<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 1997
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MBf USA, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-17458 73-1326131
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
500 Park Boulevard, Suite 1260, Itasca, Illinois 60143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 285-9191
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N/A
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(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS
------------
On March 27, 1997,MBf USA, Inc. (The Nasdaq SmallCap Stock Market: MBFA)
announced financial results including record revenues for the year ended
December 31, 1996. It should be noted that 1995 figures had been amended and
re-grouped to reflect the discontinued operation of the Playboy condom
business.
Fourth quarter revenues were $12,594,825, a nearly 19% improvement over
revenues of $10,618,725 in the prior year period. Continuing operations in
1996 produced a modest profit of $9,671; however, the loss from discontinued
operations of $170,040 resulted in a net loss of $160,369 or $.04 per share.
In the prior year, continuing operations produced income of $12,969, while
discontinued operations produced a loss of $264,445 resulting in a net loss of
$151,476 or $.06 per share.
MBf USA reported that revenues for the year ended December 31, 1996
increased 16% to a record $47,712,117 over 1995 revenues of $41,217,943,
primarily reflecting growth in glove sales by the Company's American Health
Products Corporation subsidiary. The Company recorded a net loss for 1996 of
$1,164,587 compared to a net loss of $4,864,404 last year. Of the 1996 net
loss, $1,004,219 occurred in the first three quarters during the period when
MBf USA still operated and incurred expenses for its Playboy condom business.
Previously, the Company announced that MBf USA and Playboy agreed to end their
license agreement for Playboy condoms, and the improvement in 1996 results,
with substantially reduced losses, reflects MBf USA's exit from the condom
business.
Heng Sewn Loi, Chairman of MBf USA, Inc., stated, "The business
restructuring that took place in the first three quarters of 1996 has returned
the Company to its core glove business, and its impact is shown in its improved
performance in the fourth quarter."
Edward J. Marteka, President of MBf USA, Inc., said, "Overall, latex glove
sales remain strong, and we are seeing improved sales of higher margin
powder-free gloves as a result of the rapid shift in customer preference and
our ability to supply these gloves. To continue our strong results moving
forward, we have added twelve new sales representatives, working exclusively
for American Health Products Corporation, and we will continue to invest in
marketing and in growing our sales force. Based upon our current business
indications, it appears that the Company will be profitable in the first
quarter of 1997."
MBf USA Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States.
<PAGE> 3
MBf USA, Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Three Months Ended For the Year Ended
December 31, December 31,
1996 1995 1996 1995
(Note a) (Note a)
<S> <C> <C> <C> <C>
Revenues $12,594,825 $10,618,725 $47,712,117 $41,217,943
Income (Loss) from
Continuing Operations 9,671 112,969 (247,608) (4,092,779)
Income (Loss) from
Discontinued Operations (170,040) (264,445) (916,979) (771,625)
Net Income (Loss) $ (160,369) $ (151,476) $(1,164,587) $(4,864,404)
Net Income (Loss) Per Share ($0.04) ($0.06) ($0.32) ($2.00)
WEIGHTED AVERAGE
NUMBER OF COMMON STOCK
AND COMMON EQUIVALENTS 3,661,052 2,432,462 3,661,052 2,432,462
Note a: 1995 figures had been amended and re-grouped to reflect the discontinued
operation of the Playboy condom business.
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</TABLE>
Some of the statements included in this Form 8-K may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, such phrases as "it appears" or the Company
"believes," "expects" or "projects" indicate that it is possible that the event
which appears, believed, expected or projected may not occur. Should such
event not occur, then the result which the Company expected may not occur or
occur in a different manner, which may be more or less favorable to the
Company. The Company does not undertake any obligation to publicly release the
result of any revisions to its forward-looking statements that may be made to
reflect any future events or circumstances.
<PAGE> 4
EXHIBITS
99. ADDITIONAL EXHIBITS.
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1) Press Release dated March 27, 1997.
