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 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 0-545 ----- Moore Products Co. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Pennsylvania 23-1427830 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Spring House, PA 19477 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (215) 646-7400 -------------- 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 [ ]. As of July 31, 1999, the number of shares of Registrant's Common Stock outstanding was 2,639,091. PART I. FINANCIAL INFORMATION Item 1. Financial Statements. MOORE PRODUCTS CO. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended June 30 --------------------------- 1999 1998 ----------- ----------- Net sales $80,773,000 $81,998,000 Cost of sales 46,899,000 48,808,000 ----------- ----------- Gross profit 33,874,000 33,190,000 Selling, research and development, administrative and general expenses 30,483,000 28,749,000 ----------- ----------- Operating income 3,391,000 4,441,000 Interest expense 43,000 20,000 ----------- ----------- Income before income taxes 3,348,000 4,421,000 Income tax provision 1,392,000 1,862,000 ----------- ----------- Net income $ 1,956,000 $ 2,559,000 =========== =========== Earnings per common share: Basic $ .74 $ .98 =========== =========== Diluted $ .70 $ .88 =========== =========== See Notes to Condensed Consolidated Financial Statements. 2 MOORE PRODUCTS CO. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30 --------------------------- 1999 1998 ----------- ----------- Net sales $41,572,000 $43,642,000 Cost of sales 24,796,000 26,262,000 ----------- ----------- Gross profit 16,776,000 17,380,000 Selling, research and development, administrative and general expenses 15,332,000 14,841,000 ----------- ----------- Operating income 1,444,000 2,539,000 Interest expense 37,000 20,000 ----------- ----------- Income before income taxes 1,407,000 2,519,000 Income tax provision 335,000 1,163,000 ----------- ----------- Net income $ 1,072,000 $ 1,356,000 =========== =========== Earnings per common share: Basic $ .41 $ .52 =========== =========== Diluted $ .38 $ .47 =========== =========== See Notes to Condensed Consolidated Financial Statements. 3 MOORE PRODUCTS CO. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 1999 1998 ASSETS ------------- ------------- CURRENT ASSETS (Unaudited) (Note A) Cash and cash equivalents $ 3,916,000 $ 7,549,000 Trade accounts receivable, less allowances of $1,014,000 in 1999 and $1,213,000 in 1998 40,011,000 41,945,000 Inventories 21,046,000 15,932,000 Prepaid expenses and deferred income taxes 5,191,000 4,394,000 ------------- ------------- TOTAL CURRENT ASSETS 70,164,000 69,820,000 PROPERTY, PLANT AND EQUIPMENT 65,873,000 63,182,000 Less: Accumulated depreciation (49,480,000) (47,267,000) ------------- ------------- 16,393,000 15,915,000 OTHER ASSETS Prepaid pension costs 18,239,000 16,232,000 ------------- ------------- $ 104,796,000 $ 101,967,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 10,066,000 $ 10,772,000 Accrued compensation 3,407,000 4,022,000 Advances from customers 7,377,000 5,076,000 Accrued income taxes 1,500,000 1,242,000 Other accrued liabilities 8,419,000 8,708,000 ------------- ------------- TOTAL CURRENT LIABILITIES 30,769,000 29,820,000 OTHER LIABILITIES 9,196,000 9,192,000 STOCKHOLDERS' EQUITY Preferred Stock, 5% cumulative, voting and convertible, par value $1 per share: Authorized - 325,000 shares Issued and outstanding - 175,950 shares 176,000 176,000 Common Stock, par value $1 per share: Authorized - 7,500,000 shares Issued and outstanding - 2,639,091 shares in 1999 and 2,619,471 shares in 1998 2,639,000 2,619,000 Capital in excess of par value 11,785,000 11,479,000 Retained earnings 52,541,000 51,169,000 Accumulated other comprehensive income (loss) (2,310,000) (2,488,000) ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 64,831,000 62,955,000 ------------- ------------- $ 104,796,000 $ 101,967,000 ============= ============= See Notes to Condensed Consolidated Financial Statements. 4 MOORE PRODUCTS CO. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, ----------------------------- 1999 1998 ----------- ----------- OPERATING ACTIVITIES: Net income $ 1,956,000 $ 2,559,000 Noncash (income) expenses: Depreciation 2,246,000 1,866,000 Deferred income taxes (300,000) (321,000) Pension and other postretirement benefits (2,007,000) (1,836,000) Changes in operating assets and liabilities: Trade accounts receivable 1,934,000 1,265,000 Inventories (5,114,000) (634,000) Accounts payable (706,000) (96,000) Other accrued liabilities (289,000) 652,000 Accrued compensation (615,000) (934,000) Advances from customers 2,301,000 946,000 Accrued income taxes 258,000 80,000 Prepaid expenses (493,000) (244,000) ----------- ----------- Net cash (used in) provided by operating activities (829,000) 3,303,000 INVESTING ACTIVITY: Net purchase of property, plant and equipment (2,783,000) (3,026,000) FINANCING ACTIVITIES: Proceeds from exercise of stock options 326,000 337,000 Cash dividends paid (584,000) (1,044,000) ----------- ----------- Net cash used in financing activities (258,000) (707,000) Effect of exchange rate changes 237,000 (22,000) ----------- ----------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,633,000) (452,000) Cash and cash equivalents at beginning of year 7,549,000 3,816,000 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,916,000 $ 3,364,000 =========== =========== See Notes to Condensed Consolidated Financial Statements. 