<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from to
-------- --------
COMMISSION FILE NUMBER 0-14324
-------
MOORE-HANDLEY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0819773
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3140 PELHAM PARKWAY, PELHAM, ALABAMA 35124
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(205) 663-8011
----------------------------------------------------
(Registrant's telephone number, including area code)
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 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.10 par value 1,873,797 shares
---------------------------- -----------------------------
Class Outstanding at August 9, 1999
<PAGE> 2
MOORE-HANDLEY, INC.
INDEX
<TABLE>
<CAPTION>
Item No. Page No.
- -------- --------
<S> <C>
PART I. FINANCIAL INFORMATION - UNAUDITED
1. Balance Sheets -
June 30, 1999 and 1998 and December 31, 1998......................................... 3
Statements of Operations -
Three Months and Six Months Ended June 30, 1999 and 1998............................. 4
Statements of Cash Flows -
Six Months Ended June 30, 1999 and 1998.............................................. 5
Notes to Financial Statements........................................................... 6
2. Management's Discussion and Analysis
of Financial Condition and Results of Operations..................................... 7-10
3. Quantitative and Qualitative Disclosures About Market Risk.............................. 9
PART II. OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders..................................... 11
6. Exhibits and Reports on Form 8-K........................................................ 11
Signatures.............................................................................. 11
</TABLE>
2
<PAGE> 3
MOORE-HANDLEY, INC.
BALANCE SHEETS
JUNE 30, 1999 AND 1998 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------------------- ------------
1999 1998 1998
------------ ------------ ------------
(unaudited) (unaudited) (Note 1)
<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents ........ $ 234,000 $ 248,000 $ 122,000
Trade receivables, net ........... 28,471,000 27,974,000 24,228,000
Other receivables ................ 4,210,000 3,021,000 3,073,000
Merchandise inventory ............ 14,803,000 15,660,000 17,707,000
Prepaid expenses ................. 638,000 420,000 385,000
Refundable income tax ............ -- 40,000 --
Deferred income taxes ............ 590,000 551,000 590,000
------------ ------------ ------------
Total current assets ........ 48,946,000 47,914,000 46,105,000
Prepaid pension cost ................ 1,090,000 975,000 1,146,000
Property and equipment .............. 20,127,000 18,749,000 19,502,000
Less accumulated depreciation .... (12,102,000) (10,934,000) (11,496,000)
------------ ------------ ------------
Net property and equipment .. 8,025,000 7,815,000 8,006,000
Deferred charges, net ............... 15,000 25,000 18,000
------------ ------------ ------------
$ 58,076,000 $ 56,729,000 $ 55,275,000
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable ................. $ 20,495,000 $ 21,720,000 $ 19,633,000
Accrued payroll .................. 577,000 624,000 535,000
Other accrued liabilities ........ 2,130,000 1,930,000 1,994,000
Long-term debt due in one year ... 1,180,000 1,150,000 1,246,000
------------ ------------ ------------
Total current liabilities ... 24,382,000 25,424,000 23,408,000
Long-term debt ...................... 19,344,000 16,880,000 17,453,000
Deferred income taxes ............... 1,085,000 1,150,000 1,085,000
Stockholders' equity:
Common stock, $.10 par value;
10,000,000 shares authorized,
2,510,040 shares issued ..... 251,000 251,000 251,000
Other stockholders' equity ....... 13,014,000 13,024,000 13,078,000
------------ ------------ ------------
Total stockholders' equity .. 13,265,000 13,275,000 13,329,000
------------ ------------ ------------
$ 58,076,000 $ 56,729,000 $ 55,275,000
============ ============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
MOORE-HANDLEY, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1999 1998 1999 1998
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Net sales ............................................ $42,704,000 $ 38,012,000 $ 87,367,000 $78,484,000
Cost of merchandise sold ............................. 35,878,000 31,975,000 74,085,000 66,381,000
Warehouse and delivery expense ....................... 2,855,000 2,220,000 5,548,000 4,473,000
----------- ------------ ------------ -----------
Cost of sales ........................................ 38,733,000 34,195,000 79,633,000 70,854,000
