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 October 31, 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 0-21695 Manchester Equipment Co., Inc. (Exact name of registrant as specified in its charter) New York 11-2312854 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 160 Oser Avenue Hauppauge, New York 11788 (Address of registrant's principal executive offices) (516) 435-1199 (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 such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. There were 8,041,800 outstanding shares of COMMON STOCK at December 7, 1999. MANCHESTER EQUIPMENT CO., INC. AND SUBSIDIARIES Table of Contents PART I. FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Balance Sheets October 31, 1999 (unaudited) and July 31, 1999 3 Condensed Consolidated Statements of Income Three months ended October 31, 1999 and 1998 (unaudited) 4 Condensed Consolidated Statements of Cash Flows Three months ended October 31, 1999 and 1998 (unaudited) 5 Notes to Condensed Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports 14 Part I - FINANCIAL INFORMATION ITEM 1. Financial Statements Manchester Equipment Co., Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands except share amounts) October 31, 1999 July 31, 1999 (Unaudited) ------------ ----------- Assets: Cash and cash equivalents $13,408 $5,749 Accounts receivable, net 32,082 34,747 Inventory 7,115 8,245 Deferred income taxes 538 538 Prepaid expenses and other current assets 237 340 --- --- Total current assets 53,380 49,619 Property and equipment, net 5,882 6,248 Goodwill, net 5,002 5,070 Deferred income taxes 560 560 Other assets 262 281 --- --- $65,086 $61,778 ====== ====== Liabilities: Current maturities under capital lease obligation 54 $ 85 Accounts payable and accrued expenses 23,003 20,824 Deferred service revenue 615 581 Income taxes payable 834 668 --- --- Total current liabilities 24,506 22,158 Deferred compensation payable 34 34 -- -- Total liabilities 24,540 22,192 ------ ------ Shareholders' equity: Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued - - Common stock, $.01 par value; 25,000,000 shares authorized, 8,041,800 and 8,084,800 issued and outstanding 80 81 Additional paid-in capital 18,667 18,799 Deferred compensation (31) (38) Retained earnings 21,830 20,744 ------ ------ Total shareholders' equity 40,546 39,586 ------ ------ $65,086 $61,778 ====== ======= See notes to condensed consolidated financial statements. Manchester Equipment Co., Inc. and Subsidiaries Condensed Consolidated Statements of Income (in thousands, except share and per share amounts) Three months ended October 31, 1999 1998 Unaudited ----------------------------- Revenue Products $63,448 $55,675 Services 1,912 1,824 ----- ----- 65,360 57,499 ------ ------ Cost of revenue Products 54,287 48,382 Services 1,330 1,104 ----- ----- 55,617 49,486 ------ ------ Gross profit 9,743 8,013 Selling, general and administrative expenses 8,019 7,185 ------- ----- Income from operations 1,724 828 Interest expense (1) (2) Interest and investment income 118 115 --- ------- Income before income taxes 1,841 941 Provision for income taxes 755 373 --- --- Net income $1,086 $ 568 ===== ====== Net Income per share Basic $0.13 $0.07 ==== ===== Diluted $0.13 $0.07 ==== ===== Weighted average shares outstanding Basic 8,074,161 8,096,600 ========= ========= Diluted 8,075,828 8,096,600 ========= ========= See notes to condensed consolidated financial statements. Manchester Equipment Co., Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in thousands) For the three months ended October 31, 1999 1998 (Unaudited) -------------------------- Cash flows from operating activities: Net income $1,086 $ 568 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 474 424 Allowance for doubtful accounts (51) 87 Non cash compensation and commission expense 7 24 Change in assets and liabilities: Decrease (increase) in accounts receivable 2,716 (3,453) Decrease (increase) in inventory 1,130 (575) Decrease in prepaid expenses and other current assets 103 176 Decrease (increase) in other assets 19 (15) Increase (decrease) in accounts payable and accrued expenses 2,179 5,274 Increase (decrease) in deferred service contract revenue 34 (77) Increase in income taxes payable 166 114 Sale of investments - 1 -- --- Net cash provided by operating activities 7,863 2,548 ----- ----- Cash flows from investing activities: Capital expenditures (40) (533) ---- ----- Net cash used by investing activities (40) (533) ---- --- Cash flows from financing activities: Payments on capital lease obligations (31) (29) Purchase and retirement of common stock (133) - ----- -- Net cash used in financing activities (1,64) (29) Net increase in cash and cash equivalents 7,659 1,986 Cash and cash equivalents at beginning of period 5,749 7,816 ----- ----- Cash and cash equivalents at end of period $13,408 $9,802 ====== ====== See notes to condensed consolidated financial statements. Manchester Equipment Co., Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements 1. Organization and Basis of Presentation Manchester Equipment Co., Inc. (the "Company") is an integrator and reseller of computer hardware, software and networking products, primarily for commercial customers. The Company offers its customers single-source solutions customized to their information systems needs by integrating its analysis, design and implementation with hardware, software, networking products and peripherals from leading vendors. Sales of hardware, software and networking products comprise the majority of the Company's revenue. The Company has entered into agreements with certain suppliers and manufacturers which may provide the Company favorable pricing and price protection in the event the vendor reduces its prices. In the opinion of the Company, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal and recurring accruals) necessary to present fairly the financial position of the Company as of October 31, 1999 and the results of operations for the three months ended October 31, 1999 and 1998 and cash flows for the three months ended October 31, 1999 and 1998. Although the Company believes that the disclosures herein are adequate to make the information not misleading, these financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended July 31, 1999, included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission. 