Common use of CERTAIN INFORMATION CONCERNING THE COMPANY Clause in Contracts

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida corporation with its principal executive office at 0000 Xxxxxx Xxxxx Xxxxxxx, XX, Xxxx Xxxxx, Xxxxxxx 00000 and its telephone number is (000) 000-0000. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set forth below has been derived from the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999 and its Quarterly Report on Form 10-Q for the six months ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained from the SEC in the manner set forth below under "--Available Information." REXALL SUNDOWN, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is was incorporated under the laws of the State of Alabama in 1977 and reincorporated as a Florida Delaware corporation with its in 1982. Its principal executive office offices are located at 0000 Xxxxxx Xxxxx XxxxxxxOne Magnum Pass, XXMobile, Xxxx Xxxxx, Xxxxxxx 00000 Alabama 36618. The following description of the Company has been taken from the 1998 Annual Report: The Company designs and its telephone number is (000) 000-0000manufacturers intelligent controllers which enhance the graphics capabilities and performance of computer printing and imaging systems. The Company developsincorporates its controllers, manufactureswhich consist of software implemented on printed circuit boards, into computer printing and imaging systems which it markets, sells, and supports. The Company also markets its controllers separately for incorporation into products marketed by others and sells vitamins, nutritional supplements and consumer health offers service support for non-Company factored products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company and its consolidated subsidiaries set forth below has been excerpted and derived from the Company's 1999 Annual Report on Form 10-K for Report, the fiscal year ended August 31, 1999 and its Company's Quarterly Report on Form 10-Q for the six months ended February 29quarterly period ending June 30, 2000. Certain amounts in 2000 (the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation"Form 10-Q"). More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SECCommission. The following financial information set forth below should be read is qualified in conjunction with its entirety by reference to the 1999 Annual Report, the Form 10-Q, and all other such reports and documents filed with the SEC Commission and all of the financial statements and related notes contained therein. These The 1999 Annual Report, the Form 10-Q and certain other reports and other documents may be examined and copies thereof may be obtained from at the SEC offices of the Commission in the manner set forth below under "--Available Information." REXALL SUNDOWN, INCbelow. SELECTED CONSOLIDATED FINANCIAL INFORMATION DATA OF THE COMPANY AT AND FOR THE THREE MONTHS ENDED AT AND FOR THE (UNAUDITED) FISCAL YEAR ENDED ---------------------------- ----------------------------------------------------- JUNE 30, 2000 JULY 2, 1999 DECEMBER 31, 1999 OCTOBER 2, 1998 OCTOBER 3, 1997 ------------- ------------ ----------------- --------------- --------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING INCOME STATEMENT DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)Sales........................ $ 28,662 82,847 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma 50,933 $221,286 $133,491 $124,589 Net Income (loss)................ (733) (1,419) (27,400) 1,825 (26,122) Basic and diluted net income (loss) per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== share............... (0.06) (0.12) (2.25) 0.17 (2.44) BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- ShareholdersAssets..................... 174,037 149,045 151,206 69,355 58,589 Capital lease obligations and other liabilities.............. 4,929 6,510 5,544 5,330 7,581 Stockholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------............. 10,159 37,372 13,130 26,038 24,324 COMPANY PROJECTIONS. In July 2000, the Company prepared an operating plan for fiscal year 2000 (the "Mid Term Plan") which included a set of projected financial information for fiscal years 2000, 2001, 2002 and 2003 (the "Projection"). Copies of the Projection were provided to Parent in connection with Parent's review and evaluation of the Company and the ensuing negotiations of the Merger Agreement and were also provided by the Company to the Board and the Special Committee and its financial advisor. The Company has advised Parent that it does not as a matter of course make public projections as to earnings and that the Projection was prepared for internal purposes and not with a view to dissemination to the public. The Projection does not reflect (i) the Company's actual performance, (ii) changes in the Company's business, in the financial markets or in the economy in general, or (iii) prospective changes in the Company's business, in the financial markets or in the economy in general resulting from events which have occurred, in each case, since the date the Projection was prepared. The Projection was not prepared with a view to complying with the published guidelines of the Commission regarding projections or with the AICPA Guide for Prospective Financial Statements. The information is included in this Offer to Purchase only because it was furnished to Parent, the Board, the Special Committee and its financial advisor. The independent public accountants of the Company have neither examined nor compiled the Projection and, accordingly, do not express an opinion or any other form of assurance with respect thereto. The reports of such independent public accountants on the financial statements of the Company incorporated by reference in the Offer to Purchase relate to the historical financial information of the Company and do not extend to the following financial information and should not be read to do so. The Projection anticipates revenues of $358.9 million, $427.7 million, $510.1 million and $607 million, net income of $7.76 million, $14.03 million, $23.03 million and $29.51 million, and earnings per share of $0.59, $1.06, $1.74 and $2.23 (based on 13,260,000 Shares outstanding) for the fiscal years 2000, 2001, 2002 and 2003, respectively. None of the Company, Parent or Purchaser intends to update or otherwise revise the foregoing Projection to reflect circumstances existing after the date the projections were prepared or to reflect the occurrence of unanticipated events. THE COMPANY PROJECTION SET FORTH ABOVE SHOULD BE CONSIDERED "FORWARD LOOKING INFORMATION" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. IT IS NOT POSSIBLE TO PREDICT WHETHER THE ASSUMPTIONS MADE IN PREPARING THE PROJECTION WILL BE VALID AND PARENT AND THE COMPANY CAUTION INVESTORS THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE, AND ACTUAL RESULTS MAY DIFFER MATERIALLY. INVESTORS SHOULD CONSIDER THE RISKS AND UNCERTAINTIES IN THE COMPANY'S BUSINESS THAT MAY AFFECT FUTURE PERFORMANCE AND THAT ARE DISCUSSED IN READILY AVAILABLE DOCUMENTS, INCLUDING THE COMPANY'S ANNUAL REPORT AND OTHER DOCUMENTS FILED WITH THE COMMISSION. THESE UNCERTAINTIES INCLUDE THE POTENTIAL EFFECTS OF THE OFFER AND THE MERGER, THE