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MOORE PRODUCTS CO. June 30, 1999 Note A - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in compliance with the Instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 1999, are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. The balance sheet at December 31, 1998, has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. Certain reclassifications have been made in prior periods' financial statements in order to conform with the current-period basis of presentation. Note B - Inventories The components of inventory consist of the following: June 30, December 31, 1999 1998 ----------- ----------- Completed instruments $ 3,204,000 $ 2,882,000 Finished parts 8,776,000 7,691,000 Work in process 8,653,000 4,945,000 Raw material 413,000 414,000 ----------- ----------- $21,046,000 $15,932,000 =========== =========== 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MOORE PRODUCTS CO. June 30, 1999 Note C - Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Six Months Ended June 30, ----------------------------- 1999 1998 ----------- ----------- Numerator: Net income $ 1,956,000 $ 2,559,000 Preferred stock dividends (4,000) (4,000) ----------- ----------- Numerator for basic earnings per share - income available to common stockholders 1,952,000 2,555,000 Effect of dilutive securities: Preferred stock dividends 4,000 4,000 ----------- ----------- Numerator for diluted earnings per share - income available to common stockholders after assumed conversions $ 1,956,000 $ 2,559,000 =========== =========== Denominator: Denominator for basic earnings per share - weighted average shares 2,633,752 2,606,281 Effect of dilutive securities: Stock options 88,586 234,628 Convertible preferred stock 70,380 70,380 ----------- ----------- Dilutive potential common shares 158,966 305,008 ----------- ----------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 2,792,718 2,911,289 =========== =========== Basic income per share $ .74 $ .98 =========== =========== Diluted income per share $ .70 $ .88 =========== =========== 7 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MOORE PRODUCTS CO. June 30, 1999 Note C - Earnings per Share (continued) Three Months Ended June 30, ----------------------------- 1999 1998 ----------- ----------- Numerator: Net income $ 1,072,000 $ 1,356,000 Preferred stock dividends (2,000) (2,000) ----------- ----------- Numerator for basic earnings per share - income available to common stockholders 1,070,000 1,354,000 Effect of dilutive securities: Preferred stock dividends 2,000 2,000 ----------- ----------- Numerator for diluted earnings per share - income available to common stockholders after assumed conversions $ 1,072,000 $ 1,356,000 =========== =========== Denominator: Denominator for basic earnings per share - weighted average shares 2,637,526 2,609,350 Effect of dilutive securities: Stock options 89,708 224,209 Convertible preferred stock 70,380 70,380 ----------- ----------- Dilutive potential common shares 160,088 294,589 ----------- ----------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 2,797,614 2,903,939 =========== =========== Basic income per share $ .41 $ .52 =========== =========== Diluted income per share $ .38 $ .47 =========== =========== Note D - Comprehensive Income During the six month periods ended June 30, 1999 and 1998, total comprehensive income, which is comprised of net income and net change in the accumulated foreign currency translation adjustment for the six month period, amounted to $2,134,000 and $2,517,000, respectively. For the quarters ended June 30, 1999 and 1998, total comprehensive income, which is comprised of net income and net change in the accumulated foreign currency translation adjustment account for the three month period, amounted to $1,185,000 and $1,141,000, respectively. 