<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For Quarterly Period Ended November 30, 1996
-----------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the transition period from ___ to ___
Commission file Number: 33-84262
_________________________
MVE HOLDINGS, INC. MVE, INC.
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C> <C>
DELAWARE 41-1641718 DELAWARE 41-1396485
(State or other jurisdiction of (IRS Employer (State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number) incorporation or organization) Identification Number)
</TABLE>
TWO APPLETREE SQUARE, SUITE 100
8011 34TH AVENUE, SOUTH
BLOOMINGTON, MN 55425
(Address of principal executive offices)
TELEPHONE: (612) 853-9600
(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 and Exchange Act
of 1934 during 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 ninety (90) days.
Yes X No
----- -----
Applicable Only To Corporate Issuers:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS NOVEMBER 30, 1996
----------------- -----------------
<S> <C> <C>
MVE Holdings, Inc. Common Stock 175,502 Shares
MVE, Inc. Common Stock 1,000 Shares
MVE Holdings, Inc. Preferred A Stock 4,700 Shares
MVE Holdings, Inc. Preferred B Stock 833 Shares
</TABLE>
<PAGE>
MVE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, February 29,
1996 1996
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 9,933 $ 1,306
Accounts receivable, net 31,642 30,877
Inventories 28,752 24,428
Prepaid expenses and prepaid income
taxes 6,219 5,907
---------- ----------
Total current assets 76,546 62,518
PROPERTY, PLANT AND EQUIPMENT, NET 29,825 22,276
OTHER ASSETS, NET 12,859 9,835
GOODWILL, NET 36,838 39,259
---------- ----------
Total assets $ 156,068 $ 133,888
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 699 $ 2,142
Accounts payable 15,738 18,368
Accrued expenses and other liabilities 21,519 14,205
---------- ----------
Total current liabilities 37,956 34,715
LONG-TERM DEBT, NET OF CURRENT
MATURITIES 141,680 131,024
DEFERRED INCOME TAXES 2,470 2,470
MINORITY INTEREST AND OTHER NONCURRENT
LIABILITIES 3,346 3,470
SERIES A CONVERTIBLE REDEEMABLE
PREFERRED STOCK 47,000
SERIES B CONVERTIBLE PREFERRED STOCK 8,331
---------- ----------
Total liabilities 240,783 171,679
---------- ----------
STOCKHOLDERS' DEFICIT:
Common stock $ 2 $ 5
Additional paid-in capital/(deficit) (449) (449)
Common stock warrants 168 770
Accumulated deficit (84,436) (38,117)
---------- ----------
Total stockholders' deficit (84,715) (37,791)
---------- ----------
Total liabilities and stockholders'
deficit $ 156,068 $ 133,888
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
(2)
<PAGE>
MVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, February 29,
1996 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 2,548 $ 1,306
Accounts receivable, net 31,642 30,877
Inventories 28,752 24,428
Prepaid expenses and prepaid income
taxes 6,219 5,907
-------------- ----------
Total current assets 69,161 62,518
PROPERTY, PLANT AND EQUIPMENT, NET 29,825 22,276
DUE FROM MVE HOLDINGS, INC. 31,015 31,015
OTHER ASSETS, NET 10,859 9,835
GOODWILL, NET 36,838 39,259
-------------- ----------
Total assets $ 177,698 $ 164,903
============== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 699 $ 2,142
Accounts payable 15,738 18,368
Accrued expenses and other liabilities 20,089 14,205
-------------- ----------
Total current liabilities 36,526 34,715
LONG-TERM DEBT, NET OF CURRENT 141,680 131,024
MATURITIES
DEFERRED INCOME TAXES 2,470 2,470
MINORITY INTEREST AND OTHER NONCURRENT
LIABILITIES 3,346 3,470
-------------- ----------
Total liabilities 184,022 171,679
-------------- ----------
STOCKHOLDERS' DEFICIT:
Common stock $ 1 $ 1
Additional paid-in capital 10,411 10,411
Accumulated deficit (16,736) (17,188)
-------------- ----------
Total stockholders' deficit (6,324) ( 6,776)
-------------- ----------
Total liabilities and stockholders'
deficit $ 177,698 $ 164,903
============== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
