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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
1999
FORM 10 - Q
For the Fiscal
THIRD QUARTER
Ended October 2, 1999
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)
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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
Rights to Purchase Series I Junior Preferred Stock American Stock Exchange
(Title of Each Class) (Name of each exchange on which registered)
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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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2,941,426
Number of shares of Common Stock outstanding as of October 29, 1999.
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
<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
1999 and at the end of the year 1998................ 3
Statements of Operations for the third quarter
of 1999 and 1998.................................... 4
Statements of Operations for the first three quarters
of 1999 and 1998.................................... 5
Statements of Cash Flows for the first three quarters
of 1999 and 1998.................................... 6
Notes to Financial Statements......................... 7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition............... 8-12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K..................... 12-13
Signatures.................................................... 12
</TABLE>
2
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MOORE MEDICAL CORP.
<TABLE>
<CAPTION>
Balance Sheets at end of
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Amounts in thousands Third Quarter 1999 Year 1998
(Unaudited)
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<S> <C> <C>
ASSETS
Current Assets
Cash $ -- $ 3,520
Accounts receivable, less allowances
of $297 and $372......................... 14,280 9,385
Inventories................................. 15,807 13,684
Prepaid expenses and other current assets... 3,371 1,992
Deferred income taxes....................... 2,727 2,500
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Total Current Assets.................. 36,185 31,081
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Noncurrent Assets
Equipment and leasehold improvements, net... 10,202 7,038
Other assets................................ 518 362
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Total Noncurrent Assets............... 10,720 7,400
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$46,905 $38,481
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable............................ $ 9,238 $ 5,421
Accrued expenses............................ 5,340 7,139
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Total Current Liabilities............. 14,578 12,560
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Deferred Income Taxes.......................... 2,360 368
Revolving Credit Financing..................... 2,661 --
Shareholders' Equity
Preferred stock - no shares outstanding..... -- --
Common stock - $.01 par value;
5,000 shares authorized;
3,246 shares issued...................... 33 33
Capital in excess of par value.............. 21,675 21,667
Retained earnings........................... 8,305 6,597
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30,013 28,297
Less treasury shares, at cost, 305 and 308
shares................................... (2,707) (2,744)
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Total Shareholders' Equity............ 27,306 25,553
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$46,905 $38,481
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</TABLE>
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The accompanying notes are an integral part of the financial statements.
3
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MOORE MEDICAL CORP.
<TABLE>
<CAPTION>
Statements of Operations for the
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Amounts in thousands, except per share data Third Quarter
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1999 1998
(Unaudited)
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<S> <C> <C>
Net sales................................... $31,077 $32,529
Cost of products sold....................... 21,631 22,322
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Gross profit................................ 9,446 10,207
Selling, general & administrative expenses.. 8,654 8,550
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Operating income............................ 792 1,657
Interest expense (income), net.............. 14 (19)
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Income before income taxes.................. 778 1,676
Income tax (benefit) provision.............. (25) 620
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Net income.................................. $ 803 $ 1,056
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Basic and diluted net income per share...... $ .27 $ .36
======= =======
</TABLE>
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The accompanying notes are an integral part of the financial statements.
4
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MOORE MEDICAL CORP.
<TABLE>
<CAPTION>
Statements of Operations for the
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Amounts in thousands, except per share data First Three Quarters
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1999 1998
(Unaudited)
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<S> <C> <C>
Net sales................................................ $89,499 $93,510
Cost of products sold.................................... 61,328 64,608
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Gross profit............................................. 28,171 28,902
Selling, general & administrative expenses............... 26,009 25,501
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Operating income......................................... 2,162 3,401
Interest income, net..................................... 38 43
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Income before income taxes............................... 2,200 3,444
Income tax provision..................................... 492 1,274
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Net income............................................... $ 1,708 $ 2,170
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Basic and diluted net income per share................... $ .58 $ .74
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</TABLE>
The accompanying notes are an integral part of the financial statements.
5
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MOORE MEDICAL CORP.