POSSIBILITY OF GENERAL ECONOMIC, BUSINESS AND LEGISLATIVE CONDITIONS THAT ARE LESS FAVORABLE THAN ANTICIPATED, CHANGES IN INTEREST RATES OR THE STOCK MARKETS AND STRONGER THAN ANTICIPATED COMPETITIVE ACTIVITY. THE INCLUSION OF THIS INFORMATION SHOULD NOT BE REGARDED AS AN INDICATION THAT PARENT, THE COMPANY OR ANYONE ELSE WHO RECEIVED THIS INFORMATION CONSIDERED IT A RELIABLE PREDICTOR OF FUTURE EVENTS, AND THIS INFORMATION SHOULD NOT BE RELIED ON AS SUCH. NONE OF PARENT, THE COMPANY OR ANY OF OUR RESPECTIVE REPRESENTATIVES ASSUMES ANY RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, OR COMPLETENESS OF THE PROJECTION, AND THE COMPANY HAS MADE NO REPRESENTATION TO PARENT REGARDING SUCH INFORMATION. The Company is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning the Company's directors and officers (including their remuneration and the stock options granted to them), the principal holders of the Company's securities, any material interests of such persons in transactions with the Company and certain other matters is required to be disclosed in proxy statements and annual reports distributed to the Company's stockholders and filed with the Commission. Such reports, proxy statements and other information may be inspected and copied at the Commission's public reference facilities at Room 0000, Xxxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, and should also be available for inspection at the following regional offices of the Commission: 7 World Trade Center, New York, New York 10048; and 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; and copies may be obtained by mail at prescribed rates, from the principal office of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Commission also maintains a website at XXXX://XXX.XXX.XXX that contains reports, proxy statements and other information relating to the Company which have been filed electronically via the XXXXX system. Reports, proxy statements and other information concerning the Company also should be available for inspection at the NYSE, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida corporation with its principal executive office offices located at 0000 Xxxxxx Xxxxx Xxxxxxx, XX00000 X.X. Xxxxxxx 00 Xxxxx, Xxxx XxxxxXxxxxx, Xxxxxxx 00000 and its 00000-0000, telephone number is (000) 000-0000. The According to information filed by the Company developswith the Commission, manufacturesthe Company is primarily engaged in comprehensive benefits administration, markets payroll and sells vitaminshuman resource services to employers seeking to outsource these functions. 9 Set forth below is a summary of certain selected financial information with respect to the Company and its subsidiaries for the fiscal years ended July 31, nutritional supplements 1998, 1997 and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected 1996 and for the six-month periods ended January 31, 1999 and 1998, which has been excerpted or derived from the audited consolidated financial information of the Company set forth below has been derived from statements contained in the Company's Annual Report Reports on Form 10-K for the fiscal year years ended August July 31, 1999 1998, 1997 and its 1996, and from unaudited consolidated financial statements contained in the Company's Quarterly Report on Form 10-Q for the six months quarterly period ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August January 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation1999. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read Commission, and the following summary is qualified in conjunction with its entirety by reference to such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained from the SEC in the manner set forth below under "--Available Information." REXALL SUNDOWNABR INFORMATION SERVICES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) SIX MONTHS ENDED JANUARY 31, FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST JULY 31, AUGUST 31, 2000 1999 -------------------- ------------------------------- 1999 1998 ------------ ------------ ---------- ---------- OPERATING 1998 1997 1996 --------- --------- --------- --------- --------- (UNAUDITED) INCOME STATEMENT DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Revenue.................................................. $ 54,148 $ 31,946 $ 74,592 $ 50,079 $ 31,162 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profitservices......................................... 29,855 18,177 42,387 28,179 17,864 Operating income(1)(2)................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income64 7,780 7,346 12,135 6,362 Lease revenue, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- ....................................... 187 1,140 2,817 -- -- Income before provision for income tax provision............... 46,329 44,571 95,775 110,254 taxes................. 2,581 11,724 15,527 19,216 9,234 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- ..................................... 980 4,072 8,800 6,987 3,560 Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net ............................................... 1,601 7,652 6,727 12,229 5,674 Per share data (diluted): Net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted share................................... .06 .28 .24 .44 .25 Adjusted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------outstanding (diluted)............................................ 29,096 27,880 28,194 27,892 23,031 AS OF JANUARY 31, AS OF JULY 31, --------------------- ---------------------------------- 1999 1998 1998 1997 1996 --------- ---------- ---------- ---------- ----------

CERTAIN INFORMATION CONCERNING THE COMPANY. GENERAL. The Company is a Florida Delaware corporation with its principal executive office offices at 0000 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, c/o Xxxxxx Xxxxx XxxxxxxX. Xxxx, XX, Xxxx Xxxxx, Xxxxxxx 00000 and its telephone number is (000) 000-0000Esq. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set forth below has been derived from According to the Company's Annual Report on Form 10-K KSB for the fiscal year ended August December 31, 1999 1998 (the "Company Form 10-KSB"), prior to January 20, 1997, the Company provided diverse environmental and field-related services to industrial, governmental and commercial markets and specialized in the collection, transportation, treatment, recycling and management of a wide variety of non-hazardous liquid hydrocarbons, oil filters, absorbents and related materials. The Company also provided oil field services, including transportation, marketing, storing and disposing of various liquid materials used or produced as waste throughout the life cycle of oil and gas xxxxx. The Company has had no operating assets since the sale of its oil field services business and hydrocarbon recovery and recycling business in 1997. FINANCIAL INFORMATION. Set forth below is certain selected consolidated financial information with respect to the Company and its subsidiaries excerpted or derived from the information contained in the Company Form 10-KSB, as well as the Company's Quarterly Report on Form 10-Q QSB for the six three months ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August March 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation1999, which are incorporated by reference herein. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read Commission, and the following summary is qualified in conjunction with its entirety by reference to such reports and such other documents filed with the SEC and all of the financial statements and information (including any related notes notes) contained therein. These Such reports and other documents may should be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWNXXXXXX ENVIRONMENTAL SERVICES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX THREE MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST DECEMBER 31, AUGUST MARCH 31, 2000 1999 ------------------------------- ------------------------------- 1998 1997 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA: Net sales------------- -------------- ------------- -------------- Revenues........................................ $318,427 $261,054 $584,689 $522,293 $ - $ - $ - $ - Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- revenues................................ - - - - ------------- -------------- ------------- -------------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------................................ - - - - ------------- -------------- ------------- -------------- ------------- -------------- ------------- --------------

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida Georgia corporation with its principal executive office offices at 0000 Xxxxxx Xxxxx Xxxxxxx, XX, 1955 Xxxx Xxxx Xxxxx, Xxxxxxx 00000 and its telephone Xxxxx 000, Xxxxxx, XX 00000, xxlephone number is (000770) 000-0000. The Xxcording to the Company's Annual Report for the fiscal year ended May 31, 2000, the Company's business is the providing of food, nutrition and dining services to the healthcare and senior living industries. Certain Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health productsFinancial Information. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The Set forth below is certain selected consolidated financial information of with respect to the Company set forth below has been derived and its subsidiaries excerpted from the information contained in the Company's Annual Report on Form 10-K for the fiscal year ended August May 31, 1999 2000 and its from the Company's Quarterly Report on Form 10-Q for the six months quarter ended February 29November 30, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other those reports and other documents filed by the Company with the SEC. The Commission, and the following summary is qualified in its entirety by reference to such reports, other documents and all the financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and (including any related notes notes) contained therein. These Such reports and other documents may should be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWN". MORRXXXX XXXAGEMENT SPECIALISTS, INC. AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL INFORMATION FOR THE FISCAL YEAR FOR THE SIX MONTHS ENDED MAY 31, ENDED NOVEMBER 30, ------------------------------ ------------------- 1998 1999 2000 1999 2000 -------- -------- -------- -------- -------- (IN THOUSANDS, THOUSANDS EXCEPT PER SHARE DATA) SIX MONTHS ENDED Consolidated Statements of Income Data: Revenues.................................. $250,371 $324,968 $441,074 $195,168 $263,365 Income before provision for income taxes.................................. 19,065 22,197 23,573 11,700 14,813 Provision for federal and state income taxes.................................. 7,513 8,657 9,311 4,607 5,851 Net income................................ 11,552 13,540 14,262 7,093 8,962 Earnings per share -- Basic............... 0.88 1.04 1.10 0.54 0.71 Earnings per share -- Diluted............. 0.86 1.02 1.07 0.53 0.68 Weighted average common shares -- Basic... 13,132 13,071 12,918 13,061 12,678 Net effect of dilutive stock options...... 279 244 427 390 584 Weighted average common shares -- Diluted...................... 13,411 13,315 13,345 13,451 13,262 FOR THE FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST MAY 31, AUGUST 31FOR THE SIX MONTHS ------------------- ENDED 1999 2000 NOVEMBER 30, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other ------------------ (expenseIN THOUSANDS EXCEPT PER SHARE DATA) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATAConsolidated Balance Sheets Data: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long ........................................... $102,927 $120,460 $135,742 Long-term debt................................... 90,842 -- -- -- , less current portion................... 49,305 54,865 63,275 Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------................................... 14,563 15,085 21,014 Working capital........................................ 15,670 16,870 -- Current ratio.......................................... 1.6:1 1.5:1 --

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida Massachusetts corporation with its principal executive office offices at 0000 Xxxxxx Xxxxx 00 Xxxxxxx Xxxxx, Xxxxxxx, XXXxxxxxxxxxxxx 00000, Xxxx Xxxxx, Xxxxxxx 00000 and its telephone number is (000) 000-0000. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set forth below has been derived from According to the Company's 1999 Annual Report Report, the Company is engaged in the manufacture and supply of excimer laser systems and related products used to perform procedures that correct common refractive vision disorders such as nearsightedness, farsightedness and astigmatism. Set forth below is certain selected financial information with respect to the Company and its subsidiaries excerpted from the information contained in the Company's annual report on Form 10-K for the fiscal year ended August December 31, 1999 and its Quarterly Report quarterly report on Form 10-Q for the six months quarter ended February 29March 31, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The Commission, and the following summary is qualified in its entirety by reference to such reports, other documents and all the financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and (including any related notes notes) contained therein. These Such reports and other documents may should be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWN, ". SUMMIT AUTONOMOUS INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDSin thousands, EXCEPT PER SHARE DATAexcept per share amounts) SIX THREE MONTHS ENDED FISCAL MARCH 31 YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 AS OF DECEMBER 31 (UNAUDITED) --------------------------------- --------------------- 1997 1998 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA2000 --------- --------- --------- --------- --------- CONSOLIDATED STATEMENT OF OPERATIONS: Total revenues......................... $ 79,650 $ 91,641 $111,099 $ 13,520 $ 20,718 Income (loss) from continuing operations before provision (benefit) for income taxes..................... 965 41,751 (22,650) 1,513 (13,609) Provision (benefit) for income taxes... 137 5,021 375 (291) (437) Net sales........................................ income (loss)...................... 