<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 SEPTEMBER 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 1,873,184 shares
---------------------------- --------------------------------
Class Outstanding at November 11, 1999
<PAGE> 2
MOORE-HANDLEY, INC.
INDEX
<TABLE>
<CAPTION>
Item No. Page No.
- -------- --------
<S> <C>
PART I. FINANCIAL INFORMATION - UNAUDITED
1. Condensed Balance Sheets -
September 30, 1999 and 1998 and December 31, 1998.................................... 3
Condensed Statements of Operations -
Three Months and Nine Months Ended September 30, 1999 and 1998....................... 4
Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1999 and 1998........................................ 5
Condensed Notes to Financial Statements................................................. 6
2. Management's Discussion and Analysis
of Financial Condition and Results of Operations..................................... 7-11
3. Quantitative and Qualitative Disclosures About Market Risk.............................. 11
PART II. OTHER INFORMATION
6. Exhibits and Reports on Form 8-K........................................................ 12
Signatures.............................................................................. 12
</TABLE>
2
<PAGE> 3
MOORE-HANDLEY, INC.
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
----------------------------------- -------------
1999 1998 1998
------------ ------------ ------------
(unaudited) (unaudited) (Note 1)
<S> <C> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents ............................... $ 257,000 $ 75,000 $ 122,000
Trade receivables, net .................................. 27,214,000 22,697,000 24,228,000
Other receivables ....................................... 3,631,000 3,887,000 3,073,000
Merchandise inventory ................................... 17,594,000 18,900,000 17,707,000
Prepaid expenses ........................................ 770,000 334,000 385,000
Refundable income tax ................................... 103,000 22,000 --
Deferred income taxes ................................... 590,000 551,000 590,000
------------ ------------ ------------
Total current assets ................................ 50,159,000 46,466,000 46,105,000
Prepaid pension cost .................................... 996,000 1,136,000 1,146,000
Property and equipment .................................. 20,349,000 19,038,000 19,502,000
Less accumulated depreciation .......................... (12,404,000) (11,231,000) (11,496,000)
------------ ------------ ------------
Net property and equipment .......................... 7,945,000 7,807,000 8,006,000
Deferred charges, net ................................... 13,000 23,000 18,000
------------ ------------ ------------
$ 59,113,000 $ 55,432,000 $ 55,275,000
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Account payable ......................................... $ 20,730,000 $ 23,356,000 $ 19,633,000
Accrued payroll ......................................... 680,000 740,000 535,000
Other accrued liabilities ............................... 2,341,000 2,359,000 1,994,000
Long-term debt due in one year .......................... 1,200,000 1,152,000 1,246,000
------------ ------------ ------------
Total current liabilities ............................ 24,951,000 27,607,000 23,408,000
Long-term debt ............................................. 19,854,000 13,497,000 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 stockholder's equity ........................... 12,972,000 12,927,000 13,078,000
------------ ------------ ------------
Total stockholder's equity ....................... 13,223,000 13,178,000 13,329,000
------------ ------------ ------------
$ 59,113,000 $ 55,432,000 $ 55,275,000
============ ============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
MOORE-HANDLEY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------------- --------------------------------
1999 1998 1999 1998
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Net Sales .............................................. $ 43,566,000 $ 38,729,000 $ 130,933,000 $117,213,000
Cost of merchandise sold ............................... 36,634,000 32,769,000 110,718,000 99,150,000
Warehouse and delivery expense ......................... 2,802,000 2,422,000 8,350,000 6,895,000
------------ ------------ ------------- ------------
Cost of sales .......................................... 39,436,000 35,191,000 119,068,000 106,045,000
------------ ------------ ------------- ------------
Gross profit ........................................... 4,130,000 3,538,000 11,865,000 11,168,000
Selling and administrative expense ..................... 3,821,000 3,358,000 11,021,000 10,100,000
------------ ------------ ------------- ------------
Operating income ....................................... 309,000 180,000 844,000 1,068,000
Interest expense, net .................................. 378,000 332,000 1,014,000 1,051,000
------------ ------------ ------------- ------------
Income (loss) before provision for income tax (benefit)
expense ............................................ (69,000) (152,000) (170,000) 17,000
Income tax (benefit) expense ........................... (27,000) (55,000) (64,000) 7,000
------------ ------------ ------------- ------------
Net income (loss) ...................................... $ (42,000) $ (97,000) $ (106,000) $ 10,000
============ ============ ============= ============
Net income (loss) per common share-basic and diluted ... $ (.02) $ (.05) $ (.06) $ .01
============ ============ ============= ============
Weighted average common shares outstanding ............. 1,876,000 1,967,000 1,876,000 1,892,000
============ ============ ============= ============
</TABLE>
See accompanying notes.
