FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ______________
Commission file number 1-8903
MOORE MEDICAL CORP.
(Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
DELAWARE 22-1897821
(State of incorporation) (I.R.S. Employer
Identification Number)
P.O. BOX 1500, NEW BRITAIN, CT 06050
(Address of principal executive offices)
860-826-3600
(Registrant's telephone number)
--------------------------------------------------------------------------------
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 such
filing requirements for the past 90 days. Yes ___x___ No _____
3,153,943 number of shares of Common Stock outstanding as of July 19, 2001.
1
MOORE MEDICAL CORP.
Balance Sheets
(Amounts in thousands, except par value) JUNE 30, 2001 YEAR END 2000
(Unaudited)
ASSETS
Current Assets
Cash $ 1,496 $ 5,233
Accounts receivable, less allowances
of $192 and $201...................................... 14,460 12,326
Inventories.............................................. 9,436 9,554
Prepaid expenses and other current assets................ 2,915 2,152
Deferred income taxes.................................... 3,692 3,692
------- -------
Total Current Assets............................... 31,999 32,957
------- -------
NONCURRENT ASSETS
Equipment and leasehold improvements, net. 9,006 9,672
Other assets............................................. 2,253 2,500
------- -------
Total Noncurrent Assets............................ 11,259 12,172
------- -------
$43,258 $45,129
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable......................................... $12,095 $10,192
Accrued expenses......................................... 1,307 2,984
------- -------
Total Current Liabilities.......................... 13,402 13,176
------- -------
DEFERRED INCOME TAXES....................................... 2,387 2,387
LONG TERM NOTES PAYABLE 4,935 5,208
SHAREHOLDERS' EQUITY
Preferred stock, no shares outstanding................... - -
Common stock - $.01 par value;
Shares authorized - 10,000
Shares issued - 3,246.................................... 32 32
Capital in excess of par value........................... 21,556 21,700
Note receivable........................................ (289) -
Retained earnings........................................ 2,055 3,913
------- -------
23,354 25,645
Less treasury shares, at cost, 92 and 145
shares................................................ (820) (1,287)
------- -------
Total Shareholders' Equity......................... 22,534 24,358
------- -------
$43,258 $45,129
======= =======
The accompanying notes are an integral part of the financial statements.
2
MOORE MEDICAL CORP.
Statements of Operations
(Amounts in thousands, except per share data) SECOND QUARTER
-------------------
2001 2000
(Unaudited)
Net sales......................................................... $32,476 $30,253
Cost of products sold............................................. 22,691 21,175
------- -------
Gross profit...................................................... 9,785 9,078
Selling, general & administrative expenses........................ 10,815 9,023
------- -------
Operating (loss) income........................................... (1,030) 55
Interest expense (income), net.................................... 108 (76)
------- -------
(Loss) income before income taxes................................. (1,138) 131
Income tax (benefit) provision.................................... (378) 52
------- -------
Net (loss) income................................................. $ (760) $ 79
======= =======
Basic and diluted net (loss) income per share..................... $ (0.24) $ 0.03
======= =======
Basic and diluted common shares outstanding*...................... 3,154 3,044
* weighted average
Note: The second quarters end as of June 30, 2001 and July 1, 2000.
The accompanying notes are an integral part of the financial statements.
3
MOORE MEDICAL CORP.
Statements of Operations
(Amounts in thousands, except per share data) FIRST TWO QUARTERS
-------------------------
2001 2000
(Unaudited)
Net sales......................................................... $64,725 $59,770
Cost of products sold............................................. 45,164 42,019
------- -------
Gross profit...................................................... 19,561 17,751
Selling, general & administrative expenses........................ 22,429 18,128
------- -------
Operating loss.................................................... (2,868) (377)
Interest expense (income), net.................................... 72 ( 103)
------- -------
Loss before income taxes.......................................... (2,940) (274)
Income tax benefit................................................ (1,083) (98)
------- -------
Net loss.......................................................... $(1,857) $ (176)
======= =======
Basic and diluted net loss per share.............................. $ (0.59) $ (0.06)
======= =======
Basic and diluted common shares outstanding*....................... 3,135 3,008
* weighted average
Note: The first two quarters end as of June 30, 2001 and July 1, 2000.
The accompanying notes are an integral part of the financial statements.
4
MOORE MEDICAL CORP.
