Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 30, 2000
----------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ____________ to _______________.
Commision File Number
333-92825
MAXXIM MEDICAL, INC.
--------------------
(Exact name of registrant as specified in its charter)
TEXAS 76-0291634
-------------------------- -----------------------
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10300 49TH STREET NORTH, CLEARWATER, FLORIDA 33762
- --------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code.............(727) 561-2100
--------------
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 and 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
------ -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock:
Class Outstanding at March 31, 2000
- -------------------------- ----------------------------------
COMMON STOCK, $.001 PAR VALUE 5,770,704
<PAGE>
MAXXIM MEDICAL, INC.
INDEX
PART I. Financial Information Page No.
--------------------- --------
Item 1. Condensed Consolidated Balance Sheets as of
October 31, 1999 and January 30, 2000 2
Condensed Consolidated Statements of Operations
for the Fiscal Quarters Ended
January 31, 1999 and January 30, 2000 3
Condensed Consolidated Statements of Shareholders'
Equity for the Fiscal Year Ended October 31, 1999
and the Fiscal Quarter Ended January 30, 2000 4
Condensed Consolidated Statements of Cash Flows
for the Fiscal Quarters Ended January 31, 1999 and
January 30, 2000 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 19
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 21
PART II. Other Information
Item 2. Securities Sold 22
Item 4. Submission of Matters to Security Holders 22
Item 6. Exhibits and Reports 23
Signatures 24
- ----------
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
January 30, October 31,
2000 1999
------------ -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 5,027 $ 4,040
Accounts receivable, net of allowances of $1,894 and $1,840,
respectively...................................................... 63,790 61,323
Inventory, net ..................................................... 101,270 97,811
Net current deferred tax asset ..................................... 8,938 9,189
Prepaid expenses and other ......................................... 6,444 6,597
Due from affiliate ................................................. 1,353 -
Net assets held for sale ........................................... - 224,909
------------ ------------
Total current assets ................................ 186,822 403,869
Property and equipment ................................................ 194,778 194,208
Less: accumulated depreciation ..................................... (57,574) (54,902)
------------ ------------
137,204 139,306
Goodwill, net of accumulated amortization of $17,510 and $16,152,
respectively........................................................ 143,980 142,459
Other assets, net ..................................................... 38,342 25,959
------------ ------------
Total assets ........................................ $ 506,348 $ 711,593
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ............................... $ 10,930 $ 430
Current maturities of capital leases and other long-term
obligations...................................................... 590 1,019
Accounts payable ................................................... 29,951 31,826
Accrued liabilities ................................................ 15,293 22,279
------------ ------------
Total current liabilities ........................... 56,764 55,554
Long-term debt, net of current maturities ............................. 251,440 255,940
Senior subordinated discount notes .................................... 107,607 -
Senior discount notes ................................................. 47,843 -
10 1/2% Senior subordinated notes ..................................... 5 100,000
Capital leases and other long-term obligations, net of current
maturities.......................................................... 4,264 4,360
Net non-current deferred tax liability ................................ 8,335 10,622
------------ ------------
Total liabilities ................................... 476,258 426,476
Shares with put rights ($.001 par value common stock, 169,619 shares
issued and outstanding)............................................. 4,410 -
Commitments and contingencies
Shareholders' equity
Preferred Stock, $1.00 par value, 10,000,000 shares authorized, none
issued or outstanding ............................................ - -
Common Stock, $.001 par value, 40,000,000 shares authorized,
5,601,085 and 14,278,942 issued and outstanding, respectively .. 6 14
Additional paid-in capital ......................................... (9,696) 220,230
Retained earnings .................................................. 47,512 78,950
Subscriptions receivable ........................................... (2,580) (5,200)
Accumulated other comprehensive loss ............................... (9,562) (8,877)
------------ ------------
Total shareholders' equity .......................... 25,680 285,117
------------ ------------
Total liabilities and shareholders' equity .......... $ 506,348 $ 711,593
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Fiscal Quarter Ended
-------------------------
January 30, January 31,
2000 1999
----------- -----------
<S> <C> <C>
Net sales ....................................................................... $ 122,828 $ 124,632
Cost of sales ................................................................... 89,897 89,283
--------- ---------
Gross profit ............................................................... 32,931 35,349
Selling, general and administrative expenses .................................... 22,529 21,691
Restructure charges and transition expenses ..................................... 3,785 2,016
--------- ---------
Income from operations ..................................................... 6,617 11,642
Interest expense, net ........................................................... (11,252) (4,288)
Other income (expense), net ..................................................... (242) (14)
Recapitalization expenses ....................................................... (18,697) -
--------- ---------
Income (loss) from continuing operations before income taxes ............... (23,574) 7,340
Income taxes (benefit)........................................................... (3,209) 3,125
--------- ---------
Income (loss) from continuing operations ........................................ (20,365) 4,215
Income (loss) from discontinued operations, net of tax of $56 and $(182),
respectively.................................................................. 87 (339)
--------- ---------
Income (loss) before extraordinary item ......................................... (20,278) 3,876
Extraordinary item - loss related to early retirement of debt,
net of tax benefit of $7,136 .................................................. (11,160) -
--------- ---------
Net income (loss) .......................................................... $ (31,438) $ 3,876
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK OTHER
------------------- ADDITIONAL COMPREHENSIVE
PAR PAID-IN RETAINED SUBSCRIPTIONS INCOME
SHARES VALUE CAPITAL EARNINGS RECEIVABLE (LOSS) TOTAL
--------- --------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT NOVEMBER 1, 1998 .......... 14,239 $ 14 $ 219,268 $ 64,886 $ (5,200) $ (6,059) $ 272,909
Payment received on officer
loan ................................ - - 40 - - - 40
Stock options compensation ............ - - 211 - - - 211
Stock options exercised, including
federal income tax benefit of $227 . 40 - 711 - - - 711
Comprehensive income:
Net income ............................ - - - 14,064 - - 14,064
Other comprehensive loss, net of tax
Net unrealized loss on investment
securities ........................ - - - - - (1,657) (1,657)
Translation adjustment .............. - - - - - (1,161) (1,161)
---------
Total comprehensive income ....... 11,246
--------- --------- --------- --------- --------- --------- ---------
BALANCES AT OCTOBER 31, 1999 .......... 14,279 14 220,230 78,950 (5,200) (8,877) $ 285,117
Payment / cancellation received on
subscriptions receivable (unaudited) 5,200 5,200
Stock and options repurchased /
cancelled (unaudited) .............. (13,747) (14) (368,557) - (2,580) - (371,151)
Issuance of common stock (unaudited) .. 5,069 6 131,794 - - - 131,800
Issuance of warrants (unaudited) ...... - - 6,837 - - - 6,837
Comprehensive income:
Net loss .............................. - - - (31,438) - - (31,438)
Other comprehensive loss, net of tax
Net unrealized gain on investment
securities (unaudited) ............ - - - - - 861 861
Translation adjustment (unaudited) .. - - - - - (1,546) (1,546)
--------- --------- --------- --------- --------- --------- ---------
Total comprehensive
loss (unaudited) ............... (32,123)
---------
BALANCES AT JANUARY 30,
2000 (UNAUDITED) ................... 5,601 $ 6 $ (9,696) $ 47,512 $ (2,580) $ (9,562) $ 25,680
========= ========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
Fiscal Quarter Ended
------------------------
January 30, January 31,
2000 1999
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) .............................................................. $ (31,438) $ 3,876
Adjustment to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations, net of tax ............................... - 339
Debt tender and recapitalization expenses ................................... 37,029 -
Deferred income tax expense (benefit) ....................................... 74 (26)
Write-off of debt offering costs ............................................ 7,100 -
Amortization of financing fees and accretion of debt discount ............... 2,921 255
Depreciation and amortization ............................................... 5,560 5,354
Gain on sale of building .................................................... - (167)
Loss on sale of product line ................................................ - 112
Change in operating assets and liabilities .................................. (18,717) 3,016
--------- ---------
Net cash provided by continuing operations .............................. 2,529 12,759
Net cash provided by discontinued operations ............................ - 3,519
--------- ---------
Net cash provided by operating activities ............................... 2,529 16,278
--------- ---------
Cash flows from investing activities:
Proceeds from sale of Circon ................................................... 228,000 -
Proceeds from sale of investment securities .................................... 445 -
