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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
1998
FORM 10 - Q
For the Fiscal
SECOND QUARTER
Ended July 4, 1998
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
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2,933,086
Number of shares of Common Stock outstanding as of August 3, 1998.
Total number of pages in the numbered original is 13
This is page 1 of 13 pages.
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MOORE MEDICAL CORP.
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at the end of the second
quarter of 1998 and at the end of the year 1997....... 3
Statements of Operations for the second
quarters of 1998 and 1997............................. 4
Statements of Operations for the first
two quarters of 1998 and 1997......................... 5
Statements of Cash Flows for the first
two quarters of 1998 and 1997......................... 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 4. Submission of Matters to a Vote of Security Holders.... 13
Item 6. Exhibits and Reports on Form 8-K....................... 13
Signatures..................................................... 13
2
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<TABLE>
<CAPTION>
MOORE MEDICAL CORP.
Balance Sheets at end of
- ---------------------------------------------------------------------------------------------------
Amounts in thousands SECOND QUARTER 1998 YEAR 1997
(Unaudited)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash............................................... $ 438 $ 54
Accounts receivable, less allowances
of $344 and $891................................ 11,025 15,212
Inventories........................................ 15,188 13,416
Prepaid expenses and other current assets.......... 2,588 2,960
Deferred income taxes.............................. 3,354 3,354
------- -------
Total Current Assets......................... 32,593 34,996
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NONCURRENT ASSETS
Equipment and leasehold improvements, net.......... 4,437 3,511
Other assets....................................... 474 696
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Total Noncurrent Assets...................... 4,911 4,207
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$37,504 $39,203
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable................................... $ 6,351 $ 9,053
Accrued expenses................................... 7,130 5,801
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Total Current Liabilities.................... 13,481 14,854
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DEFERRED INCOME TAXES................................. 214 214
REVOLVING CREDIT FINANCING............................ -- 1,512
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..................... 21,667 21,644
Retained earnings.................................. 4,902 3,788
------- -------
26,602 25,464
Less treasury shares, at cost, 313 and 319
shares.......................................... (2,793) (2,841)
------- -------
Total Shareholders' Equity................... 23,809 22,623
------- -------
$37,504 $39,203
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</TABLE>
The accompanying notes are an integral part of the financial statements.
3
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<TABLE>
<CAPTION>
MOORE MEDICAL CORP.
Statements of Operations for the
- --------------------------------------------------------------------------------
Amounts in thousands, except per share data SECOND QUARTER
-------------------------
1998 1997
(Unaudited)
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<S> <C> <C>
Net sales................................... $30,042 $77,038
Cost of products sold....................... 20,685 65,687
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Gross profit................................ 9,357 11,351
Selling, general & administrative expenses.. 8,250 10,413
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Operating income............................ 1,107 938
Interest (income) expense, net.............. (18) 522
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Income before income taxes.................. 1,125 416
Income tax provision........................ 416 150
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Net income.................................. $ 709 $ 266
======= =======
Basic and diluted net income per share...... $.24 $.09
======= =======
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</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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MOORE MEDICAL CORP.