<TABLE>
<CAPTION>
Statements of Cash Flows for the
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Amounts in thousands First Three Quarters
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1999 1998
(Unaudited)
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<S> <C> <C>
Cash Flows From Operating Activities
Net income........................................ $ 1,708 $ 2,170
Adjustments to reconcile net income to
net cash flows (used in) provided by operating
activities:
Depreciation and amortization.................. 1,299 989
Deferred income taxes.......................... 1,766 656
Changes in operating assets and liabilities:
Accounts receivable......................... (4,895) 2,630
Inventories................................. (2,123) 214
Other current assets........................ (1,379) 403
Accounts payable............................ 3,816 (1,777)
Other current liabilities................... (1,951) 1,330
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Net cash flows (used in) provided by
operating activities........................ (1,759) 6,615
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Cash Flows From Investing Activities
Equipment and leasehold improvements.............. (4,463) (2,792)
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Net cash flows used in investing activities (4,463) (2,792)
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Cash Flows From Financing Activities
Revolving credit financing increase/(decrease),
net............................................ 2,661 (1,512)
Other, net........................................ 41 64
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Net cash flows provided by (used in)
financing activities......................... 2,702 (1,448)
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(Decrease)/increase in cash............................ (3,520) 2,375
Cash at beginning of period............................ 3,520 54
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Cash At End Of Period.................................. $ -- $ 2,429
======== =======
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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 1998
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 ended 1999 are not
necessarily indicative of the results to be expected for the full year. The
fiscal quarters ended October 2, 1999 and October 3, 1998.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
Note 2 - 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. As of the end of 1998 and third quarter end of 1999, the reserve
balance was $3.2 million. The final amount of the pricing deficiency adjustment
is subject to the outcome of contract settlement discussions between the Company
and 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.
In 1997, the Company established a $4.5 million restructuring reserve relating
to its exit from the wholesale drug distribution business. At the end of 1998,
and the third quarter end of 1999, approximately $1.0 million and $0.8 million,
respectively, remained.
7
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MOORE MEDICAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
OVERVIEW
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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 1999 and 1998, respectively. The table also shows, for each
line item, the percentage change in the 1999 periods from the comparable
1998 periods.
<TABLE>
<CAPTION>
Third Quarter First Three Quarters
--------------------------------------------- --------------------------------------------
% of Sales % % of Sales %
------------------------------ ------------ ----------------------------- -------------
1999 1998 Change 1999 1998 Change
-------------- -------------- ------------ ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales.......................... 100.0% 100.0% (4)% 100.0% 100.0% (4)%
Cost of products sold.............. 69.6 68.6 (3) 68.5 69.1 (5)
----- ----- ----- -----
Gross profit....................... 30.4 31.4 (7) 31.5 30.9 (3)
Selling, general & admin. exp...... 27.9 26.3 1 29.1 27.3 2
----- ----- ----- -----
Operating income................... 2.5 5.1 (52) 2.4 3.6 (36)
Interest income, net............... - - (174) - 0.1 (12)
----- ----- ----- -----
Income before income taxes......... 2.5 5.1 (54) 2.4 3.7 (36)
Income tax (benefit) provision..... ( 0.1) 1.9 (104) 0.5 1.4 (61)
----- ----- ----- -----
Net income......................... 2.6% 3.2% (24)% 1.9% 2.3% (21)%
===== ===== ==== ===== ===== ====
</TABLE>
RESULTS OF OPERATIONS
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Third Quarter
1999 Compared with 1998
-----------------------
Net sales for the third quarter of 1999 declined 4% to $31.1 million from a
record $32.5 million of the comparable quarter in the prior year. Net
income for the third quarter decreased to $0.8 million compared with $1.1
million in the third quarter of 1998. Earnings per share decreased to $.27
in the third quarter from $.36 a year ago. The third quarter 1999
comparison to the comparable quarter in 1998 reflects the contrast to
record earnings in the prior year, and the result of current operational
disruptions associated with the impact of the acclimation to the
Enterprise Resource Planning (ERP) system. The third quarter of 1999 also
reflects a net income tax benefit of approximately $0.3 million largely
resulting from management's conclusion of prior year's tax return audits
performed by the Internal Revenue Service. In management's opinion,
adequate provisions for income taxes have been made for all years.
8
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For the third quarter, gross profit dollars decreased 7% to $9.4 million. The
gross profit margin in the 1999 quarter decreased to 30.4% of sales from 31.4%
in the same quarter a year ago. This decrease is due to higher than anticipated
sales returns and allowances attributable to the initial implementation of the
ERP system partially offset by a favorable product mix of sales.
Selling, general and administrative expenses during the third quarter of 1999
increased 1%. The increase was primarily attributable to expenses related to
the implementation of the Company's ERP system and outside information
technology consulting.
First Three Quarters
1999 Compared with 1998
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Net sales for the first nine months of 1999 declined 4% to $89.5 million from
$93.5 million in the prior year. Net income for the nine months of 1999
decreased to $1.7 million compared with $2.2 million in the same period of 1998.
Earnings per share decreased to $.58 from $.74 a year ago. The comparisons to
record third quarter 1998 earnings and the results for the first nine months of
1999 reflect the operating disruption associated with the impact of the
implementation of the ERP system during the current year, as well as the
continuing efforts to acclimate all business practices associated with the ERP
system. The first three quarters of 1999 also reflects a net income tax benefit
of approximately $0.3 million largely resulting from management's conclusion of
prior year's tax return audits performed by the Internal Revenue Service. In
management's opinion, adequate provisions for income taxes have been made for
all years.