Payment received on notes ...................................................... 869 -
Proceeds from product line sale ................................................ - 1,180
Proceeds from building sale .................................................... - 331
Purchase of Circon, net of cash acquired ....................................... - (226,451)
Purchase of property, equipment and other assets, net of asset
acquisitions and business combinations ....................................... (4,460) (8,807)
--------- ---------
Net cash provided by (used in) investing activities ..................... 224,854 (233,747)
--------- ---------
Cash flows from financing activities:
Net proceeds from the issuance of senior subordinated discount notes ........... 110,004 -
Repurchase of 10 1/2% senior subordinated notes ................................ (99,995) -
Increase in long-term borrowings ............................................... 260,000 200,000
Repayment of long-term borrowings .............................................. (254,000) -
Net proceeds from the issuance of senior discount notes ........................ 50,000 -
Net borrowings (payments) on revolving line of credit .......................... - 25,200
Payments on capital leases and other long-term obligations ..................... (525) (760)
Recapitalization of Maxxim ..................................................... (232,361) -
Debt tender and recapitalization expenses ...................................... (37,029) -
Payment of debt offering costs ................................................. (20,616) (5,584)
(Decrease) increase in bank overdraft .......................................... (1,243) 1,323
Other, net ..................................................................... (537) 278
--------- ---------
Net cash (used in) provided by financing activities ..................... (226,302) 220,457
--------- ---------
Effect of foreign currency translation adjustment ................................ (94) (146)
--------- ---------
Net increase in cash and cash equivalents ............................... 987 2,842
Cash and cash equivalents at beginning of period ................................. 4,040 4,125
--------- ---------
Cash and cash equivalents at end of period ....................................... $ 5,027 $ 6,967
========= =========
Supplemental cash flow disclosures:
Interest paid during the period ................................................ $ 10,671 $ 247
Income taxes paid during the period ............................................ 1,365 2,487
Noncash investing and financing activities
Note receivable from sale of product line ................................... $ - $ 2,000
Note receivable from sale of building ...................................... - 200
Net unrealized gain on investment ........................................... 861 791
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
On November 12, 1999, Maxxim Medical, Inc. ("Maxxim" or the "Company")
was recapitalized in a going private transaction (see Note 4). As part of the
recapitalization, Maxxim contributed to Maxxim Medical Group, Inc. ("Maxxim
Group"), a newly formed wholly owned subsidiary of Maxxim, all of Maxxim's
assets and liabilities other than those related to its previous credit facility.
Current financial information includes the accounts of Maxxim, Maxxim Group and
Maxxim Group's wholly owned subsidiaries.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with U.S. Generally Accepted
Accounting Principles have been omitted. The accompanying unaudited condensed
consolidated financial statements reflect all adjustments of a normal recurring
nature which, in the opinion of management, are necessary for a fair
presentation of the results for the interim periods presented. All significant
intercompany balances and transactions have been eliminated in consolidation.
These financial statements should be read in conjunction with Maxxim's
annual audited financial statements for the fiscal year ended October 31, 1999,
included in its Form S-4 Registration Statement Amendment No. 2 as filed with
the Securities and Exchange Commission on March 14, 2000.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL QUARTER
The first quarter of fiscal 2000 ended on January 30th compared to the
fiscal 1999 first quarter end date of January 31st.
INVENTORIES
Inventory includes the following as of:
JANUARY 30, OCTOBER 31,
2000 1999
-------------- -----------
(UNAUDITED)
(IN THOUSANDS)
Raw materials...................... $ 40,922 $ 36,325
Work in progress................... 14,301 11,313
Finished goods..................... 52,846 55,620
Reserve............................ (6,799) (5,447)
--------- ---------
$101,270 $ 97,811
========= =========
GOODWILL
Goodwill represents the excess of the aggregate price paid by Maxxim in
business combinations accounted for as purchases over the fair market value of
the tangible and identifiable intangible net assets acquired. Goodwill from
Maxxim acquisitions is approximately $161,490,000 of which approximately
$143,980,000 remains unamortized as of January 30, 2000. Amortization periods
for goodwill range from 5 to 40 years. Maxxim believes that no impairment of
goodwill exists.
INCOME TAXES
Maxxim has calculated current and deferred income tax provisions for
the periods ended January 31, 1999, and January 30, 2000, based on its best
estimate of the effective income tax rate expected to be applicable for the full
fiscal year.
7
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes all changes in a company's equity
including, among other things, unrealized holding gains and losses on
available-for-sale securities and foreign currency translation adjustments.
Total comprehensive income is as follows:
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED
JANUARY 30, JANUARY 31,
2000 1999
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Net earnings (loss) ............................................................ $(31,438) $ 3,876
Foreign currency translation adjustments ....................................... (1,546) (489)
Net unrealized gains (losses) on available for sale securities ................. 861 (483)
-------- --------
Total comprehensive income (loss) .............................................. $(32,123) $ 2,904
======== ========
</TABLE>
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June 1998. SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts. Under the standard, entities are required to carry
all derivative instruments in the statement of financial position at fair value.
SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. Maxxim will adopt SFAS No. 133 beginning in the first
quarter of fiscal 2001.
NOTE 3 - BUSINESS COMBINATIONS, SIGNIFICANT ASSET ACQUISITIONS, DISPOSITIONS AND
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS
Effective January 6, 1999, Maxxim completed a tender offer for Circon
Corporation ("Circon") for approximately $245,000,000, including the repayment
of $32,500,000 of Circon debt and certain fees and expenses incurred in
connection with the acquisition.
On November 12, 1999, in connection with the recapitalization (see Note
4), Maxxim sold all of the common stock of Circon to Circon Holdings Corporation
("Circon Holdings"), a newly formed Delaware corporation which is owned by the
shareholders of Maxxim, in exchange for the payment of $208 million in cash and
the repayment of $20 million of debt owed by Circon to Maxxim. Maxxim recorded a
nominal gain on the sale of Circon in the first quarter of fiscal year 2000.
At October 31, 1999, the net assets held for sale totaled $ 224,900,000
and were classified as current assets on the consolidated balance sheet.
Circon's activities during fiscal year 1999 have been accounted for as
discontinued operations. Net sales and income from Circon's operations in the
first quarter of fiscal year 1999 are as follows (note that the results of
discontinued operations do not reflect any interest expense or general corporate
overhead allocated by the Company):
FISCAL QUARTER ENDED
JANUARY 31, 1999
----------------
(IN THOUSANDS)
Net sales ........................................ $ 11,494
Loss from operations ............................. 531
Income taxes ..................................... (182)
Loss from discontinued operations ................ 339
8
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE 4 - RECAPITALIZATION
On June 13, 1999, Maxxim and Fox Paine Medic Acquisition Corporation, a
Texas corporation newly formed by Fox Paine Capital Fund, L.P., entered into a
merger agreement providing for the recapitalization of Maxxim. The transactions
contemplated by the merger agreement, including the recapitalization, were
consummated on November 12, 1999. The recapitalization involved, among other
transactions, (1) the sale to Circon Holdings of all of the capital stock of
Circon in exchange for $208,000,000 in cash and the repayment of $20,000,000 of
intercompany indebtedness owed by Circon to Maxxim, as a result of which Circon
is separately capitalized, is pursuing separate business strategies and is
operated separately from Maxxim and (2) the contribution to Maxxim Group of all
of Maxxim's assets and liabilities, other than those relating to Maxxim's credit
facility in existence prior to the consummation of the recapitalization, which
was repaid and terminated as part of the recapitalization. Maxxim expects to
conduct substantially all its business and operations through subsidiaries of
Maxxim Group and any future subsidiaries it may form. The recapitalization
required total funding of approximately $799,600,000. Sources of funding were as
follows:
<TABLE>
<CAPTION>
Maxxim Maxxim
Medical Group Maxxim Consolidated
----------------- ----------------- -----------------
<S> <C> <C> <C>
Borrowings under new senior credit facility $261,600,000 $ - $261,600,000
Senior subordinated discount notes 110,000,000 - 110,000,000
Senior discount notes - 50,000,000 50,000,000
Proceeds from sale of Circon 228,000,000 - 228,000,000
New equity - 150,000,000 150,000,000
------------ ------------ ------------
$599,600,000 $200,000,000 $799,600,000
============ ============ ============
</TABLE>
In connection with the recapitalization, Maxxim (1) repaid all amounts
outstanding under its previous credit facility and (2) consummated the tender
offer for Maxxim's $100,000,000 principal amount of outstanding 10 1/2% senior
subordinated notes due 2006. An aggregate principal amount of $99,995,000 of the
senior subordinated notes were tendered in the tender offer, leaving $5,000 in
aggregate principal amount of the senior subordinated notes outstanding.