----------- ------------ ------------ -----------
Gross profit ......................................... 3,971,000 3,817,000 7,734,000 7,630,000
Selling and administrative expense ................... 3,620,000 3,367,000 7,200,000 6,742,000
----------- ------------ ------------ -----------
Operating income ..................................... 351,000 450,000 534,000 888,000
Interest expense, net ................................ 318,000 354,000 636,000 719,000
----------- ------------ ------------ -----------
Income (loss) before provision for income tax
(benefit) .......................................... 33,000 96,000 (102,000) 169,000
Income tax (benefit) ................................. 13,000 38,000 (38,000) 62,000
----------- ------------ ------------ -----------
Net income (loss) .................................... $ 20,000 $ 58,000 (64,000) 107,000
=========== ============ ============ ===========
Net income (loss) per common share - basic and diluted $ .01 $ .03 $ (.03) $ .06
=========== ============ ============ ===========
Weighted average common shares outstanding ........... 1,875,000 1,855,000 1,875,000 1,855,000
=========== ============ ============ ===========
</TABLE>
See accompanying notes.
4
<PAGE> 5
MOORE-HANDLEY, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ................................................ $ (64,000) $ 107,000
Adjustments to reconcile net income
To net cash (used in) provided by operating activities:
Depreciation and amortization ........................... 609,000 639,000
Provision for doubtful accounts ......................... 150,000 120,000
Gain on sale of equipment ............................... -- (177,000)
Change in assets and liabilities:
Trade and other receivables ......................... (5,530,000) (5,774,000)
Merchandise inventory ............................... 2,904,000 1,375,000
Accounts payable and accrued expenses ............... 1,040,000 3,963,000
Other assets ........................................ (194,000) 382,000
----------- -----------
Total adjustments ................................... (1,021,000) 528,000
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,085,000) 635,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ............................................. (628,000) (297,000)
Proceeds from sale of equipment .................................. -- 293,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES .............. (628,000) (4,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) of long-term debt ................... 1,825,000 (1,538,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES .............. 1,825,000 (1,538,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents ................ 112,000 (907,000)
Cash and cash equivalents at beginning of period .................... 122,000 1,155,000
----------- -----------
Cash and cash equivalents at end of period .......................... $ 234,000 $ 248,000
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
MOORE-HANDLEY, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE SIX MONTHS
ENDED JUNE 30, 1999 AND 1998 IS UNAUDITED)
1. BASIS OF PRESENTATION
The financial statements included herein have been prepared by
Moore-Handley, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K filed with the Commission on March 31, 1999.
The financial information presented herein reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of the results of the interim
periods. The results of interim periods are not necessarily indicative of
results to be expected for the year.
2. INCOME PER COMMON SHARE
Basic net income per share is based on the weighted average number of
common shares outstanding and net income. Diluted net income per share is based
on the weighted average of common shares outstanding plus the effect of dilutive
employee stock options and net income. Basic and diluted earnings per share were
the same for the first and second quarter of 1999 and 1998.
3. REVENUE RECOGNITION
The Company recognizes revenues when goods are shipped.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
SUMMARY
Net sales for the quarter ended June 30, 1999 increased $4,692,000 or
12.3% from the same quarter in 1998. Net income per share for the quarter ended
June 30, 1999 decreased to 1 cent per share compared to net income per share of
3 cents per share for the quarter ended June 30, 1998. Gross margin improvement
of $789,000 in the second quarter of 1999 over the same period in 1998 was
offset by disproportionately higher warehouse costs resulting in lower earnings
per share on a quarter to quarter basis.