(3)
<PAGE>
MVE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
----------------------- ----------------------
Three Months Ended Nine Months Ended
Novmeber 30 November 30
----------------------- ----------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 47,491 $ 45,053 $ 142,403 $ 131,221
COST OF SALES 33,834 32,582 101,344 92,467
--------- --------- --------- ---------
Gross profit 13,657 12,471 41,059 38,754
OPERATING EXPENSES:
Selling and marketing 2,531 2,208 7,015 6,715
General and administrative 6,242 3,699 16,681 11,155
Research and development 952 1,055 2,456 3,860
Amortization 1,345 1,361 4,030 4,084
--------- --------- --------- ---------
Total operating expenses 11,070 8,323 30,182 25,814
--------- --------- --------- ---------
Operating income 2,587 4,148 10,877 12,940
INTEREST EXPENSE 4,211 4,356 12,507 12,142
--------- --------- --------- ---------
Income (loss) before income taxes (1,624) (208) (1,630) 798
INCOME TAX PROVISION (BENEFIT) (650) (83) (652) 319
--------- --------- --------- ---------
Net income (loss) (974) (125) (978) 479
PREFERRED STOCK DIVIDENDS (1,677) (1,677)
--------- --------- --------- ---------
Net income (loss) available to
common stockholders $ (2,651) $ (125) $ (2,655) $ 479
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
(4)
<PAGE>
MVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
----------------------- -----------------------
Three Months Ended Nine Months Ended
November 30 November 30
----------------------- -----------------------
1996 1995 1996 1995
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
NET SALES $ 47,491 $ 45,053 $ 142,403 $ 131,221
COST OF SALES 33,834 32,582 101,344 92,467
--------- --------- ---------- ---------
Gross profit 13,657 12,471 41,059 38,754
OPERATING EXPENSES:
Selling and marketing 2,531 2,208 7,015 6,715
General and administrative 4,945 3,699 14,298 11,155
Research and development 952 1,055 2,456 3,860
Amortization 1,345 1,361 4,030 4,084
--------- --------- ---------- ---------
Total operating expenses 9,773 8,323 27,799 25,814
--------- --------- ---------- ---------
Operating income 3,884 4,148 13,260 12,940
INTEREST EXPENSE 4,211 4,356 12,507 12,142
--------- --------- ---------- ---------
Income (loss) before
income taxes (327) (208) 753 798
INCOME TAX PROVISION (BENEFIT) (131) ( 83) 301 319
--------- --------- ---------- ---------
Net income (loss) $ (196) $ (125) $ 452 $ 479
========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
(5)
<PAGE>
MVE HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited)
Nine Months Ended
November 30,
-----------------------
1996 1995
-----------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income $ (2,655) $ 479
Adjustments to reconcile net income
to net cash used in operating
activities:
Depreciation and amortization 6,875 6,681
Loss on disposition of assets 367
Change in operating assets and liabilities:
Accounts receivable (716) (5,633)
Inventories (4,058) (11,762)
Prepaid expenses (150) (676)
Change in other assets, net (3,855)
Accounts payable (2,624) 1,388
Accrued expenses and other liabilities 7,019 1,113
---------- ---------
Net cash provided by (used in) operating
activities 203 (8,410)
---------- ---------
INVESTING ACTIVITIES:
Proceeds from disposition of assets 109
Additions to property, plant, and equipment $ (10,138) $ (3,814)
---------- ---------
Net cash used in investing activities (10,029) (3,814)
---------- ---------
FINANCING ACTIVITIES:
Borrowings under working capital agreement $ 160,301 $ 9,871
Repayments under working capital agreement (153,924) (3,123)
Proceeds from issuance of long-term debt 3,623 5,958
Repayment of long-term debt (2,177) (1,623)
Proceeds from preferred stock sale 47,000
Purchase of treasury stock (33,300)
Purchase of common stock warrants (2,638)
Changes in other non-current assets (432)
---------- ---------
Net cash provided by financing activities 18,453 11,083
---------- ---------
Net increase (decrease) in cash and cash
