<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   APRIL 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 June 8, 2001
-----------------------------                      ----------------------------
COMMON STOCK, $.001 PAR VALUE                               30,165,161


<PAGE>   2

                              MAXXIM MEDICAL, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                 Page No.
                                                                                 --------

<S>                                                                               <C>
PART I.  Financial Information

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

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

                 Condensed Consolidated Statements of Cash Flows
                  for the Fiscal Quarters Ended  April 30, 2000 and
                  April 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         20

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>
                                                                                      April 29,         October 29,
                                                                                        2001               2000
                                                                                     -----------        ----------
                                                                                     (unaudited)

<S>                                                                                   <C>               <C>
                                  ASSETS

Current assets:
   Cash and cash equivalents                                                          $    2,473        $    1,287
   Accounts receivable, net of allowances of $3,792 and $3,526, respectively              52,187            46,256
   Inventory, net                                                                         81,654            66,913
   Other receivables                                                                       2,561            15,024
   Prepaid expenses and other                                                              3,354             5,906
   Assets held for sale                                                                   18,388            18,388
                                                                                      ----------        ----------
                  Total current assets                                                   160,617           153,774

Property and equipment                                                                   106,360           103,952
   Less: accumulated depreciation                                                        (52,954)          (47,206)
                                                                                      ----------        ----------
                                                                                          53,406            56,746

Goodwill, net of accumulated amortization of $48,579 and $46,508, respectively           108,979           110,969
Other assets, net                                                                         25,635            27,834
                                                                                      ----------        ----------
                  Total assets                                                        $  348,637        $  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                    1,210               712
   Accounts payable                                                                       50,498            47,505
   Accrued liabilities                                                                    45,010            50,066
                                                                                      ----------        ----------
                  Total current liabilities                                              107,426           108,971

Long-term debt, net of current maturities                                                206,732           200,182
Senior subordinated discount notes                                                       111,829           110,123
Senior discount notes                                                                     57,740            53,579
10 1/2% Senior subordinated notes                                                              5                 5
Capital leases and other long-term obligations, net of current maturities                  3,480             3,728
                                                                                      ----------        ----------
                  Total liabilities                                                      487,212           476,588

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

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                                                                  (120,075)         (107,964)
   Subscriptions receivable                                                               (2,974)           (2,974)
   Accumulated other comprehensive loss                                                  (15,234)          (16,035)
                                                                                      ----------        ----------
                  Total shareholders' deficit                                           (142,985)         (131,675)
                                                                                      ----------        ----------

                  Total liabilities and shareholders' equity (deficit)                $  348,637        $  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                   Six Months Ended
                                                               ----------------------------        ----------------------------
                                                               April 29,         April 30,         April 29,         April 30,
                                                                  2001              2000              2001              2000
                                                               ----------        ----------        ----------        ----------

<S>                                                            <C>               <C>               <C>               <C>
Net sales                                                      $  134,299        $  130,760        $  257,797        $  253,588
Cost of sales                                                     102,183           101,221           196,003           194,063
                                                               ----------        ----------        ----------        ----------

     Gross profit                                                  32,116            29,539            61,794            59,525

Selling, general and administrative expenses                       23,234            25,265            44,813            47,794
Restructure charges and transition expenses                            --               833                --             1,673
                                                               ----------        ----------        ----------        ----------

     Income from operations                                         8,882             3,441            16,981            10,058

Interest expense, net                                             (13,055)          (12,146)          (27,203)          (23,398)
Other income (expense), net                                          (836)           (2,100)           (1,534)           (2,342)
Recapitalization expenses                                              --              (201)               --           (18,898)
                                                               ----------        ----------        ----------        ----------

     Loss from continuing operations
         before income taxes                                       (5,009)          (11,006)          (11,756)          (34,580)

Income tax benefit                                                     --            (3,719)               --            (6,928)
                                                               ----------        ----------        ----------        ----------

Loss from continuing operations                                    (5,009)           (7,287)          (11,756)          (27,652)

Income from discontinued operations,
   net of tax of $56                                                   --                --                --                87
                                                               ----------        ----------        ----------        ----------

Loss before extraordinary item                                     (5,009)           (7,287)          (11,756)          (27,565)

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                                            (5,009)           (7,287)          (11,756)          (38,725)

Cumulative effect of change in accounting principle                    --                --              (355)               --
                                                               ----------        ----------        ----------        ----------

     Net loss                                                  $   (5,009)       $   (7,287)       $  (12,111)       $  (38,725)
                                                               ==========        ==========        ==========        ==========
</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>
                                                                                                  Six Months Ended
                                                                                             ---------------------------
                                                                                             April 29,         April 30,
                                                                                                2001              2000
                                                                                             ----------        ----------