Transaction fees and expenses related to the recapitalization totaled
approximately $53,300,000. Financing fees of approximately $23,500,000 have been
capitalized and will be amortized with the applicable debt. Additionally, the
transaction fees include the $11,200,000 premium paid on the tender of Maxxim's
10 1/2% senior subordinated notes. This tender premium, together with remaining
unamortized debt issuance costs, have been included in the extraordinary loss
related to the early retirement of debt. Maxxim recognized one time expenses of
$18,697,000 related to the recapitalization. These one time expenses include
professional fees of $14,028,000.
CREDIT FACILITY
In connection with the recapitalization, Maxxim repaid all amounts
outstanding under its previous credit facility. Maxxim Group entered into a new
$310,000,000 senior secured credit facility ("Credit Facility") with several
lending institutions on November 12, 1999. The Credit Facility consists of the
following:
Tranche A term loan ( "term loan A facility" ).................. $ 80,000,000
Tranche B term loan ( "term loan B facility" ).................. 90,000,000
Tranche C term loan ( "term loan C facility" ).................. 90,000,000
Revolving credit facility ("revolver").......................... 50,000,000
------------
$310,000,000
============
9
<PAGE>
MAXXIM MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
Financing for the recapitalization required the full use of the term
loans and approximately $1,600,000 of the revolver. On January 30, 2000, the
unused portion of the revolver was $50,000,000. The term loan A facility is
repayable in six annual principal payments commencing October 31, 2000 with
payments ranging from $10,000,000 to $16,000,000. This facility bears interest
at a rate per annum equal to, at Maxxim Group's option: (1) an adjusted London
interbank offered rate ("Adjusted LIBOR") plus 2.75% or (2) a rate equal to the
greater of the administrative agent's prime rate, a certificate of deposit rate
plus 1% and the Federal Funds effective rate plus 1/2 of 1% (the "Alternate Base
Rate") plus 1.75%, in each case, subject to certain adjustments based on Maxxim
Group's leverage. The term loan B facility is repayable in eight principal
payments over seven and one-half years, with the first six payments of $250,000
due annually commencing October 31, 2000, a payment of $40.0 million due on
October 31, 2006, and a final payment of $48,500,000 payable at maturity on May
12, 2007. The term loan B facility bears interest at a rate per annum equal to,
at Maxxim Group's option: (1) Adjusted LIBOR plus 3.25% or (2) the Alternate
Base Rate plus 2.25%. The term loan C facility is repayable in nine principal
payments over eight and one-half years, with the first seven payments of
$250,000 due annually commencing October 31, 2000, a payment of $30.0 million
due on October 31, 2007, and a final payment of $58,250,000 payable at maturity
on May 12, 2008. The term loan C facility bears interest at a rate per annum
equal to, at Maxxim Group's option: (1) Adjusted LIBOR plus 3.50% or (2) the
Alternate Base Rate plus 2.50%. The revolving credit facility is a six-year
facility, and outstanding balances thereunder bear interest at a rate per annum
equal to, at Maxxim Group's option: (1) Adjusted LIBOR plus 2.75% or (2) the
Alternate Base Rate plus 1.75%, in each case, subject to certain adjustments
based on Maxxim Group's leverage. All outstanding loans under the revolving
credit facility will be repayable at maturity.
SENIOR SUBORDINATED DISCOUNT NOTES
In connection with the recapitalization, Maxxim Group issued Senior
Subordinated Discount Notes due 2009 ("Maxxim Group Notes") with an aggregate
principal amount at maturity of $144,552,000 ($110,004,072 aggregate accreted
amount outstanding at issuance). The Maxxim Group Notes mature on November 15,
2009, unless previously redeemed by Maxxim Group. The Maxxim Group Notes were
sold at a discount of $34,547,928 from their aggregate face value, which amount
will be accreted over the 10 year life of the Maxxim Group Notes. With each
$1,000 face amount of Maxxim Group Notes issued, Maxxim issued one warrant to
purchase 0.8226 shares of its common stock on or before November 12, 2004, at a
price per share of $0.01. Each warrant is valued at $21.38 and will be amortized
over the life of the Maxxim Group Notes. Cash interest of 11% is payable on the
accreted value of the Maxxim Group Notes as of the issue date, on May 15 and
November 15, commencing May 15, 2000. The obligations under the Maxxim Group
Notes are guaranteed by Maxxim and all of Maxxim Group's U.S. subsidiaries.
Except as set forth in the following paragraph, Maxxim Group may not
redeem the Maxxim Group Notes at its option prior to November 15, 2004. On or
after November 15, 2004, Maxxim Group may redeem, in whole or in part, at the
redemption prices (expressed as a percentage of accreted value) set forth below
plus accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 15 of the years
indicated below:
YEAR PERCENTAGE
---- ----------
November 15, 2004.................................. 106.875%
November 15, 2005.................................. 104.583%
November 15, 2006.................................. 102.292%
November 15, 2007 and thereafter................... 100.000%
At any time prior to November 15, 2002, Maxxim Group may redeem up to
35% of the original aggregate principal amount of the Maxxim Group Notes at
maturity plus accrued and unpaid interest thereon to the applicable redemption
date with the net cash proceeds of certain equity offerings at a redemption
price equal to 113 3/4% of the accreted value thereof so long as at least 65% of
the original aggregate principal amount at maturity of the Maxxim Group Notes
remains outstanding after each such redemption and any such redemption is made
within 90 days of the consummation of such equity offering.
Net proceeds from the offering of approximately $110,004,000 were used
in conjunction with proceeds from the new Credit Facility and the Maxxim Notes
(as defined below) to finance the recapitalization.
10
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
SENIOR DISCOUNT NOTES
In connection with the recapitalization, Maxxim issued $98,500,000
principal amount at maturity of senior unsecured discount notes ("Maxxim
Notes"). The Maxxim Notes were sold at a $48,500,000 discount from their face
value, resulting in accreted interest on the accreted value at a semi-annual
rate of 7.0% until November 15, 2004. The Maxxim Notes will mature 11 years from
the date of issuance and beginning November 15, 2004, will pay interest in cash
at a rate of 14.0% per year on the accreted value of the Maxxim Notes, payable
semi-annually. For the first five years from the issue date, accreted interest
will be added to the outstanding principal amount of the Maxxim Notes and will
not be payable in cash. After five years from the issuance date, cash interest
will be payable in cash unless cash interest cannot be paid without violating
certain terms of Maxxim Group's senior or senior subordinated debt, in which
case Maxxim may issue additional Maxxim Notes in payment of such interest. The
Maxxim Notes were not registered for sale under the Securities Act and are not
eligible for offer or sale in the United States absent registration or an
exemption from the registration process. In addition, the purchasers of the
Maxxim Notes received warrants to purchase 144,132 shares of Maxxim's common
stock at a purchase price of $0.01 per share. The market value of the warrants
was $3,746,000.
NEW EQUITY
Immediately prior to the recapitalization, which included the merger of
Fox Paine Medic Acquisition Corporation ("Fox Paine Medic") with and into
Maxxim, Maxxim had 14,278,942 shares of common stock outstanding. In the merger,
all of the outstanding shares of Maxxim common stock, other than 531,854 shares
held by the ten continuing shareholders, were converted into the right to
receive $26 per share.