equivalents 8,627 (1,141)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,306 1,224
---------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,933 $ 83
========== =========
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ 8,244 $ 8,318
Cash paid for taxes $ 1,790 $ 2,166
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
(6)
<PAGE>
MVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited)
Nine Months Ended
November 30,
----------------------
1996 1995
----------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 452 $ 479
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 6,875 6,681
Loss on disposition of assets 367
Change in operating assets and liabilities:
Accounts receivable (716) (5,633)
Inventories (4,058) (11,762)
Prepaid expenses (150) (676)
Change in other assets, net (1,855)
Accounts payable (2,624) 1,388
Accrued expenses and other liabilities 5,589 1,113
---------- ---------
Net cash provided by (used in) operating
activities 3,880 (8,410)
---------- ---------
INVESTING ACTIVITIES:
Proceeds from disposition of assets 109
Additions to property, plant, and equipment $ (10,138) $ (3,814)
---------- ---------
Net cash used in investing activities (10,029) (3,814)
---------- ---------
FINANCING ACTIVITIES:
Borrowings under working capital agreement $ 160,301 $ 9,871
Repayments under working capital agreement (153,924) (3,123)
Proceeds from issuance of long-term debt 3,623 5,958
Repayment of long-term debt (2,177) (1,623)
Changes in other non-current assets (432)
---------- ---------
Net cash provided by financing activities 7,391 11,083
---------- ---------
Net increase (decrease) in cash and cash
equivalents 1,242 (1,141)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,306 1,224
---------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,548 $ 83
========== =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 8,244 $ 8,318
Cash paid for taxes $ 1,790 $ 2,166
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
(7)
<PAGE>
MVE HOLDINGS, INC. AND MVE, INC. AND SUBSIDIARIES
NOTES TO INTERIM UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1996
1. Description of Business and General Information
In the opinion of MVE Holdings, Inc. (Holdings) and MVE, Inc. (the
Company), the accompanying condensed consolidated financial statements
include all adjustments necessary, all of which were of a normal recurring
nature, to present fairly the financial position of Holdings and the
Company as of November 30, 1996 and the results of its operations and its
cash flows for the nine month periods ended November 30, 1996 and 1995.
These results are not necessarily indicative of the results to be expected
for the full year.
The consolidated financial statements included herein have been prepared by
Holdings and the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). The
consolidated financial statements include the accounts of Holdings and the
Company and their subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
In accordance with the rules and regulations of the SEC, the accompanying
interim financial statements have been prepared under the presumption that
users of the interim financial information have either read or have access
to the audited financial statements for the latest fiscal year ended
February 29, 1996. Accordingly, footnote disclosures which would
substantially duplicate the disclosures contained in the February 29, 1996
audited financial statements have been omitted from these interim financial
statements. While management of Holdings and the Company believes the
procedures followed in preparing these financial statements are reasonable
under the circumstances and that all adjustments necessary for a fair
statement of the results of operations have been made. It is suggested
that these interim financial statements be read in conjunction with the
financial statements and the notes thereto included in Holdings' and the
Company's latest annual report on Form 10-K.