<S>                                                                                          <C>               <C>
Cash flows from operating activities:
  Net loss                                                                                   $  (12,111)       $  (38,725)
  Adjustment to reconcile net loss to net cash provided by operating activities:
     Loss in fair value of investment in derivative and hedging securities                          907                --
     Loss on sale of investment in derivative securities                                            151                --
     Cumulative effect of change in accounting principle                                            355                --
     Debt tender and recapitalization expenses                                                       --            37,230
     Deferred income tax benefit                                                                     --            (2,373)
     Write-off of debt offering costs                                                                --             7,100
     Amortization of financing fees and accretion of debt discount                                7,408             6,351
     Depreciation and amortization                                                                8,048            11,449
     Change in operating assets and liabilities                                                  (3,609)          (14,106)
                                                                                             ----------        ----------
         Net cash provided by operating activities                                                1,149             6,926
                                                                                             ----------        ----------

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                                                        --               884
  Payment received on notes                                                                          --             1,036
  Payment for contract rights                                                                        --            (2,250)
  Purchase of property, equipment and other assets, net of asset acquisitions and
       business combinations                                                                     (1,957)           (4,894)
                                                                                             ----------        ----------
         Net cash (used in) provided by investing activities                                     (1,707)          222,776
                                                                                             ----------        ----------

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                                                                (430)         (254,000)
  Net proceeds from the issuance of senior discount notes                                            --            50,000
  Net borrowings (payments) on revolving line of credit                                           7,000                --
  Payments on capital leases and other long-term obligations                                       (498)             (676)
  Recapitalization of Maxxim                                                                         --          (232,361)
  Debt tender and recapitalization expenses                                                          --           (37,230)
  Payment of debt offering costs                                                                     --           (21,330)
  (Decrease) increase in bank overdraft                                                          (4,054)              363
  Other, net                                                                                       (339)             (390)
                                                                                             ----------        ----------
         Net cash provided by (used in) financing activities                                      1,679          (225,615)
                                                                                             ----------        ----------

Effect of foreign currency translation adjustment                                                    65              (136)
                                                                                             ----------        ----------
         Net increase in cash and cash equivalents                                                1,186             3,951
Cash and cash equivalents at beginning of period                                                  1,287             4,040
                                                                                             ----------        ----------
Cash and cash equivalents at end of period                                                   $    2,473        $    7,991
                                                                                             ==========        ==========

Supplemental cash flow disclosures:
  Interest paid during the period                                                            $   18,584        $   13,219
  Income taxes paid during the period                                                                --             1,365
  Noncash investing and financing activities
     Net unrealized (loss) gain on investment                                                $     (322)       $      696
</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 second quarter of fiscal 2001 ended on April 29th compared to the
fiscal 2000 second quarter end date of April 30th.

INVENTORIES

         Inventory includes the following as of:

<TABLE>
<CAPTION>
                                                         APRIL 29,      OCTOBER 29,
                                                           2001            2000
                                                         ---------      -----------
                                                        (UNAUDITED)
                                                               (IN THOUSANDS)

         <S>                                             <C>             <C>
         Raw materials ..........................        $ 46,416        $ 32,667
         Work in progress .......................          11,037           9,301
         Finished goods .........................          34,784          41,063
         Allowance for excess and obsolete ......         (10,583)        (16,118)
                                                         --------        --------
                                                         $ 81,654        $ 66,913
                                                         ========        ========
</TABLE>

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 $108,979,000 remains unamortized as of April 29, 2001.
Amortization periods for goodwill range from 5 to 40 years. The Company
evaluates its goodwill for impairment on 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
                                                                              APRIL 29,       APRIL 30,
                                                                                2001            2000
                                                                              ---------       ---------
                                                                                   (IN THOUSANDS)

<S>                                                                           <C>             <C>
Net loss ............................................................         $ (5,009)       $ (7,287)
Foreign currency translation adjustments ............................             (506)          1,741
Net unrealized gains (losses) on available for sale securities ......               63            (165)
                                                                              --------        --------
Total comprehensive loss ............................................         $ (5,452)       $ (5,711)
                                                                              ========        ========

<CAPTION>
                                                                                  SIX MONTHS ENDED
                                                                              APRIL 29,       APRIL 30,
                                                                                2001            2000
                                                                              ---------       ---------
                                                                                   (IN THOUSANDS)

<S>                                                                           <C>             <C>
Net loss .............................................................        $(12,111)       $(38,725)
Foreign currency translation adjustments .............................           1,123             195
Net unrealized gains (losses) on available for sale securities .......            (322)            696
                                                                              --------        --------
Total comprehensive loss .............................................        $(11,310)       $(37,834)
                                                                              ========        ========
</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:

<TABLE>
<CAPTION>
                                                 APRIL 29, 2001        OCTOBER 29, 2000
                                                 --------------        ----------------
                                                   (UNAUDITED)
                                                             (In thousands)