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MOORE PRODUCTS CO. June 30, 1999 Note E - Segment and Geographic Information United States Europe Other Eliminations Consolidated -------- -------- -------- ------------ ------------ Six Months Ended 6/30/99 (Thousands of dollars) Sales to unaffiliated customers $ 60,937 $ 9,599 $ 10,237 $ -- $ 80,773 Sales and transfers between geographic areas 8,296 1,968 1,030 (11,294) -- -------- -------- -------- -------- -------- Total revenue $ 69,233 $ 11,567 $ 11,267 $(11,294) $ 80,773 ======== ======== ======== ======== ======== Operating income (loss) $ 3,621 $ (185) $ 732 $ (777) $ 3,391 Net property, plant and equipment 12,802 1,968 1,623 -- 16,393 Total assets 87,407 21,146 14,407 (18,164) 104,796 Six Months Ended 6/30/98 Sales to unaffiliated customers $ 59,801 $ 13,280 $ 8,917 $ -- $ 81,998 Sales and transfers between geographic areas 9,205 1,321 1,221 (11,747) -- -------- -------- -------- -------- -------- Total revenue $ 69,006 $ 14,601 $ 10,138 $(11,747) $ 81,998 ======== ======== ======== ======== ======== Operating income (loss) $ 4,311 $ 389 $ 557 $ (816) $ 4,441 Net property, plant and equipment 12,580 2,163 1,665 -- 16,408 Total assets 81,335 20,942 12,778 (18,678) 96,377 Three Months Ended 6/30/99 Sales to unaffiliated customers $ 30,323 $ 5,809 $ 5,440 $ -- $ 41,572 Sales and transfers between geographic areas 4,360 1,726 542 (6,628) -- -------- -------- -------- -------- -------- Total revenue $ 34,683 $ 7,535 $ 5,982 $ (6,628) $ 41,572 ======== ======== ======== ======== ======== Operating income (loss) $ 871 $ 281 $ 647 $ (355) $ 1,444 Three Months Ended 6/30/98 Sales to unaffiliated customers $ 31,833 $ 8,256 $ 3,553 $ -- $ 43,642 Sales and transfers between geographic areas 3,697 304 610 (4,611) -- -------- -------- -------- -------- -------- Total revenue $ 35,530 $ 8,560 $ 4,163 $ (4,611) $ 43,642 ======== ======== ======== ======== ======== Operating income (loss) $ 2,705 $ 23 $ (152) $ (37) $ 2,539 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This report contains various forward-looking statements and includes assumptions concerning Moore Products Co.'s ("Moore") operations, future results and prospects. These forward-looking statements are based on current expectations and subject to risks and uncertainties. Moore does not undertake any obligation to publicly release the results of any revisions that may be made to these forward-looking statements to reflect any future events or circumstances. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Moore provides this cautionary statement identifying important factors that, among others, could cause the actual results and events to differ materially from those set forth in or implied by forward-looking statements and related assumptions. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of global economic conditions; the impact of competitive products and pricing; product development, commercialization and technological difficulties; capacity and supply constraints or difficulties; availability of capital resources; general business conditions; changes in government laws and regulations, including taxes; and uncertainties related to Year 2000 issues. Further information concerning factors that potentially could materially affect Moore's financial results is included in Moore's Form 10-K, 10-Q and other reports filed with the Securities and Exchange Commission. Results of Operations Sales for the second quarter of 1999 were $41,572,000 compared to $43,642,000 for the same period last year, a 5% decrease. Year-to-date sales for the six months ended June 30, 1999 were $80,773,000 compared to $81,998,000 for the same period last year, a 1% decrease. Higher sales of process automation systems in the United States and Canada were offset by lower systems sales in Europe and lower sales of other product lines on a global basis. Order bookings for the second quarter of fiscal 1999 were $39,081,000 compared to $43,457,000 for the same period last year, a 10% decrease. Year-to-date order bookings decreased by 6% to $83,331,000 from $88,782,000. While 1999 order bookings for process automation systems remain strong in the United States and Asia-Pacific, our United Kingdom subsidiary experienced a reduction in order bookings due to order bookings in 1998 of approximately $7 million for large process automation systems that were not repeated in the current year. The consolidated backlog of unshipped orders as of June 30, 1999 was $46,274,000 compared to $44,364,000 as of June 30, 1998. Approximately 85% of this backlog is expected to be shipped in 1999. 