2. Inventories
Inventories are stated at the lower of cost or market, utilizing the first
in, first out method for all of the inventories. Inventories consist of the
following:
<TABLE>
<CAPTION>
(in thousands)
November 30, 1996 February 29, 1996
----------------- -----------------
<S> <C> <C>
Purchased materials and subassemblies $17,254 $13,451
Work in process 6,031 4,404
Finished goods 5,467 6,573
------- -------
$28,752 $24,428
======= =======
</TABLE>
3. In connection with the change in ownership, the Company's management
undertook a strategic review of all business units. The review was
completed and presented to the Board of Directors in December 1996. As a
result of this review, the Company has decided to revise its estimates on
various medical and industrial product lines and to discontinue the Aura(R)
product line. Accordingly, the Company will record a charge of
approximately $18.8 million in the fourth quarter related to goodwill and
inventory writedown.
(8)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SUMMARY
- -------
The Company develops, manufactures, markets and sells products which are grouped
according to three business segments: Industrial, Distributed and Medical.
Industrial products include cryogenic storage tanks and transportation equipment
sold to producers, distributors and end users of industrial gases. Distributed
products include bulk CO\2\ containers used for beverage carbonization,
biological storage systems used to store and transport temperature-sensitive
biological matter and insulated storage of liquid natural gas. Medical products
include a range of respiratory products such as liquid oxygen systems,
ambulatory oxygen systems, oxygen concentrators and nebulizers.
RESULTS OF OPERATIONS
- ---------------------
Three Months Ended November 30, 1996 and 1995
Net Sales
- ---------
Net sales for the quarter ended November 30, 1996 increased 5.3% to $47.5
million from $45.1 million in the comparable period in 1995.
Industrial Products: Net sales for the quarter ended November 30, 1996
increased 9.0% to $29.0 million from $26.6 million in the comparable period in
1995. The increase is primarily attributable to the Japanese market for liquid
cylinders, increased investment in fabrication plants for semiconductors
requiring electronic-grade tanks, and increased demand for liquid hydrogen
tanks.
Distributed Products: Net sales for the quarter ended November 30, 1996
increased 15.8% to $11.7 million from $10.1 million in the comparable period in
1995. The increase is primarily attributable to increased restaurant CO\2\
sales offset by decreases in sales of AURA panels. Sales of AURA panels were
$308,000 for the quarter and will be discontinued after March 31, 1997.
Medical Products: Net sales for the quarter ended November 30, 1996 decreased
19.0% to $6.8 million from $8.4 million in the comparable period in 1995. This
lower level of sales results from the continued uncertainty in oxygen
reimbursement caused by the review of Medicare/Medicaid expenditures and the
delayed introduction of a new concentrator product.
Gross Margin
- ------------
Gross margin (expressed as a percent of net sales) increased to 28.8% for the
quarter ended November 30, 1996 from 27.7% in the comparable period in 1995.
Industrial Products: Gross margin increased to 25.0% for the quarter ended
November 30, 1996 from 20.0% in the comparable period in 1995. The increase is
attributable to reduced material costs and improved manufacturing efficiencies.
Distributed Products: Gross margin increased to 37.0% for the quarter ended
November 30, 1996 from 35.1% in the comparable period in 1995. The increase is
primarily attributable to improved manufacturing efficiencies as a result of
increased volumes for restaurant products, improved unit manufacturing costs for
biological products, and decreased sales of AURA flat vacuum panels.
Medical Products: Gross margin decreased to 30.6% for the quarter ended
November 30, 1996 from 34.3% in the comparable period in 1995. The decrease is
primarily attributable to lower volumes and a less profitable product mix.
(9)
<PAGE>
Operating Income
- ----------------
Operating income decreased 37.6% to $2.6 million or 5.4% of net sales for the
three months ended November 30, 1996 from $4.1 million or 9.2% of net sales in
the comparable period in 1995. The decrease is primarily due to the one time
expenses related to the recapitalization with MVE Investors, LLC in August and
the decline in Medical Products sales. Adjusting for the recapitalization
expenses, operating income would have decreased 6.4% to $3.9 million.
Interest Expense
- ----------------
Interest expense was $4.2 million for the quarter ended November 30, 1996 and
$4.4 million in the comparable period in 1995.