<S>                                              <C>                   <C>
Industrial revenue bonds ...............           $    1,940              $    2,370
Revolving line of credit ...............                7,000                      --
Term loans under credit facility .......              208,500                 208,500
                                                   ----------              ----------
   Total long term debt ................              217,440                 210,870
Less - Current maturities ..............              (10,708)                (10,688)
                                                   ----------              ----------
                                                   $  206,732              $  200,182
                                                   ==========              ==========
</TABLE>

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

         <S>                                     <C>                  <C>            <C>                  <C>
         Interest rate cap ...............          $       22        $       22        $      576        $      221
         Swap agreement, paying fixed ....                (748)             (748)            2,007             2,007
         Long-term debt (including
             current maturities) .........            (390,957)         (390,957)         (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:

<TABLE>
<CAPTION>
                                                APRIL 29,        OCTOBER 29,
                                                  2001              2000
                                               ----------        -----------
                                              (UNAUDITED)
                                                      (IN THOUSANDS)

         <S>                                   <C>              <C>
         Patents ......................        $    3,801        $    4,118
         Debt offering costs ..........            19,011            21,105
         Non-compete agreements .......               563               596
         Notes receivable .............               159               338
         Other ........................             2,101             1,677
                                               ----------        ----------
                                               $   25,635        $   27,834
                                               ==========        ==========
</TABLE>

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.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                       APRIL 29, 2001  APRIL 30, 2000
                                       --------------  --------------
                                          (UNAUDITED, IN THOUSANDS)

         <S>                           <C>             <C>
         United States ...........        $117,650        $112,799
         Europe ..................          10,736          11,269
         Rest of World ...........           5,913           6,692
                                          --------        --------
         Total Company ...........        $134,299        $130,760
                                          ========        ========

<CAPTION>
                                         SIX MONTHS ENDED
                                  APRIL 29, 2001  APRIL 30, 2000
                                  --------------  --------------
                                     (UNAUDITED, IN THOUSANDS)

         <S>                      <C>             <C>
         United States ......        $225,289        $217,681
         Europe .............          20,805          22,581
         Rest of World ......          11,703          13,326
                                     --------        --------
         Total Company ......        $257,797        $253,588
                                     ========        ========
</TABLE>

         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 April 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 34.9% and
9.2% of our net sales in the United States, respectively, for the six months
ended April 29, 2001, and 26.8% and 10.8% of our net sales, respectively, for
the six months ended April 30, 2000. For the six months ended April 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 April 29, 2001. The former CEO is delinquent
in payment of his fiscal 2000 repayment obligation 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 April 29, 2001 and October 29,
2000 and for each of the fiscal quarters ended April 29, 2001 and April 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
APRIL 29,  2001

<TABLE>
<CAPTION>
                                                                                APRIL 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                  $      648        $    1,825        $    2,473        $       --        $    2,473
   Accounts receivable, net                       42,669             9,518            52,187                --            52,187
   Inventory, net                                 70,313            11,341            81,654                --            81,654
   Other receivables                               2,561                --             2,561                --             2,561
   Prepaid expenses and other                      3,014               340             3,354                --             3,354
   Assets held for sale                           18,388                --            18,388                --            18,388
                                              ----------        ----------        ----------        ----------        ----------
     Total current assets                        137,593            23,024           160,617                             160,617

Property and equipment                            53,148            53,212           106,360                --           106,360
   Less: accumulated depreciation                (30,564)          (22,390)          (52,954)               --           (52,954)
                                              ----------        ----------        ----------        ----------        ----------
                                                  22,584            30,822            53,406                --            53,406

Goodwill and other intangibles, net              108,100               879           108,979                --           108,979
Other assets, net                                 22,891               572            23,463             2,172            25,635
                                              ----------        ----------        ----------        ----------        ----------
     Total assets                             $  291,168        $   55,297        $  346,465        $    2,172        $  348,637
                                              ==========        ==========        ==========        ==========        ==========

           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              1,210                --             1,210                --             1,210
   Accounts payable                               42,760             7,738            50,498                --            50,498
   Accrued liabilities                            41,049             3,961            45,010                --            45,010
                                              ----------        ----------        ----------        ----------        ----------
     Total current liabilities                    95,727            11,699           107,426                --           107,426

Intercompany (receivable) payable                (31,300)           31,300                --                --                --

Long-term debt, net of current
   maturities                                    206,732                --           206,732                --           206,732
Senior subordinated discount notes               111,829                --           111,829                --           111,829
Senior discount notes                                 --                --                --            57,740            57,740
10 1/2% Senior subordinated notes                      5                --                 5                --                 5
Capital leases and other long term
   obligations, net of current maturities          3,480                --             3,480                --             3,480
                                              ----------        ----------        ----------        ----------        ----------
     Total liabilities                           386,473            42,999           429,472            57,740           487,212