Also immediately prior to the merger, present and former directors,
officers and employees of Maxxim held options to purchase 1,481,460 shares of
Maxxim common stock at a weighted average exercise price of $14.72. As part of
the recapitalization, options to purchase 1,019,092 shares of Maxxim common
stock were canceled in exchange for a cash payment equal to the difference
between the $26.00 merger price and the exercise price per share under the
relevant option. The remaining 462,368 options held by the management investors
were canceled without any cash consideration.
As a result of the merger, the 5,069,231 outstanding shares of Fox
Paine Medic common stock were converted into the same number of shares of common
stock of Maxxim, and the cash investment of $131.8 million by the new investors
in Fox Paine Medic became an asset of Maxxim. In addition, the eight continuing
shareholders who were members of Maxxim's senior management used the after-tax
proceeds from the cash-out of their stock options to purchase 169,619 additional
shares of Maxxim common stock immediately after the merger, at a price of $26.00
per share. All of the 169,619 shares provide the shareholders, under certain
conditions, with the right to put the shares to Maxxim at fair market value.
Accordingly, such shares are reflected as shares with put rights in the
accompanying balance sheet.
Upon completion of the recapitalization, Maxxim had 5,770,704 shares of
common stock outstanding.
NOTE 5 - OTHER ASSETS
Other assets, net of accumulated amortization, include the following as
of:
JANUARY 30, OCTOBER 31,
2000 1999
----------- ---------
(UNAUDITED)
(IN THOUSANDS)
Patents........................................ $ 10,439 $ 10,736
Debt offering costs............................ 22,821 7,100
Non-compete agreements......................... 1,115 1,338
Notes receivable............................... 1,560 1,909
Other.......................................... 2,407 4,876
--------- ---------
$ 38,342 $ 25,959
========= =========
11
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE 6 - BUSINESS SEGMENTS, GEOGRAPHIC AREAS AND MAJOR CUSTOMERS
Effective October 31, 1999, Maxxim adopted SFAS No. 131, "Disclosure
about Segments of an Enterprise and Related Information." Maxxim's business is
organized, managed and internally reported as a single segment comprised of
medical products used in surgical and other medical procedures. Maxxim believes
its various product lines have similar economic, operating and other related
characteristics.
Information in the table below is presented on the basis Maxxim uses to
manage its business. Export sales are reported within the geographic areas where
the final sales to customers are made.
FISCAL QUARTER ENDED
JANUARY 30, 2000 JANUARY 31, 1999
---------------- ----------------
(UNAUDITED, IN THOUSANDS)
United States ................ $104,882 $106,107
Europe ....................... 11,312 12,102
Rest of World ................ 6,634 6,423
-------- --------
Total Company ................ $122,828 $124,632
======== ========
Export sales to rest of world are primarily sales to Canada, South
America and the Pacific Rim. There were no significant investments in long-lived
assets located outside the United States at Janaury 30, 2000 and October 31,
1999.
Maxxim distributes primarily through major distributors in the United
States. Those distributors typically serve under a purchase order or supply
agreement between the end-user and Maxxim. Sales in the United States through
Owens & Minor, Inc., and General Medical Corp., our largest distributors, were
25.5% and 11.4% of our net sales, respectively, for the fiscal quarter ended
January 30, 2000, and 24.9% and 11.6% of our net sales, respectively, for the
fiscal quarter ended January 31, 1999. For the fiscal quarter ended January 30,
2000, no other single distributor accounted for more than 10% of our United
States total net sales.
NOTE 7 - RELATED PARTY TRANSACTIONS
LOANS TO OFFICERS
Under the terms of the Chief Executive Officer's ("CEO") employment
agreement, he may borrow up to an aggregate of $500,000 for the principal
purpose of payment of federal income tax payments associated with the exercise
of stock options to purchase shares of the Company's common stock. Each loan is
non-interest bearing, unsecured and repayable in ten equal annual installments
on the third through the twelfth anniversaries of the dates of such loans. The
total amount outstanding under the CEO's loans at January 30, 2000 was $460,000.
The CEO is current in all of his repayment obligations under the loans.
In conjunction with the relocation of the Company's Chief Operating
Officer ("COO") from Houston, Texas to the Company's corporate headquarters in
Clearwater, Florida, the COO was given a loan in the amount of $325,000. This
loan is non-interest bearing, unsecured and repayable upon the earlier of the
sale of his prior residence or December 31, 2000.
12
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
MANAGEMENT AND ADVISORY SERVICES PROVIDED BY FOX PAINE
In connection with the recapitalization, Maxxim and Maxxim Group
entered into a management services agreement with an affiliate of Fox Paine
pursuant to which such affiliate will provide certain financial and strategic
consulting and advisory services to Maxxim and Maxxim Group. In exchange for
these services, the Fox Paine affiliate will receive a fee of $763,000 for
fiscal year 2000. Thereafter such fee shall be equal to 1% of the annual
adjusted consolidated EBITDA of Maxxim for the prior fiscal year. At January 30,
2000, other expense included $175,000 for the management and advisory services
fee. Additionally, Maxxim paid to such affiliate transaction fees of
approximately $9,814,000 plus reimbursement of its expenses in connection with
the recapitalization.
SERVICES AGREEMENT
Maxxim, Maxxim Group, Circon Holdings and Circon have entered into a
services agreement that provides for Maxxim and Maxxim Group to provide services
to Circon Holdings and Circon, including services and advice provided by
management employees as well as general corporate overhead services. In exchange
for these services, Circon Holdings and Circon will reimburse Maxxim and Maxxim
Group for all direct expenses or out of pocket fees directly attributable to the
services provided to Circon Holdings and Circon. For services without expenses
or fees directly attributable to Circon Holdings and Circon, the actual cost of
such services will be allocated between Maxxim and Maxxim Group, on the one
hand, and Circon Holdings and Circon, on the other hand, pro rata based on net
sales. Maxxim's shared services charges billed to Circon Holdings and Circon
totaled $500,000 in the quarter ended January 30, 2000.
NOTE 8 - FINANCIAL INFORMATION REGARDING GUARANTOR SUBSIDIARIES
Consolidating financial information regarding Maxxim, guarantor
subsidiaries and non-guarantor subsidiaries as of January 30, 2000 and October
31, 1999 and for each of the fiscal quarters ended January 30, 2000 and January
31, 1999 is presented below for purposes of complying with the reporting
requirements of the guarantor subsidiaries. Separate financial statements and
other disclosures concerning each guarantor subsidiary have not been presented
because management has determined that such information is not material to
investors. The guarantor subsidiaries are wholly-owned subsidiaries of Maxxim
Group who have fully and unconditionally guaranteed Maxxim Group's senior
subordinated discount notes due 2009 issued in connection with the
recapitalization (see Note 4). Maxxim has also fully and unconditionally
guaranteed the notes.
