<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
1997
FORM 10 - Q
For the Fiscal
THIRD QUARTER
Ended September 27, 1997
Quarterly Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
MOORE MEDICAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8903
(State of incorporation) (Commission File Number)
P.O. BOX 1500, NEW BRITAIN, CT 06050 22-1897821
(Address of principal executive offices) (I.R.S. Employer
Identification Number)
860-826-3600
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Common Stock ($.01 Par Value) American Stock Exchange
(Title of Each Class) (Name of each exchange
on which registered)
- --------------------------------------------------------------------------------
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 Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ ------
2,926,704
Number of shares of Common Stock outstanding as of November 5, 1997.
Total number of pages in the numbered original is 12
This is page 1 of 12 pages.
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MOORE MEDICAL CORP.
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at the end of the third quarter of
1997 and at the end of the year 1996................ 3
Statements of Operations for the third quarters
of 1997 and 1996....................................... 4
Statements of Operations for the first three quarters
of 1997 and 1996.................................... 5
Statements of Cash Flows for the first three quarters
of 1997 and 1996.................................... 6
Notes to Financial Statements.......................... 7-8
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition................. 9-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................... 12
Signatures..................................................... 12
</TABLE>
2
<PAGE>
MOORE MEDICAL CORP.
Balance Sheets at end of
<TABLE>
<CAPTION>
Amounts in thousands THIRD QUARTER 1997 YEAR 1996
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash $ 5 $ 16
Accounts receivable, less allowances
of $351 and $626......................... 28,731 25,761
Inventories................................. 34,488 43,828
Prepaid expenses and other current assets... 4,744 4,117
Deferred income taxes....................... 2,166 2,356
------- -------
Total Current Assets.................. 70,134 76,078
------- -------
NONCURRENT ASSETS
Equipment and leasehold improvements, net... 3,860 4,411
Other assets................................ 1,250 1,052
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Total Noncurrent Assets............... 5,110 5,463
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$75,244 $81,541
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable............................ $25,849 $27,071
Accrued expenses............................ 5,869 6,022
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Total Current Liabilities............. 31,718 33,093
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DEFERRED INCOME TAXES.......................... 368 346
REVOLVING CREDIT FINANCING..................... 16,288 22,726
SHAREHOLDERS' EQUITY
Preferred stock - no shares outstanding..... -- --
Common stock - $.01 par value;
5,000 shares authorized;
3,246 shares issued...................... 33 32
Capital in excess of par value.............. 21,765 21,692
Retained earnings........................... 8,034 6,709
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29,832 28,433
Less treasury shares, at cost, 323 and 343
shares................................... (2,962) (3,057)
------- -------
Total Shareholders' Equity............ 26,870 25,376
------- -------
$75,244 $81,541
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
MOORE MEDICAL CORP.
Statements of Operations for the
<TABLE>
<CAPTION>
Amounts in thousands, except per share data THIRD QUARTER
-----------------------------
1997 1996
(Unaudited)
<S> <C> <C>
Net sales................................... $71,660 $67,610
Cost of products sold....................... 60,066 56,845
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Gross profit................................ 11,594 10,765
Selling, general & administrative expenses.. 10,028 9,457
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Operating income............................ 1,566 1,308
Interest expense, net....................... 433 416
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Income before income taxes.................. 1,133 892
Income tax provision........................ 403 312
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Net income.................................. $ 730 $ 580
======= =======
Net income per share........................ $.25 $.20
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
MOORE MEDICAL CORP.
Statements of Operations for the
<TABLE>
<CAPTION>
Amounts in thousands, except per share data FIRST THREE QUARTERS
----------------------
1997 1996
(Unaudited)
<S> <C> <C>
Net sales................................... $229,740 $216,283
Cost of products sold....................... 195,579 184,139
-------- --------
Gross profit................................ 34,161 32,144
Selling, general & administrative expenses.. 29,825 27,899
Unusual item................................ 800 -
-------- --------
Operating income............................ 3,536 4,245
Interest expense, net....................... 1,472 1,395
-------- --------
Income before income taxes.................. 2,064 2,850
Income tax provision........................ 738 996
-------- --------
Net income.................................. $ 1,326 $ 1,854
======== ========
Net income per share........................ $.45 $.64
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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MOORE MEDICAL CORP.