Shares  with put rights                               --                --                --             4,410             4,410
Commitments and contingencies
Shareholders' deficit:
   Preferred Stock                                    --                --                --                --                --
   Common Stock                                       --                --                --                29                29
   Additional paid-in capital                         --                --                --            (4,731)           (4,731)
   Retained earnings                                  --                --                --          (120,075)         (120,075)
   Subscriptions receivable                           --                --                --            (2,974)           (2,974)
   Accumulated other comprehensive loss               --                --                --           (15,234)          (15,234)

                                              ----------        ----------        ----------        ----------        ----------
     Total shareholders' deficit                      --                --                --          (142,985)         (142,985)

   (Investment in) / net equity of
       guarantor subsidiaries                    (83,007)               --           (83,007)           83,007                --

   (Investment in) / net equity of
       Non-guarantor subsidiaries                (12,298)           12,298                --                --                --
                                              ----------        ----------        ----------        ----------        ----------
     Total liabilities and
          shareholders' equity (deficit)      $  291,168        $   55,297        $  346,465        $    2,172        $  348,637
                                              ==========        ==========        ==========        ==========        ==========
</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
Commitments and contingencies

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 APRIL 29, 2001

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED APRIL 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                           $  121,162        $ 17,980        $ (4,843)       $  134,299        $     --        $  134,299
Cost of sales                           92,290          14,736          (4,843)          102,183              --           102,183
                                    ----------        --------        --------        ----------        --------        ----------
Gross profit                            28,872           3,244              --            32,116              --            32,116
                                    ----------        --------        --------        ----------        --------        ----------

Selling, general and
 administrative                         20,242           2,992              --            23,234              --            23,234
                                    ----------        --------        --------        ----------        --------        ----------

Income from operations                   8,630             252              --             8,882              --             8,882

Interest (expense), net                (10,400)           (526)             --           (10,926)         (2,129)          (13,055)
Other income/(expense), net               (855)             19              --              (836)             --              (836)
                                    ----------        --------        --------        ----------        --------        ----------

     Net loss                       $   (2,625)       $   (255)       $     --        $   (2,880)       $ (2,129)       $   (5,009)
                                    ==========        ========        ========        ==========        ========        ==========
</TABLE>

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2000

<TABLE>
                                                                 THREE MONTHS ENDED APRIL 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                         $  119,075       $   22,093       $  (10,408)      $  130,760       $       --       $  130,760
Cost of sales                         92,309           19,320          (10,408)         101,221               --          101,221
                                  ----------       ----------       ----------       ----------       ----------       ----------
Gross profit                          26,766            2,773               --           29,539               --           29,539
                                  ----------       ----------       ----------       ----------       ----------       ----------

Selling, general and
 Administrative                       21,350            3,915               --           25,265               --           25,265
Restructure and transition
 Expenses                                833               --               --              833               --              833
                                  ----------       ----------       ----------       ----------       ----------       ----------
                                      22,183            3,915               --           26,098               --           26,098
                                  ----------       ----------       ----------       ----------       ----------       ----------

Income (loss) from operations          4,583           (1,142)              --            3,441               --            3,441

Interest (expense), net               (9,701)            (552)              --          (10,253)          (1,893)         (12,146)
Other  income/(expense), net          (1,971)            (129)              --           (2,100)              --           (2,100)
Recapitalization expenses               (201)              --               --             (201)              --             (201)
                                  ----------       ----------       ----------       ----------       ----------       ----------
Loss before income taxes              (7,290)          (1,823)              --           (9,113)          (1,893)         (11,006)

Income tax benefit                    (2,376)            (605)              --           (2,981)            (738)          (3,719)
                                  ----------       ----------       ----------       ----------       ----------       ----------

     Net loss                     $   (4,914)      $   (1,218)      $       --       $   (6,132)      $   (1,155)      $   (7,287)
                                  ==========       ==========       ==========       ==========       ==========       ==========
</TABLE>


                                       12
<PAGE>   14

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

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 29, 2001

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED APRIL 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                           $  233,187        $ 34,824        $(10,214)       $  257,797        $     --        $  257,797
Cost of sales                          178,047          28,170         (10,214)          196,003              --           196,003
                                    ----------        --------        --------        ----------        --------        ----------
Gross profit                            55,140           6,654              --            61,794              --            61,794
                                    ----------        --------        --------        ----------        --------        ----------

Selling, general and
 administrative                         39,168           5,645              --            44,813              --            44,813
                                    ----------        --------        --------        ----------        --------        ----------

Income from operations                  15,972           1,009              --            16,981              --            16,981

Interest (expense), net                (21,924)         (1,044)             --           (22,968)         (4,235)          (27,203)
Other income/(expense), net             (1,361)           (173)             --            (1,534)             --            (1,534)
                                    ----------        --------        --------        ----------        --------        ----------

Income (loss) before cumulative
 effect of change in accounting         (7,313)           (208)             --            (7,521)         (4,235)          (11,756)

