exhibit 99
- -------------------------------------------------------------------------------
MBf USA, INC.
AMERICAN HEALTH PRODUCTS CORPORATION
- -------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
MBf USA, INC. REPORTS THIRD QUARTER RESULTS
Itasca, Illinois -- November 18, 1997 -- MBf USA, Inc. ( The NASDAQ SmallCap
Stock Market:-MBFA) today announced unaudited financial results for the third
quarter and nine months ended September 30, 1997 (see attached tables).
For the three months ended September 30, 1997, MBf USA's revenues have reached
$15,050,407, an increase of 17.4% over revenues of $12,818,302 for the same
period in 1996. Sales improvement was due to increased sales by its
Chicago-based American Health Products Corporation ("AHPC") subsidiary, one of
the nation's leading suppliers of latex examination gloves to the medical,
retail & food services markets. Net income for the three months ended September
30, 1997 rose sharply to $808,622, or $0.19 per share, compared to a loss of
($274,228) or ($0.07) per share, for the same period in 1996 and compared to a
loss from the continuing operations of ($90,149) for the three months ended
March 31, 1997 and income from continuing operations of $94,271 for the three
months ended June 30, 1997.
For the nine month period ended September 30, 1997, revenues increased by 13.9%
to $40,044,791 from $35,167,986 for the comparable period of 1996. For the
year-to-date, the accumulated income from continuing operations of $812,744
from the glove business reduced MBf USA Inc's consolidated net loss to
($561,054), or ($0.13) per share. The Company recorded a net loss of
($1,004,218), or ($0.31) per share for the same period last year. The year to
date loss in 1997 was due to the costs associated with the Company's decision
to exit the Playboy(R) condom business which ended on June 30, 1997. The loss
in 1996 was primarily due to high marketing costs and low sales from the
condom operation.
Mr. Heng Sewn Loi, Chairman, commented "The cessation of condom and other past
businesses have finally allowed the Company to record a good income for the
quarter from its glove business. The Company is considering expanding its
manufacturing operations through previously announced plans."
Mr. Edward J. Marteka, President, said "We are pleased that our glove business
has demonstrated positive earnings and continued growth during the third
quarter. Our principal powder free glove manufacturer has further improved and
streamlined its manufacturing processes in the third quarter of 1997, which has
necessitated the Company sourcing the product from others at a higher cost
which will impact the fourth quarter results of the Company. Please refer to
the Company's Form 10Q for the quarter ended September 30, 1997 for further
details.
The Company, after visiting the manufacturing facility recently, is satisfied
that further enhancement of the new Quality System Regulation (QSR) process is
now substaintially complete and the factory is ready for inspection in November
1997 by the Food and Drug Administration.
- -------------------------------------------------------------------------------
500 Park Boulevard, Suite 1260, Itasca, IL 60143-2639 * Tel: (630)285-9191
* Fax: (630)285-9289
<PAGE> 2
- -------------------------------------------------------------------------------
MBf USA, INC.
AMERICAN HEALTH PRODUCTS CORPORATION
- -------------------------------------------------------------------------------
MBf USA, Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States. For further information, contact
Edward Marteka, President at (630) 285-9191.
This press release contains forward looking statements which involve numerous
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in such forward looking statements as a result of
certain factors, including those set forth in the Company's filings with the
Securities and Exchange Commission.
#### #### ####
- -------------------------------------------------------------------------------
500 Park Boulevard, Suite 1260, Itasca, IL 60143-2639 * Tel: (630)285-9191
* Fax: (630)285-9289
<PAGE> 3
- -------------------------------------------------------------------------------
MBf USA, INC.
AMERICAN HEALTH PRODUCTS CORPORATION
- -------------------------------------------------------------------------------
MBf USA, Inc. PRESS RELEASE
November 18, 1997
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1997 1996 1997 1996
--------------------------------- ---------------------------------
$ $ $ $
See Note 1 See Note 1
<S> <C> <C> <C> <C> <C> <C>
Revenues 15,050,407 17.4% 12,818,302 40,044,791 13.9% 35,167,986
Income/(Loss) from Continuing Operations 808,622 (88,542) 812,744 (257,279)
(Loss) from Discontinued Operations - (185,686) (1,373,798) (746,939)
----------- ----------- ----------- ------------
Net Income/(Loss) $ 808,622 $ (274,228) $ (561,054) $ (1,004,218)
=========== =========== =========== ============
Total Weighted Average Shares Outstanding 4,312,538 3,938,200 4,311,433 3,257,730
Net Income/(Loss) Per Share
Continuing operations 0.19 (0.02) 0.19 (0.08)
Discontinued operations - (0.05) (0.32) (0.23)
----------- ----------- ----------- ------------
Total 0.19 (0.07) (0.13) (0.31)
=========== =========== =========== ============
</TABLE>
Note 1: The 1996 figures have been restated to reflect the discontinued
operations of the Playboy condom business.
### ###
CONTACT
MBf USA, Inc. or MBf USA's Investor Relations Counsel
Heng Sewn Loi, Chairman The Equity Group
Edward J. Marteka, President Linda Latman (212) 836 9609
Stephen Tan, Chief Financial Officer Marie Driscoll (212) 836 9605
(630) 285 9191
- -------------------------------------------------------------------------------
500 Park Boulevard, Suite 1260, Itasca, IL 60143-2639 * Tel: (630)285-9191
* Fax: (630)285-9289