13
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 30, 2000
<TABLE>
<CAPTION>
JANUARY 30, 2000
----------------------------------------------------------------------------
GUARANTOR NON-GUARANTOR MAXXIM GROUP PARENT CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES TOTAL GUARANTOR TOTAL
------------ ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....... $ 1,510 $ 3,517 $ 5,027 $ - $ 5,027
Accounts receivable, net ........ 52,884 10,906 63,790 - 63,790
Inventory, net .................. 85,019 16,251 101,270 - 101,270
Net current deferred tax asset... 8,938 - 8,938 - 8,938
Prepaid expenses and other ...... 6,095 349 6,444 - 6,444
Due from / (to) affiliates ...... 3,467 (2,114) 1,353 - 1,353
--------- --------- --------- --------- ---------
Total current assets .......... 157,913 28,909 186,822 - 186,822
Property and equipment ............. 135,986 58,792 194,778 - 194,778
Less: accumulated depreciation... (39,856) (17,718) (57,574) - (57,574)
--------- --------- --------- --------- ---------
96,130 41,074 137,204 - 137,204
Goodwill and other intangibles, net. 141,276 2,704 143,980 - 143,980
Other assets, net .................. 34,679 1,249 35,928 2,414 38,342
--------- --------- --------- --------- ---------
Total assets .................. $ 429,998 $ 73,936 $ 503,934 $ 2,414 $ 506,348
========= ========= ========= ========= =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of
long-term debt $ 10,930 $ - $ 10,930 $ - $ 10,930
Current maturities of capital
lease obligations ............ 404 - 404 - 404
Current maturities of other
long-term obligations ....... 186 - 186 - 186
Accounts payable ................ 24,341 5,610 29,951 - 29,951
Accrued liabilities ............. 18,933 3,314 22,247 (6,954) 15,293
--------- --------- --------- --------- ---------
Total current liabilities...... 54,794 8,924 63,718 (6,954) 56,764
Intercompany (receivable) payable... (48,114) 48,114 - - -
Long-term debt, net of current
maturities ...................... 251,440 - 251,440 - 251,440
Senior subordinated discount notes.. 107,607 - 107,607 - 107,607
Senior discount notes .............. - - - 47,843 47,843
10 1/2% Senior subordinated notes .. 5 - 5 - 5
Capital lease obligations, net of
current maturities .............. 3,953 - 3,953 - 3,953
Other long-term obligations, net of
current maturities .............. 311 311 - 311
Net non-current deferred tax
liability........................ 7,971 364 8,335 8,335
--------- --------- --------- --------- ---------
Total liabilities ............. 377,967 57,402 435,369 40,889 476,258
Shares with put rights ............ - - - 4,410 4,410
Commitments and contingencies
Shareholders' equity:
Preferred Stock ................ - - - - -
Common Stock ................... - - - 6 6
Additional paid-in capital....... - - - (9,696) (9,696)
Retained earnings ............... - - - 47,512 47,512
Subscriptions receivable ........ - - - (2,580) (2,580)
Accumulated other comprehensive
loss .......................... - - - (9,562) (9,562)
---------- --------- --------- --------- ---------
Total shareholders' equity .... - - - 25,680 25,680
(Investment in) / net equity of
guarantor subsidiaires ...... 68,565 - 68,565 (68,565) -
(Investment in) / net equity of
Non-guarantor subsidiaries... (16,534) 16,534 - - -
--------- --------- --------- --------- ---------
Total liabilities and
shareholders' equity...... $ 429,998 $ 73,936 $ 503,934 $ 2,414 $ 506,348
========= ========= ========= ========= =========
</TABLE>
14
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1999
<TABLE>
<CAPTION>
OCTOBER 31, 1999
--------------------------------------------
GUARANTOR NON-GUARANTOR CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES TOTAL
------------- ------------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ......................................... $ 474 $ 3,566 $ 4,040
Accounts receivable, net .......................................... 30,512 30,811 61,323
Inventory, net .................................................... 81,610 16,201 97,811
Net current deferred tax asset .................................... 9,189 - 9,189
Prepaid expenses and other ........................................ 6,339 258 6,597
Net assets held for sale .......................................... - 224,909 224,909
--------- --------- ---------
Total current assets ............................... 128,124 275,745 403,869
Property and equipment ............................................... 134,375 59,833 194,208
Less: accumulated depreciation .................................... (37,678) (17,224) (54,902)
--------- --------- ---------
96,697 42,609 139,306
Goodwill and other intangibles, net .................................. 140,811 1,648 142,459
Other assets, net .................................................... 25,010 949 25,959
--------- --------- ---------
Total assets ....................................... $ 390,642 $ 320,951 $ 711,593
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt .............................. $ 430 $ - $ 430
Current maturities of capital lease obligations ................... 473 - 473
Current maturities of other long-term obligations ................. 546 - 546
Accounts payable .................................................. 25,986 5,840 31,826
Accrued liabilities ............................................... 18,380 3,899 22,279
--------- --------- ---------
Total current liabilities .......................... 45,815 9,739 55,554
Intercompany (receivables) payables .................................. (42,704) 42,704 -
Long-term debt, net of current maturities ............................ 255,940 - 255,940
10 1/2% Senior subordinated notes .................................... 100,000 - 100,000
Capital lease obligations, net of current maturities ................. 4,000 - 4,000
Other long-term obligations, net of current maturities ............... 360 38,396 360
Net non-current deferred tax liability ............................... 10,553 69 10,622
--------- --------- ---------
Total liabilities .................................. 373,964 52,512 426,476
Commitments and contingencies
Shareholders' equity
Preferred Stock .................................................. - - -
Common Stock ..................................................... 14 - 14
Additional paid-in capital ........................................ 220,230 - 220,230
Retained earnings ................................................. 78,950 - 78,950
Subscriptions receivable .......................................... (5,200) - (5,200)
Accumulated other comprehensive loss .............................. (8,877) - (8,877)
--------- --------- ---------
Total shareholders' equity ................................ 285,117 - 285,117
(Investment in) / net equity of non-guarantor
subsidiaries ................................................... (268,439) 268,439 -
--------- --------- ---------
Total liabilities and shareholders' equity ................ $ 390,642 $ 320,951 $ 711,593
========= ========= =========
</TABLE>
15
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL QUARTER ENDED JANUARY 30, 2000
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED JANUARY 30, 2000
--------------------------------------------------------------------------------------
GUARANTOR NON-GUARANTOR ELIMINATING MAXXIM GROUP PARENT CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES ENTRIES TOTAL GUARANTOR TOTAL
------------ ------------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net sales ..................... $ 109,095 $ 20,786 $ (7,053) $ 122,828 $ - $ 122,828
Cost of sales ................. 79,612 17,338 (7,053) 89,897 - 89,897
--------- --------- --------- --------- --------- ---------
Gross profit .................. 29,483 3,448 - 32,931 - 32,931
--------- --------- --------- --------- --------- ---------
Selling, general and
administrative ............... 18,880 3,649 - 22,529 - 22,529
Restructure and transition
expenses ..................... 3,785 - - 3,785 - 3,785
--------- --------- --------- --------- --------- ---------
22,665 3,649 - 26,314 - 26,314
--------- --------- --------- --------- --------- ---------
Income (loss) from operations . 6,818 (201) - 6,617 - 6,617
Interest (expense), net ....... (9,024) (593) - (9,617) (1,635) (11,252)
Other income/(expense), net ... (265) 23 - (242) - (242)
Recapitalization expenses ..... (18,697) - - (18,697) - (18,697)
--------- --------- --------- --------- --------- ---------
Loss before income taxes ...... (21,168) (771) - (21,939) (1,635) (23,574)
Income tax benefit ............ (2,287) (284) - (2,571) (638) (3,209)
--------- --------- --------- --------- --------- ---------
Loss from continuing
operations ................... (18,881) (487) - (19,368) (997) (20,365)
Income from discontinued
operations, net ............. 87 - - 87 - 87
--------- --------- --------- --------- --------- ---------
Loss before extraordinary item (18,794) (487) - (19,281) (997) (20,278)
Extraordinary item - loss on
early retirement of debt, net (8,084) - - (8,084) (3,076) (11,160)
--------- --------- --------- --------- --------- ---------
Net loss ................. $ (26,878) $ (487) $ - $ (27,365) $ (4,073) $ (31,438)
========= ========= ========= ========= ========= =========
</TABLE>
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL QUARTER ENDED JANUARY 31, 1999