Statements of Operations for the
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amounts in thousands, except per share data FIRST TWO QUARTERS
-----------------------
1998 1997
(Unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C>
Net sales................................... $60,981 $158,080
Cost of products sold....................... 42,286 135,513
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Gross profit................................ 18,695 22,567
Selling, general & administrative expenses.. 16,951 20,597
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Operating income............................ 1,744 1,970
Interest (income) expense, net.............. (24) 1,039
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Income before income taxes.................. 1,768 931
Income tax provision........................ 654 335
------- --------
Net income.................................. $ 1,114 $ 596
======= ========
Basic and diluted net income per share...... $.38 $.20
======= ========
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</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
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<TABLE>
<CAPTION>
Amounts in thousands FIRST TWO QUARTERS
----------------------
1998 1997
(Unaudited)
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<S> <C> <C>
Cash Flows From Operating Activities
Net income........................................ $ 1,114 $ 596
Adjustments to reconcile net income to
net cash flows provided by operating activities
Depreciation and amortization.................... 613 755
Deferred income taxes............................ -- 227
Changes in operating assets and
liabilities
Accounts receivable............................. 4,187 (1,760)
Inventories..................................... (1,772) 9,794
Other current assets............................ 372 (220)
Accounts payable................................ (2,702) (5,795)
Other current liabilities....................... 1,559 (617)
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Net cash flows provided by
operating activities........................... 3,371 2,980
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CASH FLOWS FROM INVESTING ACTIVITIES
Equipment and leasehold improvements............ (1,539) (545)
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Net cash flows used in investing activities.. (1,539) (545)
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CASH FLOWS FROM FINANCING ACTIVITIES
Revolving credit financing decrease, net........ (1,512) (2,536)
Other, net...................................... 64 90
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Net cash flows used in financing activities.. (1,448) (2,446)
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Increase (decrease) in cash........................ 384 (11)
Cash at beginning of period........................ 54 16
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CASH AT END OF PERIOD.............................. $ 438 $ 5
======= =======
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</TABLE>
The accompanying notes are an integral part of the financial statements.
6
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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 1997 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 second quarter and first two quarters are
not necessarily indicative of the results to be expected for the full
year. The fiscal quarters ended July 4, 1998 and June 28, 1997.
NOTE 2 - BASIC AND DILUTED NET INCOME PER SHARE
In the fourth quarter of 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share," for all periods
presented. Basic earnings per share computations are determined based on
the weighted average number of shares outstanding during the period which
was 2,932,000 shares and 2,924,000 shares in the second quarters of 1998
and 1997, respectively, and 2,931,000 shares and 2,916,000 shares in the
first two quarters of 1998 and 1997, respectively. The effect of the
exercise and conversion of all securities, including stock options are
included in the diluted earnings per share calculation.
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, 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.
In the fourth quarter of 1996, the Company established a $3.8 million
reserve for estimated pricing deficiency liabilities and associated legal
costs. At the end of the second quarter of 1998, the reserve balance was
$3.3 million. The final amount of the pricing deficiency adjustment is
subject to the outcome of contract settlement
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NOTE 3 - CONTINGENCIES (CONTINUED)
discussions which the Company has requested with the governmental
agencies or to an adjudicated disposition. 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.
8
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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 second quarter and first two quarters of 1998 and
1997, respectively. The table also shows, for each line item, the percentage
change in the 1998 periods from the comparable 1997 periods.
<TABLE>
<CAPTION>
Second Quarter First Two Quarters
------------------------------------------ -------------------------------------------
% of Sales % % of Sales %
--------------------------- ------------ --------------------------- ------------
1998 1997 Change 1998 1997 Change
------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net sales......................... 100.0% 100.0% (61)% 100.0% 100.0% (61)%
Cost of products sold............. 68.9 85.3 (69) 69.3 85.7 (69)
----- ----- ----- -----
Gross profit...................... 31.1 14.7 (18) 30.7 14.3 (17)
Selling, general & admin. exp..... 27.4 13.5 (21) 27.8 13.0 (18)
----- ----- ----- -----
Operating income.................. 3.7 1.2 18 2.9 1.3 (11)
Interest (income) expense, net.... - 0.7 (103) - 0.7 (102)
----- ----- ----- -----
Income before income taxes........ 3.7 0.5 170 2.9 0.6 90
Income tax provision.............. 1.3 0.2 178 1.1 0.2 95
----- ----- ----- -----
Net income........................ 2.4% 0.3% 167% 1.8% 0.4% 87%
===== ===== ==== ===== ===== ====
</TABLE>
RESULTS OF OPERATIONS
- ----------------------
1998 PERIODS COMPARED WITH 1997 PERIODS
- ---------------------------------------
In the fourth quarter of 1997, the Company exited from its wholesale drug
distribution business to concentrate on its remaining and more profitable
healthcare practitioner business. The wholesale drug distribution business
generated approximately 60% of the Company's 1997 sales, while the remaining
healthcare practitioner business generated approximately 40% of its sales.
