<PAGE>   1
                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

     [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
              SECURITIES AND EXCHANGE ACT OF 1934

              For the quarterly period ended   JULY 29, 2001
                                               -------------

     [ ]      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

                                    333-92825
                                    ---------

                              MAXXIM MEDICAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               TEXAS                                   76-0291634
-------------------------------            ------------------------------------
State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


10300 49TH STREET NORTH, CLEARWATER, FLORIDA                  33762
---------------------------------------------        ---------------------------
   (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code................(727) 561-2100
                                                                  --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes [X]               No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock:

                  Class                         Outstanding at August 31, 2000
-------------------------------------           ------------------------------
   COMMON STOCK, $.001 PAR VALUE                          30,165,161



<PAGE>   2





                              MAXXIM MEDICAL, INC.


                                      INDEX

<TABLE>
<CAPTION>

                                                                                        PAGE NO.
                                                                                        --------

<S>               <C>                                                                          <C>
PART I.           FINANCIAL INFORMATION

                  Item 1.  Condensed Consolidated Balance Sheets as of
                              October 29, 2000 and July 29, 2001                              2

                           Condensed Consolidated Statements of Operations
                              for the Fiscal Quarters Ended
                              July 30, 2000 and July 29, 2001                                 3

                           Condensed Consolidated Statements of Cash Flows
                              for the Fiscal Quarters Ended  July 30, 2000 and
                              July 29, 2001                                                   4

                           Notes to Condensed Consolidated Financial
                              Statements                                                      5


                  Item 2.  Management's Discussion and Analysis of Results
                              of Operations and Financial Condition                          17

                  Item 3.  Quantitative and Qualitative Disclosures About Market Risk        21

PART II. OTHER INFORMATION                                                                   21


SIGNATURES                                                                                   22

</TABLE>


                                       1
<PAGE>   3


PART I.   FINANCIAL INFORMATION
          ITEM 1. FINANCIAL STATEMENTS

                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                July 29,       October 29,
                                                                                                  2001            2000
                                                                                               ---------       ---------
                                                                                              (unaudited)
<S>                                                                                            <C>             <C>
                  ASSETS
Current assets:
   Cash and cash equivalents                                                                   $   1,852       $   1,287
   Accounts receivable, net of allowances of $3,225 and $3,526, respectively                      46,975          46,256
   Inventory, net                                                                                 80,312          66,913
   Other receivables                                                                               2,561          15,024
   Prepaid expenses and other                                                                      2,220           5,906
   Assets held for sale                                                                           17,559          18,388
                                                                                               ---------       ---------
                  Total current assets                                                           151,479         153,774

Property and equipment                                                                           106,278         103,952
   Less: accumulated depreciation                                                                (53,671)        (47,206)
                                                                                               ---------       ---------
                                                                                                  52,607          56,746

Goodwill, net of accumulated amortization of $49,707 and $46,508, respectively                   107,901         110,969

Other assets, net                                                                                 24,143          27,834
                                                                                               ---------       ---------
                  Total assets                                                                 $ 336,130       $ 349,323
                                                                                               =========       =========

              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Current maturities of long-term debt                                                        $  10,708       $  10,688
   Current maturities of capital leases and other long-term obligations                              462             712
   Accounts payable                                                                               41,005          47,505
   Accrued liabilities                                                                            37,547          50,066
                                                                                               ---------       ---------
                  Total current liabilities                                                       89,722         108,971

Long-term debt, net of current maturities                                                        215,232         200,182
Senior subordinated discount notes                                                               112,692         110,123
Senior discount notes                                                                             59,948          53,579
10 1/2% Senior subordinated notes                                                                      5               5
Capital leases and other long-term obligations, net of current maturities                          3,358           3,728
                                                                                               ---------       ---------
                  Total liabilities                                                              480,957         476,588

Shares with put rights ($.001 par value common stock, 882,019 shares
   issued and outstanding)                                                                         4,410           4,410

Shareholders' equity (deficit)
   Preferred Stock, $1.00 par value, 10,000,000 shares authorized, none
      issued or outstanding                                                                           --              --
   Common Stock, $.001 par value, 40,000,000 shares authorized,
      29,283,142 and 29,283,142 issued and outstanding, respectively                                  29              29
   Additional paid-in capital                                                                     (4,731)         (4,731)
   Accumulated deficit                                                                          (126,187)       (107,964)
   Subscriptions receivable                                                                       (2,974)         (2,974)
   Accumulated other comprehensive loss                                                          (15,374)        (16,035)
                                                                                               ---------       ---------
                  Total shareholders' deficit                                                   (149,237)       (131,675)
                                                                                               ---------       ---------
                  Total liabilities and shareholders' equity (deficit)                         $ 336,130       $ 349,323
                                                                                               =========       =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       2
<PAGE>   4

                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Three Months Ended             Nine Months Ended
                                                  -------------------------       -------------------------
                                                   July 29,         July 30,       July 29,         July 30,
                                                     2001            2000            2001            2000
                                                  ---------       ---------       ---------       ---------
<S>                                               <C>             <C>             <C>             <C>
Net sales                                         $ 124,365       $ 129,883       $ 382,162       $ 383,471
Cost of sales                                        95,482         101,792         291,485         295,855
                                                  ---------       ---------       ---------       ---------
     Gross profit                                    28,883          28,091          90,677          87,616

Selling, general and administrative expenses         22,410          25,352          67,223          73,146
Restructure charges and transition expenses              --             935              --           2,608
                                                  ---------       ---------       ---------       ---------
     Income from operations                           6,473           1,804          23,454          11,862

Interest expense, net                               (12,687)        (12,425)        (39,890)        (35,823)
Other income (expense), net                             102             279          (1,432)         (2,063)
Recapitalization expenses                                --            (148)             --         (19,046)
                                                  ---------       ---------       ---------       ---------
     Loss from continuing operations
         before income taxes                         (6,112)        (10,490)        (17,868)        (45,070)

Income tax benefit                                       --          (3,812)             --         (10,740)
                                                  ---------       ---------       ---------       ---------
Loss from continuing operations                      (6,112)         (6,678)        (17,868)        (34,330)

Income from discontinued operations,
   net of tax of $56                                     --              --              --              87
                                                  ---------       ---------       ---------       ---------
Loss before extraordinary item                       (6,112)         (6,678)        (17,868)        (34,243)

Extraordinary item - loss related to early
   retirement of debt, net of tax benefit of
   $7,136                                                --              --              --         (11,160)
                                                  ---------       ---------       ---------       ---------
Loss before cumulative effect of change in
   accounting principle                              (6,112)         (6,678)        (17,868)        (45,403)

Cumulative effect of change in accounting
   principle                                             --              --            (355)             --
                                                  ---------       ---------       ---------       ---------
     Net loss                                     $  (6,112)      $  (6,678)      $ (18,223)      $ (45,403)
                                                  =========       =========       =========       =========

</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       3
<PAGE>   5


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                                -------------------------
                                                                                 July 29,        July 30,
                                                                                   2001            2000
                                                                                ---------       ---------
<S>                                                                             <C>             <C>
Cash flows from operating activities:
  Net loss                                                                      $ (18,223)      $ (45,403)
  Adjustment to reconcile net loss to net cash provided by operating
     activities:
       Loss in fair value of investment in derivative and hedging securities        3,550              --
       Loss on sale of investment in derivative securities                            151              --
       Loss on sale of fixed assets                                                   829
       Cumulative effect of change in accounting principle                            355              --
       Debt tender and recapitalization expenses                                       --          37,378
       Deferred income tax (benefit) expense                                           --          (3,861)
       Write-off of debt offering costs                                                --           7,100
       Gain on sale of building                                                        --            (464)
       Amortization of financing fees and accretion of debt discount               10,191           9,975
       Depreciation and amortization                                               12,080          17,241
       Change in operating assets and liabilities                                 (17,118)        (14,705)
                                                                                ---------       ---------
         Net cash (used in) provided by operating activities                       (8,185)          7,261
                                                                                ---------       ---------