Statements of Cash Flows
(Amounts in thousands) FIRST TWO QUARTERS
---------------------------
2001 2000
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss................................................................ $(1,857) $ (176)
Adjustments to reconcile net loss to net
cash flows (used in) provided by operating activities:
Depreciation and amortization......................................... 1,565 1,316
Changes in operating assets and liabilities:
Accounts receivable............................................... (2,134) (1,132)
Inventories....................................................... 118 3,459
Other current & noncurrent assets................................. (584) (491)
Accounts payable.................................................. 1,903 2,039
Other current liabilities............................................... (1,678) (130)
------- -------
Net cash flows (used in) provided by
operating activities.................................................... (2,667) 4,885
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment & leasehold improvements acquired............................. (831) (1,331)
Acquisition of business................................................. - (1,254)
------- -------
Net cash flows used in investing activities............................. (831) (2,585)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Long term notes payable................................................ (273) 500
Notes receivable....................................................... (289) -
Sale of treasury stock................................................. 323 1,294
------- -------
Net cash flows (used in) provided by financing
activities............................................................. (239) 1,794
------- -------
(Decrease) increase in cash............................................ (3,737) 4,094
Cash at beginning of period............................................ 5,233 744
------- -------
CASH AT END OF PERIOD................................................. $ 1,496 $ 4,838
======= =======
The accompanying notes are an integral part of the financial statements.
5
MOORE MEDICAL CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Moore Medical Corp. is a multi-channel, Internet-enabled marketer and
distributor of medical/surgical products and pharmaceuticals. We provide these
products to nearly 100,000 health care practices and facilities in non-hospital
settings nationwide, including: physicians, emergency medical technicians,
medical departments at industrial sites, municipalities, university and school
health services, correctional facilities and other specialty practice
communities. We market and serve our customers through the Internet, direct
mail, industry specialized telephone support representatives, and key
opportunity sales representatives. Moore Medical's direct marketing and
distribution business has more than fifty years of operating experience.
BASIS OF PRESENTATION
Moore Medical 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 June 30, 2001 do not necessarily indicate the results
to be expected for the fiscal year ended December 29, 2001 or any other future
period. The fiscal quarters ended on June 30, 2001 and July 1, 2000.
The accompanying unaudited 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 2000
Annual Report filed on Form 10-K and in this Form 10-Q Quarterly Report.
Certain prior year amounts have been reclassified to conform with the current
year presentation.
RECENT PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin 101, Revenue Recognition in Financial Statements ("SAB 101"), as
amended in March and June 2000. SAB 101 provides guidance on the recognition,
presentation and disclosure of revenue in financial statements for all public
registrants. We are required to adopt SAB 101 no later than our fourth quarter
of 2001. The adoption of SAB 101 is not expected to have material effect on our
financial position or results of operations.
6
MOORE MEDICAL CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
OVERVIEW
--------
Moore Medical's mission is to provide medical professionals with the supplies
and safety products they need to improve wellness and save lives. With more
than fifty years of business experience, we currently market and distribute
medical/surgical and pharmaceutical products to nearly 100,000 health care
practices and facilities in non-hospital settings nationwide. Moore Medical
continues to move forward with a renewed dedication to understanding the needs
of the customer communities we serve and delivering quality medical products and
services to our customers. While the benefits of the significant investments
made in technology in late 1999 and 2000 have not yet been fully realized in our
financial results, we have begun to see the positive effects of transformational
changes throughout the organization. These investments, coupled with
improvements in supply chain management, will help bolster earnings improvements
throughout 2001.
RESULTS OF OPERATIONS
---------------------
SECOND QUARTER ENDED JUNE 30, 2001 COMPARED TO JULY 1, 2000
-----------------------------------------------------------
The second quarter net sales of $32.5 million increased 7.3% from $30.3 million
in the same period a year ago. This is the fourth consecutive year-over-year
increase of more than 6% in quarterly sales. This revenue growth resulted
primarily from approximately a 6.5% growth in our customer base from the second
quarter 2000, which was a result of the Company's effort to position itself as
the preferred supplier to targeted health care specialties. The increase in the
Company's customer base translated itself to a 7.0% increase in the number of
transactions processed during the quarter. This increase in both customers and
transactions was, to a large extent, a result of the continuation of
management's initiative in multi-channel/direct marketing resulting in a 180%
growth in Internet-based revenue.
