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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
2000
FORM 10-Q
For the Fiscal
THIRD QUARTER
Ended September 30, 2000
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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Approximately 3,101,434
Number of shares of Common Stock outstanding as of October 26, 2000
Total number of pages in the numbered original (including exhibits) is 18
This is page 1 of 14 pages.
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MOORE MEDICAL CORP.
Index
<TABLE>
<CAPTION>
Page No.
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Part I. Financial Information
<C> <S> <S>
Item 1. Financial Statements
Balance Sheets at the end of the third quarter of
2000 and at the end of the year 1999....................... 3
Statements of Operations for the third quarters
of 2000 and 1999........................................... 4
Statements of Operations for the first three quarters
of 2000 and 1999........................................... 5
Statements of Cash Flows for the first three quarters
of 2000 and 1999........................................... 6
Notes to Financial Statements................................... 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 8-13
Item 3. Quantative and Qualitative Disclosures About
Market Risk................................................ 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................... 14
Signatures................................................................. 14
</TABLE>
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MOORE MEDICAL CORP.
Balance Sheets
<TABLE>
<CAPTION>
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(Amounts in thousands, except par value) Third Quarter 2000 Year 1999
(Unaudited)
----------------------------------------------------------------------------------------------------------------
<C> <S> <S>
ASSETS
Current Assets
Cash $ 3,962 $ 744
Accounts receivable, less allowances
of $200........................................................ 14,006 11,488
Inventories........................................................ 11,439 14,242
Prepaid expenses and other current assets.......................... 2,731 1,852
Deferred income taxes.............................................. 2,330 2,330
------- -------
Total Current Assets...................................... 34,468 30,656
------- -------
Noncurrent Assets
Equipment and leasehold improvements, net.. 10,146 10,641
Other assets....................................................... 2,442 669
------- -------
Total Noncurrent Assets................................... 12,588 11,310
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$47,056 $41,966
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable................................................... $11,206 $ 7,483
Accrued expenses................................................... 4,831 4,665
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Total Current Liabilities................................. 16,037 12,148
------- -------
Deferred Income Taxes..................................................... 2,368 2,368
Long-term Notes Payable................................................... 500 --
Shareholders' Equity
Preferred stock - no shares outstanding........................... -- --
Common stock - $.01 par value;
shares authorized - 10,000 and 5,000
shares issued - 3,246 34 33
Capital in excess of par value..................................... 21,694 21,675
Retained earnings.................................................. 7,706 8,449
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29,434 30,157
Less treasury shares, at cost, 145 and 305
shares......................................................... (1,283) (2,707)
------- -------
Total Shareholders' Equity................................ 28,151 27,450
------- -------
$47,056 $41,966
======= =======
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</TABLE>
The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
Statements of Operations
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(Amounts in thousands, except per share data) Third Quarter
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2000 1999
(Unaudited)
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Net sales .......................................... $33,038 $31,077
Cost of products sold .............................. 23,127 21,631
-------- --------
Gross profit ....................................... 9,911 9,446
Selling, general & administrative expenses ......... 10,890 8,654
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Operating (loss) income ............................ (979) 792
Interest (income) expense, net ..................... (65) 14
-------- --------
(Loss) income before income taxes .................. (914) 778
Income tax (benefit) provision ..................... (347) (25)
-------- --------
Net (loss) income .................................. $(567) $803
======== ========
Basic and diluted net (loss) income per share ...... $(.18) $.27
======== ========
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The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
Statements of Operations
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(Amounts in thousands, except per share data) First Three Quarters
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2000 1999
(Unaudited)
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Net sales ........................................... $92,808 $89,499
Cost of products sold ............................... 65,146 61,328
-------- --------
Gross profit ........................................ 27,662 28,171
Selling, general & administrative expenses .......... 29,017 26,009
-------- --------
Operating (loss) income ............................. (1,355) 2,162
Interest income, net ................................ 168 38
-------- --------
(Loss) income before income taxes ................... (1,187) 2,200
Income tax (benefit) provision ...................... (444) 492
-------- --------
Net (loss) income ................................... $(743) $1,708
======== ========
Basic and diluted net (loss) income per share ....... $(.24) $.58
======== ========
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The accompanying notes are an integral part of the financial statements.
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MOORE MEDICAL CORP.