NET SALES
Warehouse shipments increased $3,067,000 or 12.1% and factory direct
shipments increased $1,625,000 or 12.9% compared to the three months ended June
30, 1998. For the six months, warehouse shipments increased 11.7%, factory
direct shipments increased 10.6%, and total net sales increased 11.3%. The
Company has been making a concerted effort through coordinated sales planning
and activities to develop new business utilizing warehouse shipments. The
increase in factory direct shipments reflects record sales at the two Dealers'
Marts held during the first and second quarters and the Company's expanded
efforts to increase sales of lumber and building materials. The increase was
affected in part by the fact that the Dealers' Mart held in the second quarter
1998 was scheduled late in the quarter and the orders from that Mart were, for
the most part, shipped and recorded in the third quarter 1998.
Gross margins on direct shipments are lower than gross margins on
warehouse shipments; however, expenses related to direct shipments are also
lower. While the trend toward factory direct shipments has resulted in decreased
gross margins, the Company believes that direct shipments are an important part
of its business as a full-service wholesale distributor.
The following table sets forth the major elements of net sales:
<TABLE>
<CAPTION>
Three Months Ended June 30,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Warehouse shipments ........ $28,490 66.7% $25,423 66.9%
Factory direct shipments.... 14,214 33.3 12,589 33.1
------- ----- ------- -----
Net Sales ........... $42,704 100.0% $38,012 100.0%
======= ===== ======= =====
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Warehouse shipments......... $56,487 64.7% $50,554 64.4%
Factory direct shipments.... 30,880 35.3 27,930 35.6
------- ----- ------- -----
Net Sales ........... $87,367 100.0% $78,484 100.0%
======= ===== ======= =====
</TABLE>
OPERATIONS
The following table sets forth certain financial data as a percentage
of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net Sales ............................................. 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
Gross margin .......................................... 16.0 15.9 15.2 15.4
Warehouse and delivery expense ........................ 6.7 5.8 6.3 5.7
----- ----- ----- -----
Gross profit .......................................... 9.3 10.1 8.9 9.7
Selling and administrative expense .................... 8.5 8.9 8.3 8.6
----- ----- ----- -----
Operating income ...................................... .8 1.2 .6 1.1
Interest expense, net ................................. .7 .9 .7 .9
----- ----- ----- -----
Income (loss) before provision for income tax (benefit) .1% .3% (.1)% .2%
===== ===== ===== =====
</TABLE>
7
<PAGE> 8
GROSS MARGIN
The gross margin percentage for the quarter ended June 30, 1999 was
16.0%, up slightly from 15.9% in the second quarter of 1998, and for the six
months ended June 30, 1999 decreased 0.2% compared to the prior year period. The
increase for the quarter is due to close monitoring of competitive pricing and
to slightly lower cost of merchandise charged to the Company by its suppliers.
These items were offset somewhat by the increase in factory direct shipments as
a percentage of total sales. Gross Margin was higher in the first six months of
1998 as fewer direct shipments were processed during that period. The June 1998
Dealers' Mart was scheduled near the end of June, therefore, the second quarter
1998 Mart orders were shipped and billed primarily in the third quarter.
The following table sets forth the gross margin dollars, gross margin
percentages and year-over-year changes for 1998 and the first and second quarter
of 1999:
<TABLE>
<CAPTION>
Increase (Decrease)
vs. Same Quarter
Gross Margin in Previous Year
-------------------------- -----------------------------
Amount Percentage Amount Percentage
Quarter (in thousands) of Sales (in thousands) Points
------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
1998 - 1st 6,066 15.0 555 0.4
2nd 6,037 15.9 643 0.7
3rd 5,960 15.4 117 0.8
4th 6,260 15.0 906 (1.5)
1999 - 1st 6,456 14.5 390 (0.5)
2nd 6,826 16.0 789 0.1
</TABLE>
WAREHOUSE AND DELIVERY EXPENSE
Warehouse and delivery expense for the second quarter 1998 was reduced
by a $177,000 gain on the sale of delivery equipment. Excluding this gain,
warehouse and delivery expense increased to 10.0% of warehouse shipments in the
second quarter of 1999 from 9.4% in the same quarter last year. For the six
month period, again excluding the gain in 1998, warehouse and delivery expense
increased to 9.8% from 9.2% in 1998 as a percentage of warehouse shipments.