Statements of Cash Flows for the
<TABLE>
<CAPTION>
Amounts in thousands FIRST THREE QUARTERS
-----------------------
1997 1996
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................. $ 1,326 $ 1,854
Adjustments to reconcile net income to
net cash flows provided by operating
activities
Depreciation and amortization......... 1,128 1,271
Deferred income taxes................. 212 (42)
Changes in operating assets and
liabilities
Accounts receivable.................. (2,970) (2,886)
Inventories.......................... 9,340 3,937
Other current assets................. (627) (373)
Accounts payable..................... (1,222) (1,273)
Other current liabilities............ (301) (300)
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Net cash flows provided by
operating activities................ 6,886 2,188
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CASH FLOWS FROM INVESTING ACTIVITIES
Equipment and leasehold improvements.. (577) (915)
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Net cash flows used in investing
activities........................... (577) (915)
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CASH FLOWS FROM FINANCING ACTIVITIES
Revolving credit financing (decrease)
net................................. (6,438) (1,349)
Other, net............................. 118 61
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Net cash flows (used in)
financing activities............... (6,320) (1,288)
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(Decrease) in cash.......................... (11) (15)
Cash at beginning of period................. 16 39
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CASH AT END OF PERIOD....................... $ 5 $ 24
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
MOORE MEDICAL CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The accompanying financial statements should be read in conjunction with the
Notes to Financial Statements and Management's Discussion and Analysis of
Results of Operations and Financial Condition included in the Company's 1996
Annual Report filed on Form 10-K and in this Form 10-Q Report.
In the opinion of management, all adjustments necessary for a fair presentation
of the results for the interim periods have been made. The results of
operations for the third quarter and first three quarters are not necessarily
indicative of the results to be expected for the full year. The fiscal quarters
ended September 27, 1997 and September 28, 1996.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
NOTE 2--BUSINESS DEVELOPMENT
On October 22, 1997, the Company announced that the Board of Directors has
concluded, after evaluating alternatives for enhancing shareholder value, that
it will restructure the Company by exiting the wholesale drug distribution
business, which has experienced increased competition and shrinking gross
margins. The restructuring will allow the Company to concentrate on its more
profitable and fast growing health-care practitioner business, in which the
Company sells primarily medical/surgical supplies to over 100,000 customers
nationwide. The remaining health-care practitioner business will exceed $100
million in sales in 1997, representing an approximate 20% growth over the
previous year. For the first three quarters of 1997, the Company's wholesale
drug distribution business generated 65% of total Company net sales, with gross
margins of 6.2%, while the health-care practitioner business generated 35% of
total Company net sales, with gross margins of 31.1%. Selling, general and
administrative expenses were significantly higher in amount and as a percent of
sales for the health-care practitioner business than for the wholesale drug
distribution business and correlated more closely with the amount of gross
profit than with sales. Although these expenses will decrease for the Company
as a result of the restructuring, the remaining health-care practitioner
business will bear fixed expenses previously shared with the wholesale drug
distribution business.
In connection with exiting the wholesale drug distribution business, management
expects to incur non-recurring costs, expenses and restructuring charges in the
fourth quarter of 1997 and the first quarter of 1998 totaling approximately $4
million to $6 million.
7
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NOTE 3 - CONTINGENCIES
Beginning in 1991, the Company entered into various supply contracts with the
U.S. Department of Veterans Affairs and the Defense Department. In April 1997,
the Company completed a review of its compliance with various pricing provisions
of these contracts and, with the assistance of special legal counsel, has
concluded that adjustments may be due to the federal agencies for potential
unasserted claims against the Company relating to pricing deficiencies under
product supply contracts subject to General Services Administration and
Department of Defense regulations. Management has assessed its estimated
liability, and has commenced discussion of the identified pricing issues with
appropriate government authorities. The ultimate resolution of this matter
potentially could involve purchase price adjustments and associated legal costs
estimated to be $3.8 million. The Company established a reserve for this amount
in December, 1996. In management's opinion, the ultimate resolution of this
matter will not have a material adverse effect on the Company's financial
position. Although management believes that the reserve is sufficient, it is
possible the final resolution could exceed such reserve and could have a
material impact on the statement of operations and cash flow in such period.
NOTE 4 - UNUSUAL ITEM
The "unusual item" consists of charges to earnings of $800,000 in the first half
of 1997 in connection with exiting supply contracts with the U.S. government.
These charges are primarily for write-offs and write-downs of product returns
and for severance pay to terminated employees. Without these charges, earnings
per share would have been $.63 for the first three quarters.
NOTE 5 - NET INCOME PER SHARE
Net income per share of common stock is based on the weighted average number of
common shares outstanding (adjusted for dilutive common stock options), which
was 2,927,000 shares and 2,912,000 shares in the third quarters of 1997 and
1996, respectively, and 2,922,000 shares and 2,913,000 shares in the first three
quarters of 1997 and 1996, respectively.