Cash flows from investing activities:
  Proceeds from sale of investment in derivative securities                           250              --
  Proceeds from sale of Circon                                                         --         228,000
  Proceeds from sale of investment securities                                          --           1,226
  Payment received on notes                                                            --           1,211
  Payment for contract rights                                                          --          (2,250)
  Proceeds from building sale                                                          --          19,937
  Purchase of property, equipment and other assets, net of asset
       acquisitions and business combinations                                      (3,370)         (5,766)
                                                                                ---------       ---------
         Net cash (used in) provided by investing activities                       (3,120)        242,358
                                                                                ---------       ---------

Cash flows from financing activities:
  Net proceeds from the issuance of senior subordinated discount notes                 --         110,004
  Repurchase of 10 1/2% senior subordinated notes                                      --         (99,995)
  Increase in long-term borrowings                                                     --         260,000
  Repayment of long-term borrowings                                                  (435)       (254,000)
  Net proceeds from the issuance of senior discount notes                              --          50,000
  Net borrowings (payments) on revolving line of credit                            15,500           8,500
  Payments on capital leases and other long-term obligations                         (620)           (823)
  Recapitalization of Maxxim                                                           --        (232,361)
  Debt tender and recapitalization expenses                                            --         (37,378)
  Payment of debt offering costs                                                       --         (21,330)
  (Decrease) increase in bank overdraft                                            (3,010)          1,455
  Other, net                                                                          389             (18)
                                                                                ---------       ---------
         Net cash provided by (used in) financing activities                       11,824        (215,946)
                                                                                ---------       ---------

Effect of foreign currency translation adjustment                                      46            (187)
                                                                                ---------       ---------
         Net increase in cash and cash equivalents                                    565          33,486
Cash and cash equivalents at beginning of period                                    1,287           4,040
                                                                                ---------       ---------
Cash and cash equivalents at end of period                                      $   1,852       $  37,526
                                                                                =========       =========

Supplemental cash flow disclosures:
  Interest paid during the period                                               $  30,137       $  23,538
  Income taxes paid during the period                                                  --           1,365
  Noncash investing and financing activities
     Net unrealized (loss) gain on investment                                   $    (328)      $     544

</TABLE>

     See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>   6


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

     On November 12, 1999, Maxxim Medical, Inc. ("Maxxim" or the "Company") was
recapitalized in a going private transaction. Current financial information
includes the accounts of Maxxim, Maxxim Medical Group, Inc. ("Maxxim Group") and
Maxxim Group's wholly owned subsidiaries.

     Effective November 1, 2000, we announced a 5.2 for 1 stock split in the
form of stock dividend of 4.2 shares of common stock on each share of common
stock issued and outstanding on such effective date. These financial statements
have been adjusted to reflect this stock split.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with U.S. Generally Accepted Accounting
Principles have been omitted. The accompanying unaudited condensed consolidated
financial statements reflect all adjustments of a normal recurring nature which,
in the opinion of management, are necessary for a fair presentation of the
results for the interim periods presented. All significant intercompany balances
and transactions have been eliminated in consolidation.

     These financial statements should be read in conjunction with Maxxim's
annual audited financial statements for the fiscal year ended October 29, 2000,
included in its Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL QUARTER

     The third quarter of fiscal 2001 ended on July 29th compared to the fiscal
2000 third quarter end date of July 30th.

INVENTORIES

     Inventory includes the following as of:

                                                 JULY 29,      OCTOBER 29,
                                                   2001           2000
                                                 --------      -----------
                                               (UNAUDITED)
                                                    (IN THOUSANDS)

          Raw materials                          $ 44,275       $ 32,667
          Work in progress                          7,226          9,301
          Finished goods                           35,919         41,063
          Allowance for excess and obsolete        (7,108)       (16,118)
                                                 --------       --------
                                                 $ 80,312       $ 66,913
                                                 ========       ========

GOODWILL

     Goodwill represents the excess of the aggregate price paid by Maxxim in
business combinations accounted for as purchases over the fair market value of
the tangible and identifiable intangible net assets acquired. Goodwill from the
Company's previous acquisitions is approximately $157,608,000 of which
approximately $107,901,000 remains unamortized as of July 29, 2001. Amortization
periods for goodwill range from 5 to 40 years. The Company evaluates its
goodwill for impairment by comparison of carrying value against undiscounted
future pre-tax cashflows. If an impairment is identified, we adjust the asset's
carrying amounts to the value of future discounted cashflows.



                                       5
<PAGE>   7



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

INCOME TAXES

     Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) includes all changes in a company's equity
including, among other things, unrealized holding gains and losses on
available-for-sale securities and foreign currency translation adjustments.
Total comprehensive income is as follows:
<TABLE>
<CAPTION>

                                                                              THREE MONTHS ENDED
                                                                          -----------------------------
                                                                          JULY 29,             JULY 30,
                                                                            2001                2000
                                                                          --------             --------
                                                                                   (IN THOUSANDS)

<S>                                                                       <C>                  <C>
Net loss .....................................................            $ (6,112)            $ (6,678)
Foreign currency translation adjustments .....................                (134)                 450
Net unrealized gains (losses) on available for sale securities                  (6)                (152)
                                                                          --------             --------
Total comprehensive loss .....................................            $ (6,252)            $ (6,380)
                                                                          ========             ========
</TABLE>


<TABLE>
<CAPTION>

                                                                               NINE MONTHS ENDED
                                                                          -----------------------------
                                                                          JULY 29,             JULY 30,
                                                                            2001                2000
                                                                          --------             --------
                                                                                   (IN THOUSANDS)

<S>                                                                       <C>                  <C>
Net loss .....................................................            $(18,223)            $(45,403)
Foreign currency translation adjustments .....................                 989                  645
Net unrealized gains (losses) on available for sale securities                (328)                 544
                                                                          --------             --------
Total comprehensive loss .....................................            $(17,562)            $(44,214)
                                                                          ========             ========
</TABLE>





NOTE 3 - BUSINESS COMBINATIONS, SIGNIFICANT ASSET ACQUISITIONS, DISPOSITIONS
         AND DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

     On November 12, 1999, in connection with the recapitalization, Maxxim sold
all of the common stock of Circon Corporation, a wholly owned subsidiary of the
Company, to Circon Holdings Corporation ("Circon Holdings"), a newly formed
Delaware corporation. Income of $87,000 from these discontinued operations was
recorded in the quarter ended January 30, 2000.



                                       6
<PAGE>   8


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

NOTE 4 - DEBT

     The following summarizes the Company's long-term debt as of:

                                          JULY 29, 2001       OCTOBER 29, 2000
                                          -------------       ----------------
                                          (UNAUDITED)
                                                 (In thousands)
Industrial revenue bonds .......            $   1,940             $   2,370
Revolving line of credit .......               15,500                    --
Term loans under credit facility              208,500               208,500
                                            ---------             ---------
   Total long term debt ........              225,940               210,870
Less - Current maturities ......              (10,708)              (10,688)
                                            ---------             ---------
                                            $ 215,232             $ 200,182
                                            =========             =========

NOTE 5- FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June 1998. SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts. Under the standard, entities are required to carry
all derivative instruments in the statement of financial position at fair value.
SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. Maxxim has adopted SFAS No. 133 and recorded a cumulative
change in accounting method of $355,000 in the first quarter of fiscal 2001.

     In January 1999, the Company entered into swap agreements with three banks
participating in the Company's Third Credit Agreement. The total notional value
of the swaps are $125,000,000. In the first quarter of fiscal 2001, the Company
terminated one of the swap agreements, with a notional value of $25,000,000, for
a payment of $250,000. The agreement fixed a portion of the Company's
non-indexed part of the interest rate at 5.08% and 5.02%, so long as LIBOR does
not exceed 6.75%.

     The Company used the interest rate swap to manage the interest risk
associated with its borrowings and to manage the Company's allocation of fixed
and variable rate debt associated with the credit facility in existence prior to
the recapitalization. This swap agreement was continued by the Company
subsequent to termination of the Company's previous credit facility . The swap
was redesignated as a speculative position for accounting purposes and has been
recorded at its market value in the financial statements. The Company includes
gains and losses associated with recording this instrument at fair value as a
component of interest expense.

     Pursuant to the Credit Facility, Maxxim Group and the Chase Manhattan Bank
entered into a hedging arrangement to cap Maxxim Group's floating interest rate
at 8.0% on an agreed upon notional principal amount of $130,000,000, in April
2000. The Company has designated this instrument as a cash flow hedge and has
recorded the instrument at fair value in its financial statements as of October
30, 2000. Accordingly, the Company recorded a $355,000 transition entry to
record the instrument at fair value upon the adoption of SFAS No. 133.
Subsequent adjustments to the fair value of this instrument have been recorded
as a component of interest expense.