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED JANUARY 31, 1999
-------------------------------------------------------
GUARANTOR NON-GUARANTOR ELIMINATING CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES ENTRIES TOTAL
------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Net sales ............................ $ 110,437 $ 21,412 $ (7,217) $ 124,632
Cost of sales ........................ 79,359 17,141 (7,217) 89,283
--------- --------- --------- ---------
Gross profit ......................... 31,078 4,271 - 35,349
--------- --------- --------- ---------
Selling, general and administrative .. 18,540 3,151 - 21,691
Restructure and transition expenses .. 2,016 - - 2,016
--------- --------- --------- ---------
20,556 3,151 - 23,707
--------- --------- --------- ---------
Income from operations ............... 10,522 1,120 - 11,642
Interest expense, net ................ (3,785) (503) - (4,288)
Other income / (expense), net ...... 89 (103) - (14)
--------- --------- --------- ---------
Income before income taxes ........... 6,826 514 - 7,340
Income taxes ......................... 2,910 215 - 3,125
--------- --------- --------- ---------
Income from continuing operations .... 3,916 299 - 4,215
Loss from discontinued operations, net - (339) - (339)
--------- --------- --------- ---------
Net income (loss) ............... $ 3,916 $ (40) $ - $ 3,876
========= ========= ========= =========
</TABLE>
16
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FISCAL QUARTER ENDED JANUARY 30, 2000
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED JANUARY 30, 2000
----------------------------------------------------------------------
GUARANTOR NON-GUARANTOR MAXXIM GROUP PARENT CONSOLIDATED
SUBSIDIARIES SUBSIDIAIRES TOTAL GUARANTOR TOTAL
------------ ------------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss ................................. $ (26,878) $ (487) $ (27,365) $ (4,073) $ (31,438)
Adjustment to reconcile net income to net
cash provided by operating activities:
Debt tender and recapitalization
expenses ............................ 37,029 - 37,029 - 37,029
Deferred income tax (benefit) expense . (221) 295 74 - 74
Write-off of debt offering costs ...... 2,057 - 2,057 5,043 7,100
Amortization of financing fees and
accretion of debt discount ......... 1,285 - 1,285 1,636 2,921
Depreciation and amortization ......... 4,002 1,558 5,560 - 5,560
Change in operating assets
and liabilities ..................... (11,739) (24) (11,763) (6,954) (18,717)
--------- --------- --------- --------- ---------
Net cash (used in) provided by
operating activities .................... 5,535 1,342 6,877 (4,348) 2,529
--------- --------- --------- --------- ---------
Cash flows from investing activities:
Proceeds from sale of Circon ............. 228,000 - 228,000 - 228,000
Proceeds from sale of investment
securities ............................ 445 - 445 - 445
Payment received on notes ................ 869 - 869 - 869
Purchase of property, equipment
and other assets , net of asset
acquisitions and business
combinations .......................... (3,456) (1,004) (4,460) - (4,460)
--------- --------- --------- --------- ---------
Net cash provided by (used in)
investing activities .................. 225,858 (1,004) 224,854 - 224,854
--------- --------- --------- --------- ---------
Cash flows from financing activities:
Net proceeds from the issuance of
senior subordinated discount
notes ................................. 110,004 - 110,004 - 110,004
Repurchase of 10 1/2% senior
subordinated notes ................... (99,995) - (99,995) - (99,995)
Increase in long-term borrowings ......... 260,000 - 260,000 - 260,000
Repayment on long-term borrowings ........ - - - (254,000) (254,000)
Net proceeds from the issuance of
senior discount notes ................ - - - 50,000 50,000
Payments on capital lease obligations .... (116) - (116) - (116)
Payments on other long term obligations .. (409) - (409) - (409)
Recapitalization of Maxxim ............... (443,170) - (443,170) 210,809 (232,361)
Debt tender and recapitalization
expenses .............................. (37,029) - (37,029) - (37,029)
Payment of debt offering costs .......... (18,155) - (18,155) (2,461) (20,616)
Decrease in bank overdraft ............... (1,243) - (1,243) - (1,243)
Other, net ............................... (244) (293) (537) - (537)
--------- --------- --------- --------- ---------
Net cash (used in) provided by
financing activities .................... (230,357) (293) (230,650) 4,348 (226,302)
--------- --------- --------- --------- ---------
Effect of foreign currency
translation adjustment .................. - (94) (94) - (94)
--------- --------- --------- --------- ---------
Net increase (decrease) in cash and cash
equivalents ............................. 1,036 (49) 987 987
Cash and cash equivalents
at beginning of period .................... 474 3,566 4,040 - 4,040
--------- --------- --------- --------- ---------
Cash and cash equivalents
at end of period ......................... $ 1,510 $ 3,517 $ 5,027 $ - $ 5,027
========= ========= ========= ========= =========
</TABLE>
17
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FISCAL QUARTER ENDED JANUARY 31, 1999
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED JANUARY 31, 1999
-----------------------------------------------
GUARANTOR NON-GUARANTOR CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES TOTAL
-------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ........................................ $ 3,916 $ (40) $ 3,876
Adjustment to reconcile net income to net cash
provided by operating activities:
Loss from discontinued operations, net of tax ......... - 339 339
Deferred income tax expense (benefit) ................. 970 (996) (26)
Amortization of financing fees ........................ 255 - 255
Depreciation and amortization ......................... 3,882 1,472 5,354
Gain on sale of building .............................. (167) - (167)
Loss on sale of product line .......................... 112 - 112
Changes in operating assets and liabilities .......... 798 2,218 3,016
--------- --------- ---------
Net cash provided by continuing operations ................. 9,766 2,993 12,759
Net cash provided by discontinued operations ............... - 3,519 3,519
--------- --------- ---------
Net cash provided by operating activities .................. 9,766 6,512 16,278
--------- --------- ---------
Cash flows from investing activities:
Proceeds from product line sale .......................... 1,180 - 1,180
Proceeds from building sale .............................. 331 - 331
Purchase of Circon, net of cash acquired ................. (226,451) - (226,451)
Purchase of property, equipment, net of asset acquisitions
and business combinations ............................. (3,144) (5,663) (8,807)
--------- --------- ---------
Net cash provided by (used in) investing activities ........ (228,084) (5,663) (233,747)
--------- --------- ---------
Cash flows from financing activities:
Increase in long-term borrowings ......................... 200,000 - 200,000
Net borrowing (payments) on revolving line of
credit ..................................................... 25,200 - 25,200
Payments on capital lease obligations .................... (295) - (295)
Payments on other long term obligations .................. (465) - (465)
Payment of debt offering costs ........................... (5,584) - (5,584)
(Decrease) increase in bank overdraft .................... 1,323 - 1,323
Other, net ............................................... 278 - 278
--------- --------- ---------
Net cash (used in) provided by financing activities ....... 220,457 - 220,457
--------- --------- ---------
Effect of foreign currency translation adjustment .......... - (146) (146)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents ....... 2,139 703 2,842
Cash and cash equivalents at beginning of period ........... 742 3,383 4,125
--------- --------- ---------
Cash and cash equivalents at end of period ................. $ 2,881 $ 4,086 $ 6,967
========= ========= =========
</TABLE>
18
<PAGE>
MAXXIM MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
NOTE 9 -RESTRUCTURE CHARGES AND TRANSITION EXPENSES
In the first quarter of fiscal 1999, Maxxim incurred approximately
$2,016,000 of transition costs in connection with the restructuring of its sales
force. The sales force transition costs included severance and training expenses
associated with the realignment of Maxxim's sales force. In the fourth quarter
of fiscal 1999, Maxxim announced the closing of one of its glove plants.
$2,621,000 in restructure charges were recorded in the fourth quarter of fiscal
1999 and $2,652,000 in restructure charges were recorded in the first quarter of
fiscal 2000. These restructure charges are associated with the plant closure and
include severance and benefit costs for the 140 employees. Additionally in the
first quarter of fiscal 2000, Maxxim recorded an expense of $1,133,000 related
to idle plant costs at its surgeon's glove facility. The restructure charges and
transition expenses are summarized below. Unpaid expenses are included in
accrued expenses on Maxxim's consolidated balance sheet, and Maxxim expects to
pay the remaining accruals in fiscal 2000.