21,398 27,570 (23,025) 2,386 (12,346) Net income (loss) per share............ $318,427 0.68 $261,054 0.88 $584,689 (0.57) $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other 0.08 $(expense0.26) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== CONSOLIDATED BALANCE SHEET DATA: Working capital.................................. Total current assets................... $156,452 100,741 $141,795 123,550 $148,125 117,497 $220,643 119,140 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders........................... 144,925 270,667 262,388 267,260 Total current liabilities.............. 21,788 23,720 18,799 32,633 Total liabilities...................... 25,591 34,499 26,220 41,556 Total stockholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------............. 119,334 236,168 236,168 225,704 CERTAIN COMPANY PROJECTIONS. During the course of discussions between representatives of Parent and the Company, the Company provided Parent or its representatives with certain non-public business and financial information about the Company. This information included the following projections of total revenues, net income and earnings per share for the Company for the years ended December 31, 2000 through 2005: 2000 2001 2002 2003 2004 2005 --------- --------- --------- --------- --------- --------- (in thousands, except per share amounts) Total revenues..................... $108,060 $146,468 $237,280 $295,093 $366,180 $457,680 Operating income................... 2,804 29,848 96,325 136,861 191,030 263,247 Net income......................... 3,553 20,303 61,438 87,852 123,213 170,425 Earnings per share................. $0.08 $0.44 $1.30 $1.83 $2.55 $3.52 The Company has advised the Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer to Purchase only because this information was provided to Parent. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company's independent auditors have not examined or compiled the projections and accordingly assume no responsibility for them. The Company has advised the Purchaser and Parent that its internal financial forecasts (upon which the projections provided to Parent and the Purchaser were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revision based on actual experience and business developments. The projections also reflect numerous assumptions made by management of the Company, including assumptions with respect to the market for the Company's products and services, general business, economic, market and financial conditions and other matters, including effective tax rates consistent with historical levels for the Company and interest rates and the anticipated amount of borrowings by the Company, all of which are difficult to predict, many of which are beyond the Company's control, and none of which were subject to approval by Parent or the Purchaser. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. It is expected that there will be differences between actual and projected results, and actual results may be materially greater or less than those contained in the projections. The inclusion of the projections herein should not be regarded as an indication that any of Parent, the Purchaser, the Company or their respective affiliates or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. None of Parent, the Purchaser, the Company or any of their respective affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the projections, and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error.

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida Delaware corporation with its principal executive office offices located at 0000 Xxxxxx Xxxxx Xxxxxxx928 East Arques Avenue, XXSunxxxxxx, Xxxx XxxxxXxxxxxxxxx 00000. Xxxxxxxxx to the Company 10-K, Xxxxxxx 00000 the Company is a leading developer, manufacturer and its telephone number is (000) 000-0000international marketer of systems that accelerate genetic discovery and analysis. The Company developsmarkets its products worldwide to universities, manufacturesgovernment research laboratories, markets and sells vitaminsbiotechnology, nutritional supplements pharmaceutical, genomics and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATIONchemical companies. The following selected consolidated financial information of data relating to the Company set forth below and its subsidiaries has been taken or derived from the Company's Annual Report on Form audited financial statements contained in the Company 10-K for and the fiscal year ended August 31, 1999 and its Quarterly Report unaudited financial statements contained in the Company's quarterly report on Form 10-Q for the six months its fiscal quarter ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August March 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation1998. More comprehensive financial and other information is included in such reports (including management's discussion 10-K and analysis of results of operations and financial position) and in the other reports and documents filed by the Company with the SEC. The Securities and Exchange Commission ("Commission"), and the financial information data set forth below should be read is qualified in conjunction with its entirety by reference to such reports and other documents filed with the SEC and all of the financial statements and related notes contained therein. These Such reports and other documents may be examined and copies thereof may be obtained from the SEC offices of the Commission in the manner set forth below under "--Available Information." REXALL SUNDOWNbelow. MOLECULAR DYNAMICS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST DATA Three months ended March 31, AUGUST Year ended December 31, 2000 1999 1999 (unaudited) --------------------------------- ---------------------------- 1997 1996 1995 1998 ------------ ------------ ---------- ---------- OPERATING DATA1997 ------- ------- ------- ------- ------- (in thousands, except per share amounts) Income Statement Data Sales and other revenue.......... $55,715 $49,378 $38,938 $14,080 $13,006 ------- ------- ------- ------- ------- Gross margin..................... 30,259 27,907 21,406 7,466 7,459 Operating income (loss).......... 4,340 2,894 (3,954) 841 973 Net income (loss)................ 4,860 3,408 (2,987) 845 1,060 Earnings (loss) per share: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other basic. 0.48 0.34 (expense0.30) income, net...................... 0.08 0.11 Shares used to compute earnings earnings (539loss) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provisionper share: basic............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: 10,181 10,058 10,095 10,406 9,951 Balance Sheet Data Working capital.................................. .................. $156,452 34,351 $141,795 27,889 $148,125 28,568 $220,643 35,372 $30,443 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders..................... 59,055 46,043 42,745 63,082 48,253 Total stockholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------....... 