Sales by quarter in 1997 of the healthcare practitioner business were $24.7
million, $27.5 million, $31.4 million and $29.3 million in the first, second,
third and fourth quarters, respectively.
9
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SECOND QUARTER
1998 Compared with 1997
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Net sales of $30.0 million for the second quarter of 1998 decreased 61% from the
same quarter of 1997 due to the withdrawal from the wholesale drug distribution
business. Sales of pharmaceuticals decreased 87% and sales of medical/surgical
supplies increased slightly. Sales of the healthcare practitioner business for
the 1998 quarter were 9% higher than sales for this business in the comparable
quarter of 1997.
For the 1998 quarter, gross profit dollars decreased 18% to $ 9.4 million. The
gross profit margin rate in the 1998 quarter increased to 31.1% of sales from
14.7% in the same quarter a year earlier. Gross profit margins are higher in
the healthcare practitioner market than in the wholesale drug market.
Selling, general and administrative expenses in the second quarter of 1998
decreased 21% from the quarter a year ago. The decrease is primarily
attributable to reductions in staff, freight expense and other variable expenses
previously associated with the wholesale drug distribution business. In the
1997 second quarter, a pre-tax charge of $580,000 was taken in connection with
exiting various federal government supply contracts.
The 1998 quarter benefited significantly from a $540,000 change in interest
charges, due to significant positive cash flows from exiting the wholesale drug
distribution business which positioned the Company with no debt and positive
cash balances during the 1998 quarter.
Net income for the 1998 quarter increased 167%. A decrease in gross profit was
more than offset by decreases in selling, general and administrative expenses
and interest expense. The decrease in expense associated with the 1997 charge
related to exiting federal government supply contracts accounts for most of the
increase in net income from the 1997 quarter to the 1998 quarter. Net income in
the 1998 second quarter was not affected by any revenues or expenses of the
former wholesale drug distribution business.
FIRST TWO QUARTERS
1998 Compared with 1997
- -----------------------
Net sales for the first half of 1998 decreased 61% to $61.0 million from $158.1
million in the comparable 1997 period due to the withdrawal from the wholesale
drug distribution business. Sales of pharmaceuticals decreased 87% and sales of
medical/surgical supplies increased 6%. Sales of the healthcare practitioner
business for the 1998 first half were 15% higher than sales for this business in
the comparable period of 1997.
10
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For the 1998 first half, gross profit dollars decreased 17% to $ 18.7 million.
The gross profit margin rate in the 1998 half increased to 30.7% of sales from
14.3% in the same period a year earlier. Gross profit margins are higher in the
healthcare practitioner market than in the wholesale drug market.
Selling, general and administrative expenses during the first half of 1998
decreased 18% compared with the first half of 1997. The decrease is primarily
attributable to reductions in staff, freight expense and other variable expenses
previously associated with the wholesale drug distribution business. In the
1997 first half, a pre-tax charge of $800,000 was taken in connection with
exiting various federal government supply contracts.
The 1998 first half benefited significantly from a $1,063,000 change in interest
charges, due to significant positive cash flows from exiting the wholesale drug
distribution business which positioned the Company with no debt and positive
cash balances during most of the 1998 first half.
Net income for the first half of 1998 increased 87% as compared to the same 1997
period. A decrease in gross profit was more than offset by decreases in
selling, general and administrative expenses and interest expense. The decrease
in expense associated with the 1997 charge related to exiting federal government
supply contracts accounts for the increase in net income from the 1997 first
half. Net income in the 1998 first half was not affected by any revenues or
expenses of the former wholesale drug distribution business.
FINANCIAL CONDITION
- -------------------
During the first half of 1998, $3.4 million in funds provided by operating
activities were used to pay off the remaining bank debt of $1.5 million, for
capital expenditures of $1.5 million and accounted for an increase of $0.4
million in cash. Operating activities generated cash of $4.2 million from a
decrease in accounts receivable, $1.1 million from net income, $0.6 million from
depreciation and amortization and $1.9 million from a net change in other assets
and liabilities. Operating activities used cash of $1.8 million to increase
inventories and $2.7 million for a decrease in accounts payable. The large
decrease in accounts receivable was due primarily to the collection of accounts
in connection with exiting from the wholesale drug distribution business.