For the 2001-second quarter, gross profit dollars increased by 7.8% to $9.8
million. Overall gross profit margins remained constant at 30.1% from 30.0% in
second quarter 2000. The Company maintained those margins through continuous
improvement of our supply chain operations through the implementation of E3
Trim(R) demand planning software. This has resulted in an improvement in the
Company's cost structure.
Selling, general and administration expenses, expressed as a percentage of net
sales, were 33.3% for the second quarter, as compared to 29.8% for the same
period in 2000. The increase from a year ago continues to reflect higher
salaries related to the filling of key management and staff positions, outside
consulting primarily associated with consulting fees related to our Podiatry
Online and MERGInet acquisitions and the timing of publication and distribution
of our direct mail catalog. In addition, higher depreciation and amortization
7
associated with the Company's earlier investments in technology and higher bank
charges, reflecting the more frequent use of credit cards because of higher
revenues, and the growth of Internet-based revenue (where credit cards are the
preferred method of payment), contributed to the higher SG&A expenses in the
second quarter. This was the third consecutive quarter that SG&A expenses, as a
percentage of sales, has improved. In addition, SG&A expenses in the second
quarter declined $0.8 million from the 1st quarter 2001.
Interest expense increased in the second quarter 2001 to $0.1 million from
interest income of $0.1 million for the same period a year ago. This increase
was attributable to the interest bearing, long term settlement note, dated
February 1, 2001, to the U.S. Government.
Net loss for the second quarter was ($0.8) million, or ($0.24) per share, as
compared with net income of $0.08 million, or $0.03 per share, for last year's
second quarter. The loss for the current quarter reflected the Company's
planned investment program, now largely completed, in marketing, customer care,
and operating efficiency initiatives. When compared to the first quarter 2001,
the net loss improved from ($1.1) million, or ($0.35) per share on roughly the
same net sales. This was the second consecutive quarter of earnings improvement
for the Company.
FIRST TWO QUARTERS ENDED JUNE 30, 2001 COMPARED TO JULY 1, 2000
----------------------------------------------------------------
Net sales of $64.7 million for the first half of 2001 increased 8.3% from $59.8
million in the comparable period of 2000. The increase in sales was primarily
due to a combination of marketing programs, which led to a 9.5% increase in the
number of transactions over the similar period in 2000. The growth in
transactions was offset to a small degree by a small decrease in the average
dollar transaction size. The overall net sales growth also reflects strong
revenue growth for the Company's Internet-based revenue, which increased $3.3
million, or over 200%, to $4.8 million for the first half of the fiscal year,
compared to $1.5 million for the same period a year ago.
For the first half of 2001, gross profit dollars increased approximately $1.8
million to $19.6 million, compared to $17.8 million for the same period a year
ago. Overall gross profit margins increased to 30.2% from 29.7% in 2000. The
increased gross profit margin was primarily attributable to a higher margin
product mix and continuing improvements of our supply chain operations through
the implementation of E3 Trim(R) demand planning software.
Selling, general and administrative expenses during the first half of 2001
increased $4.3 million to $22.4 million compared to $18.1 million in the first
half of 2000. The Company's more aggressive marketing strategies contributed to
the year-over-year increase in these expenses. In addition, SG&A expenses
increased because of higher salary costs related to the filling of key
management and staff positions, expenses related to Podiatry Online and MERGInet
acquisitions, and higher depreciation and amortization related to the Company's
earlier investments in technology.
8
Interest expense for the first half of 2001 increased to $0.1 million from
interest income of $0.1 million for the same period a year ago. This increase
was attributable to the interest bearing, long term settlement note, dated
February 1, 2001, to the U.S. Government.
Results for the first half of 2001 showed a net loss of ($1.9) million, or
($0.59) per share, compared with net loss of ($0.2) million, or ($0.06) per
share, in the first half of 2000.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company ended the second quarter with $1.5 million in cash and short-term
investments, a $3.7 million decrease from December 30, 2000. The liquidity
decline was the result of net cash used in operating and investing activities.
The Company's operations used $2.7 million in cash during the first half of
2001. The primary sources of cash were a $1.9 million increase in accounts
payable attributable to supply chain management which resulted in an increase in
inventory turns and $1.6 million related to depreciation and amortization mainly
associated with increased technology investments. The primary uses of cash
included ($1.9) million of net loss, an increase in accounts receivable of $2.1
million attributable to an increase in net sales, and $2.3 million in other
assets and liabilities.