41,918 33,514 33,645 43,450 36,376 Except as otherwise stated in this Offer to Purchase, the information concerning the Company contained herein has been taken from or is based upon reports and other documents on file with the Commission or otherwise publicly available. Although neither Purchaser nor Parent has any knowledge that would indicate that any statements contained herein based upon such reports and documents are untrue, neither Purchaser nor Parent takes any responsibility for the accuracy or completeness of the information contained in such reports and other documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to Purchaser or Parent. The Company is subject to the informational filing requirements of the Exchange Act and in accordance therewith files periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Wasxxxxxxx, X.X. 00000 xxx xxxxxx xxxx xx xxxxxxxle for inspection and copying at the regional offices of the Commission in New York (Seven World Trade Center, 13th Floor, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison Street (Suxxx 0000), Xxxxxxx, Xxxxxxxx 00000). Xxxx xxxxxxxx xxx xxxx be obtained from the Commission's web site at http://www.sec.gov. Copies xx xxxx xxxxxxxx xhould be obtainable by mail, upon payment of the Commission's customary charges, by writing to the Commission's principal office at 450 Fifth Street, N.W., Wasxxxxxxx, X.X. 00000. Xx xxx xxurse of the discussions between representatives of Parent and the Company regarding the Offer and the Merger, representatives of Parent were informed (i) that the Company was aware of Wall Street analyst expectations for 1999 earnings per Share in the range of $0.75 per Share and that the Company's initial budget for 1999 was moderately above that and (ii) that the Company expects its earnings to grow at a compound annual rate of approximately 30% during the next five years. These data should be read together with the financial statements of the Company referred to herein. The foregoing projections were not prepared with a view to public disclosure or compliance with published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections, and are included in this Offer to Purchase only because they were provided to Parent. The inclusion of these projections should not be regarded as an indication that the Company, Purchaser or Parent or any other person who received such information considers it an accurate prediction of future events, and none of them has relied on them as such. While presented with numerical specificity, these projections are based upon a variety of assumptions relating to the businesses of the Company which may not be realized and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and many of which are described in more detail under "Item 1: Business" of the Company 10-K. There can be no assurance that the projections will be realized, and actual results may vary materially from those shown. None of the Company, Parent or Purchaser intends to update, revise or correct such projections if they become inaccurate (even in the short term).

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida Minnesota corporation with its principal executive office offices at 0000 Xxxxxx 00000 Xxxxxxx Xxxxx Xxxxx, Xxxx Xxxxxxx, XXXxxxxxxxx 00000, Xxxx Xxxxx, Xxxxxxx 00000 and its telephone number is (000) 000-0000. The Company developsAccording to the Company's Annual Report for the fiscal year ended January 29, manufactures2000, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected consolidated financial information of the Company set is a global information services company, which provides services, software, systems and internet-based technologies for the collection, management and interpretation of data. Set forth below has been derived is certain selected financial data with respect to the Company and its subsidiaries excerpted from the data contained in the Company's Annual Report on Form 10-K for the fiscal year ended August 31January 29, 1999 2000 and its Quarterly Report on Form 10-Q for the six months fiscal quarter ended February April 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. More comprehensive financial and other information data is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read Commission, and the following summary is qualified in conjunction with its entirety by reference to such reports and reports, other documents filed with the SEC and all of the financial statements and data (including any related notes notes) contained therein. These Such reports and other documents may should be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWNNATIONAL COMPUTER SYSTEMS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION DATA FISCAL QUARTER ENDED YEAR ENDED --------------------- --------------------------------------- MAY 1, APRIL 29, JANUARY 31, JANUARY 31, JANUARY 29, 1999 2000 1998 1999 2000 --------- --------- ----------- ----------- ----------- (IN THOUSANDS, EXCEPT PER SHARE DATAAMOUNTS) SIX MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 ------------ ------------ ---------- ---------- OPERATING INCOME STATEMENT DATA: Revenues.......................... $125,817 $174,365 $406,015 $505,372 $629,545 Income From Operations............ $ 11,631 $ 14,986 $ 43,044 $ 55,271 $ 69,588 Income Before Income Taxes........ $ 11,103 $ 14,469 $ 41,975 $ 54,111 $ 68,430 Net sales........................................ Income........................ $ 6,653 $ 8,769 $ 25,175 $ 32,511 $ 42,930 Basic Earnings Per Share.......... $ 0.21 $ 0.27 $ 0.83 $ 1.05 $ 1.35 Diluted Earnings Per Share........ $ 0.20 $ 0.26 $ 0.80 $ 1.00 $ 1.30 BALANCE SHEET DATA: Total Assets...................... $318,427 464,690 $261,054 362,471 $584,689 449,880 Long-Term Debt-less Current Maturities...................... $ 516 $ 516 $ 5,597 Stockholder Equity................ $522,293 Cost 293,683 $226,866 $276,388 CERTAIN COMPANY PROJECTIONS. During the course of sales.................................... 144,752 116,717 258,777 223,231 discussions between representatives of Parent and the Company, the Company provided Parent or its representatives with certain non-public business and financial information about the Company. This information included the following projections of revenue and operating income for the Company for the fiscal years 2000 through 2003: 2000 2001 2002 2003 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- (IN MILLIONS) Revenue................................................ $752.0 $855.0 $1,000.0 $1,200.0 Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)Income....................................... $ 0.44 84.3 $102.5 $ 0.39 122.3 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------145.0 The Company has advised the Purchaser and Parent that it does not as a matter of course make public any projections as to future performance or earnings, and the projections set forth above are included in this Offer to Purchase only because this information was provided to Parent. The projections were not prepared with a view to public disclosure or compliance with the published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company's independent auditors have not examined or compiled the projections and accordingly assume no responsibility for them. The Company has advised Parent and the Purchaser that its internal financial forecasts (upon which the projections provided to Parent and the Purchaser were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revision based on actual experience and business developments. The projections also reflect numerous assumptions made by management of the Company, with respect to industry performance (including general business, economic, market and financial conditions and other matters), all of which are difficult to predict, many of which are beyond the Company's control, and none of which were subject to approval by Parent or the Purchaser. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate. It is expected that there will be differences between actual and projected results, and actual results may be materially greater or less than those contained in the projections. The inclusion of the projections herein should not be regarded as an indication that any of Parent, the Purchaser, the Company or their respective affiliates or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. None of Parent, the Purchaser, the Company or any of their respective affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the projections, and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error.

CERTAIN INFORMATION CONCERNING THE COMPANY. The According to the 1999 Annual Report, the Company is a Florida corporation with its Delaware corporation, and the principal executive office offices of the Company are located at 0000 Xxxxxx 00000 XX 00xx Xxxxxx, Xxxxx Xxxxxxx, XX, Xxxx Xxxxx, Xxxxxxx XX 00000 and its telephone number is (000954) 000796-00003338. The According to the 1999 Annual Report, the Company developsis engaged in the design, manufacturesengineering, markets manufacturing, assembly, sales, marketing, distribution and sells vitaminsservice of filtration systems and products, nutritional supplements water filtration and consumer health purification products, car wash equipment sales and service. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The Set forth below is certain selected consolidated financial information of with respect to the Company set forth below has been derived excerpted from information contained in the 1999 Annual Report, the September 2000 Quarterly Report and the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1999 and its Quarterly Report on Form 10-Q QSB for the six months quarter ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31September 30, 1999 and 1998 have been reclassified to conform to (the current period's basis of presentation"September 1999 Quarterly Report"). More comprehensive financial and other information is included in such reports (including management's discussion the 1999 Annual Report, the September 2000 Quarterly Report, the September 1999 Quarterly Report and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The Commission, and the following summary is qualified in its entirety by reference and such other documents and all the financial information set forth below should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and (including any related notes notes) contained therein. These reports The 1999 Annual Report, the September 2000 Quarterly Report, the September 1999 Quarterly Report and such other documents may should be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWNSELECTED FINANCIAL INFORMATION OF AQUA CARE SYSTEMS, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX NINE MONTHS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST DECEMBER 31, AUGUST 31ENDED SEPTEMBER 30, 2000 ------------------------- ------------------- 1997 1998 1999 1999 1998 ------------ ------------ ---------- ---------- 2000 ---- ---- ---- ---- ---- OPERATING DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- Net income..................................... $ 28,662 $ 27,966 $ 60,062 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capitalRevenues.................................. $156,452 23,901,102 $141,795 26,449,286 $148,125 23,356,260 $220,643 Total assets..................................... 427,581 277,462 295,351 339,358 Long term debt................................... 90,842 -- -- -- Shareholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------14,908,332 $12,223,095 Income (loss) from continuing operations $(797,979) $(1,989,689) $(1,252,610) $(909,571) $(286,254) before taxes.............................. Net income (loss)......................... $(366,800) $(2,697,033) $(561,440) $(473,605) $(697,776) Net income (loss) per share............... $(.14) $(.98) $(.20) $(.17) $(.24)

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company provides a wide range of graphic communications services to financial institutions and corporations, focusing on printing and distributing time-sensitive analytical research and marketing materials and on providing on-demand printing services. The Company operates in select international markets through its facilities in the United States, Canada, the United Kingdom, Hong Kong and Singapore. The Company is a Florida corporation with its major producer of financial research reports and provides services, on a non-exclusive basis, to a variety of major international investment banking firms. The Company's principal executive office offices are located at 0000 000 Xxxxx Xxxx, Xxxxxx Xxxxx XxxxxxxXxxx, XX, Xxxx Xxxxx, Xxxxxxx Xxx Xxxxxx 00000 and its the Company's telephone number is (000) 000-0000. The Company develops, manufactures, markets and sells vitamins, nutritional supplements and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The Set forth below is certain selected consolidated financial information of with respect to the Company set forth below has been derived and its subsidiaries excerpted from the Company's Annual Report on Form information contained in the Company 10-K for the fiscal year ended August 31, 1999 and its Quarterly Report on Form 10-Q for the six months ended February 29, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation. K. More comprehensive financial and other information is included in such reports (including management's discussion the Company 10-K and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SECCommission, and the following summary is qualified in its entirety by reference to such information. The financial information set forth below Company 10-K and such other documents should be read in conjunction with such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined available for inspection and copies thereof may should be obtained from the SEC obtainable in the manner set forth below under "--Available Available Information." REXALL SUNDOWNXXXXXXXXXX GRAPHICS INTERNATIONAL, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATAAMOUNTS) SIX MONTHS FISCAL YEARS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29, FEBRUARY 28, AUGUST --------------------------------- DEC. 31, AUGUST DEC. 31, 2000 1999 DEC. 31, 1999 1998 ------------ ------------ ---------- ---------- OPERATING DATA1997 --------- --------- --------- Operating Information: Net sales........................................ ................................................... $318,427 110,671 $261,054 53,146 $584,689 $522,293 35,744 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 production.......................................... 74,707 37,694 26,894 Selling, general and administrative expenses..... 