     The estimated fair value of cash and cash equivalents, accounts receivable,
and accounts payable, approximate their carrying amount. The estimated fair
values and carrying amounts of long-term borrowings and the interest rate swap
and cap were as follows:

<TABLE>
<CAPTION>

                                               JULY 29, 2001                           OCTOBER 29, 2000
                                    -----------------------------------     ---------------------------------------
                                    CARRYING AMOUNT        FAIR VALUE         CARRYING AMOUNT           FAIR VALUE
                                    -----------------     -------------     --------------------      -------------
                                                 (UNAUDITED)
                                                                 (In thousands)

<S>                                     <C>                   <C>                   <C>                   <C>
Interest rate cap ..........            $       5             $       5             $     576             $     221
Swap agreement, paying fixed               (1,729)               (1,729)                    0                 2,007
Long-term debt (including
    current maturities) ....             (402,405)             (402,405)             (379,017)             (379,017)

</TABLE>

                                       7
<PAGE>   9

                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

     Fair values for the Company's 10 1/2% Senior Subordinated Notes were based
upon the redemption value paid in connection with the recapitalization. Fair
values for the Company's other debts were determined from quoted market prices
or estimated discounted cash flows.

NOTE 6 - OTHER ASSETS

     Other assets, net of accumulated amortization, include the following as of:

                                 JULY 29,          OCTOBER 29,
                                   2001               2000
                                 --------          -----------
                               (UNAUDITED)
                                      (IN THOUSANDS)

Patents ..............            $ 3,690            $ 4,118
Debt offering costs ..             18,242             21,105
Non-compete agreements                520                596
Notes receivable .....                146                338
Other ................              1,545              1,677
                                  -------            -------
                                  $24,143            $27,834
                                  =======            =======

NOTE 7 - BUSINESS SEGMENTS, GEOGRAPHIC AREAS AND MAJOR CUSTOMERS

     The Company's business is organized, managed and internally reported as a
single segment comprised of medical products used in surgical and other medical
procedures. The Company believes its various product lines have similar
economic, operating and other related characteristics.

     Information in the table below is presented on the basis Maxxim uses to
manage its business. Export sales are reported within the geographic areas where
the final sales to customers are made.

                                         THREE MONTHS ENDED
                                  ---------------------------------
                                  JULY 29, 2001       JULY 30, 2000
                                  -------------       -------------
                                       (UNAUDITED, IN THOUSANDS)

United States ...........            $109,231            $112,162
Europe ..................               9,331              11,207
Rest of World ...........               5,803               6,514
                                     --------            --------
Total Company ...........            $124,365            $129,883
                                     ========            ========

                                          NINE MONTHS ENDED
                                  ---------------------------------
                                  JULY 29, 2001       JULY 30, 2000
                                  -------------       -------------
                                       (UNAUDITED, IN THOUSANDS)

United States ...........            $334,520            $329,843
Europe ..................              30,136              33,788
Rest of World ...........              17,506              19,840
                                     --------            --------
Total Company ...........            $382,162            $383,471
                                     ========            ========


     Export sales to rest of world are primarily sales to Canada, South America
and the Pacific Rim. There were no significant investments in long-lived assets
located outside the United States at July 29, 2001 and October 29, 2000.

     The Company distributes primarily through major distributors in the United
States. Those distributors typically serve under a purchase order or supply
agreement between the end-user and the Company. Sales through Owens & Minor,
Inc., and General Medical Corp., our largest distributors, were 35.8% and 8.8%
of our net sales in the United States, respectively, for the nine months ended
July 29, 2001, and 26.3% and 10.1% of our net sales, respectively, for the nine
months ended July 30, 2000. For the nine months ended July 29, 2001, no other
single distributor accounted for more than 10% of our total net sales in the
United States.


                                       8
<PAGE>   10



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

NOTE 8 - RELATED PARTY TRANSACTIONS

LOANS TO RELATED PARTIES

     In connection with the recapitalization, the continuing shareholders
received loans in the aggregate amount of $2,580,000 for the purchase of Maxxim
common stock which are reflected as subscriptions receivable in the accompanying
balance sheet. Also in connection with the recapitalization, the continuing
shareholders received loans from Maxxim totaling $1,559,000 in an amount
sufficient to cover the taxes due on the cash received from the conversion of
the 2,056,413 shares used to purchase Circon Holdings shares.

     Under the terms of the Company's former Chief Executive Officer's ("CEO")
employment agreement, the former CEO could borrow up to an aggregate of
$500,000 for the principal purpose of payment of federal income tax payments
associated with the exercise of stock options to purchase shares of the
Company's common stock. Each loan was non-interest bearing, unsecured and
repayable in ten equal annual installments on the third through the twelfth
anniversaries of the dates of such loans. The total amount outstanding under
this loan agreement was $500,000 at July 29, 2001. The former CEO is delinquent
in payment of his obligations under the loans.

     In conjunction with the relocation of the Company's former Chief Operations
Officer ("COO") from Houston, Texas to the Company's corporate headquarters in
Clearwater, Florida, the former COO received a loan in the amount of $320,000.
This loan is non-interest bearing, unsecured and repayable upon the earlier of
the sale of his prior residence or December 31, 2000. The former COO is
delinquent in payment of his obligation under this loan.

     On May 31, 2000, Maxxim executed a $270,000 promissory note to its former
Corporate Controller. This loan is non-interest bearing, unsecured and repayable
on June 3, 2006.

NOTE 9 - FINANCIAL INFORMATION REGARDING GUARANTOR SUBSIDIARIES

     Consolidating financial information regarding the Company, guarantor
subsidiaries and non-guarantor subsidiaries as of July 29, 2001 and October 29,
2000 and for each of the fiscal quarters ended July 29, 2001 and July 30, 2000
is presented below for purposes of complying with the reporting requirements of
the guarantor subsidiaries. Separate financial statements and other disclosures
concerning each guarantor subsidiary have not been presented because management
has determined that such information is not material to investors. The guarantor
subsidiaries are wholly-owned subsidiaries of Maxxim that have fully and
unconditionally guaranteed the Senior Subordinated Discount Notes due 2009
issued in connection with the recapitalization.


                                       9
<PAGE>   11


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEET
JULY 29, 2001

<TABLE>
<CAPTION>

                                                                        JULY 29, 2001
                                       -----------------------------------------------------------------------------
                                        GUARANTOR       NON-GUARANTOR   MAXXIM GROUP       PARENT       CONSOLIDATED
                                       SUBSIDIARIES     SUBSIDIARIES       TOTAL         GUARANTOR         TOTAL
                                       ------------     ------------    ------------     ---------      ------------
<S>                                      <C>             <C>             <C>             <C>             <C>
                  ASSETS
Current assets:
   Cash and cash equivalents ......      $     301       $   1,551       $   1,852       $      --       $   1,852
   Accounts receivable, net .......         38,190           8,785          46,975              --          46,975
   Inventory, net .................         68,708          11,604          80,312              --          80,312
   Other receivables ..............          2,561              --           2,561              --           2,561
   Prepaid expenses and other .....          1,464             756           2,220              --           2,220
   Assets held for sale ...........         17,559              --          17,559              --          17,559
                                         ---------       ---------       ---------       ---------       ---------
     Total current assets .........        128,783          22,696         151,479              --         151,479

Property and equipment ............         53,020          53,258         106,278              --         106,278
   Less: accumulated depreciation .        (30,647)        (23,024)        (53,671)             --         (53,671)
                                         ---------       ---------       ---------       ---------       ---------
                                            22,373          30,234          52,607              --          52,607

Goodwill and other intangibles, net        107,116             785         107,901              --         107,901
Other assets, net .................         21,515             531          22,046           2,097          24,143
                                         ---------       ---------       ---------       ---------       ---------
     Total assets .................      $ 279,787       $  54,246       $ 334,033       $   2,097       $ 336,130
                                         =========       =========       =========       =========       =========

   LIABILITIES AND SHAREHOLDERS'
          EQUITY (DEFICIT)