Capital expenditures used $0.8 million in the first half of the year 2001
primarily for technology and operating efficiency initiatives. As called for in
management's strategic plan, this compares favorably to capital expenditures of
$1.3 million in the first half of 2000.
Financing activities used $0.2 million for the six months of 2001, primarily
attributable to payments relating to the settlement with the U.S. Government.
As the business grows, the Company believes that the funding needs for our
operating working capital and investments will continue to be met through
cashflow from operations and financing under our line of credit. On January 26,
2001, the Company entered into a three-year bank financing agreement, which will
provide up to $15 million in a revolving credit line. Our business continues not
to be materially impacted by seasonal factors. The Company believes it has
adequate capital resources at its disposal to fund currently anticipated capital
expenditures, business growth and expansion, and current and projected debt
service requirements.
FORWARD-LOOKING INFORMATION
---------------------------
From time to time, the Company may make forward-looking statements, that is
statements about the future rather than of past or present fact. Statements
about our mission, strategy or plans, or which are about an expectation,
intention, anticipation, projection or belief concerning the future, are also
forward-looking. Words such as "believes", "expects", "anticipates", "intends",
"plans", "estimates", or similar expressions, also identify forward looking
9
statements. You should not place undue reliance on such statements because
actual events or results may differ materially from those described therein by
reason of many factors, including:
o delays or difficulties in the implementation of the Company's strategy to
transform itself into an integrated multi-channel marketing and sales
enterprise;
o unforeseen disruptions or security breaches in the Company's web sites;
online security breaches;
o failure to keep up with rapidly changing technologies or Internet
developments;
o new governmental regulation of the Internet;
o issues regarding changes in, or compliance with, laws regulating the
distribution of drugs and medical devices;
o changes in governmental support or insurance coverage of healthcare products
or services;
o intensified competition resulting (for example) from further distributor
consolidations or from larger distributors able to benefit from economies of
scale; and
o disruptions in, or cost increases for services or systems on which the
Company is dependant, such as (for example) deliveries of inventory to
customers.
These factors are not all-inclusive. Others may be referred to, from time to
time, in other filings of the Company with the Securities and Exchange
Commission. In addition, management may not be able to identify all factors.
Moreover, new ones may emerge and the Company does not necessarily update its
forward-looking statements. Accordingly, they should not be relied upon as
assurances regarding the future.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------
We have no material market risk exposure associated with activities in
derivative financial statements, other financial instruments, or derivative
commodity instruments.
10
PART II. OTHER INFORMATION
---------------------------------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
(a) The 2001 Annual Meeting of Shareholders of the Company was held
May 24, 2001.
(b) At the Annual Meeting, the Company's shareholders voted on
the following:
1. Election of directors
Name of Nominee For Withheld
--------------------------- --------------- -------------
Linda M. Autore 2,212,093 148,311
Christopher Brody 2,212,093 148,311
Steven Kotler 2,212,090 148,314
Robert H. Steele 2,212,093 148,311
Peter C. Sutro 2,212,093 148,311
Wilmer J. Thomas, Jr. 2,212,093 148,311
Dan K. Wassong 2,212,093 148,311
2. Proposal to appoint Independent Auditors
For 2,323,256
Against 35,000
11
ITEM 5. OTHER MATTERS
-------------
As of June 30, 2001, the members of the Board of Directors of the Company and of
its Committees, were:
Director Committees
-------- ----------
Linda M. Autore --
Christopher Brody Compensation.
Steven Kotler Executive (Chairman); Audit;
Nominating; Compensation.
Robert H. Steele (Chairman) Executive; Audit (Chairman).
Peter C. Sutro --
Wilmer J. Thomas, Jr. Executive; Audit; Compensation;
Nominating.
Dan K. Wassong --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
No Exhibits.
(b) Reports on Form 8-K
-------------------
No report on Form 8-K was filed during the quarter.
12
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/ James R. Simpson
--------------------------------- ---------------------------------------
Linda M. Aurore, President James R. Simpson, Executive
and Chief Executive Officer Vice President and Chief
August 8, 2001 Financial Officer
August 8, 2001
BY: /s/ Susan G. D'Amato
--------------------------------------
Susan G. D'Amato, Vice President -
Finance and Controller
August 8, 2001
13