8
<PAGE>
MOORE MEDICAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
OVERVIEW
- --------
The following table sets forth items included in the Statements of Operations as
a percentage of sales for the third quarter and first three quarters of 1997 and
1996, respectively. The table also shows, for each line item, the percentage
change in the 1997 periods from the comparable 1996 periods.
<TABLE>
<CAPTION>
Third Quarter First Three Quarters
------------------------------------------- --------------------------------------
% of Sales % % of Sales %
------------------------- ------------ ---------------------------- --------
1997 1996 Change 1997 1996 Change
---------- ---------- ------------ ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Net sales......................... 100.0% 100.0% 6% 100.0% 100.0% 6%
Cost of products sold............. 83.8 84.1 6 85.1 85.1 6
----- ----- ----- -----
Gross profit...................... 16.2 15.9 8 14.9 14.9 6
Selling, general & admin. exp..... 14.0 14.0 6 13.0 12.9 7
Unusual item...................... - - - 0.4 - -
----- ----- ----- -----
Operating income.................. 2.2 1.9 20 1.5 2.0 (17)
Interest expense, net............. 0.6 0.6 4 0.6 0.7 6
----- ----- ----- -----
Income before income taxes........ 1.6 1.3 27 0.9 1.3 (26)
Income tax provision.............. 0.6 0.5 - 0.3 0.5 -
----- ----- ----- -----
Net income........................ 1.0% 0.8% 25% 0.6% 0.8% (27)%
===== ===== == ===== ===== =====
</TABLE>
RESULTS OF OPERATIONS
- ----------------------
THIRD QUARTER
1997 COMPARED WITH 1996
- -----------------------
Net sales for the third quarter of 1997 increased 6% to $71,660,000, from
$67,610,000 in the third quarter of 1996. Sales of brand-name pharmaceuticals
increased 28%, sales of generic pharmaceuticals decreased 34% and sales of
medical/surgical supplies increased 11%. The decrease in sales of generic
pharmaceuticals was due to price deflation, exiting the government supply
contract business and loss of pharmacy customers. Growth in sales to health-
care practitioner customers accounted for the sales increase in medical/surgical
supplies. Management estimates that the 19-day strike at United Parcel Service
in the third quarter of 1997 reduced sales by more than $1 million during the
quarter.
9
<PAGE>
The gross margin rate of 16.2% in the third quarter of 1997 was slightly higher
than the 15.9% rate in the third quarter of 1996. Gross profit dollars
increased 8% in the third quarter of 1997 to $11.6 million from $10.8 million in
the third quarter of 1996. The increased gross profit resulted from greater
gross profits on increased sales of medical/surgical supplies and brand-name
pharmaceuticals, which more than offset decreased gross profits on lower sales
of generic pharmaceuticals.
Selling, general and administrative expenses during the third quarter of 1997
increased 6% from the comparable quarter of 1996. The largest increase in
expenses resulted from enlarging the sales staff. In addition, freight expenses
increased in the 1997 quarter.
Interest expense for the 1997 quarter increased slightly from the 1996 quarter.
The effect on interest expense of higher interest rates for the 1997 quarter was
mostly offset by decreased debt levels in the 1997 quarter.
Net income and earnings per share for the 1997 quarter increased 25% from the
third quarter of 1996 due to gross profit increasing more than the increase in
selling, general and administrative expenses. Management estimates that the
strike at United Parcel Service reduced earnings per share by approximately $.08
for the third quarter of 1997.
FIRST THREE QUARTERS
1997 COMPARED WITH 1996
- -----------------------
Net sales for the first three quarters of 1997 increased 6% to $229,740,000 from
$216,283,000 in the first three quarters of 1996. Sales of brand-name
pharmaceuticals increased 24%, sales of generic pharmaceuticals decreased 31%
and sales of medical/surgical supplies increased 14%. The decrease in sales of
generic pharmaceuticals was due to price deflation, exiting the government
supply contract business and loss of pharmacy customers. Growth in sales to
health-care practitioner customers accounted for the sales increase in
medical/surgical supplies.
For the first three quarters of 1997 gross profit dollars increased 6%. The
increased gross profit resulted from greater gross profits on increased sales of
medical/surgical supplies and brand-name pharmaceuticals, which more than offset
decreased gross profits on lower sales of generic pharmaceuticals.
Selling, general and administrative expenses during the first three quarters of
1997 increased 7% compared with the first three quarters of 1996. The largest
increase in expenses resulted from enlarging the sales staff. In addition,
freight expenses increased in the 1997 period.