Current liabilities:
    Current maturities of long-term
      debt ........................      $  10,708       $      --       $  10,708       $      --       $  10,708
   Current maturities of capital
      leases and other long-term
      obligations .................            462              --             462              --             462
   Accounts payable ...............         32,679           8,326          41,005              --          41,005
   Accrued liabilities ............         33,142           4,405          37,547              --          37,547
                                         ---------       ---------       ---------       ---------       ---------
     Total current liabilities ....         76,991          12,731          89,722              --          89,722

Intercompany (receivable) payable .        (29,807)         29,807              --              --              --

Long-term debt, net of current
   maturities .....................        215,232              --         215,232              --         215,232
Senior subordinated discount notes         112,692              --         112,692              --         112,692
Senior discount notes .............             --              --              --          59,948          59,948
10 1/2% senior subordinated notes .              5              --               5              --               5
Capital leases and other long term
   obligations, net of current
   maturities .....................          3,358              --           3,358              --           3,358
                                         ---------       ---------       ---------       ---------       ---------
     Total liabilities ............        378,471          42,538         421,009          59,948         480,957

Shares with put rights ............             --              --              --           4,410           4,410
Shareholders' deficit:
   Preferred Stock ................             --              --              --              --              --
   Common Stock ...................             --              --              --              29              29
   Additional paid-in capital .....             --              --              --          (4,731)         (4,731)
   Retained earnings ..............             --              --              --        (126,187)       (126,187)
   Subscriptions receivable .......             --              --              --          (2,974)         (2,974)
   Accumulated other comprehensive
       loss .......................             --              --              --         (15,374)        (15,374)
                                         ---------       ---------       ---------       ---------       ---------
     Total shareholders' deficit ..             --              --              --        (149,237)       (149,237)

   (Investment in)/net equity of
       guarantor subsidiaries .....        (86,976)             --         (86,976)         86,976              --

   (Investment in)/net equity of
       non-guarantor subsidiaries .        (11,708)         11,708              --              --              --
                                         ---------       ---------       ---------       ---------       ---------
     Total liabilities and
          shareholders' equity
          (deficit) ...............      $ 279,787       $  54,246       $ 334,033       $   2,097       $ 336,130
                                         =========       =========       =========       =========       =========

</TABLE>

                                       10
<PAGE>   12



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONSOLIDATED BALANCE SHEET
OCTOBER 29, 2000
(IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                      OCTOBER 29, 2000
                                       -----------------------------------------------------------------------------
                                        GUARANTOR       NON-GUARANTOR   MAXXIM GROUP      PARENT       CONSOLIDATED
                                       SUBSIDIARIES     SUBSIDIARIES       TOTAL         GUARANTOR         TOTAL
                                       ------------     -------------   ------------     ---------     -------------
<S>                                      <C>             <C>             <C>             <C>             <C>
                  ASSETS
Current assets:
   Cash and cash equivalents ......      $     171       $   1,116       $   1,287       $      --       $   1,287
   Accounts receivable, net .......         38,454           7,802          46,256              --          46,256
   Inventory, net .................         55,697          11,216          66,913              --          66,913
   Other receivables ..............         10,746              --          10,746           4,278          15,024
   Prepaid expenses and other .....          4,859           1,047           5,906              --           5,906
   Assets to be held for sale .....         18,388              --          18,388              --          18,388
                                         ---------       ---------       ---------       ---------       ---------
     Total current assets .........        128,315          21,181         149,496           4,278         153,774

Property and equipment ............         52,699          51,253         103,952              --         103,952
   Less: accumulated depreciation .        (27,971)        (19,235)        (47,206)             --         (47,206)
                                         ---------       ---------       ---------       ---------       ---------
                                            24,728          32,018          56,746              --          56,746

Goodwill, net .....................        110,067             902         110,969              --         110,969
Other assets, net .................         24,983             605          25,588           2,246          27,834
                                         ---------       ---------       ---------       ---------       ---------
     Total assets .................      $ 288,093       $  54,706       $ 342,799       $   6,524       $ 349,323
                                         =========       =========       =========       =========       =========

          LIABILITIES AND
        SHAREHOLDERS' EQUITY

Current liabilities:
    Current maturities of long-term
     debt .........................      $  10,688       $      --       $  10,688       $      --       $  10,688

   Current maturities of capital
     leases and other obligations .            712              --             712              --             712
   Accounts payable ...............         41,676           5,829          47,505              --          47,505
   Accrued liabilities ............         48,243           1,823          50,066              --          50,066
                                         ---------       ---------       ---------       ---------       ---------
     Total current liabilities ....        101,319           7,652         108,971              --         108,971

Intercompany (receivable) payable .        (35,221)         35,221              --              --              --

Long-term debt, net of current
   maturities .....................        200,182              --         200,182              --         200,182
Senior subordinated discount notes         110,123              --         110,123              --         110,123
Senior discount notes .............             --              --              --          53,579          53,579
10 1/2% senior subordinated notes .              5              --               5              --               5
Capital lease and other obligations,
   net of current maturities ......          3,728              --           3,728              --           3,728
                                         ---------       ---------       ---------       ---------       ---------
     Total liabilities ............        380,136          42,873         423,009          53,579         476,588

Shares with put rights ............             --              --              --           4,410           4,410

Shareholders' equity:
   Preferred Stock ................             --              --              --              --              --
   Common Stock ...................             --              --              --              29              29
   Additional paid-in capital .....             --              --              --          (4,731)         (4,731)
   Accumulated deficit ............             --              --              --        (107,964)       (107,964)
   Subscriptions receivable .......             --              --              --          (2,974)         (2,974)
   Accumulated other comprehensive
      loss ........................             --              --              --         (16,035)        (16,035)
                                         ---------       ---------       ---------       ---------       ---------
     Total shareholders' equity ...             --              --              --        (131,675)       (131,675)

   (Investment in) / net equity of
       guarantor subsidiaries .....        (80,210)             --         (80,210)         80,210              --

   (Investment in) / net equity of
       non-guarantor subsidiaries .        (11,833)         11,833              --              --              --
                                         ---------       ---------       ---------       ---------       ---------
     Total liabilities and
          shareholders' equity ....      $ 288,093       $  54,706       $ 342,799       $   6,524       $ 349,323
                                         =========       =========       =========       =========       =========

</TABLE>

                                       11
<PAGE>   13



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 29, 2001
<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED JULY 29, 2001
                                ---------------------------------------------------------------------------------------------
                                  GUARANTOR      NON-GUARANTOR    ELIMINATING   MAXXIM GROUP       PARENT       CONSOLIDATED
                                SUBSIDIARIES      SUBSIDIARIES      ENTRIES         TOTAL         GUARANTOR        TOTAL
                                --------------   ---------------  ------------  --------------  --------------  -------------
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Net sales ...................      $ 113,261       $  16,732       $  (5,628)      $ 124,365       $      --       $ 124,365
Cost of sales ...............         86,639          14,471          (5,628)         95,482              --          95,482
                                   ---------       ---------       ---------       ---------       ---------       ---------
Gross profit ................         26,622           2,261              --          28,883              --          28,883
                                   ---------       ---------       ---------       ---------       ---------       ---------
Selling, general and
 administrative .............         19,599           2,811              --          22,410              --          22,410
                                   ---------       ---------       ---------       ---------       ---------       ---------
Income from operations ......          7,023            (550)             --           6,473              --           6,473

Interest  (expense), net ....         (9,944)           (461)             --         (10,405)         (2,282)        (12,687)
Other  income/(expense), net              41              61              --             102              --             102
                                   ---------       ---------       ---------       ---------       ---------       ---------
     Net loss ...............      $  (2,880)      $    (950)      $      --       $  (3,830)      $  (2,282)      $  (6,112)
                                   =========       =========       =========       =========       =========       =========