126,807 101,866 232,575 193,207 ................ 17,921 7,783 5,794 Non-recurring moving costs.................................. 1,017 -- -- Depreciation and amortization............................... 4,873 1,252 694 -------- -------- -------- -------- ------- ------- Operating income............................... 46,868 42,471 93,337 105,855 Other ............................................ 12,153 6,417 2,362 Interest income (expense)................................... (2,052) 75 (250) Other income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- ................................................ 195 5 35 Income before income tax provision............... 46,329 44,571 95,775 110,254 taxes.................................. 10,296 6,497 2,147 Income tax provision............................. 17,667 16,605 35,713 40,078 ........................................ 3,747 2,489 129 -------- -------- -------- -------- ------- ------- Net income..................................... .................................................. $ 28,662 6,549 $ 27,966 4,008 $ 60,062 $ 70,176 2,018 ======== ======= ======= Basic earnings per share.................................... $ 1.15 $ 0.80 $ 0.43 Diluted earnings per share.................................. $ 1.15 $ 0.80 $ 0.43 AT AT DECEMBER 31, 1999 DECEMBER 31, 1998 ------------------ ------------------ Balance Sheet Information: Current assets.............................................. $ 37,151 $13,582 Total assets................................................ 132,372 43,589 ======== ======== Pro forma Current liabilities......................................... $ 31,109 $ 8,162 Long-term debt, net income(1of current portion...................... 7,844 769 Revolving line of credit, net of current portion............ 38,419 -- Obligations under capital leases, net of current portion.... 5,689 1,216 Deferred income taxes....................................... 3,176 932 Common stock................................................ 36,003 29,395 Accumulated other comprehensive income (loss)........................ ............... 469 1 Retained earnings........................................... 9,663 3,114 -------- ------- Stockholders' equity........................................ $ 28,662 $ 27,966 $ 60,062 $ 69,234 46,135 $32,510 -------- ------- $132,372 $43,589 ======== ======== ======== ======== Pro forma diluted net PROJECTIONS. In the course of the discussions between Parent and the Company (see Section 11), the Company provided Parent with certain projections of its operating performance for 2000 developed by the Company. The projections do not reflect the consummation of the Offer or the Merger or any other extraordinary transaction involving the Company. The Company has advised Parent and Purchaser that it does not as a matter of course disclose projections as to future revenues, earnings or other income statement data and the projections were not prepared with a view to public disclosure. In addition, the projections were not prepared in accordance with generally accepted accounting principles, or with a view to compliance with the published guidelines of the Commission or the American Institute of Certified Public Accountants regarding projections, which would require a more complete presentation of the data than as shown below. The projections have not been examined, reviewed or complied by the Company's independent auditors, and accordingly they have not expressed an opinion or provided any other assurance on the data. The forecasted information is included herein solely because such information was furnished to Parent and Purchaser prior to the Offer. Accordingly, the inclusion of the projections in this Offer should not be regarded as an indication that Parent, Purchaser or the Company or their respective financial advisors or their respective officers and directors consider such information to be accurate or reliable. In addition, because the estimates and assumptions underlying the projections are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and are beyond the control of the Company, Parent or Purchaser, there can be no assurance that results set forth in the below projections will be realized and it is expected that there will be differences between actual and projected results, and actual results may be materially higher or lower than those set forth below. Set forth below is a summary of the projections provided by the Company. The projections should be read together with the financial statements of the Company referred to herein. XXXXXXXXXX GRAPHICS INTERNATIONAL, INC. PROJECTED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) PROJECTED FISCAL YEAR ENDED DECEMBER 31, 2000 ----------------- Income Statement Data: Net sales................................................... $181,683 Gross profit................................................ 61,772 Earnings before interest, taxes, depreciation and amortization.............................................. 31,249 Net income.................................................. 11,345 Diluted earnings per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== BALANCE SHEET DATA: Working capitalshare.................................. $156,452 $141,795 $148,125 $220,643 1.87 Balance Sheet Information: Cash........................................................ $ 1,220 -------- Total assets..................................... 427,581 277,462 295,351 339,358 Long long-term debt................................... 90,842 -- -- -- Shareholdersdebt (including long-term debt and capital lease obligations)........................................ $ 89,631 Stockholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------........................................ 58,498 -------- Total capitalization........................................ $148,129 AVAILABLE INFORMATION. The Company is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company's directors and officers, their remuneration, stock options granted to them, the principal holders of the Company's securities, any material interests of such persons in transactions with the Company and other matters is required to be disclosed in proxy statements distributed to the Company's shareholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission's office 000 Xxxxx Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, X.X., and also should be available for inspection and copying at the following regional offices of the Commission: 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and Citicorp Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000. Copies may be obtained by mail, upon payment of the Commission's customary charges, by writing to its principal office at 000 Xxxxx Xxxxxx, X.X., Xxxx 0000, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, X.X. 00000. Further information on the operation of the Commission's Public Reference Room in Washington, D.C. can be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet worldwide web site that contains reports, proxy statements and other information about issuers, such as the Company, who file electronically with the Commission. The address of that site is xxxx://xxx.xxx.xxx.

CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Florida Delaware corporation with its principal executive office offices located at 0000 Xxxxxx Xxxxx XxxxxxxXxxxxxx Xxxxx, XXXxxxxx, Xxxx Xxxxx00000, Xxxxxxx 00000 and its telephone number is (000) 000-0000. The According to information filed by the Company developswith the Commission, manufacturesthe Company is primarily engaged in the wholesale distribution of groceries. Set forth below is a summary of certain selected financial information with respect to the Company and its subsidiaries for the fiscal years ended on August 26, markets 1995, August 27, 1994 and sells vitaminsAugust 28, nutritional supplements 1993 and consumer health products. SELECTED CONSOLIDATED FINANCIAL INFORMATION. The selected for the thirty-six weeks ended May 4, 1996 and May 6, 1995, which has been excerpted or derived from the audited consolidated financial information of the Company set forth below has been derived from statements contained in the Company's Annual Report Reports on Form 10-K for the fiscal year years ended on August 3126, 1999 1995, August 27, 1994 and its August 28, 1993, and from unaudited consolidated financial statements contained in the Company's Quarterly Report on Form 10-Q for the thirty-six months weeks ended February 29May 4, 2000. Certain amounts in the selected consolidated financial information presented below for the fiscal years ended August 31, 1999 and 1998 have been reclassified to conform to the current period's basis of presentation1996. More comprehensive financial and other information is included in such reports (including management's discussion and analysis of results of operations and financial position) and in other reports and documents filed by the Company with the SEC. The financial information set forth below should be read Commission, and the following summary is qualified in conjunction with its entirety by reference to such reports and documents filed with the SEC and all of the financial statements and related notes contained therein. These reports and other documents may be examined and copies thereof may be obtained from the SEC in the manner set forth below under "--Available Information." REXALL SUNDOWNSUPER FOOD SERVICES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) SIX MONTHS 36 WEEKS ENDED FISCAL YEAR ENDED --------------------------- ----------------------- FEBRUARY 29---------------------- ---------------------------------------- MAY 4, FEBRUARY MAY 6, AUGUST 26, AUGUST 27, AUGUST 28, AUGUST 31, AUGUST 31, 2000 1999 1999 1998 1996 1995 1995 1994 1993 ---------- ---------- ------------ ------------ ---------- ---------- OPERATING ------------ (UNAUDITED) INCOME STATEMENT DATA: Net sales........................................ $318,427 $261,054 $584,689 $522,293 Cost of sales.................................... 144,752 116,717 258,777 223,231 -------- -------- -------- -------- Gross profit................................... 173,675 144,337 325,912 299,062 Selling, general Sales and administrative other income....................... $ 815,512 $ 792,439 $ 1,154,955 $ 1,130,095 $ 1,165,520 Total costs and expenses..... 126,807 101,866 232,575 193,207 -------- -------- -------- -------- Operating income............................... 46,868 42,471 93,337 105,855 Other (expense) income, net...................... (539) 2,100 2,438 4,399 -------- -------- -------- -------- ..................... 804,421 782,330 1,140,144 1,115,844 1,150,362 Income before income tax provision............... 46,329 44,571 95,775 110,254 Income tax provision............................. 17,667 16,605 35,713 40,078 -------- -------- -------- -------- taxes................... 11,091 10,109 14,811 14,251 15,158 Net income..................................... ................................... 6,846 6,170 9,065 8,827 9,216 Earnings per share........................... $ 28,662 .62 $ 27,966 .56 $ 60,062 .83 $ 70,176 ======== ======== ======== ======== Pro forma net income(1)........................ .81 $ 28,662 $ 27,966 $ 60,062 $ 69,234 ======== ======== ======== ======== Pro forma diluted net income per common share(1)....................................... $ 0.44 $ 0.39 $ 0.88 $ 0.94 ======== ======== ======== ======== Diluted weighted average .85 Average shares outstanding...... 65,068 71,092 68,564 73,773 ======== ======== ======== ======== ................... 10,983 10,949 10,949 10,943 10,893 BALANCE SHEET DATA: Working capital.................................. $156,452 $141,795 $148,125 $220,643 Total current assets......................... $ 174,262 $ 175,211 $ 157,325 $ 160,480 $ 157,858 Total assets..................................... 427,581 277,462 295,351 339,358 Long ................................. 274,259 276,298 256,899 259,344 248,238 Total current liabilities.................... 71,556 80,783 57,333 67,048 54,988 Long-term debt................................... 90,842 -- -- -- Shareholders............................... 35,000 35,405 35,000 31,602 34,867 Total stockholders' equity............................. 252,359 220,183 230,968 290,061 ------------------------................... 141,893 136,024 137,878 132,973 127,641 The information concerning the Company contained in this Offer to Purchase or incorporated herein by reference has been taken from or based upon publicly available documents and records on file with the Commission and other public sources or was provided by the Company. Although the Purchaser has no 10