Cumulative effect of change
in accounting principle                   (355)             --              --              (355)             --              (355)
                                    ----------        --------        --------        ----------        --------        ----------
     Net loss                       $   (7,668)       $   (208)       $     --        $   (7,876)       $ (4,235)       $  (12,111)
                                    ==========        ========        ========        ==========        ========        ==========
</TABLE>

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 2000

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED APRIL 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                          $  228,170        $ 42,879        $(17,461)       $  253,588        $     --        $  253,588
Cost of sales                         174,866          36,658         (17,461)          194,063              --           194,063
                                   ----------        --------        --------        ----------        --------        ----------
Gross profit                           53,304           6,221              --            59,525              --            59,525
                                   ----------        --------        --------        ----------        --------        ----------

Selling, general and
 Administrative                        40,230           7,564              --            47,794              --            47,794
Restructure and transition
 Expenses                               1,673              --              --             1,673              --             1,673
                                   ----------        --------        --------        ----------        --------        ----------
                                       41,903           7,564              --            49,467              --            49,467
                                   ----------        --------        --------        ----------        --------        ----------

Income (loss) from operations          11,401          (1,343)             --            10,058              --            10,058

Interest (expense), net               (18,725)         (1,145)             --           (19,870)         (3,528)          (23,398)
Other income/(expense), net            (2,236)           (106)             --            (2,342)             --            (2,342)
Recapitalization expenses             (18,898)             --              --           (18,898)             --           (18,898)
                                   ----------        --------        --------        ----------        --------        ----------
Loss before income taxes              (28,458)         (2,594)             --           (31,052)         (3,528)          (34,580)

Income tax benefit                     (4,663)           (889)             --            (5,552)         (1,376)           (6,928)
                                   ----------        --------        --------        ----------        --------        ----------

Loss from continuing
 Operations                           (23,795)         (1,705)             --           (25,500)         (2,152)          (27,652)
Income from discontinued
  operations, net                          87              --              --                87              --                87
                                   ----------        --------        --------        ----------        --------        ----------
Loss before extraordinary item        (23,708)         (1,705)             --           (25,413)         (2,152)          (27,565)
Extraordinary item - loss on
  early retirement of debt, net        (8,084)             --              --            (8,084)         (3,076)          (11,160)
                                   ----------        --------        --------        ----------        --------        ----------
     Net loss                      $  (31,792)       $ (1,705)       $     --        $  (33,497)       $ (5,228)       $  (38,725)
                                   ==========        ========        ========        ==========        ========        ==========
</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 SIX MONTHS ENDED APRIL 29, 2001

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED APRIL 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                                             $ (7,668)       $   (208)       $ (7,876)       $ (4,235)       $(12,111)
  Adjustment to reconcile net loss to net
      cash provided by operating activities:
     Loss in fair value of investment in
      derivative and hedging securities                     907              --             907              --             907
     Loss on sale of derivative securities                  151              --             151              --             151
     Cumulative effect of accounting change                 355              --             355              --             355
     Amortization of financing fees and
        accretion of debt discount                        3,173              --           3,173           4,235           7,408
     Depreciation and amortization                        5,293           2,755           8,048              --           8,048
     Change in operating assets and liabilities          (2,989)           (620)         (3,609)             --          (3,609)
                                                       --------        --------        --------        --------        --------
Net cash (used in) provided by
   operating activities                                    (778)          1,927           1,149              --           1,149
                                                       --------        --------        --------        --------        --------

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              (1,107)           (850)         (1,957)             --          (1,957)
                                                       --------        --------        --------        --------        --------
Net cash used in investing activities                      (857)           (850)         (1,707)             --          (1,707)
                                                       --------        --------        --------        --------        --------

Cash flows from financing activities:
  Repayment on long-term borrowings                        (430)             --            (430)             --            (430)
  Net borrowings on revolving line of
   credit                                                 7,000              --           7,000              --           7,000
  Payments on capital lease and other
   long term obligations                                   (498)             --            (498)             --            (498)
  Decrease in bank overdraft                             (4,054)             --          (4,054)             --          (4,054)
  Other, net                                                 94            (433)           (339)             --            (339)
                                                       --------        --------        --------        --------        --------
Net cash provided by (used in)
   financing activities                                   2,112            (433)          1,679              --           1,679
                                                       --------        --------        --------        --------        --------

Effect of foreign currency
   translation adjustment                                    --              65              65              --              65
                                                       --------        --------        --------        --------        --------
Net increase in cash and cash                               477             709           1,186              --           1,186
   equivalents

Cash and cash equivalents
 at beginning of period                                     171           1,116           1,287              --           1,287
                                                       --------        --------        --------        --------        --------
Cash and cash equivalents
  at end of period                                     $    648        $  1,825        $  2,473        $     --        $  2,473
                                                       ========        ========        ========        ========        ========
</TABLE>