</TABLE>



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JULY 30, 2000
<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED JULY 30, 2000
                                ---------------------------------------------------------------------------------------------
                                  GUARANTOR      NON-GUARANTOR    ELIMINATING   MAXXIM GROUP       PARENT       CONSOLIDATED
                                SUBSIDIARIES      SUBSIDIARIES      ENTRIES         TOTAL         GUARANTOR        TOTAL
                                --------------   ---------------  ------------  --------------  --------------  -------------
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Net sales ...................      $ 116,723       $  22,518       $  (9,358)      $ 129,883       $      --       $ 129,883
Cost of sales ...............         92,625          18,525          (9,358)        101,792              --         101,792
                                   ---------       ---------       ---------       ---------       ---------       ---------
Gross profit ................         24,098           3,993              --          28,091              --          28,091
                                   ---------       ---------       ---------       ---------       ---------       ---------
Selling, general and
 administrative .............         21,566           3,786              --          25,352              --          25,352
Restructure and transition
 expenses ...................            935              --              --             935              --             935
                                   ---------       ---------       ---------       ---------       ---------       ---------
                                      22,501           3,786              --          26,287              --          26,287
                                   ---------       ---------       ---------       ---------       ---------       ---------
Income (loss) from operations          1,597             207              --           1,804              --           1,804

Interest  (expense), net ....         (9,858)           (572)             --         (10,430)         (1,995)        (12,425)
Other  income/(expense), net             138             141              --             279)             --             279
Recapitalization expenses ...           (148)             --              --            (148)             --            (148)
                                   ---------       ---------       ---------       ---------       ---------       ---------
Loss before income taxes ....         (8,271)           (224)             --          (8,495)         (1,995)        (10,490)

Income tax benefit ..........         (3,124)             90              --          (3,034)           (778)         (3,812)
                                   ---------       ---------       ---------       ---------       ---------       ---------

     Net loss ...............      $  (5,147)      $    (314)      $      --       $  (5,461)      $  (1,217)      $  (6,678)
                                   =========       =========       =========       =========       =========       =========



</TABLE>

                                       12
<PAGE>   14


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JULY 29, 2001

<TABLE>
<CAPTION>

                                                              NINE MONTHS ENDED JULY 29, 2001
                                ---------------------------------------------------------------------------------------------
                                  GUARANTOR      NON-GUARANTOR    ELIMINATING   MAXXIM GROUP       PARENT       CONSOLIDATED
                                SUBSIDIARIES      SUBSIDIARIES      ENTRIES         TOTAL         GUARANTOR        TOTAL
                                --------------   ---------------  ------------  --------------  --------------  -------------
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Net sales ...................      $ 346,448       $  51,556       $ (15,842)      $ 382,162       $      --       $ 382,162
Cost of sales ...............        264,686          42,641         (15,842)        291,485              --         291,485
                                   ---------       ---------       ---------       ---------       ---------       ---------
Gross profit ................         81,762           8,915              --          90,677              --          90,677
                                   ---------       ---------       ---------       ---------       ---------       ---------
Selling, general and
 administrative .............         58,767           8,456              --          67,223              --          67,223
                                   ---------       ---------       ---------       ---------       ---------       ---------

Income from operations ......         22,995             459              --          23,454              --          23,454

Interest  (expense), net ....        (31,868)         (1,505)             --         (33,373          (6,517)        (39,890
Other  income/(expense), net          (1,320)           (112)             --          (1,432)             --          (1,432)
                                   ---------       ---------       ---------       ---------       ---------       ---------

Income (loss) before
  cumulative effect of
  change in accounting.......        (10,193)         (1,158)             --         (11,351)         (6,517)        (17,868)

Cumulative effect of change
  in accounting principle ...           (355)             --              --            (355)             --            (355)
                                   ---------       ---------       ---------       ---------       ---------       ---------
     Net loss ...............      $ (10,548)      $  (1,158)      $      --       $ (11,706)      $  (6,517)      $ (18,223)
                                   =========       =========       =========       =========       =========       =========

</TABLE>




CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JULY 30, 2000


<TABLE>
<CAPTION>

                                                              NINE MONTHS ENDED JULY 30, 2000
                                ---------------------------------------------------------------------------------------------
                                  GUARANTOR      NON-GUARANTOR    ELIMINATING   MAXXIM GROUP       PARENT       CONSOLIDATED
                                SUBSIDIARIES      SUBSIDIARIES      ENTRIES         TOTAL         GUARANTOR        TOTAL
                                --------------   ---------------  ------------  --------------  --------------  -------------

<S>                                <C>             <C>             <C>             <C>             <C>             <C>
Net sales ...................      $ 344,893       $  65,397       $ (26,819       $ 383,471       $      --       $ 383,471
Cost of sales ...............        267,491          55,183         (26,819)        295,855              --         295,855
                                   ---------       ---------       ---------       ---------       ---------       ---------
Gross profit ................         77,402          10,214              --          87,616              --          87,616
                                   ---------       ---------       ---------       ---------       ---------       ---------

Selling, general and
 administrative .............         61,796          11,350              --          73,146              --          73,146
Restructure and transition
 expenses ...................          2,608              --              --           2,608              --           2,608
                                   ---------       ---------       ---------       ---------       ---------       ---------
                                      64,404          11,350              --          75,754              --          75,754
                                   ---------       ---------       ---------       ---------       ---------       ---------
Income (loss) from operations         12,998          (1,136)             --          11,862              --          11,862

Interest  (expense), net ....        (28,583)         (1,717)             --         (30,300)         (5,523)        (35,823)
Other income/(expense), net..         (2,098)             35              --          (2,063)             --          (2,063)
Recapitalization expenses ...        (19,046)             --              --         (19,046)             --         (19,046)
                                   ---------       ---------       ---------       ---------       ---------       ---------
Loss before income taxes ....        (36,729)         (2,818)             --         (39,547)         (5,523)        (45,070)

Income tax benefit ..........         (7,787)           (799)             --          (8,586)         (2,154)        (10,740)
                                   ---------       ---------       ---------       ---------       ---------       ---------

Loss from continuing
 operations .................        (28,942)         (2,019)             --         (30,961)         (3,369)        (34,330)
Income from discontinued
  operations, net ...........             87              --              --              87              --              87
                                   ---------       ---------       ---------       ---------       ---------       ---------
Loss before extraordinary
  item ......................        (28,855)         (2,019)             --         (30,874)         (3,369)        (34,243)
Extraordinary item - loss on
  early retirement of debt,
  net .......................         (8,084)             --              --          (8.084)         (3,076)        (11,160)
                                   ---------       ---------       ---------       ---------       ---------       ---------
     Net loss ...............      $ (36,939)      $  (2,019)      $      --       $ (38,958)      $  (6,445)      $ (45,403)
                                   =========       =========       =========       =========       =========       =========


</TABLE>




                                       13
<PAGE>   15



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 29, 2001

<TABLE>
<CAPTION>


                                                              NINE MONTHS ENDED JULY 29, 2001
                                       -------------------------------------------------------------------------------
                                         GUARANTOR      NON-GUARANTOR    MAXXIM GROUP      PARENT       CONSOLIDATED
                                       SUBSIDIARIES     SUBSIDIARIES         TOTAL        GUARANTOR         TOTAL
                                       --------------  ----------------  -------------- --------------  --------------

<S>                                        <C>            <C>            <C>            <C>            <C>
Cash flows from operating activities:
  Net loss ..........................      $(10,548)      $ (1,158)      $(11,706)      $ (6,517)      $(18,223)
  Adjustment to reconcile net loss to
     net cash provided by operating
     activities:
     Loss in fair value of investment
       in derivative and hedging
       securities ...................         3,550             --          3,550             --          3,550
     Loss on sale of investment
       in derivative security........           151             --            151             --            151
     Loss on sale of fixed asset ....           829             --            829             --            829
     Cumulative effect of accounting
       change .......................           355             --            355             --            355
     Amortization of financing fees
       and accretion of debt discount         3,674             --          3,674          6,517         10,191
     Depreciation and amortization ..         7,722          4,358         12,080             --         12,080
     Change in operating assets and
       liabilities ..................        (4,451)       (12,667)       (17,118)            --        (17,118)
                                           --------       --------       --------       --------       --------
Net cash (used in) provided by
   operating activities .............         1,282         (9,467)        (8,185)            --         (8,185)
                                           --------       --------       --------       --------       --------