The following table sets forth the trend in warehouse and delivery
expenses in 1998 and the first and second quarter of 1999:
<TABLE>
<CAPTION>
Increase (Decrease)
Warehouse and Delivery vs. Same Quarter
Expenses in Previous Year
----------------------------- -----------------------------------
Percentage
Amount of Warehouse Amount Percentage
Quarter (in thousands) Sales (in thousands) Points
------- -------------- ------------ -------------- ----------
<S> <C> <C> <C> <C>
1998 - 1st 2,254 9.0 (40) (0.4)
2nd 2,220 8.7 (250) (1.6)
3rd 2,422 9.5 93 0.2
4th 2,478 9.3 85 (1.7)
1999 - 1st 2,693 9.6 439 0.6
2nd 2,855 10.0 635 1.3
</TABLE>
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense for the second quarter and the first
six months of 1999 increased by $253,000 or 7.5% and $459,000 or 6.8% over the
same periods in 1998, respectively; however, as a percentage of sales, selling
and administrative expense decreased by 0.4% for both the second quarter and six
months ended June 30, 1999 compared to the prior year periods.
8
<PAGE> 9
The following table sets forth the quarterly trend in selling and
administrative expenses in 1998 and the first and second quarter of 1999:
<TABLE>
<CAPTION>
Increase (Decrease)
Selling and Administrative vs. Same Quarter
Expense in Previous Year
----------------------------- ---------------------------
Amount Percentage Amount Percentage
Quarter (in thousands) of Sales (in thousands) Points
------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
1998 - 1st 3,374 8.3 (123) (0.9)
2nd 3,367 8.9 (161) (0.1)
3rd 3,358 8.6 146 0.6
4th 3,216 7.7 (252) (3.0)
1999 - 1st 3,580 8.0 206 (0.3)
2nd 3,620 8.5 253 (0.4)
</TABLE>
INTEREST EXPENSE
Interest expense decreased $36,000 or 10.2% during the second quarter
of 1999 compared to the same period during 1998 and decreased $83,000 or 11.5%
for the six months of 1999 compared to the same period in 1998. Although net
trade receivables increased during this period, this asset was financed
primarily through extended terms from our suppliers. Inventory levels were
reduced compared to the second quarter in 1998 and December 31, 1998, despite
record sales at our first two Dealers' Marts in 1999 (See Liquidity and Capital
Resources). Additionally, interest on the Company's working capital line of
credit is charged at the prime rate which was 8.50% during the second quarter of
1998 and was 7.75% during the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
From December 31, 1998 to June 30, 1999, the Company's net trade
receivables increased by $4,243,000 or 17.5%. The increase was due to the higher
level of sales during the first six months of 1999 (which includes shipments of
orders taken at the Dealers' Mart held during June 1999) and because of extended
terms given to customers as a part of the sales promotion in conjunction with
the Dealers' Mart.
Inventories decreased by $2,904,000 or 16.4% in the six months ended
June 30, 1999. Additionally, inventories decreased $857,000 or 5.5% compared to
June 30, 1998, as the Company continues its efforts to reduce inventory levels
while maintaining its high "fill rate" (the percentage of items shipped within
48 hours of the receipt of an order) on customer orders.
Trade payables increased $862,000 at June 30, 1999, or 4.4% from
December 31, 1998, because of extended terms received from suppliers in
connection with the Dealers' Marts.
The Company's working capital needs and investing activity requirements
for the six month period ended June 30, 1999 were greater than cash flow from
operations and therefore the Company increased its borrowing under its working
capital line of credit. At June 30, 1999, the Company had an unused working
capital line of credit of $3,094,000, which it believes is adequate to finance
its working capital requirements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's interest rate risk
includes "forward looking statements" that involve risks and uncertainties.