10 Gross profit for the quarter was $16,776,000, or 40% of sales, compared to $17,380,000, or 40% of sales, for the second quarter of 1998. Gross profit year-to-date was $$33,874,000, or 42% of sales, compared to $33,190,000, or 40% of sales, in 1998. The gross profit margin percentage on a year-to-date basis increased compared to last year mostly due to product mix that included higher sales of process automation systems and services in 1999. Selling, research and development, administrative and general expenses for the second quarter were $15,332,000, or 37% of sales, compared to $14,841,000, or 34% of sales in 1998. These expenses year-to-date were $30,483,000, or 38% of sales, compared to $28,749,000, or 35% of sales, in 1998. Higher payroll and other expenses related to new product development and marketing were the primary reasons for these increases. Interest expense for the second quarter of 1999 was $37,000 compared to $20,000 for the same quarter last year. Year-to-date interest expense was $43,000 compared to $20,000 for the same six month period in 1998. This increase from last year was attributed to an increase in short-term borrowing activity in 1999. Moore's second quarter effective tax rate was 24% of pretax income compared to 46% for the same period in 1998. The quarterly effective tax rate was impacted by improved operating results in countries for which tax loss carryover benefits are available. The year-to-date effective tax rate was 42% of pretax income, the same rate as the first six months of 1998. Statutory rates are applied to pretax income in the United States. Consistent with previous reporting periods, tax benefits for losses incurred by certain international subsidiaries in tax jurisdictions outside the United States have not been fully recognized for financial reporting purposes because the realization of such benefits is not presently assured. Net income for the second quarter ended June 30, 1999 was $1,072,000 compared to net income of $1,356,000 for the second quarter of 1998. For the six months ended June 30, 1999, net income was $1,956,000 compared to $2,559,000 for the same period in 1998. Diluted net income per share was $0.38 for the second quarter of 1999 compared to $0.47 for the second quarter of 1998. For the six months ended June 30, 1999, diluted net income per share was $0.70 compared to $0.88 in 1998. Liquidity and Capital Resources Cash and cash equivalents decreased during the six month period ended June 30, 1999 by $3,633,000. This decrease was the result of negative cash flow from operating activities, capital expenditures and a special 22-cent per share cash dividend on the common stock. Capital expenditures were primarily related to facilities and equipment in support of sales and marketing promotion and product development. Working capital decreased slightly at June 30, 1999, to $39,395,000 from $40,000,000 at December 31, 1998. Accounts receivable declined $1,934,000 in the first six months of 1999 due to improvements in receivable turnover. During the first six months of 1999, inventory levels increased by $5,114,000 reflecting an increase in work in process inventory and customer backlog for process 11 automation systems. Advances from customers have also increased by $2,301,000 for the same reason. Cash and cash equivalents amounted to $3,916,000 at June 30, 1999. Moore had no outstanding advances under credit arrangements at June 30, 1999. During the second quarter, Moore invested approximately $1.0 million in new business ventures. This included the acquisition of Verax Systems, a developer of statistical process control software for industrial manufacturing applications and a complementary extension to Moore's dimensional measurement solutions for discrete parts manufacturers. Moore also completed a joint venture in France to enhance its distribution capabilities in Europe and North Africa. Management believes that current cash and cash equivalents, cash flow from operations, and its established credit facilities of approximately $16,000,000 should be sufficient during 1999 to fund planned capital expenditures, working capital needs, dividends, and other anticipated cash requirements. Year 2000 Readiness As more fully described in Moore's annual report on Form 10-K for the year ended December 31, 1998, Moore has undertaken a program to evaluate, test and modify or replace certain software and hardware to try to assure no disruption in operations beyond December 31, 1999. Moore has evaluated its internal, general purpose and production hardware and software systems, as well as any embedded logic devices used to control equipment or facilities, to identify any elements requiring modification to become Year 2000 compliant. In addition, Moore has communicated with key suppliers of goods and services and customers to determine their state of Year 2000 readiness. Moore's significant computer systems have been upgraded, modified, tested and are believed to be compliant. Moore has made an assessment of its current product offerings and believes that it has identified all products that have date-sensitive software or embedded chips. Analysis by a team of Moore's development engineers suggests that Year 2000 and other date-sensitive compliance should have minimal impact on Moore's products. Testing to confirm proper operation for the potentially affected products was completed in the second quarter of 1999. Amounts expended for Year 2000 projects have not been and