Statements of Cash Flows
<TABLE>
<CAPTION>
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(Amounts in thousands) First Three Quarters
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2000 1999
(Unaudited)
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<C> <S> <S>
Cash Flows From Operating Activities
Net (loss) income ................................... $(743) $1,708
Adjustments to reconcile net (loss) income to net
cash flows provided by (used in) operating activities
Depreciation and amortization ................... 2,036 1,299
Deferred income taxes ........................... -- 1,766
Changes in operating assets and liabilities
Accounts receivable ........................ (2,518) (4,895)
Inventories ................................ 2,803 (2,123)
Other current assets ....................... (879) (1,379)
Accounts payable ........................... 3,723 3,816
Other current liabilities .................. 39 (1,951)
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Net cash flows provided by (used in)
operating activities ...................... 4,461 (1,759)
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Cash Flows From Investing Activities
Equipment and leasehold improvements ................ (1,503) (4,463)
Acquisition of business ............................. (1,684) --
------- -------
Net cash flows (used in) investing activities ... (3,187) (4,463)
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Cash Flows From Financing Activities
Revolving credit financing, net ..................... -- 2,661
Sale of treasury stock............................... 1,444 41
Long term notes payable.............................. 500 --
-------- --------
Net cash flows provided by financing
activities.................................. 1,944 2,702
------- -------
Increase (decrease) in cash................................. 3,218 (3,520)
Cash at beginning of period................................. 744 3,520
-------- -------
Cash At End Of Period....................................... $3,962 $ --
====== ========
</TABLE>
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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 - Summary of Significant Accounting Policies
The Company
Moore Medical Corp. is an internet-enabled marketer and distributor of
medical/surgical products and pharmaceuticals to nearly 100,000 healthcare
professionals in non-hospital settings nationwide, including: Physicians;
Podiatrists; Surgeons; Emergency Medical Technicians; Schools; Corrections;
Municipalities; and Occupational/Industrial Health Doctors and Nurses; and other
specialty practice communities. It markets and serves its customers through
direct mail, industry specialized telephone support representatives, key
opportunity and field sales representatives, and through the Internet. Moore
Medical's distribution and fulfillment business has more than fifty years of
operating experience.
Basis of Presentation
The Company has prepared the accompanying unaudited financial statements in
accordance with generally accepted accounting principles for interim financial
statements. In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim period have been made. The results
for the three months ended September 30, 2000 do not necessarily indicate the
results to be expected for the fiscal year ended December 30, 2000 or any other
future period. The fiscal quarters ended on September 30, 2000 and October 2,
1999.
The accompanying unaudited financial statements should be read in conjunction
with the Notes to Financial Statements and Management's Discussion and Analysis
of Financial Condition and Results of Operations included in the Company's 1999
Annual Report filed on Form 10-K and in this Form 10-Q Report.
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 asserted
claims against the Company relating to pricing deficiencies under product supply
contracts subject to General
7
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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 costs. As of the end of 1999 and
the third quarter of 2000, the reserve balance was $3.1 million and $2.9
million, respectively. The final amount of the pricing deficiency adjustment is
subject to the outcome of contract settlement discussions with the governmental
agencies or to an adjudicated disposition. Management believes it is possible
that the final resolution will exceed the reserve, and have a material impact on
the statement of operations and cash flow.
Note 3 - Acquisition
On July 14, 2000, the Company acquired 100% of the assets of MERGInet Medical
Resources, the premier internet magazine serving as the largest internet
resource for emergency medical services (EMS) and emergency medical
professionals. The initial cost totaled $450,000, consisting of $300,000 in cash
and 26,432 shares of the Company's common stock valued at $150,000, with an
additional revenue growth payment, if applicable, to be paid in July, 2002. The
tangible and intangible assets are being amortized over their respective useful
lives.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
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OVERVIEW
--------
In 1999, the Company committed to transforming itself from a catalog-based
distributor of medical and surgical supplies into an electronic commerce
enterprise. It is also committed to enlarging its customer-base in the practice
communities it serves on a business-to-business (b2b) basis through Internet
marketing and by web site affiliate linkages and selective acquisitions. The
transformation strategy continues to entail substantial expenditures for
technology, talent and infrastructure to benefit all customer communities; as a
result, the Company sustained losses through the third quarter of 2000 and it
expects that to continue for 2001. It also entails the risks and uncertainties
attendant to the transformation to a "bricks and clicks" enterprise.
8
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As its initial step toward web-powered marketing, the Company spent heavily
during 1999 and in the first quarter of 2000 to develop a full-featured b2b web
site. It successfully launched its site (www.mooremedical.com) at the end of
May, 2000. The Company acquired a controlling interest in Podiatry Online, in
June, 2000 and in July, 2000 it acquired MERGInet Medical Resources, both
premier online information sources for their respective practice communities, as
further implementations of its strategic plan.