The Company's bank financing agreement provides a $10 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
11
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restrictions relating to asset protection, financial condition, dividends,
investments, acquisitions and certain other matters.
Management believes that the funding needs of the Company for operating working
capital and capital expenditures will continue to be met through income from
operations and financing available under its line of credit.
FORWARD-LOOKING INFORMATION
- ---------------------------
From time to time, the Company or its representatives may have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but, not limited to, press releases, oral
statements made by or with the approval of an authorized executive officer, or
in this report or other filings made by the Company with the Securities and
Exchange Commission. The words or phrases "trend," "expect," "grow," "will,"
"could," "likely result," "planned," "continued," "anticipated," "estimated,"
"projected" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The Company wishes to ensure that such statements are accompanied by
meaningful cautionary statements, so as to maximize to the fullest extent
possible the protections of the safe harbor established in the said Act.
Accordingly, such statements are qualified in their entirety by reference to and
are accompanied by the following discussion of certain important factors that
could cause actual results to differ materially from such forward-looking
statements.
Investors should also be aware of factors that could have an impact on the
Company's business or financial position or performance. These include
possible: pressures on revenues resulting, for example, from customer
consolidations or changes in customer buying patterns; intensified competition
resulting, for example, from distributor consolidations or pricing pressures
from distributors able to benefit from economies of scale or other operating
efficiencies; disruptions in services on which the Company is dependent, such as
by truckers in deliveries from its suppliers, by UPS or other common carriers in
deliveries to its customers, by its catalog printers or in telecommunication
services, or relating to its computer systems; unfavorable outcomes of
litigation to which the Company may become a party; and other factors detailed
from time to time in the Company's Securities and Exchange Commission filings or
other readily available or generally disseminated writings. The risks
identified here are not all inclusive. Reference is also made to other parts of
this report that include additional information concerning factors that could
adversely impact the Company's business or financial position or performance.
Moreover, the Company operates in a changing and very competitive business
environment. New risks may emerge from time to time, and it is not possible for
management to predict all risk factors, nor can it necessarily identify or
assess the impact of all such factors on the Company or the extent to which any
factor or combination of factors may cause actual results to differ materially
from those contained in any forward-looking statements. Accordingly, forward-
looking statements should not be relied upon as a prediction of actual results.
12
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PART II. OTHER INFORMATION
-----------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
(a) The 1998 Annual Meeting of Shareholders of the Company was held
May 20, 1998.
(b) At the Annual Meeting, the following persons were elected
directors, with the following number of shares voted for and
withheld:
For Withheld
--------------- -------------
Mark E. Karp 2,558,043 30,211
Steven Kotler 2,558,193 30,061
Robert H. Steele 2,558,205 30,049
Peter C. Sutro 2,558,193 30,061
Wilmer J. Thomas, Jr. 2,558,205 30,049
Dan K. Wassong 2,558,205 30,049
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/ Susan G. D'Amato
------------------------------- -----------------------------------
John A. Murray Susan G. D'Amato
Vice President - Finance and Controller and Chief
Chief Financial Officer Accounting Officer
August 5, 1998 August 5, 1998
13
<TABLE> <S> <C>
<PAGE>
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<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> APR-05-1998
<PERIOD-END> JUL-04-1998
<CASH> 438
<SECURITIES> 0
<RECEIVABLES> 11,369
<ALLOWANCES> 344
<INVENTORY> 15,188
<CURRENT-ASSETS> 32,593
<PP&E> 14,646
<DEPRECIATION> (10,209)
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0
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<COMMON> 33
<OTHER-SE> 23,776
<TOTAL-LIABILITY-AND-EQUITY> 37,504
<SALES> 30,042
<TOTAL-REVENUES> 30,042
<CGS> 20,685
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