<PAGE> 5
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: April 4, 1997 By: /s/ Stephen Tan
-----------------------
Name: Stephen Tan
Title: Chief Financial Officer
<PAGE> 1
EXHIBIT 1
MBf USA, Inc. announces results for 1996
ITASCA, Ill.--March 27, 1997--MBf USA, Inc. (The Nasdaq SmallCap Stock
Market: MBFA) today announced financial results including record revenues for
the year ended December 31, 1996. It should be noted that 1995 figures had
been amended and re-grouped to reflect the discontinued operation of the
Playboy condom business.
Fourth quarter revenues were $12,594,825, a nearly 19% improvement over
revenues of $10,618,725 in the prior year period. Continuing operations in
1996 produced a modest profit of $9,671; however, the loss from discontinued
operations of $170,040 resulted in a net loss of $160,369 or $.04 per share.
In the prior year, continuing operations produced income of $12,969, while
discontinued operations produced a loss of $264,445 resulting in a net loss of
$151,476 or $.06 per share.
MBf USA reported that revenues for the year ended December 31, 1996
increased 16% to a record $47,712,117 over 1995 revenues of $41,217,943,
primarily reflecting growth in glove sales by the Company's American Health
Products Corporation subsidiary. The Company recorded a net loss for 1996 of
$1,164,587 compared to a net loss of $4,864,404 last year. Of the 1996 net
loss, $1,004,219 occurred in the first three quarters during the period when
MBf USA still operated and incurred expenses for its Playboy condom business.
Previously, the Company announced that MBf USA and Playboy agreed to end their
license agreement for Playboy condoms, and the improvement in 1996 results,
with substantially reduced losses, reflects MBf USA's exit from the condom
business.
Heng Sewn Loi, Chairman of MBf USA, Inc., stated, "The business
restructuring that took place in the first three quarters of 1996 has returned
the Company to its core glove business, and its impact is shown in its improved
performance in the fourth quarter."
Edward J. Marteka, President of MBf USA, Inc., said, "Overall, latex glove
sales remain strong, and we are seeing improved sales of higher margin
powder-free gloves as a result of the rapid shift in customer preference and
our ability to supply these gloves. To continue our strong results moving
forward, we have added twelve new sales representatives, working exclusively
for American Health Products Corporation, and we will continue to invest in
marketing and in growing our sales force. Based upon our current business
indications, it appears that the Company will be profitable in the first
quarter of 1997."
MBf USA Inc. and its subsidiaries market Glovetex(R) brand and OEM medical
examination gloves in the United States.
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.
<PAGE> 2
MBf USA, Inc.
Consolidated Statements of Operations
<TABLE>
For the Three Months Ended For the Year Ended
December 31, December 31,
1996 1995 1996 1995
(Note a) (Note a)
<S> <C> <C> <C> <C>
Revenues $12,594,825 $10,618,725 $47,712,117 $41,217,943
Income (Loss) from
Continuing Operations 9,671 112,969 (247,608) (4,092,779)
Income (Loss) from
Discontinued Operations (170,040) (264,445) (916,979) (771,625)
Net Income (Loss) $ (160,369) $ (151,476) $(1,164,587) $(4,864,404)
Net Income (Loss) Per Share ($0.04) ($0.06) ($0.32) ($2.00)
WEIGHTED AVERAGE
NUMBER OF COMMON STOCK
AND COMMON EQUIVALENTS 3,661,052 2,432,462 3,661,052 2,432,462
Note a: 1995 figures had been amended and re-grouped to reflect the discontinued
operation of the Playboy condom business.
</TABLE>
CONTACT: MBf USA, Inc.
Heng Sewn Loi, Chairman
Edward J. Marteka, President
Stephen Tan, Chief Financial Officer
(630) 285-9191
or
MBf USA's INVESTOR RELATIONS COUNSEL:
The Equity Group Inc.
Linda Latman (212) 836-9609
Caroline Royall (212) 836-9611