Podiatry Online, an established e-zine (www.podiatryonline.com) serving podiatry
professionals, provides the Company with significant electronic sales channels
in that market. MERGInet, the Internet's most heavily trafficked resource center
for emergency medical services and professionals (EMS), features the only online
publication (www.merginet.com) in its market. Podiatry and EMS were already
among the largest b2b offline customer practice communities of the Company.
During the third quarter of 2000, the Company added expertise in e-business to
its senior management team, which will allow the Company to focus on driving its
e-commerce strategy. Also, during the third quarter, eleven independent
healthcare specialty associations and membership communities web sites serving
healthcare professionals agreed to link their sites to (www.mooremedical.com)
under affiliate linkage arrangements.
The following table sets forth items included in the Statements of Operations as
a percentage of sales for the third quarter, and the first three quarters of
2000 and 1999. The table also shows, for each line item, the percentage change
of the amount in the 2000 period from the comparable 1999 period.
<TABLE>
<CAPTION>
Third Quarter First Three Quarters
---------------------------------------- ---------------------------------------
% of Sales % % of Sales %
------------------------- ------------------------
2000 1999 Change 2000 1999 Change
----------- ---------- ---------- ---------- ---------- ----------
<C> <S> <S> <S> <S> <S> <S>
Net sales........................ 100.0% 100.0% 6% 100.0% 100.0% 4%
Cost of products sold ........... 70.0 69.6 (7) 70.2 68.5 (6)
---- ---- ---- ----
Gross profit .................... 30.0 30.4 (5) 29.8 31.5 (2)
Selling, general & admin. exp ... 33.0 27.9 (26) 31.3 29.1 (12)
---- ---- ---- ----
Operating (loss) income ......... (3.0) 2.5 (+200) (1.5) 2.4 (163)
Interest income, net ............ 0.2 -- +200 0.2 -- +200
---- ---- ---- ----
(Loss) income before income taxes (2.8) 2.5 (+200) (1.3) 2.4 (154)
Income tax (benefit) provision .. (1.1) (0.1) +200 (0.5) 0.5 190
---- ---- ---- ----
Net (loss) income ............... (1.7)% 2.6% (171)% (0.8)% 1.9% (144)%
==== ==== ==== ==== ==== ====
</TABLE>
9
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RESULTS OF OPERATIONS
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Third Quarter
2000 Compared with 1999
-----------------------
Third quarter revenues of $33.0 million, the Company's highest quarterly revenue
in more than two years, increased over 6% compared with $31.1 million in the
third quarter of 1999. Increased market penetration into key specialty practice
markets, in conjunction with e-commerce initiatives, drove top line results. The
year over year quarterly revenue growth of over 6.0% was achieved despite the
shortage for distribution of influenza vaccine (which accounted for nearly $1.0
million or 3.2% of 1999's third quarter's revenues) because of the
manufacturers' lower than anticipated production yields.
Gross profit dollars for the third quarter of 2000 increased approximately $0.5
million or nearly 5.0% to $9.9 million, from $9.4 million in 1999's third
quarter. The increase correlates directly to the revenue increase.
Selling, general and administrative expenses, expressed as a percentage of
revenue, were 33.0% for the third quarter, as compared to 27.9% for the same
period a year ago. This increase largely reflects the Company's aggressive
e-commerce implementation strategy. The strategy includes costs such as higher
depreciation and amortization charges associated with investments in technology
and acquisition of e-community sites in target markets, along with significant
advertising and promotional media costs associated with the Company's e-business
site (www.mooremedical.com).
Net loss for the third quarter was $(0.6) million, or $(0.18) per share, as
compared to net income for the same fiscal quarter last year of $0.8 million, or
$0.27 per share.
First Three Quarters
2000 Compared with 1999
-----------------------
For the nine months of 2000 revenues of $92.8 million achieved overall growth of
nearly 4% compared with $89.5 million in the nine months period in 1999. The
increase continued to be primarily attributable to revenue growth in key
specialty practices and e-commerce initiatives. The revenue reflects strong
growth in e-commerce revenue by surpassing 1999 total year e-commerce revenue
of $1.6 million during the third quarter with e-commerce revenues of nearly $2.9
million through this year's third quarter.
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For the first nine months of 2000, the gross profit dollars decreased
approximately $0.5 million to $27.7 million, compared to $28.2 million for the
same period a year ago. The year to date decrease was primarily attributable to
price erosion of pharmaceutical products slightly offset by higher margins
associated with greater product diversity in key specialty practices.
Selling, general and administrative expenses during the first nine months of
2000 increased to 31.3% of revenues compared to 29.1% a year ago as a result of
the ongoing transformation to a "bricks and clicks" enterprise. The year over
year increase can be attributable to higher depreciation and amortization along
with significant advertising and promotional media strategies.