Actual results could differ materially from those projected in the forward
looking statements.
The Company's principal credit agreement and the Company's lease with
respect to industrial development bonds issued to finance the Company's
principal warehouse distribution facility both bear a floating interest rate
based on, in the case of the credit agreement, the prime rate or at the
Company's option 2 1/2% over LIBOR, and in the case of the industrial
development lease, based on 92% of the prime rate. Accordingly, the Company is
subject to market risk associated with changes in interest rates. At June 30,
1999, $16,906,000 was outstanding under the credit agreement and $2,023,000 was
outstanding under the industrial development lease agreement. For 1998, the
average principal amount outstanding under the credit agreement was $12,039,000.
Assuming the average amount outstanding under the credit agreement during 1999
is equal to such average amount outstanding during 1998 and assuming the Company
makes its scheduled amortization payments on its industrial development lease of
$769,000 in 1999, a 1% increase in the applicable interest rate during 1999
would result in additional interest expense of approximately $60,000, which
would reduce cash flow and pre-tax earnings dollar for dollar.
9
<PAGE> 10
IMPACT OF YEAR 2000
The Company is in the process of modifying or replacing those portions
of its software which are used in the ordinary course of the Company's business
so that its computer, telephone and other systems will function properly with
respect to dates of the year 2000 and thereafter. Based on its current
assessment of which portions of the software and hardware must be modified, the
Company estimates the cost of the year 2000 project will be approximately
$200,000, of which $39,000 has been expended through the second quarter of 1999.
The Company anticipates that the required modifications will be largely
completed in a timely fashion between now and year end and does not anticipate
any material interruption of its business stemming from the failure of its
software and hardware to be year 2000 compliant. The Company is focusing its
efforts on those systems which it believes are essential to its ability to
conduct its operations in the ordinary course of business and anticipates that
the modification, replacement and testing of those systems will be largely
completed by the end of the third quarter of 1999.
The Company has made an assessment of the year 2000 compliance of most
of its embedded microchips and other micro-processors in the non-information
technology equipment that it uses in its operations. While it is impossible to
be certain, the Company presently anticipates that it will be able to repair or
replace non-year 2000 compliant equipment as necessary without material
disruption to it operations.
Even though the Company is in the process of converting its computer
and other systems so that they will be year 2000 compliant, it is possible that
third parties with whom the Company does business will encounter problems with
their systems that may have an adverse impact on the Company. The Company has
not ascertained the year 2000 compliance of the approximately 1,400 suppliers of
the products it distributes. However, no supplier accounts for more than 4.5% of
the Company's total purchases and substantially all products of the type
distributed by the Company are available from a number of manufacturers. The
Company has no contingency plan for addressing possible disruptions in utility
service to the Company stemming from year 2000 problems, such as power,
telephone and the like, but will rely on those suppliers to address their year
2000 issues in a timely manner so as to avoid a material disruption of service
to the Company.
The Company is unable to predict with any certainty the reasonable
worst case scenario for disruption to its operations stemming from year 2000
issues. These could range from minor disruption of its operations requiring
temporary work-around solutions that may involve additional overtime or other
unanticipated costs, to the potential for lost sales and additional costs to
repair or replace equipment if the Company encounters greater disruption than is
currently anticipated.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this report (other than the
financial statements and other statements of historical fact) are
forward-looking statements. Words such as "expects", "believes", "estimates",
"anticipates", "in the process", "could", "target" and "objective" indicate the
presence of forward-looking statements. There can be no assurance that future
developments will be in accordance with management's expectations or that the
effect of future developments on the Company will be those anticipated by
management. Among the factors that could cause actual results to differ
materially from estimates reflected in such forward-looking statements are the
following:
- - competitive pressures on sales and pricing, including those from other
wholesale distributors and those from retailers in competition with the
Company's customers;
- - the Company's ability to achieve projected cost savings from its
warehouse modernization program and ongoing cost reduction efforts;
- - changes in cost of goods and the effect of differential terms and
conditions available to larger competitors of the Company;
- - uncertainties associated with any acquisition the Company may seek to
implement;
- - changes in general economic conditions, including interest rates; and
- - impact of year 2000 on the Company's operations, including issues
relating to the compliance or lack thereof by third-party suppliers.