2. Net Income Per Share Basic net income per share has been computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share has been computed by dividing net income by the weighted average number of common shares outstanding, plus the assumed exercise of dilutive stock options and warrants, less the number of treasury shares assumed to be purchased from the proceeds of such exercises using the average market price of the Company's common stock during each respective period. Stock options and warrants are excluded from the calculation of diluted net income per share when the result would be antidilutive. 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with the Company's Annual Report on Form 10-K. This discussion and analysis contains certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from the results anticipated in those forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth below, those set forth in the Company's Annual Report on Form 10-K for the year ended July 31, 1999, and those set forth in the Company's other filings from time to time with the Securities and Exchange Commission. General Manchester is an integrator and reseller of computer hardware, software and networking products, primarily for commercial customers. The Company offers its customers single-source solutions customized to their information systems needs by integrating its analysis, design and implementation services with hardware, software, networking products and peripherals from leading vendors. To date, most of the Company's revenue has been derived from product sales. The Company generally does not develop or sell software products. However, certain computer hardware products sold by the Company are loaded with prepackaged software products. As a result of intense price competition within the computer industry as well as other industry conditions, the Company has experienced increasing pressure on per unit prices as well as on its gross profit and operating margins with respect to the sale of products. Manchester's strategy includes increasing its focus on providing value-added services with operating margins that are higher than those obtained with respect to the sale of products. The Company has experienced a significant increase in selling, general and administrative expenses, primarily in the form of increased personnel costs, in connection with the implementation of this strategy. The Company's future performance will depend in part on its ability to manage successfully a continuing shift in its operations towards services. The Company directly competes with local, regional and national systems integrators, value-added resellers ("VARs") and distributors as well as with certain computer manufacturers that market through direct sales forces. In the future, the Company may face further competition from new market entrants and possible alliances between existing competitors. In addition, certain suppliers and manufacturers may choose to market products directly to end users through a direct sales force rather than or in addition to channel distribution. Some of the Company's competitors have, or may have, greater financial marketing and other resources, and may offer a broader range of products and services, than the Company. As a result, they may be able to respond more quickly to new or emerging technologies or changes in customer requirements, benefit from greater purchasing economies, offer more aggressive hardware and service pricing or devote greater resources to the promotion of their products and services. There can be no assurance that the Company will be able to compete successfully in the future with these or other current or potential future competitors. The Company's business is dependent upon its relationships with major manufacturers and distributors in the computer industry. There can be no assurance that the pricing and related terms offered by major manufacturers and distributors will not adversely change in the future. The failure to 7 obtain an adequate supply of products, the loss of a major manufacturer or distributor, the deterioration of the Company's relationship with a major manufacturer or distributor, or the Company's inability in the future to develop new relationships with other manufacturers and distributors could have a material adverse effect on the Company's business, results of operations and financial condition. The Company's largest customer accounted for approximately 5% and 7% (or $3,522,000, and $3,939,000, respectively) of the Company's revenue for the three months ended October 31, 1999 and 1998, respectively, substantially all of which revenue was derived from the sale of hardware products. This customer accounted for 7% of revenue for the fiscal year ended July 31, 1999. There can be no assurance that the Company will continue to derive substantial revenue from this customer. The Company's profitability has been enhanced by its ability to obtain volume discounts from certain manufacturers, which has been dependent, in part, upon the Company's ability to sell large quantities of products to computer resellers, including VARs. There can be no assurance that the Company will be able to continue to sell products to resellers and thereby obtain the desired discounts from the manufacturers or that the Company will be able to increase sales to end-users to offset the need to rely upon sales to resellers. The markets for the Company's products and services are characterized by rapidly changing technology and frequent introductions of new hardware and software products and services, which render many existing products noncompetitive, less profitable or obsolete. The Company believes that its inventory controls have contributed to its ability to respond effectively to these technological changes. As of October 31, 1999 and July 31, 1999, inventories represented 11% and 13%, respectively, of total assets. For the three months ended October 31, 1999 and 1998, annualized inventory turnover was 28 and 20 times, respectively. Inventory turned 22 times in the fiscal year ended July 31, 1999. The failure of the Company to anticipate technology trends or to continue to effectively manage its inventory could have a material adverse effect on the Company's business, results of operations and financial condition. The Company believes its controls on accounts receivable have contributed to its profitability. The Company's bad debt expense represented less than 0.2% of total revenues in each of the three month periods ended October 31, 1999 and 1998. For the fiscal year ended July 31, 1999, bad debt expense represented 0.1% of total revenues. The Company's quarterly