Results for the first nine months of 2000 showed a net loss of $(0.7) million or
$(0.24) per share compared with net income of $1.7 million or $0.58 per share in
the first nine months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company ended the third quarter with $4.0 million in cash and short-term
investments, a $3.2 million increase from January 1, 2000. Liquidity improvement
was the result of net cash provided by operating and financing activities.
The Company's operations provided $4.5 million in cash during the first three
quarters of 2000. The primary sources of cash included a $2.8 million decrease
in inventory levels and a $3.7 million increase in accounts payable attributable
to supply chain management. Non-cash sources included $2.0 million related to
depreciation and amortization mainly associated with increased technology
investments. The primary uses of cash included $0.7 million of net loss, an
increase in accounts receivable of $2.5 million attributable to an increase in
net sales, and $0.8 million in other assets and liabilities.
Investing activities used $3.2 million in the first nine months of the year 2000
and included technology purchases of $1.5 million, $1.25 million in connection
with the Company's acquisition of a controlling interest in Podiatry Online and
$0.4 million for the acquisition of MERGInet Medical Resources. (See Note 3 to
financial statements)
Financing activities provided $1.9 million for the nine months ended September
30, 2000, primarily from sales of common stock and for the minimum purchase cost
for the remaining minority interests in Podiatry Online.
The Company's previous line of credit expired on March 31, 2000, and management
is currently negotiating a proposed loan commitment. Management believes that
the proposed loan commitment, once consummated by a definitive loan agreement,
will provide adequate funds for the Company's operations. In the interim, until
the commitment letter is negotiated and a definitive loan agreement is executed,
the
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Company had, as of September 30, 2000, $4.0 million cash and cash equivalents to
fund its operations in the short term.
FORWARD-LOOKING INFORMATION
---------------------------
From time to time, the Company may make forward-looking statements, that is
statements not of past or present fact but of beliefs, expectations or plans for
the future. The words "expects", "anticipates", "believes", "seeks", "plans",
"estimates", "projects", "intends", and similar expressions identify
forward-looking statements. Such statements are qualified by the following
discussion of certain factors, which could possibly cause actual results to
differ materially from the forward-looking statements:
. pressures on revenues resulting, for example, from customer consolidations
or changes in customer buying patterns;
. reductions in healthcare funding affecting its customers' services or
revenues resulting, for example, from changes in legislation or regulations
or in HMO, managed care or other insurance programs;
. intensified competition resulting, for example, from distributor
consolidations or pricing pressures from larger distributors able to
benefit from economies of scale or other operating efficiencies;
. adjustments under exited government contracts in excess of amounts
reserved, or unfavorable outcomes of litigation;
. disruptions in or cost increases for 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
computer systems;
. changes in supply chain relationships, such as product availability and
regulations, decreasing reliance on distributors as manufacturers establish
direct internet sales channels to end-users, that could adversely effect
the market, supply and flow of products;
. rapidly changing technology and customer expectations; increased costs of
hosting services; loss of business and costs to business interruptions
arising from the Company's e-business platform;
. further Internet and infrastructure developments (for example, in high
speed data lines and modems);
. difficulties in attracting and retaining qualified technical and marketing
talent in an economy in which such talent is in short supply and in high
demand;
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. new laws or regulations or government agency policies or positions
affecting e-commerce or the distribution of pharmaceuticals or other
regulated products, which could increase the cost of doing business or
customers' purchase costs (for example, by the introduction of sales taxes
to Internet transactions); and
. security breaches that could significantly disrupt the Internet network,
halt sales, or discourage customers.
These factors are not presently all-inclusive. In addition, new factors may
emerge from time to time, and it is not possible to predict all factors, nor can
management necessarily identify or assess all factors. The factors identified
should therefore not be relied on as comprehensive. Moreover, the Company does
not necessarily update its forward looking statements. Accordingly, they should
not be relied upon as a prediction of actual results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company has no material market risk exposure associated with activities in
derivative financial instruments, other financial instruments, or derivative
commodity instruments.
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PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Employment Agreement between Exhibit 10.24
the Company and Chad A. Roffers,
effective September 15, 2000
Financial Data Schedule Exhibit 27
(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/ Linda M. Autore By: /s/ Susan G. D'Amato
------------------------------------ -------------------------------
Linda M. Autore, President Susan G. D'Amato, Vice
(Chief Executive Officer) President of Finance and
November 14, 2000 Controller
(Chief Accounting Officer)
November 14, 2000
14