10
<PAGE> 11
Part II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Registrant was held on Thursday, April 22,
1999 at 10:00 a.m. At the meeting Messrs. William Riley, Pierce E. Marks, Jr.,
L.Ward Edwards, Michael B. Stubbs and Ronald J. Juvonen were re-elected as
directors of the Registrant.
The following table sets forth the distribution of votes cast with
regard to each of the nominees:
<TABLE>
<CAPTION>
Votes Cast Votes
For Nominee Withheld
----------- --------
<S> <C> <C>
William Riley 1,835,706 2,400
Pierce E. Marks, Jr. 1,835,706 2,400
L. Ward Edwards 1,835,706 2,400
Michael B. Stubbs 1,835,706 2,400
Ronald J. Juvonen 1,835,706 2,400
</TABLE>
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBIT 3(A) -- Restated Certificate of Incorporation of Company, filed
as Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1987 and incorporated herein by reference,
EXHIBIT 3(A)-1 -- Amendment to Restated Certificate of Incorporation
dated May 7, 1987, filed as Exhibit 3(a)-1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference,
EXHIBIT 3(B) -- By-Laws of the Company, filed as Exhibit 3(d) to the
Company's Registration Statement on Form S-1 (Reg. No. 33-3032) and
incorporated herein by reference, 3(b)-1 -- Article VII of By-Laws of
the Company, as amended May 7, 1987 filed as Exhibit 3(b)-1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1987 and incorporated herein by reference,
ITEM 27 -- Financial Data Schedule (For SEC Purposes Only).
(b) There were no reports on Form 8-K filed by the Company during the three
month period ended June 30,1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOORE-HANDLEY, INC.
------------------------
(Registrant)
Date: August 12, 1999 /s/ Michael J. Gaines
--------------- ------------------------
Michael J. Gaines
President and
Chief Operating Officer
/s/ Peter B. Covert
------------------------
Peter B. Covert
Chief Financial Officer
(Principal Accounting and
Financial Officer)
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3 (a) Restated Certificate of Incorporation of Company, filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1987 and incorporated herein by
reference.
3 (a)-1 Amendment to Restated Certificate of Incorporation dated
May 7, 1987, filed as Exhibit 3(a)-1 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.
3 (b) By-laws of the Company, filed as Exhibit 3(d) to the
Company's Registration Statement on Form S-1 (Reg. No.
33-3032) and incorporated herein by reference.
3 (b)-1 Article VII of By-laws of the Company, as amended May 7,
1987 filed as Exhibit 3(b)-1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1987 and
incorporated herein by reference.
27 Financial Data Schedule (For SEC purposes only).
</TABLE>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOORE HANDLEY FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
End
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOORE HANDLEY FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 234
<SECURITIES> 0
<RECEIVABLES> 28,471
<ALLOWANCES> 0
<INVENTORY> 14,803
<CURRENT-ASSETS> 48,946
<PP&E> 20,127
<DEPRECIATION> (12,102)
<TOTAL-ASSETS> 58,076
<CURRENT-LIABILITIES> 24,382
<BONDS> 19,344
0
0
<COMMON> 251
<OTHER-SE> 13,014
<TOTAL-LIABILITY-AND-EQUITY> 58,076
<SALES> 87,367
<TOTAL-REVENUES> 87,367
<CGS> 74,085
<TOTAL-COSTS> 79,633
<OTHER-EXPENSES> 7,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 636
<INCOME-PRETAX> (102)
<INCOME-TAX> (38)
<INCOME-CONTINUING> (64)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (64)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