                                       14
<PAGE>   16

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED APRIL 30, 2000

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED APRIL 30, 2000
                                                 ----------------------------------------------------------------------------------
                                                  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                                        $  (31,792)       $ (1,705)       $  (33,497)       $   (5,228)       $  (38,725)
  Adjustment to reconcile net loss to net
      cash provided by operating activities:
     Debt tender and  recapitalization
       Expenses                                       37,230              --            37,230                --            37,230
     Deferred income tax (benefit) expense            (2,640)            267            (2,373)               --            (2,373)
     Write-off of debt offering costs                  2,057              --             2,057             5,043             7,100
     Amortization of financing fees and
        accretion of debt discount                     2,822              --             2,822             3,529             6,351
     Depreciation and amortization                     8,583           2,866            11,449                --            11,449
     Change in operating assets
       and liabilities                                (4,335)         (2,079)           (6,414)           (7,692)          (14,106)
                                                  ----------        --------        ----------        ----------        ----------
Net cash (used in) provided by
   operating activities                               11,925            (651)           11,274            (4,348)            6,926
                                                  ----------        --------        ----------        ----------        ----------

Cash flows from investing activities:
  Proceeds from sale of Circon                       228,000              --           228,000                --           228,000
  Proceeds from sale of investment
    securities                                           884              --               884                --               884
  Payment received on notes                            1,036              --             1,036                --             1,036
  Payment for contract rights                         (2,250)             --            (2,250)               --            (2,250)
  Purchase of property, equipment
    and other assets, net of asset
     acquisitions and business combinations           (4,521)           (373)           (4,894)               --            (4,894)
                                                  ----------        --------        ----------        ----------        ----------
Net cash provided by (used in)
     investing activities                            223,149            (373)          222,776                --           222,776
                                                  ----------        --------        ----------        ----------        ----------

Cash flows from financing activities:
  Net proceeds from the issuance of
     senior subordinated discount notes              110,004              --           110,004                --           110,004
  Repurchase of 10 1/2% senior
     subordinated notes                              (99,995)             --           (99,995)               --           (99,995)
  Increase in long-term borrowings                   260,000              --           260,000                --           260,000
  Repayment on long-term borrowings                       --              --                --          (254,000)         (254,000)
  Net proceeds from the issuance of
      senior discount notes                               --              --                --            50,000            50,000
  Payments on capital lease and other
     long term obligations                              (676)             --              (676)               --              (676)
  Recapitalization of Maxxim                        (443,170)             --          (443,170)          210,809          (232,361)
  Debt tender and recapitalization
     Expenses                                        (37,230)             --           (37,230)               --           (37,230)
  Payment of debt offering costs                     (18,869)             --           (18,869)           (2,461)          (21,330)
  Increase in bank overdraft                             363              --               363                --               363
  Other, net                                            (353)            (37)             (390)               --              (390)
                                                  ----------        --------        ----------        ----------        ----------
Net cash (used in) provided by
   financing activities                             (229,926)            (37)         (229,963)            4,348          (225,615)
                                                  ----------        --------        ----------        ----------        ----------

Effect of foreign currency
   translation adjustment                                 --            (136)             (136)               --              (136)
                                                  ----------        --------        ----------        ----------        ----------
Net increase (decrease) in cash and cash
   Equivalents                                         5,148          (1,197)            3,951                --             3,951

Cash and cash equivalents
 at beginning of period                                  474           3,566             4,040                --             4,040
                                                  ----------        --------        ----------        ----------        ----------
Cash and cash equivalents
  at end of period                                $    5,622        $  2,369        $    7,991        $       --        $    7,991
                                                  ==========        ========        ==========        ==========        ==========
</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 April 29, 2001 we have separated approximately 448 employees
relating to the restructuring charges taken in fiscal 2000. The remaining
severance benefits of $418,000 will be paid in accordance with plan provisions.

<TABLE>
<CAPTION>
                            BEGINNING                                       ENDING
                             BALANCE       FISCAL 2001     FISCAL 2001      BALANCE
                           OCTOBER 29,      RECORDED          CASH         APRIL 29,
                               2000         EXPENSES        PAYMENTS         2001
                           -----------     -----------     -----------     ---------
                                                (IN THOUSANDS)
                                                 (UNAUDITED)

<S>                        <C>             <C>             <C>             <C>
Severance                     $2,211        $   (696)       $ (1,097)       $  418
Termination benefits             410              --            (133)          277
Plant closure expenses         1,523             696          (1,347)          872
                              ------        --------        --------        ------
                              $4,144        $     --        $ (2,577)       $1,567
                              ======        ========        ========        ======
</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           Six Months Ended
                                                         -----------------------     -----------------------
                                                         April 29,     April 30,     April 29,     April 30,
                                                           2001          2000          2001          2000
                                                         ---------     ---------     ---------     ---------

