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 March 31, 1995 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) Registrant's telephone number, including area code (205) 663-8011 ----------------------------- 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 2,209,543 shares - -------------------------------- --------------------------------- Class Outstanding at April 15, 1995 2 Moore-Handley, Inc. INDEX Page No. PART I. FINANCIAL INFORMATION - UNAUDITED Item 1. Balance Sheets - March 31, 1995 and 1994 and December 31, 1994 3 Statements of Operations - Three Months Ended March 31, 1995 and 1994. 4 Statements of Cash Flows - Three Months Ended March 31, 1995 and 1994. 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7-9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. 10 Signatures 11 2 3 Moore-Handley, Inc. Balance Sheets March 31, 1995 and 1994 and December 31, 1994 ASSETS March 31, December 31, 1995 1994 1994 ----------- ----------- ------------ (unaudited) (unaudited) Current assets: Cash and cash equivalents $ 558,000 $ 789,000 $ 781,000 Trade receivables, net 21,067,000 23,443,000 20,349,000 Other receivables 2,113,000 1,777,000 1,947,000 Merchandise inventory 17,755,000 16,886,000 18,713,000 Prepaid expenses 442,000 800,000 243,000 Deferred income taxes 714,000 632,000 714,000 ----------- ----------- ----------- Total current assets 42,649,000 44,327,000 42,747,000 Prepaid pension cost 635,000 664,000 704,000 Loan to officer 28,000 40,000 31,000 Property and equipment: 15,579,000 15,072,000 15,270,000 Less accumulated depreciation (8,307,000) (7,869,000) (8,054,000) ----------- ----------- ----------- Net property and equipment 7,272,000 7,203,000 7,216,000 Deferred charges, net 49,000 56,000 50,000 ----------- ----------- ----------- $50,633,000 $52,290,000 $50,748,000 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank loans $ 4,000,000 $ 5,300,000 $ 8,500,000 Accounts payable 22,159,000 20,820,000 17,902,000 Accrued payroll 481,000 704,000 407,000 Accrued income tax 229,000 283,000 124,000 Other accrued liabilities 1,397,000 1,672,000 1,542,000 Long-term debt due in one year 860,000 660,000 843,000 ----------- ----------- ----------- Total current liabilities 29,126,000 31,439,000 29,318,000 Long-term debt 4,478,000 5,021,000 4,699,000 Deferred income taxes 988,000 968,000 988,000 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 15,790,000 14,611,000 15,492,000 ----------- ----------- ----------- Total stockholders' equity 16,041,000 14,862,000 15,743,000 ----------- ----------- ----------- $50,633,000 $52,290,000 $50,748,000 =========== =========== =========== See accompanying notes. 3 4 Moore-Handley, Inc. Statements of Operations (unaudited) Three Months Ended March 31, ---------------------------- 1995 1994 ----------- ----------- Net sales $35,766,000 $33,984,000 Cost of merchandise sold 29,937,000 28,169,000 Warehouse and delivery expense 1,982,000 1,920,000 ----------- ----------- Cost of sales 31,919,000 30,089,000 ----------- ----------- Gross profit 3,847,000 3,895,000 Selling & administrative expense 3,145,000 3,030,000 ----------- ----------- Operating income 702,000 865,000 Interest expense, net 226,000 158,000 ----------- ----------- Income before provision for income tax 476,000 707,000 Income tax 178,000 265,000 ----------- ----------- Net income $ 298,000 $ 442,000 =========== =========== Net income per common share $ .13 $ 0.20 =========== =========== Weighted average common shares outstanding 2,238,000 2,237,000 =========== =========== See accompanying notes. 4 5 Moore-Handley, Inc. Statements of Cash Flows Three Months Ended March 31, 1995 and 1994 (unaudited) 1995 1994 ----------- ----------- Cash flows from operating activities: Net income $ 298,000 $ 442,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 254,000 258,000 Provision for doubtful accounts 90,000 90,000 Gain on sale of equipment ---- ---- Change in assets and liabilities: Trade and other receivables (974,000) (5,646,000) Merchandise inventory 958,000 (2,144,000) Prepaid expenses (199,000) (504,000) Loan to Officer 3,000 3,000 Accounts payable and accrued expenses 4,186,000 9,764,000 Prepaid pension cost 69,000 11,000 Accrued (refundable) income taxes 105,000 283,000 ----------- ----------- Total adjustments 4,492,000 2,115,000 ----------- ----------- Net cash flows provided by operating activities 4,790,000 2,557,000 Cash flows from investing activities: Capital expenditures (309,000) (39,000) Proceeds from sale of equipment ---- ---- ----------- ----------- Net cash flows used in investing activities (309,000) (39,000) Cash flows from financing activities: Net payments under bank loans (4,500,000) (2,150,000) Principal payments under long-term debt (204,000) (166,000) ----------- ----------- Net cash flows used in financing activities (4,704,000) (2,316,000) ----------- ----------- Net increase (decrease) in cash and cash equivalents (223,000) 202,000 Cash and cash equivalents at beginning of period 781,000 587,000 ----------- ----------- Cash and cash equivalents at end of period $ 558,000 $ 789,000 =========== =========== See accompanying notes. 