4
<PAGE> 5
MOORE-HANDLEY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ...................................................... $ (106,000) $ 10,000
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Depreciation and amortization ................................. 917,000 945,000
Provision for doubtful accounts ............................... 225,000 180,000
Gain on sale of equipment ..................................... -- (177,000)
Change in assets and liabilities:
Trade and other receivables ............................... (3,769,000) (1,423,000)
Merchandise inventory ..................................... 113,000 (1,865,000)
Accounts payable and accrued expenses ..................... 1,589,000 6,150,000
Other assets .............................................. (338,000) 321,000
----------- -----------
Total adjustments ......................................... (1,263,000) 4,131,000
----------- -----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ..... (1,369,000) 4,141,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................................... (851,000) (599,000)
Proceeds from sale of equipment......................................... -- 297,000
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES .......................... (851,000) (302,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) of long-term debt .......................... 2,355,000 (4,919,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ............ 2,355,000 (4,919,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents ...................... 135,000 (1,080,000)
Cash and cash equivalents at beginning of period .......................... 122,000 1,155,000
----------- -----------
Cash and cash equivalents at end of period ................................ $ 257,000 $ 75,000
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
MOORE-HANDLEY, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE NINE MONTHS
ENDED SEPTEMBER 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 three quarters 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 September 30, 1999 increased $4,837,000
or 12.5% from the same quarter in 1998. Net loss per share for the quarter ended
September 30, 1999 was 2 cents per share compared to net loss per share of 5
cents per share for the quarter ended September 30, 1998. Net loss per share for
the nine months ended September 30, 1999 was 6 cents per share compared to net
income per share of 1 cent per share for the same period in 1998. Gross margin
improvement of $2,152,000 in the first nine months of 1999 over the same period
in 1998 was offset by disproportionately higher warehouse costs resulting in
lower earnings per share.
NET SALES
For the three months ended September 30, 1999, warehouse shipments
increased $2,792,000 or 11.0% and factory direct shipments increased $2,046,000
or 15.4% compared to the three months ended September 30, 1998. For the nine
months ended September 30, 1999, warehouse shipments increased 11.5%, factory
direct shipments increased 12.1%, and total net sales increased 11.7% compared
to the prior year period. The increase in factory direct shipments reflects near
record sales at the three Dealers' Marts held during each of the first three
quarters of 1999 as well as 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 third quarter 1998 was late in September and
the orders from that Mart were, for the most part, shipped and recorded in the
fourth 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 September 30,
1999 1998
---------------------- -----------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Warehouse shipments .................. $ 28,216 64.8% $ 25,425 65.6%
Factory direct shipments ............. 15,350 35.2% 13,304 34.4%
-------- ----- -------- -----
Net Sales .......................... $ 43,566 100.0% $ 38,729 100.0%
======== ===== ======== =====
<CAPTION>
Nine Months Ended September 30,
1999 1998
---------------------- ------------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Net Sales:
Warehouse shipments .................. $ 84,703 64.7% $ 75,979 64.8%
Factory direct shipments ............. 46,230 35.3% 41,234 35.2%
-------- ------ -------- -----
Net Sales .......................... $130,933 100.0% $117,213 100.0%
======== ====== ======== =====
</TABLE>
7
<PAGE> 8
OPERATIONS
The following table sets forth certain financial data as a percentage
of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------- ----- ------- -----
<S> <C> <C> <C> <C>
Net Sales .................................................. 100.0% 100.0% 100.0% 100.0%
======= ===== ======= =====
Gross Margin ............................................... 15.9% 15.4% 15.5% 15.4%
Warehouse and delivery expense ............................. 6.4% 6.3% 6.4% 5.9%
------- ----- ------- -----
Gross profit ............................................... 9.5% 9.1% 9.1% 9.5%
Selling and Administrative expense ......................... 8.8% 8.6% 8.4% 8.6%
------- ----- ------- -----
Operating income ........................................... 0.7% 0.5% 0.7% 0.8%
Interest expense, net ...................................... 0.9% 0.9% 0.8% 0.9%
------- ----- ------- -----
Income (loss) before provision for income tax (benefit) .... (0.2)% (0.4)% (0.1)% (0.1)%
======= ===== ======= =====
</TABLE>
GROSS MARGIN
The gross margin percentage for the quarter ended September 30, 1999
was 15.9%, up from 15.4% in the third quarter of 1998, and for the nine months
ended September 30, 1999 was 15.5% which was up slightly from 15.4% compared to
the nine months of the prior year.