<S>                                                      <C>           <C>           <C>           <C>
Net sales                                                  100.0%        100.0%        100.0%        100.0%
Cost of sales                                               76.1          77.4          76.0          76.5
                                                          ------        ------        ------        ------
Gross profit                                                23.9          22.6          24.0          23.5
Selling, general and administrative expenses                17.3          19.3          17.4          18.8
Restructure charges and transition expenses                   --           0.7            --           0.7
                                                          ------        ------        ------        ------
Income from operations                                       6.6           2.6           6.6           4.0
Interest expense                                            (9.7)         (9.3)        (10.6)         (9.2)
Other income (expense), net                                 (0.6)         (1.6)         (0.6)         (0.9)
Recapitalization expenses                                     --          (0.1)           --          (7.5)
                                                          ------        ------        ------        ------
Loss from continuing operation before income
   tax                                                      (3.7)         (8.4)         (4.6)        (13.6)
Income taxes benefit                                          --          (2.8)           --          (2.7)
                                                          ------        ------        ------        ------
Loss from continuing operations                             (3.7)         (5.6)         (4.6)        (10.9)
Income from discontinued operations,
   net of tax                                                 --            --            --            --
                                                          ------        ------        ------        ------
Loss before extraordinary item                              (3.7)         (5.6)         (4.6)        (10.9)
Extraordinary item - loss related to early
  retirement of debt, net of tax                              --            --            --          (4.4)
                                                          ------        ------        ------        ------
Loss before cumulative effect of change in
   accounting principle                                     (3.7)         (5.6)         (4.6)        (15.3)
Cumulative effect of change in accounting principle           --            --          (0.1)           --
                                                          ------        ------        ------        ------
Net loss                                                    (3.7)%        (5.6)%        (4.7)%       (15.3)%
                                                          ======        ======        ======        ======
</TABLE>

         Net sales - Net sales for the second fiscal quarter of 2001 were $134.3
million compared to $130.8 million in the second fiscal quarter of 2000. The
2.7% increase in sales quarter over quarter is primarily the result of the
following factors: an increase in custom procedure tray sales to $82.7 million
for the second quarter of fiscal 2001 from $77.1 million for the second quarter
of fiscal 2000 due to sales conversions from a large group purchasing
organization contract obtained in fiscal 2000; a slight decline in medical glove
sales to $21.2 million in the second quarter of fiscal 2001 from $21.8 million
in the comparable quarter of fiscal 2000; and a decline in all our other product
sales to $30.4 million in the second quarter of fiscal 2001 from $31.9 million
in the second quarter of fiscal 2000. Net sales for the six months ended April
29, 2001 were $257.8 million compared to $253.6 million in the first six months
of fiscal 2000. The 1.7% increase in sales period over period is primarily the
result of the following factors: an increase in custom procedure tray sales to
$158.1 million for the six months ended April 29, 2001 from $146.6 million in
the comparable period of fiscal 2000 due to sales conversions from a large group
purchasing organization contract obtained in fiscal 2000; a decline in medical
glove sales to $42.0 million in the six months ended April 29, 2001 from $45.3
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 $57.7 million in the six
months ended April 29, 2001 from $61.7 million in the comparable period of
fiscal 2000.


                                       17
<PAGE>   19

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

         Gross profit - Gross profit increased to $32.1 million or 23.9% of net
sales in the second quarter of fiscal 2001 from $29.5 million or 22.6% of net
sales reported in the second quarter of fiscal 2000. For the six month period
ended April 29, 2001, gross profit was $61.8 million or 24.0% of net sales in
fiscal 2001 versus $59.5 million or 23.5% 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 and $1.5 million in the second 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. Excluding these one-time items, we experienced a period over period
decline in custom procedure tray margin primarily caused by the pricing terms
of a large group purchasing organization contract obtained in fiscal year 2000.

         Selling, general and administrative expenses - Selling, general and
administrative expenses declined to $23.2 million or 17.3% of net sales in the
second quarter of fiscal 2001 from $25.3 million or 19.3% of net sales in the
second quarter of fiscal 2000. For the six month period ended April 29, 2001,
selling, general and administrative expenses declined to $44.8 million or 17.4%
of net sales in fiscal 2001 from $47.8 million or 18.8% of net sales in the
comparable period of fiscal 2000. This 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 six months
of fiscal 2000, we recorded charges of $0.3 million in severance costs and $1.4
million of other transition expenses related to the closing of one of our glove
plants.

         Income from operations - Income from operations for the second quarter
of fiscal 2001 was $8.9 million or 6.6% of net sales, compared to $3.4 million
or 2.6% of net sales in the second quarter of fiscal 2000. Income from
operations for the six months ended April 29, 2001 was $17.0 million or 6.6% of
net sales, compared to $10.1 million or 4.0% of net sales in the comparable
period of fiscal 2000.

