SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended March 29, 2003 |
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 or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
389 John Downey Drive P.O. Box 1500, New Britain, CT 06050
(Address of Principal Executive Offices and Zip Code)
860-826-3600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(g) 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) |
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 ¨
Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class |
Outstanding at April 26, 2003 | |
| Common stock, $0.01 par value |
3,189,784 |
FORWARD-LOOKING INFORMATION
This report contains statements about future events and expectations that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations of the Company’s future economic performance, taking into account the information that is currently available to management. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties (including, but not limited to, economic, competitive, governmental and technological factors outside our control) that may cause the Company’s actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements.
The words “believe,” “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “objective,” “seek,” “strive,” “might,” “seeks,” “likely result,” “build,” “grow,” “plan,” “goal,” “expand,” “position,” or similar words, or the negatives of these words, or similar terminology, identify forward-looking statements.
For a description of the factors that could cause the actual results of the Company to be materially different from those projected, please review the Company’s SEC reports that detail these risks and uncertainties and the section captioned “Forward Looking Information” contained in the Company’s Annual Report on Form 10-K for the year ended December 28, 2002. Any forward looking statements should be considered in light of these factors.
2
MOORE MEDICAL CORP. & SUBSIDIARY
| PAGE | ||||
| PART I. FINANCIAL INFORMATION |
||||
| Item 1. |
Consolidated Financial Statements |
|||
| Consolidated Balance Sheets at March 29, 2003 (unaudited) and December 28, 2002 |
4 | |||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 8 | ||||
| Item 2. |
Management’s Discussion and Analysis of Results of Operations and Financial Condition |
12 | ||
| Item 3. |
16 | |||
| Item 4. |
16 | |||
| PART II. OTHER INFORMATION |
||||
| Item 6. |
17 | |||
| 18 | ||||
3
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
MOORE MEDICAL CORP. & SUBSIDIARY
| (Amounts in thousands, except par value) |
March 29, 2003 |
December 28, 2002 |
||||||
| (unaudited) |
||||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ |
100 |
|
$ |
100 |
| ||
| Accounts receivable, less allowances of $1,371 and $1,249, respectively |
|
18,602 |
|
|
17,187 |
| ||
| Inventories |
|
10,958 |
|
|
11,230 |
| ||
| Prepaid expenses and other current assets |
|
1,635 |
|
|
1,216 |
| ||
| Deferred income taxes |
|
1,871 |
|
|
1,871 |
| ||
| Total Current Assets |
|
33,166 |
|
|
31,604 |
| ||
| Noncurrent Assets |
||||||||
| Property, plant and equipment, net |
|
6,199 |
|
|
6,254 |
| ||
| Other assets |
|
2,202 |
|
|
2,137 |
| ||
| Total Noncurrent Assets |
|
8,401 |
|
|
8,391 |
| ||
| $ |
41,567 |
|
$ |
39,995 |
| |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Current Liabilities |
||||||||
| Accounts payable |
$ |
8,395 |
|
$ |
5,794 |
| ||
| Amounts due to customers |
|
2,126 |
|
|
2,342 |
| ||
| Accrued expenses |
|
1,678 |
|
|
1,723 |
| ||
| Cash overdraft |
|
1,335 |
|
|
1,632 |
| ||
| Current portion of long-term debt |
|
3,799 |
|
|
— |
| ||
| Total Current Liabilities |
|
17,333 |
|
|
11,491 |
| ||
| Deferred Income Taxes |
|
855 |
|
|
855 |
| ||
| Accrued Pension |
|
408 |
|
|
233 |
| ||
| Long Term Debt |
|
— |
|
|
4,281 |
| ||
| Shareholders’ Equity |
||||||||
| Preferred stock, no shares outstanding |
|
— |
|
|
— |
| ||
| Common stock—$.01 par value; |
||||||||
| Shares authorized—10,000 |
||||||||
| Shares issued—3,246 in 2003 and 2002 |
|
32 |
|
|
32 |
| ||
| Additional paid-in capital |
|
21,518 |
|
|
21,513 |
| ||
| Note receivable |
|
(321 |
) |
|
(316 |
) | ||
| Accumulated other comprehensive loss |
|
(1,095 |
) |
|
(1,095 |
) | ||
| Retained earnings |
|
3,337 |
|
|
3,501 |
| ||
|
|
23,471 |
|
|
23,635 |
| |||
| Less treasury shares, at cost, 56 shares in 2003 and 2002 |
|
(500 |
) |
|
(500 |
) | ||
| Total Shareholders’ Equity |
|
22,971 |
|
|
23,135 |
| ||
| $ |
41,567 |
|
$ |
39,995 |
| |||
The accompanying notes are an integral part of the consolidated financial statements.
4
MOORE MEDICAL CORP. & SUBSIDIARY
Consolidated Statements of Operations For The Three Months Ended
(Unaudited)
| (Amounts in thousands, except per share data) |
March 29, 2003 |
March 30, 2002 | |||||
| Net sales |
$ |
33,613 |
|
$ |
32,437 | ||
| Cost of products sold |
|
24,519 |
|
|
23,441 | ||
| Gross profit |
|
9,094 |
|
|
8,996 | ||
| Sales and marketing expenses |
|
2,870 |
|
|
2,566 | ||
| General and administrative expenses |
|
6,437 |
|
|
6,080 | ||
| Operating (loss) income |
|
(213 |
) |
|
350 | ||
| Interest expense, net |
|
43 |
|
|
47 | ||
| (Loss) income before income taxes |
|
(256 |
) |
|
303 | ||
| Income tax (benefit) provision |
|
(92 |
) |
|
108 | ||
| Net (loss) income |
$ |
(164 |
) |
$ |
195 | ||
| Basic net (loss) income per share |
$ |
(0.05 |
) |
$ |
0.06 | ||
| Diluted net (loss) income per share |
$ |
(0.05 |
) |
$ |
0.06 | ||
| Basic common shares outstanding* |
|
3,190 |
|
|
3,154 | ||
| Diluted common shares outstanding* |
|
3,190 |
|
|
3,177 | ||
| * | weighted average |
The accompanying notes are an integral part of the consolidated financial statements.
5
MOORE MEDICAL CORP. & SUBSIDIARY
Consolidated Statement of Shareholders’ Equity For The Three Months Ended
(Unaudited)
| Common Stock |
Treasury Stock |
Additional Paid-In Capital |
Note Receivable |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Total Shareholders’ Equity |
Comprehensive Income (Loss) |
|||||||||||||||||||||||||||||
| (Amounts in thousands) |
Shares |
Amounts |
Shares |
Amounts |
||||||||||||||||||||||||||||||||
| Balance at December 29, 2001 |
3,246 |
$ |
32 |
(92 |
) |
$ |
(820 |
) |
$ |
21,548 |
|
$ |
(298 |
) |
$ |
— |
|
$ |
2,263 |
|
$ |
22,725 |
|
|||||||||||||
| Net income |
— |
|
— |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
195 |
|
|
195 |
|
$ |
195 |
| ||||||||||
| Stock options/compensation |
— |
|
— |
2 |
|
|
22 |
|
|
(6 |
) |
|
— |
|
|
— |
|
|
— |
|
|
16 |
|
|||||||||||||
| Interest on note receivable |
— |
|
— |
— |
|
|
— |
|
|
5 |
|
|
(5 |
) |
|
— |
|
|
— |
|
||||||||||||||||