Income Taxes
- ------------
The effective income tax rate was 40% for the three months ended November 30,
1996 and 1995.
Net Income
- ----------
As a result of the above, net loss for the three months ended November 30, 1996
was $974,000 compared to a net loss of $125,000 in the comparable period in
1995.
EBITDA
- ------
EBITDA (earnings before interest, income taxes, depreciation, amortization)
decreased 21.9% to $5.0 million or 10.5% of sales for the quarter ended November
30, 1996 from $6.4 million or 14.2% of sales in the comparable period of 1995.
The decrease in EBITDA is attributable to the factors noted in "Operating
Income" above.
Nine Months Ended November 30, 1996 and 1995
Net Sales
- ---------
Net sales for the nine months ended November 30, 1996 increased 8.5% to $142.4
million from $131.2 million in the comparable period in 1995.
Industrial Products: Net sales for the nine months ended November 30, 1996
increased 25.1% to $88.1 million from $70.3 million in the comparable period in
1995. The increase is primarily attributable to the Japanese market for liquid
cylinders, increased investment in fabrication plants for semiconductors
requiring electronic-grade tanks, and increased demand for liquid hydrogen
tanks.
Distributed Products: Net sales for the nine months ended November 30, 1996
increased 4.7% to $33.5 million from $32.0 million in the comparable period in
1995. The increase is primarily attributable to increased restaurant CO\2\
sales offset by significant decreases in AURA panels sales. Sales of AURA panels
were $1.2 million for the nine months and will be discontinued after March 31,
1997.
Medical Products: Net sales for the nine months ended November 30, 1996
decreased 28.0% to $20.8 million from $28.9 million in the comparable period in
1995. The decrease results from the continued uncertainty in oxygen
reimbursement caused by the review of Medicare/Medicaid expenditures and the
delayed introduction of a new concentrator product.
Gross Margin
- ------------
Gross margin (expressed as a percent of net sales) decreased to 28.8% for the
nine months ended November 30, 1996 from 29.5% in the comparable period in
1995.
Industrial Products: Gross margin increased to 24.2% for the nine months ended
November 30, 1996 from 23.2% in the comparable period in 1995. The increase is
attributable to reduced material costs and improved manufacturing efficiencies.
(10)
<PAGE>
Distributed Products: Gross margin increased to 38.9% for the nine months ended
November 30, 1996 from 34.1% in the comparable period in 1995. The increase is
primarily attributable to improved manufacturing efficiencies as a result of
increased volumes for restaurant products, improved unit manufacturing costs for
biological products, and decreased sales of AURA flat vacuum panels.
Medical Products: Gross margin decreased to 32.2% for the nine months ended
November 30, 1996 from 34.8% in the comparable period in 1995. The increase is
primarily attributable to lower volumes and a less profitable product mix.
Operating Income
- ----------------
Operating income decreased 15.9 % to $10.9 million or 7.6% of net sales for the
nine months ended November 30, 1996 from $12.9 million or 9.9% of net sales in
the comparable period in 1995. The decrease is primarily due to the expenses
related to the recapitalization and the decline in Medical product sales.
Adjusting for the recapitalization expenses, operating income would have
increased 2.5% to $13.3 million.
Interest Expense
- ----------------
Interest expense was $12.5 million for the nine months ended November 30, 1996
and $12.1 million in the comparable period in 1995. The interest expense
increase reflects somewhat higher average balances on the Company's line of
credit.
Income Taxes
- ------------
The effective income tax rate was 40% for the nine months ended November 30,
1996 and 1995.
Net Income
- ----------
As a result of the above, net loss for the nine months ended November 30, 1996
was $978,000 compared to net income of $479,000 in the comparable period in
1995.
EBITDA
- ------
EBITDA (earnings before interest, income taxes, depreciation, amortization)
decreased 9.2% to $17.8 million or 12.5% of sales for the nine months ended
November 30, 1996 from $19.6 million or 14.9% of sales in the comparable period
of 1995. The decrease in EBITDA is attributable to the factors noted in
"Operating Income".