Interest expense during the first three quarters of 1997 increased 6% compared
with the first three quarters of 1996 due to higher interest rates.
10
<PAGE>
The $800,000 or $.18 per share "unusual item" for the first three quarters of
1997 consists of a non-recurring charge to earnings taken in the first half of
1997 for estimated liabilities in connection with exiting supply contracts with
the U.S. government. The costs are for losses on product returns and for
severance pay to terminated employees.
Net income and earnings per share for the first three quarters of 1997
decreased approximately 30% due primarily to the charges associated with the
decision to exit the government supply contract business. Without these
charges, earnings per share would have been $.63 for the first three quarters of
1997, compared to $.64 for the first three quarters of 1996. Management
estimates that the strike at United Parcel Service reduced earnings per share by
approximately $.08 for the 1997 period.
FINANCIAL CONDITION
- -------------------
During the first three quarters of 1997, net cash flow from operating activities
of $6.9 million was used primarily to reduce revolving credit financing by $6.4
million. Cash sources from operating activities consisted of $1.3 million in
net income, $1.3 million in non-cash expense items reflected in net income and a
$9.3 million reduction in inventories. Somewhat offsetting these sources of cash
were uses from operations consisting of a $3.0 million increase in accounts
receivable, a $1.2 million decrease in accounts payable and a net change in
prepaid/accrued expenses and other current assets of $0.9 million. The increase
in accounts receivable was due to higher sales in the third quarter of 1997 than
in the fourth quarter of 1996. The decrease in inventories and the related
decrease in accounts payable were attributable to a decrease in inventory
position buying of brand-name pharmaceuticals and to inventory management.
The Company's present bank financing agreement, provides a $25 million revolving
line of credit through December, 1999. The facility provides for funding
limited by a formula using accounts receivable balances and inventory levels as
the primary variables. Interest on loans is charged at the prime rate or, at
the option of the Company, at the Eurodollar rate plus a rate in a range of 1%
to 2% depending on the financial leverage of the Company. In addition, the
Company pays a 1/4% commitment fee on the unused line of credit. Substantially
all assets of the Company have been pledged as collateral and the agreement
contains covenants and restrictions relating to asset protection, financial
condition, dividends, investments, acquisitions and certain other matters.
During the fourth quarter of 1997 and first quarter of 1998, in connection with
restructuring the Company's business (See Note 2 to Financial Statements),
management plans to use the cash generated from exiting the wholesale drug
distribution business to reduce debt. After the restructuring, management
estimates its debt requirements for the remaining business will range during
1998 from a high of $5 million to a low of zero. Management anticipates that the
Company will not be in
11
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compliance with certain financial covenants of its financing agreement at the
end of 1997 due to the fourth quarter non-recurring costs and expenses
associated with restructuring the Company. At that time, management expects to
successfully negotiate amendments to the bank financing agreement to more
appropriately serve the needs of the Company.
Management believes that the funding needs of the Company for operating working
capital and equipment purchases will continue to be met through income from
operations and financing under its line of credit.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. This Form 10-Q contains forward-looking statements that involve risks and
uncertainties, including but not limited to, projections of future sales, gross
profits and costs and expenses and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings.
PART II. OTHER INFORMATION
-----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
None.
(b) Reports on Form 8-K
-------------------
No report on Form 8-K was filed during the quarter.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
MOORE MEDICAL CORP.
(REGISTRANT)
By: /s/ John A. Murray By: /s/ Victor H. Emerson, Jr.
------------------------------------- -----------------------------------
John A. Murray Victor H. Emerson, Jr.
Vice President - Finance and Controller and Chief
Chief Financial Officer Accounting Officer
November 12, 1997 November 12, 1997
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> SEP-27-1997
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 29,082
<ALLOWANCES> 351
<INVENTORY> 34,488
<CURRENT-ASSETS> 70,134
<PP&E> 14,662
<DEPRECIATION> (10,802)
<TOTAL-ASSETS> 75,244
<CURRENT-LIABILITIES> 31,718
<BONDS> 0
0
0
<COMMON> 33
<OTHER-SE> 26,837
<TOTAL-LIABILITY-AND-EQUITY> 75,244
<SALES> 71,660
<TOTAL-REVENUES> 71,660
<CGS> 60,066
<TOTAL-COSTS> 60,066
<OTHER-EXPENSES> 10,028
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 433
<INCOME-PRETAX> 1,133
<INCOME-TAX> 403
<INCOME-CONTINUING> 730
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 730
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
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