The following table sets forth the gross margin dollars, gross margin
percentages and year-over-year changes from 1998 and the first, second and third
quarter of 1999:
<TABLE>
<CAPTION>
Increase (Decrease)
Gross Margin vs. Same Quarter
---------------------------------------- in Previous Year
Percentage ---------------------------------
Amount of Total Amount Percentage
Quarter (in thousands) 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
3rd 6,932 15.9 972 0.5
</TABLE>
8
<PAGE> 9
WAREHOUSE AND DELIVERY EXPENSE
Warehouse and delivery expense for the third quarter 1999 increased
$380,000 or 15.7% compared to the same quarter last year. However, as a
percentage of warehouse sales, for the third quarter warehouse and delivery
expense increased 0.4 percentage points to 9.9% in 1999 from 9.5% in 1998.
Warehouse and delivery expense for the first nine months of 1998 was reduced
$177,000 by a gain on the sale of delivery equipment. For the nine month period,
excluding this gain, warehouse and delivery expense increased to 9.9% in 1999
from 9.3% in 1998 as a percentage of warehouse sales.
The following table sets forth the trend in warehouse and delivery
expenses in 1998 and, the first, second and third 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
3rd 2,802 9.9 380 0.4
</TABLE>
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense for the third quarter and the first nine
months of 1999 increased by $463,000 or 13.8% and $921,000 or 9.1% over the same
periods in 1998, respectively; however, as a percentage of sales, selling and
administrative expense was 8.4% for the first nine months of 1999 compared to
8.6% over the same period in 1998.
The following table sets forth the quarterly trend in selling and
administrative expenses in 1998 and the first, second and third 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)
3nd 3,821 8.8 463 0.2
</TABLE>
INTEREST EXPENSE
Interest expense increased $46,000 or 13.9% during the third quarter of
1999 compared to the same period during 1998 and decreased $37,000 or 3.5% for
the nine months of 1999 compared to the same period in 1998. Interest expense
was 0.9% of sales for the month of September in 1999 and 1998. Interest on the
Company's working capital line of credit is charged at the prime rate which was
8.5% at the end of the third quarter of 1998 and was 8.25% as of the end of the
same period in 1999.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
From December 31, 1998 to September 30, 1999, the Company's net trade
receivables increased by $2,986,000 or 12.3%. The increase was due to the higher
level of sales during the first nine months of 1999 and because of extended
terms given to customers as a part of the sales promotion in conjunction with
the third quarter 1999 Dealers' Mart.
Inventories decreased by $113,000 or 1% in the nine months ended
September 30, 1999 compared to December 31, 1998. Additionally, inventories
decreased $1,306,000 or 6.9% compared to September 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. The company's fill rate in recent months has
exceeded 96%.
The Company's working capital needs and investing activity requirements
for the nine month period ended September 30, 1999 were greater than cash flow
from operations and therefore the Company increased its borrowing under its
working capital line of credit. At September 30, 1999, the Company had an unused
working capital line of credit of $2,091,000, which it believes is adequate to
finance its working capital requirements.
INTEREST RATE 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 September
30, 1999, $17,761,000 was outstanding under the credit agreement and $1,832,000
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.
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
$45,000 most of which has been expended through the third 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. The modification, replacement and testing of
these essential systems has been completed as of 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.
10
<PAGE> 11
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption
"Interest Rate Risk" under Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations.
11
<PAGE> 12
Part II. OTHER INFORMATION (UNAUDITED)
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,
EXHIBIT 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 September 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: November 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)
12
<PAGE> 13
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 NINE MONTHS ENDED SEPTEMBER 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
End
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MOORE HANDLEY FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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0
0
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</TABLE>