LIQUIDITY AND CAPITAL RESERVES
- ------------------------------
Cash flow provided by operating activities was $203,000 for the nine months
ended November 30, 1996 compared to cash used of $8.4 million in the same period
one year ago. This results from improved management of net operating assets.
Working capital was $38.6 million and $27.8 million at November 30, 1996 and
February 29, 1996, respectively.
The Company invested $10.0 million in the nine months ended November 30, 1996
compared to $3.8 million in the same period in 1995. This results primarily
from the company's expansion efforts in the Industrial division, new facilities
in Burnsville, Minnesota and investment in the Company's operations located in
China.
Cash provided by financing activities was $18.5 million compared to $11.1
million in the same period one year ago. This results primarily from the cash
received in the preferred stock sale to MVE Investors, LLC, less the cash used
to redeem common stock by MVE Holdings, Inc. and secondarily from higher
borrowings under the revolving credit facility. The Company is not in default
under any lending agreement nor in violation of any related covenants for which
there have not been waivers obtained.
(11)
<PAGE>
In connection with the change in ownership, the Company's management undertook a
strategic review of all business units. The review was completed and presented
to the Board of Directors in December 1996. As a result of this review, the
Company has decided to revise their estimates on various medical and industrial
product lines and to discontinue the Aura(R) product line. Accordingly, the
Company will record a non-cash charge of approximately $18.8 million in the
fourth quarter related to goodwill and inventory writedown.
(12)
<PAGE>
PART II. OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
The following exhibits are filed with this form 10-Q:
27.1 Financial Data Schedule of MVE Holdings, Inc.
27.2 Financial Data Schedule of MVE, Inc.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended November 30,
1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
MVE HOLDINGS, INC.
DATE: January 14, 1997 /s/ J. David O'Halloran
----------------------------------------
J. David O'Halloran
President and Chief Executive Officer
(Principle Financial and Accounting Officer)
MVE, INC.
DATE: January 14, 1997 /s/ J. David O'Halloran
----------------------------------------
J. David O'Halloran
President and Chief Executive Officer
(Principle Financial and Accounting Officer)
(13)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED NOVEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000930404
<NAME> MVE Holdings, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> NOV-30-1996
<CASH> 9,933
<SECURITIES> 0
<RECEIVABLES> 32,631
<ALLOWANCES> (989)
<INVENTORY> 28,752
<CURRENT-ASSETS> 76,546
<PP&E> 43,783
<DEPRECIATION> (13,958)
<TOTAL-ASSETS> 156,068
<CURRENT-LIABILITIES> 37,956
<BONDS> 141,680
<COMMON> 2
47,000
8,331
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 156,068
<SALES> 47,491
<TOTAL-REVENUES> 0
<CGS> 33,834
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,070
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,211
<INCOME-PRETAX> (1,624)
<INCOME-TAX> (650)
<INCOME-CONTINUING> (974)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (1,677)
<NET-INCOME> (2,651)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED NOVEMBER
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000930406
<NAME> MVE, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> NOV-30-1996
<CASH> 2,548
<SECURITIES> 0
<RECEIVABLES> 32,631
<ALLOWANCES> (989)
<INVENTORY> 28,752
<CURRENT-ASSETS> 69,161
<PP&E> 43,783
<DEPRECIATION> (13,958)
<TOTAL-ASSETS> 177,698
<CURRENT-LIABILITIES> 36,526
<BONDS> 141,680
<COMMON> 1
0
0
<OTHER-SE> (6,129)
<TOTAL-LIABILITY-AND-EQUITY> 177,698
<SALES> 47,491
<TOTAL-REVENUES> 0
<CGS> 33,834
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,211
<INCOME-PRETAX> (131)
<INCOME-TAX> (196)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (196)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