<TABLE>
<CAPTION>
BEGINNING ENDING
BALANCE FISCAL 1999 FISCAL 1999 BALANCE
NOVEMBER 2, RECORDED CASH OCTOBER 31,
1998 EXPENSES PAYMENTS 1999
--------------- --------------- --------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Severance .................................. $- $2,860 $1,739 $1,121
Training ................................... - 395 395 -
Termination benefits for plant closure ..... - 443 100 343
Plant closure expenses ..................... - 466 267 199
Other transition expenses .................. - 473 473 -
-- ------ ------ ------
$- $4,637 $2,974 $1,663
== ====== ====== ======
BEGINNING ENDING
BALANCE FISCAL 2000 FISCAL 2000 BALANCE
NOVEMBER 1, RECORDED CASH JANUARY 30,
1999 EXPENSES PAYMENTS 2000
--------------- --------------- --------------- ---------------
(IN THOUSANDS)
Severance ............................ $1,121 $ 247 $ 353 $1,015
Termination benefits for plant closure 343 - 98 245
Plant closure expenses ............... 199 - 199 -
Idle plant costs ..................... - 2,945 2,945 -
Other transition expenses ............ - 593 593 -
------ ------ ------ ------
$1,663 $3,785 $4,188 $1,260
====== ====== ====== ======
</TABLE>
19
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
The following discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and related Notes appearing
elsewhere in this report.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
percentage which selected items in the Condensed Consolidated Statements of
Operations bear to net sales:
<TABLE>
<CAPTION>
---------------------------
Percent of Net Sales
---------------------------
Fiscal Quarter Ended
------------- ---- --------
January 30, January 31,
2000 1999
---------- -----------
<S> <C> <C>
Net sales ................................................................ 100.0% 100.0%
Cost of sales ............................................................ 73.2 71.6
----- -----
Gross profit ............................................................. 26.8 28.4
Selling, general and administrative expenses ............................. 18.3 17.5
Restructure charges and transition expenses .............................. 3.1 1.6
----- -----
Income from operations ................................................... 5.4 9.3
Interest expense ......................................................... (9.2) (3.4)
Other income (expense), net .............................................. (0.2) -
Recapitalization expenses ................................................ (15.2) -
----- -----
Income (loss) from continuing operation before income taxes .............. (19.2) 5.9
Income taxes ............................................................. (2.6) 2.5
----- -----
Income (loss) from continuing operations ................................. (16.6) 3.4
Income from discontinued operations, net of tax .......................... 0.1 (0.3)
----- -----
Income (loss) before extraordinary item .................................. (16.5) 3.1
Extraordinary item - loss related to early retirement of debt, net of tax (9.1) -
----- -----
Net income ............................................................... (25.6)% 3.1%
===== =====
</TABLE>
20
<PAGE>
NET SALES - Net sales for the first fiscal quarter of 2000 were $122.8
million compared to $124.6 million in the first fiscal quarter of 1999. The 1.4%
decline in sales quarter over quarter is primarily the result of the following
factors: an increase in custom procedure tray sales to $69.5 million for the
first quarter of fiscal 2000 from $67.8 million for the first quarter of fiscal
1999; a decline in medical glove sales to $23.5 million in the first quarter of
fiscal 2000 from $28.7 million in the comparable quarter of fiscal 1999
primarily caused by a decrease in international and O.E.M. sales and somewhat
mitigated by an increase in medical glove sales in North America; and an
increase in all our other product sales to $29.8 million in the first quarter of
fiscal 2000 from $28.1 million in the first quarter of fiscal 1999.
GROSS PROFIT - Gross profit declined to $32.9 million in the first
quarter of fiscal 2000 from $35.3 million reported in the first quarter of
fiscal 1999. The corresponding gross profit rate fell to 26.8% in the first
quarter of fiscal 2000 from 28.4% in the first quarter of fiscal 1999 due to
declines in both medical glove and custom procedure tray margins primarily
caused by competitive pricing pressure in the marketplace.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses remained relatively constant quarter over quarter.
Selling, general and administrative expenses were $22.5 million or 18.3% of net
sales in the first quarter of fiscal 2000 versus $21.7 million or 17.4% of net
sales in the first quarter of fiscal 1999.
21
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - (CONTINUED)
RESTRUCTURE CHARGES AND TRANSITION EXPENSES -In the first quarter of
fiscal 2000, we recorded restructure charges of $2.7 million related to the
closing of one of our exam glove plants and $1.1 million related to idle plant
costs at our surgeon's glove facility. In the first quarter of fiscal 1999, we
recorded transition expenses of $2.0 million related to the restructuring of our
sales force.
INCOME FROM OPERATIONS - Income from operations for the first quarter
of fiscal 2000 was $6.6 million or 5.4% of net sales, compared to $11.6 million
or 9.3% of net sales in the first quarter of fiscal 1999.
INTEREST EXPENSE - Interest expense increased to $11.3 million in the
first quarter of fiscal 2000 from $4.3 million reported in the first quarter of
fiscal 1999. Our debt level including capital leases increased to more than
$420.0 million due to the recapitalization of the Company. The increased
interest expense quarter over quarter is primarily a function of higher average
borrowings in the current year versus the prior year.
RECAPITALIZATION EXPENSES - Recapitalization expenses of $18.7 million
were recorded in the first quarter of fiscal 2000 due to the recapitalization of
Maxxim on November 12, 1999. The recapitalization expenses include approximately
$14.0 million of professional fees.
INCOME TAXES - Our effective tax rate for the fiscal quarters ended
January 30, 2000 and January 31, 1999 was 13.6% and 42.6%, respectively. The tax
benefit rate for January 30, 2000 is lower than the statutory rate due to
nondeductible goodwill amortization and recapitalization expenses. The tax
provision rate for January 31, 1999 is higher than the statutory rate due to
nondeductible goodwill amortization resulting from acquisitions.
INCOME (LOSS) FROM CONTINUING OPERATIONS - As a result of the
foregoing, we reported a loss from continuing operations of $20.4 million in the
first quarter of fiscal 2000 versus income of $4.3 million in the first quarter
of fiscal 1999.
DISCONTINUED OPERATIONS - In connection with the recapitalization, all
of the outstanding stock of Circon was sold to Circon Holdings in exchange for
$208.0 million in cash and the repayment of $20.0 million of debt owed by Circon
to Maxxim. Accordingly, Circon's operations have been reflected as discontinued
operations in our condensed consolidated statement of operations. In the quarter
ended January 30, 2000, we recorded a gain of $87,000 on the sale of Circon. In
the quarter ended January 31, 1999, Circon's operating activities resulted in a
net loss of $0.3 million.
EXTRAORDINARY ITEM - In connection with the recapitalization, we
consumated a tender offer for our 10 1/2% senior subordinated notes.
Accordingly, the tender premium and deferred debt issuance costs related to
these notes were written off as an extraordinary loss in the quarter ended
January 30, 2000.
NET INCOME (LOSS) - As a result of the foregoing, we reported a loss of
$31.4 million for the first quarter of fiscal 2000 versus net income of $3.9
million in the first quarter of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2.5 million in the
quarter ended January 30, 2000 versus $16.3 million in the quarter ended January
31, 1999. Net cash from operating activities was negatively impacted in the
first quarter of fiscal 2000 due to increases in inventory, accounts receivable,
and income taxes receivable and declines in accounts payable and accrued
expenses. Net cash from operating activities was favorably impacted in the first
quarter of fiscal 1999 due to a decrease in accounts receivable offset by an
increase in inventory and a decline in accounts payable for the period.
22
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - (CONTINUED)
The purchase of Circon in January 1999 consumed $226.5 million in the
first quarter of fiscal 1999 and the sale of Circon as part of the
recapitalization provided $228.0 million in the quarter ended January 30, 2000.
In the first quarter of fiscal 2000 Maxxim or its subsidiaires received
the following proceeds as a result of the recapitalization: $50.0 million from
the issuance of senior discount notes, $110.0 million from the issuance of
senior subordinated discount notes and $260.0 million from a new credit
facility. Then, as part of the recapitalization, these funds were used to pay
the following debts in the first quarter of fiscal 2000: $100.0 million for
Maxxim's 10 1/2% senior subordinated notes, $254.0 million for the outstanding
balance on Maxxim's previous credit facility, $20.6 million for debt offering
costs and $37.0 million for debt tender and recapitalization expenses. In
addition, the net impact from the repurchase of outstanding stock and options
and proceeds from the issuance of new common stock in accordance with the
provisions of the recapitalization was the payment of $232.4 million in the
first quarter of fiscal 2000. The first quarter of fiscal 1999 reflects
borrowings of $225.2 million under a new credit facility established to fund the
purchase of Circon.
We believe that borrowings available under our existing credit facility
will be sufficient to fund our working capital requirements for the foreseeable
future.