5 6 MOORE-HANDLEY, INC. Notes to Financial Statements (information pertaining to the three months ended March 31, 1995 and 1994 is unaudited) Note 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 11, 1995. The financial information presented herein reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary to a fair statement of the results of the interim periods. The results for interim periods are not necessarily indicative of results to be expected for the year. 6 7 Management's Discussion And Analysis Of Financial Condition And Results Of Operations Net Sales Net sales for the quarter increased by $1,782,000 or 5% compared to the same quarter in the prior year. Factory direct shipments increased 14% which the Company believes reflects the change in the customer base towards larger customers. The following table sets forth the major elements of net sales: Three Months Ended March 31, --------------------------------------- 1995 1994 ---------------- ---------------- (dollars in thousands) Net Sales: Warehouse shipments . . . . . $24,665 69.0% $24,275 71.4% Factory direct shipments . . . 11,101 31.0 9,709 28.6 ------- ----- ------- ----- Net Sales . . . . . . . . $35,766 100.0% $33,984 100.0% ======= ===== ======= ===== In the second quarter of 1994 the Company began a program of hiring sales service assistants to work with certain of the more senior territory managers. Because of this, comparisons of sales per territory manager are no longer meaningful. During the first quarter of 1995 the company had an average of 84 field sales personnel as compared to 74 in 1994. Operations The following table sets forth certain financial data as a percentage of net sales for the periods indicated: Three Months Ended March 31, ------------------ 1995 1994 ----- ----- Net sales . . . . . . . . . . . . . . . . . 100.0% 100.0% ===== ===== Gross margin . . . . . . . . . . . . . . . 16.3 17.1 Warehouse and delivery expense . . . . . . 5.6 5.6 ----- ----- Gross profit . . . . . . . . . . . . . . . 10.7 11.5 Selling & administrative expenses . . . . . 8.8 8.9 ----- ----- Operating income . . . . . . . . . . . . . 1.9 2.6 Interest expense, net . . . . . . . . . . . .6 .5 ----- ----- Income before provision for income taxes . . . . . . . . . . . . 1.3% 2.1% ===== ===== 7 8 Gross Margin The gross margin percentage for the first quarter of 1995 was 16.3%, down from 17.1% in the first quarter of 1994. About half the decrease in the gross margin percentage was due to the increase in the proportion of total shipments represented by factory direct shipments which carry a lower gross margin percentage. The balance of the decrease was due to more competitive pricing. The following table sets forth gross margin dollars, gross margin percentages and year-over-year changes for 1994 and the first quarter of 1995. Increase (Decrease) vs. Same Quarter Gross Margin in Previous Year --------------------------- --------------------------- Amount Percentage Amount Percentage Quarter (in thousands) of Sales (in thousands) Points - ----------- -------------- ---------- -------------- ---------- 1994 - 1st $5,815 17.1 $ 340 .1 2nd 5,912 17.5 60 (.2) 3rd 5,936 16.2 134 (.4) 4th 5,546 17.4 389 (.2) 1995 - 1st 5,829 16.3 14 (.8) Warehouse & Delivery Expenses Warehouse and delivery expense for the quarter increased approximately in proportion to the increase in warehouse shipments. The following table shows the trend of warehouse and delivery expenses in 1994 and the first quarter of 1995: Increase (Decrease) Warehouse & Delivery vs. Same Quarter Expenses in Previous Year ----------------------------- --------------------------- Percentage Amount of Warehouse Amount Percentage Quarter (in thousands) Shipments (in thousands) Points - --------- -------------- ------------ -------------- ---------- 1994 - 1st $1,920 7.9 $ 104 .1 2nd 1,991 8.1 66 .0 3rd 1,994 7.9 35 (.4) 4th 2,013 8.4 98 (.2) 1995 - 1st 1,982 8.0 62 .1 8 9 Selling & Administrative Expenses Selling and administrative expenses for the quarter ended March 31, 1995 increased by $115,000 or 3.8% compared to the corresponding quarter of 1994. As a percentage of sales these expenses decreased slightly from 8.9% in the first quarter of 1994 to 8.8% in the first quarter of 1995. The following table shows the quarterly trend of selling and administrative expenses in 1994 and the first quarter of 1995. Increase (Decrease) Selling & Administrative vs. Same Quarter Expenses in Previous Year -------------------------- -------------------------- Amount Percentage Amount Percentage Quarter (in thousands) of Sales (in thousands) Points - --------- -------------- ---------- -------------- ---------- 1994 - 1st $3,030 8.9 $(268) (1.3) 2nd 3,104 9.2 (85) (.5) 3rd 3,298 9.0 38 (.4) 4th 2,928 9.2 (186) (1.4) 1995 - 1st 3,145 8.8 115 (.1) Interest Expense Interest expense in the first quarter of 1995 increased compared to the same period last year due to higher interest rates and an increase in borrowings to finance working capital requirements. Liquidity and Capital Resources The Company's trade receivables increased by $718,000 or 3.5% from December 31, 1994 to March 31, 1995. The increase in receivables was due largely to the higher level of sales in March 1995 (which includes orders taken at a Dealers' Mart held in February) compared to December 1994. Inventories decreased by $958,000 or 5.1% in the same period. Because of extended terms received from suppliers in connection with the mart, trade payables increased $4,257,000 from December 1994. At March 31, 1995 the Company had unused lines of credit of $6,000,000 which it believes are adequate to finance its working capital requirements. 9 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (for SEC use only) (b) There were no reports on form 8-K filed by the Company during the three month period ended March 31, 1995. 10 11 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: April 21, 1995 /S/ L. Ward Edwards -------------------- ------------------------------- L. Ward Edwards Vice President, Treasurer and Secretary (Principal Accounting and Financial Officer) 11