are not expected to be significant to Moore's results of operations or financial condition. The total costs of Year 2000 projects, incurred to date and/or expected to be incurred, are currently estimated to be $750,000. Management believes that it has an effective program in place to resolve the Year 2000 issue in a timely manner. Because of the range of possible issues and the large number of variables involved, it is impossible to quantify the potential cost of problems should Moore or its trading partners fail to complete all Year 2000 plans and become completely Year 2000 compliant. The current assessment is that such costs and failure of compliance efforts would not have a materially adverse effect on the Company. Moore believes that the most likely risks of serious Year 2000 business disruption are external in nature, including disruption of utility and transportation services, customers' noncompliance, and disruptions in the general economy. To the extent that these factors impact the 12 Company's sales or ability to deliver its products and services, they could have a materially adverse effect on the Company. In addition, Moore could be subject to litigation relating to Year 2000 compliance issues. The amount of potential liability and lost revenue cannot be reasonably assessed or estimated at this time. Moore is preparing contingency plans relating specifically to identified Year 2000 risks and developing cost estimates relating to these plans. Contingency plans may include increasing inventory levels, securing alternative sources of supply and other appropriate measures. Moore anticipates completion of the Year 2000 contingency plans during the third quarter of fiscal 1999. Once developed, Year 2000 contingency plans and related cost estimates will be reviewed and modified as additional information becomes available. Market and Other Risks Moore's primary development and manufacturing activities are located in the United States. Increasing sales of its products into international markets make Moore vulnerable to such factors as foreign currency exchange rates or weak economic conditions in such markets. Moore's operating results are exposed to changes in exchange rates between the U.S. dollar and the Canadian dollar, the U.K. pound sterling, and other currencies in Western Europe and Asia-Pacific. To a certain extent, foreign currency exchange rate movements affect Moore's competitive position, as exchange rate changes may influence business practices and/or pricing strategies of non-U.S. based competitors. In addition, transactions between the U.S. parent company and its international subsidiaries, which are generally denominated in U.S. dollars, are subject to gains or losses in the consolidated financial statements. Moore does not typically hedge these transactions but attempts to limit exposure to these situations by timely settlement of the U.S. dollar liabilities in the subsidiary locations. Moore maintains lines of credit in Canada and the United Kingdom to help facilitate this approach. Foreign exchange transaction gains in the first six months of 1999 amounted to approximately $70,000. The Economic Monetary Union (EMU) has initiated changes to monetary policy and foreign exchange, including adoption of the Euro as a single currency for several European countries. Based upon Moore's current business structure in Europe, it is anticipated that these changes will not have a material impact on Moore. Throughout 1999, Moore will continue to evaluate the implications of this change, including, but not limited to, financial and statutory reporting, the structure of business transactions, business systems that might be required to support the change, and its relative competitive position in geographic markets that participate in the EMU. Item 3. Quantitative and Qualitative Disclosure of Market Risk. Disclosure about market risk is contained under "Market and Other Risks" in Item 2 above. 13 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. On April 30, 1999, the Registrant held its Annual Meeting of Shareholders at which time two directors were elected to serve for terms expiring in 2003. The tabulation of votes with respect to each nominee was as follows: Edward J. Curry, For - 3,346,911, Withheld - 32,232; Raymond M. Reed, For - 3,348,695, Withheld - 30,448. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Exhibit Number Description - ------- -------------------------------------------------------- 27 Financial Data Schedule for Quarter Ended June 30, 1999. (b) No reports on Form 8-K were filed during the most recently completed fiscal quarter. 14 SIGNATURES 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 PRODUCTS CO. Dated: August 11, 1999 By: /s/ R. E. Wisniewski ------------------------------------------ As Secretary and Treasurer and as Principal Financial and Accounting Officer 15