At January 30, 2000 our balance sheet included net goodwill of $144.0
million. The majority of this balance represents goodwill from the acquisitions
of Winfield Medical and Sterile Concepts. Maxxim acquired Winfield Medical in
June 1998. Unamortized goodwill from the Winfield acquisition totaled $22.5
million at January 30, 2000, which represents 15.6% of net goodwill on that
date. In July 1996, Maxxim acquired Sterile Concepts. Unamortized goodwill from
the Sterile Concepts acquisition totaled $107.1 million at January 30, 2000,
and represented 74.4% of net goodwill as of that date. The remaining $14.4
million of unamortized goodwill at January 30, 2000 relates to various other
acquisitions made between 1992 and 2000. All components of goodwill are being
amortized on a straight line basis over the applicable useful life. Useful lives
have been estimated at 30 years for Winfield Medical, 40 years for Sterile
Concepts and 5 to 20 years for the remaining goodwill components. Total goodwill
amortization expense for the quarters ended January 30, 2000 and January 31,
1999 were $1.3 million and $1.2 million, respectively. Management believes that
there is not persuasive evidence that any material portion of this intangible
asset will dissipate over a period shorter than the determined useful life.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks. Market risk is the potential loss arising
from adverse changes in market prices, interest rates and foreign exchange
rates. We do not enter into derivative or other financial instruments for
trading or speculative purposes.
INTEREST RATE RISK. We are subject to market risk exposure related to
changes in interest rates on the new credit facilities. Interest on borrowings
under the new credit facilities are at a fixed percentage point spread from
either (1) the greater of prime, base CD or federal funds rates or (2) LIBOR. We
are able to, at our option, fix the interest rate for LIBOR for periods ranging
from one to six months. The interest on all outstanding obligations under the
new credit facilities are currently based on one month LIBOR.
FOREIGN CURRENCY EXCHANGE RATE RISK. Generally, we generate net sales and
expenses in the local currency where our products are sold and thus are not
currently subject to significant currency exchange risk. In the future, it is
possible that a greater portion of our net sales outside of North America may
not be denominated in the same currency as the related expenses and thus we may
be subject to currency exchange risks in connection therewith.
INTANGIBLE ASSET RISK. Our balance sheet includes intangible assets. We
assess the recoverability of intangible assets by determining whether the
amortization of the asset balance over its remaining life can be recovered
through undiscounted future operating cash flows of the acquired operation. The
amount of asset impairment, if any, is measured based on projected discounted
future operating cash flows using a discount rate reflecting our average cost of
funds. We do not believe that any impairment of goodwill exists.
23
<PAGE>
PART II. OTHER INFORMATION
Item 2. SECURITIES SOLD
COMMON STOCK
As part of the recapitalization of Maxxim, on November 12, 1999, Fox Paine
Medic Acquisition Corporation was merged with and into Maxxim and each of the
5,069,231 outstanding shares of Fox Paine Medic Acquisition Corporation common
stock was converted into one share of Maxxim common stock. The shareholders of
Fox Paine Medic Acquisition Corporation were Fox Paine Capital Fund, L.P. and
certain other institutional investors controlled by Fox Paine Capital, LLC, and
GS Mezzanine Partners, L.P. and GS Mezzanine Partners Offshore, L.P. At the time
of the merger, Fox Paine Medic Acquisition Corporation's only asset was
approximately $131.8 million in cash which became an asset of Maxxim as a result
of the merger. The shares were issued in a transaction exempt from the
registration requirements of the Securities Act of 1933, pursuant to the
exemption contained in Section 4(2) of the Act.
Additionally, on November 12, 1999, in connection with the
recapitalization, the officers, directors and significant shareholders of Maxxim
who retained a portion of their Maxxim common stock in the merger between Maxxim
and Fox Paine Medic Acquisition Corporation purchased an additional 169,619
shares of Maxxim common stock for $26 per share. The shares were issued in a
transaction exempt from the registration requirements of the Securities Act of
1933, pursuant to the exemption contained in Section 4(2) of the Act.
WARRANTS
In connection with the recapitalization of Maxxim, Maxxim issued warrants
to purchase 144,132 shares of Maxxim common stock at a price of $.01 per share
on November 12, 1999. The warrants were issued to the purchasers of the senior
discount notes of Maxxim due 2010 which also were issued on that date with a
principal amount at maturity of $98.5 million. The notes and warrants were
issued for consideration of $50 million. The number of shares of common stock to
be issued upon the exercise of the warrants and the exercise price are subject
to adjustment under certain circumstances described in the warrant agreement.
The warrants may be exercised at any time on or before November 12, 2004. The
purchasers of the notes were GS Mezzanine Partners, L.P. and GS Mezzanine
Partners Offshore, L.P., which are controlled by the Goldman Sachs Group. The
notes and warrants were issued in a transaction exempt from the registration
requirements of the Securities Act of 1933, pursuant to the exemption contained
in Section 4(2) of the Act.
Additionally, in connection with the recapitalization of Maxxim, Maxxim
issued warrants to purchase 118,908 shares of Maxxim common stock at a price of
$.01 per share on November 12, 1999. The warrants were issued to the purchasers
of the senior subordinated discount notes of Maxxim Group due 2009 which also
were issued on that date with a principal amount at maturity of $144.6 million.
The notes and warrants were issued for consideration of $110 million. The number
of shares of common stock to be issued upon the exercise of the warrants and the
exercise price are subject to adjustment under certain circumstances described
in the warrant agreement. The warrants may be exercised at any time on or before
November 12, 2004. The purchasers of the notes were all institutional investors.
The notes and warrants were issued in a transaction exempt from the registration
requirements of the Securities Act of 1933, pursuant to the exemption contained
in Section 4(2) of the Act.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Maxxim held a special meeting of its shareholders on November 3, 1999 at
which the shareholders approved the Agreement and Plan of Merger, dated as of
June 13, 1999, as amended by Amendment No. 1 to the Merger Agreement, dated as
of October 1, 1999, between Fox Paine Medic Acquisition Corporation and Maxxim,
pursuant to which Fox Paine Medic Acquisition Corporation was merged with and
into Maxxim and each share of Maxxim common stock, other than a portion of the
shares held by the continuing shareholders, were converted into the right to
receive $26.00 in cash, without interest. 9,472,586 shares were voted for the
Agreement and Plan of Merger, 92,444 shares were voted against the Agreement and
Plan of Merger and 24,730 shares abstained from voting on the Agreement and Plan
of Merger. There were no broker nonvotes.
24
<PAGE>
PART II. OTHER INFORMATION - (CONTINUED)
Items 1, 3 and 5 for which provision is made in the applicable regulations of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.
Item 6. EXHIBITS AND REPORTS
(a) Exhibits
27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
A report on Form 8-K was filed on November 9, 1999 under Item
5, reporting the approval of the Agreement and Plan of Merger
by the shareholders, the extension of the tender offer for
Maxxim's 10 1/2% senior subordinated notes and changes in
financing for the recapitalization of Maxxim.
25
<PAGE>
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.
MAXXIM MEDICAL, INC.
Date: By: /s/ Kenneth W. Davidson
------------- -------------------------
Kenneth W. Davidson
Chairman of the Board, President &
Chief Executive Officer
(principal executive officer)
Date: By: /s/ Peter M. Graham
------------- -------------------------
Peter M. Graham
Senior Executive Vice President,
Chief Operating Officer & Secretary
(principal financial officer)
Date: By: /s/ Alan S. Blazei
------------- -------------------------
Alan S. Blazei
Treasurer, Executive Vice President,
& Corporate Controller
(principal accounting officer)
26
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000858660
<NAME> MAXXIM MEDICAL, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-29-2000
<PERIOD-START> NOV-01-1999
<PERIOD-END> JAN-30-2000
<CASH> 5,027
<SECURITIES> 0
<RECEIVABLES> 65,684
<ALLOWANCES> 1,894
<INVENTORY> 101,270
<CURRENT-ASSETS> 186,822
<PP&E> 194,778
<DEPRECIATION> 57,574
<TOTAL-ASSETS> 506,348
<CURRENT-LIABILITIES> 56,764
<BONDS> 107,612
0
0
<COMMON> 6
<OTHER-SE> 25,674
<TOTAL-LIABILITY-AND-EQUITY> 506,348
<SALES> 122,828
<TOTAL-REVENUES> 122,828
<CGS> 89,897
<TOTAL-COSTS> 134,908
<OTHER-EXPENSES> 242
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,252
<INCOME-PRETAX> (23,574)
<INCOME-TAX> (3,209)
<INCOME-CONTINUING> (2,365)
<DISCONTINUED> 87
<EXTRAORDINARY> (11,160)
<CHANGES> 0
<NET-INCOME> (31,438)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