Cash flows from investing activities:
  Proceeds from sale of investment
    in derivative securities ........           250             --            250             --            250
  Purchase of property, equipment
    and other assets,  net of asset
    acquisitions and business
    combinations ....................        (2,566)          (804)        (3,370)            --         (3,370)
                                           --------       --------       --------       --------       --------
Net cash used in investing activities        (2,316)          (804)        (3,120)            --         (3,120)
                                           --------       --------       --------       --------       --------
Cash flows from financing activities:
  Repayment on long-term borrowings..          (435)            --           (435)            --           (435)
  Net borrowings on revolving line of
   credit ...........................        15,500             --         15,500             --         15,500
  Payments on capital lease and other
   long-term obligations ............          (620)            --           (620)            --           (620)
  Decrease in bank overdraft ........        (3,010)            --         (3,010)            --         (3,010)
  Other, net ........................          (488)           877            389             --            389
                                           --------       --------       --------       --------       --------
Net cash provided by (used in)
   financing activities .............        10,947            877         11,824             --         11,824
                                           --------       --------       --------       --------       --------
Effect of foreign currency
   translation adjustment ...........           317           (271)            46             --             46
                                           --------       --------       --------       --------       --------
Net increase in cash and cash
   equivalents ......................        10,230         (9,665)           565             --            565
Cash and cash equivalents
   at beginning of period ...........           171          1,116          1,287             --          1,287
                                           --------       --------       --------       --------       --------
Cash and cash equivalents
  at end of period ..................      $ 10,401       $ (8,549)      $  1,852       $     --       $  1,852
                                           ========       ========       ========       ========       ========
</TABLE>


                                       14
<PAGE>   16


                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 30, 2000

<TABLE>
<CAPTION>


                                                              NINE MONTHS ENDED JULY 30, 2000
                                       -------------------------------------------------------------------------------
                                         GUARANTOR      NON-GUARANTOR    MAXXIM GROUP      PARENT       CONSOLIDATED
                                       SUBSIDIARIES     SUBSIDIAIRES         TOTAL        GUARANTOR         TOTAL
                                       --------------  ----------------  -------------- --------------  --------------
<S>                                            <C>            <C>            <C>            <C>            <C>
Cash flows from operating activities:
  Net loss ...............................     $ (36,939)     $  (2,019)     $ (38,958)     $  (6,445)     $ (45,403)
  Adjustment to reconcile net loss to
     net cash provided by operating
     activities:
     Debt tender and  recapitalization
       expenses ..........................        37,378             --         37,378             --         37,378
     Deferred income tax (benefit) expense        (3,670)          (191)        (3,861)            --         (3,861)
     Write-off of debt offering cost .....         2,057             --          2,057          5,043          7,100
     Gain on sale of building ............          (464)            --           (464)            --           (464)
     Amortization of financing fees
        and accretion of debt discount ...         5,189             --          5,189          4,786          9,975
     Depreciation and amortization .......        12,550          4,691         17,241             --         17,241
     Change in operating assets
       and liabilities ...................        (5,948)        (1,025)        (6,973)        (7,732)       (14,705)
                                               ---------      ---------      ---------      ---------      ---------
Net cash (used in) provided by
   operating activities ..................        10,153          1,456         11,609         (4,348)         7,261
                                               ---------      ---------      ---------      ---------      ---------

Cash flows from investing activities:
  Proceeds from sale of Circon ...........       228,000             --        228,000             --        228,000
  Proceeds from sale of investment
    securities ...........................         1,226             --          1,226             --          1,226
  Payment received on notes ..............         1,211             --          1,211             --          1,211
  Payment for contract rights ............        (2,250)            --         (2,250)            --         (2,250)
  Proceeds from sale of building .........        19,937             --         19,937             --         19,937
  Purchase of property, equipment
    and other assets, net of asset
    acquisitions and business combinations        (3,618)        (2,148)        (5,766)            --         (5,766)
                                               ---------      ---------      ---------      ---------      ---------
Net cash provided by (used in)
     investing activities ................       244,506         (2,148)       242,358             --        242,358
                                               ---------      ---------      ---------      ---------      ---------
Cash flows from financing activities:
  Net proceeds from the issuance of notes        110,004             --        110,004             --        110,004
  Repurchase of 10 1/2% senior
     subordinated notes ..................       (99,995)            --        (99,995)            --        (99,995)
  Increase in long-term borrowings .......       260,000             --        260,000             --        260,000
  Repayment on long-term borrowings ......            --             --             --       (254,000)      (254,000)
  Net proceeds from the issuance of
     senior discount notes ...............            --             --             --         50,000         50,000
  Net borrowings on revolving line of
     credit ..............................         8,500             --          8,500             --          8,500
  Payments on capital leases and other
     long-term obligations ...............          (823)            --           (823)            --           (823)
  Recapitalization of Maxxim .............      (443,170)            --       (443,170)       210,809       (232,361)
  Debt tender and recapitalization
     expenses ............................       (37,378)            --        (37,378)            --        (37,378)
  Payment of debt offering
     costs ...............................       (18,869)            --        (18,869)        (2,461)       (21,330)
  Increase in bank overdraft .............         1,455             --          1,455             --          1,455
  Other, net .............................           (84)            66            (18)            --            (18)
                                               ---------      ---------      ---------      ---------      ---------
Net cash (used in) provided by
   financing activities ..................      (220,360)            66       (220,294)         4,348       (215,946)
                                               ---------      ---------      ---------      ---------      ---------

Effect of foreign currency
   translation adjustment ................            --           (187)          (187)            --           (187)
                                               ---------      ---------      ---------      ---------      ---------
Net increase (decrease) in cash and
   cash equivalents ......................        34,299           (813)        33,486             --         33,486

Cash and cash equivalents
 at beginning of period ..................           474          3,566          4,040             --          4,040
                                               ---------      ---------      ---------      ---------      ---------
Cash and cash equivalents
  at end of period .......................     $  34,773      $   2,753      $  37,526      $      --      $  37,526
                                               =========      =========      =========      =========      =========
</TABLE>

                                       15



<PAGE>   17



                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)

NOTE 10 -RESTRUCTURE CHARGES AND TRANSITION EXPENSES

     Through July 29, 2001 we have separated approximately 470 employees
relating to the restructuring charges taken in fiscal 2000. The remaining
severance benefits of $396,000 will be paid in accordance with plan provisions.

<TABLE>
<CAPTION>


                                            BEGINNING                                                  ENDING
                                             BALANCE        FISCAL 2001         FISCAL 2001           BALANCE
                                           OCTOBER 29,        RECORDED              CASH               JULY 29,
                                              2000            EXPENSES            PAYMENTS              2001
                                           -----------      ------------        ------------          ----------
                                                                        (IN THOUSANDS)
                                                                         (UNAUDITED)
<S>                                         <C>                <C>                 <C>                 <C>
Severance ......................            $ 2,211            $  (696)            $(1,119)            $   396
Termination benefits ...........                410                 --                (133)                277
Plant closure expenses .........              1,523                696              (2,057)                162
                                            -------            -------             -------             -------
                                            $ 4,144            $    --             $(3,309)            $   835
                                            =======            =======             =======             =======
</TABLE>

                                       16
<PAGE>   18



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.


         The following discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and related Notes appearing
elsewhere in this report.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, the percentage
which selected items in the Condensed Consolidated Statements of Operations bear
to net sales:

<TABLE>
<CAPTION>

                                                            Percentage of Net Sales
                                                 --------------------------------------------------
                                                   Three Months Ended         Nine Months Ended
                                                 ----------------------      ----------------------
                                                 July 29,      July 30,      July 29,      July 30,
                                                  2001           2000          2001          2000
                                                 --------      --------      --------      --------
<S>                                                <C>          <C>            <C>           <C>
Net sales ..................................       100.0%       100.0 %        100.0%        100.0%
Cost of sales ..............................        76.8          78.4          76.3          77.1
                                                  ------        ------        ------        ------
Gross profit ...............................        23.2          21.6          23.7          22.9
Selling, general and administrative expenses        18.0          19.5          17.6          19.1
Restructure charges and transition expenses           --           0.7            --           0.7
                                                  ------        ------        ------        ------
Income from operations .....................         5.2           1.4           6.1           3.1
Interest expense ...........................       (10.2)         (9.6)        (10.4)         (9.3)
Other income (expense), net ................        (0.1)          0.2          (0.4)         (0.5)
Recapitalization expenses ..................          --          (0.1)           --          (5.0)
                                                  ------        ------        ------        ------
Loss from continuing operations
   before income taxes .....................        (4.9)         (8.1)         (4.7)        (11.7)
Income tax benefit .........................          --          (2.9)           --          (2.8)
                                                  ------        ------        ------        ------
Loss from continuing operations ............        (4.9)         (5.2)         (4.7)         (8.9)
Income from discontinued operations,
   net of tax ..............................          --            --            --            --
                                                  ------        ------        ------        ------
Loss before extraordinary item .............        (4.9)         (5.2)         (4.7)         (8.9)
Extraordinary item - loss related to early
  retirement of debt, net of tax ...........          --            --            --          (2.9)
                                                  ------        ------        ------        ------
Loss before cumulative effect of change
  in accounting principle ..................        (4.9)         (5.2)         (4.7)        (11.8)
Cumulative effect of change in accounting
  principle ................................          --            --          (0.1)           --
                                                  ------        ------        ------        ------
Net loss ...................................        (4.9)%        (5.2)%        (4.8)%       (11.8)%
                                                  ======        ======        ======        ======
</TABLE>