For the first nine months of 1999, gross profit dollars decreased 3% to $28.2
million. The gross profit margin rate increased in the first nine months of
1999 to 31.5% from 30.9% in the same period in 1998. The improvement in margin
rate is primarily attributable to a favorable product mix in sales.
Selling, general and administrative expenses during the first nine months of
1999 increased 2% compared to the first nine months of 1998. The increase is
primarily due to expenses related to implementation of the Company's ERP
information technology system.
FINANCIAL CONDITION
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During the first nine months of 1999, the Company utilized existing credit lines
of $2.7 million and decreased cash by $3.5 million to fund $1.8 million of net
cash used for operations and $4.4 million of capital expenditures. Accounts
receivable increased $4.9 million due to higher sales at the end of the third
quarter of 1999 than at year end of 1998.
9
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The Company's bank financing agreement provides a $10 million revolving line of
credit through December, 1999. 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.
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.
YEAR 2000 COMPLIANCE
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Year 2000 issues are the result of computer programs that were written using two
digits rather than four to define the applicable year. If the Company's
computer programs with date sensitive functions are not year 2000 compliant,
they may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing disruptions of
operations, including, an inability to process transactions, send invoices or
engage in other normal business activities.
The Company has identified its Year 2000 risks in three categories: internal
business software, internal non-information technology software, and external
vendor compliance.
Internal Information Technology
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During 1998, as part of a modernization program intended to improve productivity
and increase profitability by upgrading data processing, integrating systems and
enhancing internal reporting, the Company purchased an ERP system which includes
software which the vendor has represented to be Year 2000 compliant. The total
estimated hardware, software, installation and training cost of the integrated
ERP system, of which Year 2000 compliance is a by-product, is $6.7 million, of
which $6.6 million has been incurred through the third quarter, primarily funded
through operating cash flow. The Company substantially completed the
implementation of the system during the second quarter of 1999. With this
implementation, the Company believes its internal information technology systems
to be in substantial compliance. Contingency plans are being developed for areas
where management considers there may be some risk to modify certain of the major
existing internal information technology systems to be Year 2000 compliant.
Internal Non-Information Technology
- -----------------------------------
The Company has assessed the Year 2000 compliance of its internal non-
information software and of the technology embedded in such systems as security,
telecommunications and building systems by contacting the providers of such
systems. Written assurance of Year 2000 compliance has been received from
substantially all providers.
10
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External Vendor Compliance
- --------------------------
The Company has identified and contacted its major suppliers, service providers
and contractors ("vendors") to determine the extent of their Year 2000
compliance. The process is substantially complete. To the extent that
responses were unsatisfactory, the Company has contingency plans in place, which
includes a number of measures such as, where necessary, changing the vendors to
those who have represented Year 2000 readiness, but cannot be assured that it
will be successful in finding alternative vendors. In the event that a major
vendor's written assurance of Year 2000 compliance becomes questionable and the
Company does not replace it with a new vendor, its business could be materially
adversely affected. The Company is formulating a contingency plan for major
vendors' Year 2000 non-compliance.
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," "scheduled," "could have," "intended," "believes," "continuing,"
"considers," "may be," "assessed," "contingency" 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 or systems 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 ERP or other computer systems or
Year 2000 issues (including regarding costs, scheduling, implementation, vendor
11
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compliance, and plans and expectations regarding such); 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 and the Company's most recent Annual Report on Form 10-K 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.
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
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Financial Data Schedule - Exhibit 27
(b) Reports on Form 8-K
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No report on Form 8-K was filed during the quarter.
SIGNATURES
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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/ Linda M. Autore By: /s/ Susan G. D'Amato
------------------------------ -----------------------------
Linda M. Autore Susan G. D'Amato
President and Chief Executive Vice President - Finance and
Officer Controller
November 10, 1999 November 10, 1999
12
<TABLE> <S> <C>
<PAGE>
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<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-2000
<PERIOD-START> JUL-04-1999
<PERIOD-END> OCT-02-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 14,577
<ALLOWANCES> 297
<INVENTORY> 15,807
<CURRENT-ASSETS> 36,185
<PP&E> 22,348
<DEPRECIATION> (12,146)
<TOTAL-ASSETS> 46,905
<CURRENT-LIABILITIES> 14,578
<BONDS> 0
0
0
<COMMON> 33
<OTHER-SE> 27,273
<TOTAL-LIABILITY-AND-EQUITY> 46,905
<SALES> 31,077
<TOTAL-REVENUES> 31,077
<CGS> 21,631
<TOTAL-COSTS> 21,631
<OTHER-EXPENSES> 8,654
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 778
<INCOME-TAX> (25)
<INCOME-CONTINUING> 803
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