         Interest expense - Interest expense increased to $13.1 million in the
second quarter of fiscal 2001 from $12.1 million reported in the second quarter
of fiscal 2000. Interest expense increased to $27.2 million in the six months
ended April 29, 2001 from $23.4 million reported in the comparable period of
fiscal 2000. The Company incurred cash interest expense of $8.4 million and
$8.7 million in the quarters ended April 29, 2001 and April 30, 2000,
respetively. In the six months ended April 29, 2001 and April 30, 2000, the
Company incurred $18.9 million and $17.2 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 $18.9 million
were recorded in the first half 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 six months ended April 29, 2001. Our effective tax rate for
the six months ended April 30, 2000 was a benefit of 20.0%. The tax benefit rate
for April 30, 2000 is lower than the statutory rate due to nondeductible
goodwill amortization and recapitalization expenses.

         Loss from continuing operations - As a result of the foregoing, we
reported a loss from continuing operations of $5.0 million in the second quarter
of fiscal 2001 versus $7.3 million in the second quarter of fiscal 2000. We
reported a loss from continuing operations of $11.8 million in the six months
ended April 29, 2001 versus $27.7 million in the comparable period of fiscal
2000.

         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.


                                       18
<PAGE>   20

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

         Extraordinary item - In connection with the recapitalization, we
consummated 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 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 $5.0
million for the second quarter of fiscal 2001 versus $7.3 million in the second
quarter of fiscal 2000. We reported a loss of $12.1 million for the six months
ended April 29, 2001 versus $38.7 million in the comparable period of fiscal
2000.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities was $1.1 million in the six
months ended April 29, 2001 versus $6.9 million in the comparable period of
fiscal 2000. Net cash from operating activities was negatively impacted in the
first half 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 first half of fiscal 2000 due to increases in inventory,
accounts receivable, and income tax receivable and a decline in accrued
expenses.

         Cash flows used by investing activities were $1.7 million in the first
half of fiscal 2001 while cash flows generated in investing activities were
$222.8 in the first half of 2000. The sale of Circon as part of the
recapitalization provided $228 million in the first quarter of fiscal 2000.
Capital expenditures totaled $2.0 million and $4.9 million in first half of
fiscal 2001 and 2000, respectively.

         Cash flows provided from financing activities was $1.7 million in the
first half of fiscal 2001 while cash flows used in financing activities was
$225.6 million in the first half of fiscal 2000. In the six months ended April
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
quarter of fiscal 2000: $100.0 million for Maxxim's 10 1/2% senior subordinated
notes, $254.0 million for the outstanding balance on Maxxim's previous credit
facility, $20.6 million for debt offering costs and $37.0 million for debt
tender and recapitalization expenses. In addition, the net impact from the
repurchase of outstanding stock and options and proceeds from the issuance of
new common stock in accordance with the provisions of the recapitalization was
the payment of $232.4 million in the six months ended April 30, 2000.

         At April 29, 2001, our balance sheet included net goodwill of $109.0
million. The majority of this balance represents goodwill from the acquisitions
of Winfield Medical and Sterile Concepts. Maxxim acquired Winfield Medical in
June 1998. Unamortized goodwill from the Winfield acquisition totaled $21.5
million at April 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 $75.8 million at April 29, 2001, and
represented 69.6% of net goodwill as of that date. The remaining $11.7 million
of unamortized goodwill at April 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 six months ended April 29, 2001, and April 30, 2000, were $2.1
million and $2.6 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.


                                       19
<PAGE>   21

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

         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 April 29, 2001, the Company had $7.0 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.

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.


                                       20
<PAGE>   22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK- (CONTINUED)

         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 April 29, 2001.

PART II. OTHER INFORMATION

Items 1, 2, 4 and 5 for which provision is made in the applicable regulations of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.

Item 3. LEGAL PROCEEDINGS

         Other litigation- In September 2000, certain former employees brought a
lawsuit in state court in Florida. The plaintiffs therein allege various common
law and statutory causes of action arising out of the termination of their
employment following our November 1999 recapitalization. A related lawsuit based
on the same events has been brought in state court in Harris County, Texas by
one of our directors. We have denied the allegations of these lawsuits and have
moved successfully to stay the Florida action and to compel arbitration of the
underlying dispute, as is required by the former employees' employment
agreements with the Company.

Item 6. EXHIBITS AND REPORTS

         (a) Exhibits

                  None.

         (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:  6/13/01                 By: /s/ Akbar Naderi
     -----------                   --------------------------------------------
                                   Akbar Naderi
                                   Vice Chairman and President
                                   (principal executive officer)


Date:  6/13/01                 By: /s/ Mark S. Sellers
     -----------                   --------------------------------------------
                                   Mark S. Sellers
                                   Vice Chairman and Chief Financial Officer
                                   (principal financial officer)


                                       22