     NET SALES - Net sales for the third fiscal quarter of 2001 were $124.4
million compared to $129.9 million in the third fiscal quarter of 2000. The 4.2%
decrease in sales quarter over quarter is primarily the result of the following
factors: a decrease in custom procedure tray sales to $76.0 million for the
third quarter of fiscal 2001 from $78.2 million for the third quarter of fiscal
2000 due to a managed reduction in dealer inventory levels; a slight decline in
medical glove sales to $21.1 million in the third quarter of fiscal 2001 from
$21.7 million in the comparable quarter of fiscal 2000; and a decline in all
other product sales to $27.3 million in the third quarter of fiscal 2001 from
$29.9 million in the third quarter of fiscal 2000, primarily due to reduced
endoscopic sales to European distributors, offset in part by a reduction in
estimated rebate obligations. Net sales for the nine months ended July 29, 2001
were $382.2 million compared to $383.5 million in the first nine months of
fiscal 2000. An increase in custom procedure tray sales to $234.1 million for
the nine months ended July 29, 2001 from $224.8 million in the comparable period
of fiscal 2000 due to sales conversions from a large group purchasing
organization contract obtained in fiscal 2000 were offset by the following
factors; a decline in medical glove sales to $63.1 million in the nine months
ended July 29, 2001 from $67.0 million in the comparable period of fiscal 2000
primarily caused by lower O.E.M. sales; and a decline in all our other product
sales to $84.9 million in the nine months ended July 29, 2001 from $91.7 million
in the comparable period of fiscal 2000, primarily due to reduced endoscopic
sales to European distributors.



                                       17
<PAGE>   19


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION - (CONTINUED)

     GROSS PROFIT - Gross profit increased to $28.8 million or 23.2% of net
sales in the third quarter of fiscal 2001 from $28.1 million or 21.6% of net
sales reported in the third quarter of fiscal 2000. For the nine month period
ended July 29, 2001, gross profit was $90.7 million or 23.7% of net sales in
fiscal 2001 versus $87.6 million or 22.8% of net sales in the comparable period
of fiscal 2000. Gross profit for fiscal 2001 was negatively impacted by costs
associated with the plant rationalization program that began in the fourth
quarter of fiscal 2000. The negative impact on the fiscal 2001 first quarter
gross profit was $2.1 million, $1.5 million in the second quarter, and $1.7
million in the third quarter. Gross profit for fiscal 2000 was negatively
impacted by a strike and a facility rationalization program in our glove
business. The negative impact on the fiscal 2000 first quarter gross profit was
$2.9 million of which $1.8 million was a non-cash inventory write-down. The
negative impact on the fiscal 2000 second quarter gross profit was $4.3 million
of which $1.2 million related to the strike which ended in May with the signing
of a new collective bargaining agreement.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses declined to $22.4 million or 18.0% of net sales in the
third quarter of fiscal 2001 from $25.4 million or 19.5% of net sales in the
third quarter of fiscal 2000. For the nine month period ended July 29, 2001,
selling, general and administrative expenses declined to $67.2 million or 17.6%
of net sales in fiscal 2001 from $73.1 million or 19.1% of net sales in the
comparable period of fiscal 2000. The improvement in selling, general and
administrative expenses quarter over quarter as well as period over period is
attributable to improvements in sales, marketing and distribution expenses
combined with general cost reductions.

     RESTRUCTURE CHARGES AND TRANSITION EXPENSES - In the first nine months of
fiscal 2000, we recorded charges of $0.9 million in severance costs and $2.6
million of other transition expenses related to the closing of one of our glove
plants. In connection with the resignation of Akbar Naderi, the Company has
recorded a liability of approximately $1.0 million.

     INCOME FROM OPERATIONS - Income from operations for the third quarter of
fiscal 2001 was $6.4 million or 5.2% of net sales, compared to $1.8 million or
1.4% of net sales in the third quarter of fiscal 2000. Income from operations
for the nine months ended July 29, 2001 was $23.4 million or 6.1% of net sales,
compared to $11.9 million or 3.1% of net sales in the comparable period of
fiscal 2000.

     INTEREST EXPENSE - Interest expense increased to $12.7 million in the
third quarter of fiscal 2001 from $12.4 million reported in the third quarter
of fiscal 2000. Interest expense increased to $39.9 million in the nine months
ended July 29, 2001 from $35.8 million reported in the comparable period of
fiscal 2000. The Company incurred cash interest expense of $7.9 million and
$9.4 million in the quarters ended July 29, 2001 and July 30, 2000,
respectively. In the nine months ended July 29, 2001 and July 30, 2000, the
Company incurred $25.4 million and $26.9 million of cash interest expense,
respectively. The increased interest expense period over period is primarily a
function of the marking to market of the Company's derivative securities and a
full period's interest expense and amortization on the debt incurred with the
recapitalization.

     RECAPITALIZATION EXPENSES - Recapitalization expenses of $19.0 million were
recorded in the first nine months of fiscal 2000 due to the recapitalization of
Maxxim on November 12, 1999. The recapitalization expenses include approximately
$14.0 million of professional fees.

     INCOME TAXES - The Company has determined that it is more likely than not
that future operations will not generate sufficient taxable income to realize
tax loss carryovers and other deferred tax assets. As a result, the Company has
recorded a full valuation allowance on tax benefits generated for the quarter
and the nine months ended July 29, 2001. Our effective tax rate for the nine
months ended July 30, 2000 was a benefit of 23.8%.

     LOSS FROM CONTINUING OPERATIONS - As a result of the foregoing, we
reported a loss from continuing operations of $6.1 million in the third quarter
of fiscal 2001 versus $6.7 million in the third quarter of fiscal 2000. We
reported a loss from continuing operations of $17.9 million in the nine months
ended July 29, 2001 versus $34.3 million in the comparable period of fiscal
2000.



                                       18
<PAGE>   20


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION - (CONTINUED)

     DISCONTINUED OPERATIONS - In connection with the recapitalization, all of
the outstanding stock of Circon was sold to Circon Holdings in exchange for
$208.0 million in cash and the repayment of $20.0 million of debt owed by Circon
to Maxxim. Accordingly, Circon's operations have been reflected as discontinued
operations in our condensed consolidating statements of operations. In the
quarter ended January 30, 2000, we recorded a gain of $87,000 on the sale of
Circon.

     EXTRAORDINARY ITEM - In connection with the recapitalization, we consumated
a tender offer for our 10 1/2% senior subordinated notes. Accordingly, the
tender premium and deferred debt issuance costs related to these notes were
written off as an extraordinary loss in the quarter ended January 30, 2000.

     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE - In the quarter ended
January 28, 2001, the Company implemented FASB Statement No. 133. As a result,
a loss was recorded to reflect a derivative instrument at its fair value at
October 30, 2000.

     NET LOSS - As a result of the foregoing, we reported a loss of $6.1 million
for the third quarter of fiscal 2001 versus $6.7 million in the third quarter of
fiscal 2000. We reported a loss of $18.2 million for the nine months ended July
29, 2001 versus $45.4 million in the comparable period of fiscal 2000.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used by operating activities was $8.2 million in the nine months
ended July 29, 2001 versus cash provided from operations of $7.3 million in the
comparable period of fiscal 2000. Net cash from operating activities was
negatively impacted in the first nine months of fiscal 2001 due to an increase
in accounts receivable and inventory which was somewhat offset by an increase in
accounts payable and the receipt of an income tax refund. Net cash from
operating activities was negatively impacted in nine months of fiscal 2000 due
to increases in inventory, accounts receivable, an income tax receivable and a
decline in accrued expenses.

     Cash flows used by investing activities were $3.1 million in the first nine
months of fiscal 2001 while cash flows generated in investing activities were
$242.4 in the first nine months of 2000. The sale of Circon as part of the
recapitalization provided $228 million in the first quarter of fiscal 2000.
Capital expenditures totaled $3.4 million and $5.8 million in first nine months
of fiscal 2001 and 2000, respectively.

     Cash flows provided from financing activities were $11.8 million in the
first nine months of fiscal 2001 while cash flows used in financing activities
was $215.6 million in the first nine months of fiscal 2000. In the nine months
ended July 30, 2000 Maxxim or its subsidiaries received the following proceeds
as a result of the recapitalization: $50.0 million from the issuance of senior
discount notes, $110.0 million from the issuance of senior subordinated discount
notes and $260.0 million from a new credit facility. Then, as part of the
recapitalization, these funds were used to pay the following debts in the first
nine months of fiscal 2000: $100.0 million for Maxxim's 10 1/2% senior
subordinated notes, $254.0 million for the outstanding balance on Maxxim's
previous credit facility, $21.3 million for debt offering costs and $37.4
million for debt tender and recapitalization expenses. In addition, the net
impact from the repurchase of outstanding stock and options and proceeds from
the issuance of new common stock in accordance with the provisions of the
recapitalization was the payment of $232.4 million in the nine months ended July
30, 2000.



                                       19
<PAGE>   21


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION - (CONTINUED)

     At July 29, 2001, our balance sheet included net goodwill of $107.9
million. The majority of this balance represents goodwill from the acquisitions
of Winfield Medical and Sterile Concepts. Maxxim acquired Winfield Medical in
June 1998. Unamortized goodwill from the Winfield acquisition totaled $21.3
million at July 29, 2001, which represents 19.7% of net goodwill on that date.
In July 1996, Maxxim acquired Sterile Concepts. Unamortized goodwill from the
Sterile Concepts acquisition totaled $75.3 million at July 29, 2001, and
represented 69.6% of net goodwill as of that date. The remaining $11.3 million
of unamortized goodwill at July 29, 2001, relates to various other acquisitions
made between 1992 and 2000. All components of goodwill are being amortized on a
straight line basis over the applicable useful life. Useful lives have been
estimated at 30 years for Winfield Medical, 40 years for Sterile Concepts and 5
to 20 years for the remaining goodwill components. Total goodwill amortization
expense for the nine months ended July 29, 2001, and July 30, 2000, were $3.1
million and $3.8 million, respectively. Management believes that there is not
persuasive evidence that any material portion of this intangible asset will
dissipate over a period shorter than the determined useful life.

    The revolving credit facility is available for general corporate purposes,
including working capital and capital expenditures, and includes sublimits of
$25.0 million and $10.0 million, respectively, for letters of credit and
swingline loans. At July 29, 2001, the Company had $15.5 million drawn under its
revolving credit facility.

    The credit facilities and the terms of our senior subordinated discount
notes impose certain restrictions on us and our subsidiaries, including
restrictions on our ability to incur additional indebtedness, issue preferred
stock, pay dividends and make certain distributions, make investments, sell
assets, create liens, enter into certain transactions with affiliates and engage
in certain other activities. In addition, the credit facilities require us to
maintain certain financial ratios. The credit facilities are secured by
substantially all of our assets, including real and personal property,
inventory, accounts receivable and other intangibles, in each case subject to
certain limited exceptions.

    Our ability to satisfy our debt obligations and to pay principal and
interest on debt, fund working capital and make anticipated capital expenditures
will depend on our future performance, which is subject to general economic,
financial and other factors, some of which are beyond our control. We believe
that based on current levels of operations and anticipated growth, cash flow
from operations, together with borrowings under the revolving credit facility,
will be adequate for the foreseeable future to make required payments of
principal and interest on our debt, to fund working capital, and to make
expected capital expenditures. There can be no assurance, however, that our
business will generate sufficient cash flow from operations or that future
borrowings will be available under the revolving credit facility in an amount
sufficient to enable us to service our debt, or to fund other liquidity needs.

FORWARD LOOKING STATEMENTS

     This report contains forward looking statements. Forward looking statements
are statements of our expectations, estimates, projections and beliefs and are
based on assumptions made by and information currently available to us regarding
our business and the industry in which we operate. Forward-looking statements
describe our expectations today of what we believe is most likely to occur or
reasonably achievable in the future, but such statements do not predict or
assure any future occurrence and may turn out to be wrong. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. The words "believe," "anticipate," "intend,"
"expect," "estimate," "project", "predict", "hope" and "should", variations of
such words, and similar expressions, among others, are intended to identify
forward-looking statements.

     Forward looking statements are subject to potential risks and uncertainties
that could cause actual results to differ materially from historical results or
those currently anticipated. The potential risks and uncertainties that could
affect forward looking statements are listed within our Annual Report on Form
10-K filed with the Securities and Exchange Commission on February 14, 2001.

     We caution that undue reliance should not be placed on our forward-looking
statements, which speak only as of the date of this document. We hereby disclaim
any obligation to update information contained in any forward-looking statement.




                                       20
<PAGE>   22


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We are exposed to market risks. Market risk is the potential loss arising
from adverse changes in market prices, interest rates and foreign currency
exchange rates.

     INTEREST RATE RISK --We are subject to market risk exposure related to
changes in interest rates on the new credit facilities. Interest on borrowings
under the new credit facilities are at a fixed percentage point spread from
either (1) the greater of prime, base CD or federal funds rates or (2) LIBOR. We
are able to, at our option, fix the interest rate for LIBOR for periods ranging
from one to six months. The interest rate on all outstanding obligations under
the new credit facility are currently set off three month LIBOR. We have entered
into, and are required to maintain for at least three years, one or more
interest rate protection agreements in order to fix or limit our interest costs
with respect to at least 50% of the outstanding term loans under the new credit
facilities. In accordance with the obligations of our credit facility, we and
the Chase Manhattan Bank entered into an arrangement to cap our floating
interest rate at 8.0% on an agreed upon notional principal amount of
$130,000,000, in April 2000.

    FOREIGN CURRENCY EXCHANGE RATE RISK -- Generally we generate net sales and
expenses in the local currency where our products are sold and thus are not
currently subject to significant currency exchange risk. In the future, it is
possible that a greater portion of our net sales outside of North America may
not be denominated in the same local currency as the related expenses and thus
we may be subject to currency exchange risks in connection therewith.

    INTANGIBLE ASSET RISK - Our balance sheet includes intangible assets. We
assess the recoverability of intangible assets by determining whether the
amortization of the asset balance over its remaining life can be recovered
through undiscounted future operating cash flows of the acquired operation. The
amount of asset impairment, if any, is measured based on projected discounted
future operating cash flows using a discount rate reflecting our average cost of
funds. In fiscal 2000, we recorded goodwill and other intangible asset
impairments of $33.5 million. We do not believe that any other impairment of
intangible assets existed as of July 29, 2001.

PART II.  OTHER INFORMATION

Items 1, 2, 3 and 4 for which provision is made in the applicable regulations of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.

Item 5. OTHER

     On June 18, 2001 Russell D. Hays was appointed Chief Executive Officer.

     On June 28, 2001 Akbar Naderi resigned his position as President and as
Vice Chairman of the Company.

Item 6.  EXHIBITS AND REPORTS
           (a)  Exhibits
                  Exhibit 10.1 Russell D. Hays Employment Agreement.

           (b)  Reports on Form 8-K
                  None.



                                       21
<PAGE>   23




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              MAXXIM MEDICAL, INC.

Date:    8/31/01                    By:     /s/ RUSSELL D. HAYS
                                            ------------------------------------
                                            Russell D. Hays
                                            Chief Executive Officer (principal
                                            executive officer)


Date:    8/31/01                    By:     /s/ MARK S. SELLERS
                                            ------------------------------------
                                            Mark S. Sellers
                                            Vice Chairman and Chief Financial
                                            Officer (principal financial
                                            officer)




                                       22