revenue and operating results have varied significantly in the past and are expected to continue to do so in the future. Quarterly revenue and operating results generally fluctuate as a result of the demand for the Company's products and services, the introduction of new hardware and software technologies with improved features, the introduction of new services by the Company and its competitors, changes in the level of the Company's operating expenses, the timely availability of product supply, competitive conditions and economic conditions. In particular, the Company currently is increasing certain of its fixed operating expenses, including a significant increase in personnel when compared to the first quarter of fiscal 1999, as part of its strategy to increase its focus on providing higher margin, value-added services. Accordingly, the Company believes that period-to-period comparisons of its operating results should not be relied upon as an indication of future performance. In addition, the results of any quarterly period are not indicative of results to be expected for a full fiscal year. As a result of rapid changes which are taking place in computer and networking technologies, product life cycles are short. Accordingly, the Company's product offerings change constantly. Prices of products change with generally higher prices early in the life cycle of the product and lower prices near the end of the product's life cycle. The computer industry continues to experience rapid declines in average selling prices of personal computers. In some instances, the Company has been able to 8 offset these price declines with increases in units shipped. There can be no assurance that average selling prices will not continue to decline or that the Company will be able to offset declines in average selling prices with increases in units shipped. Most of the personal computers shipped by the Company utilize operating systems developed by Microsoft Corporation. The United States Department of Justice has brought an antitrust action against Microsoft, which could delay the introduction and distribution of Microsoft products. The potential unavailability of Microsoft products could have a material adverse effect on the Company's business, results of operations and financial condition. Year 2000 Issue Many existing computer systems, including certain of the Company's internal systems as well as those that the Company sells to customers, use only the last two digits to identify years in the date field. As a result, those systems may not accurately distinguish years in the 21st century from years in the 20th century, or may not function properly when faced with years later than 1999. This problem is generally referred to as the "Year 2000 Issue." Computer systems that are able to deal correctly with dates after 1999 are referred to as "Year-2000-Compliant." The Company has undertaken a complete and thorough review of all of its operations to determine those aspects which involve or are dependent upon a computer application. The Company is reviewing the software and operating systems for each such application to determine if it is Year-2000-Compliant. Any such system or application which has been identified as not Year-2000-Compliant has been modified or upgraded to assure our continued ability to operate without interruption. Manchester's Year 2000 project has been underway for over a year and is aimed at ensuring that, when the year 2000 arrives, all applications used on Manchester's AS/400 computer system are Year-2000-Compliant. As of November 30, 1999 the following tasks have been completed: o All programs containing date manipulations, calculations or comparison routines have been identified. o All of these programs have been modified to be Year-2000-Compliant. o Physical database files and supporting logical views of these files that contain date data and sequencing by date have been identified and these files have been modified as required to be Year-2000-Compliant. Manchester's communications, local, and wide area networks have been tested or represented (by the manufacturers) to be Year-2000-Compliant, with a few minor exceptions that should be resolved shortly. Our status as of November 30, 1999 is as follows: o The local area network operations systems have been represented to be Year-2000-Compliant by their manufacturers/publishers. o The network servers have been represented to be Year- 2000-Compliant by their manufacturers. o An audit of all wide area network devices has been completed and the recommended changes have been made. o An audit has been completed assessing the compliance level of all computers and recommended upgrades have been made. The Company continues to audit software applications on our local area network. Products that are identified as non-compliant are either being upgraded or removed. 9 o The telephone system has been represented by its manufacturer to be Year-2000-Compliant. o The Company has received assurances of compliance from vendors of other types of equipment (e.g., alarm, HVAC), either via correspondence or from information on their websites. Testing and monitoring will be ongoing throughout the rest of the year. The Company is in the process of obtaining assurances regarding Year 2000 compliance from other companies upon which it may rely for products or services. The Company expects to implement successfully the systems and programming changes necessary to address the Year 2000 Issue. The Company expects to implement these changes using primarily internal information technology and other personnel. Moreover, the Company does not expect the costs associated with that implementation to be material to the Company's financial position or results of operations. With respect to products sold to customers, the Company does not warrant any products sold as Year-2000-Compliant. Instead, the Company refers customers to any warrantees provided by the product's manufacturers. The Company believes the most reasonably likely worst-case Year 2000 scenario would include a combination of some or all of the following: o Internal information technology modules or systems may fail to operate or may give erroneous information. Such failure could result in shipping delays, inability to generate or delays in generation of financial reports and statements, inability of the Company to communicate among its various offices, and computer network downtime resulting in inefficiencies and higher payroll expenses. o Components in HVAC, lighting, telephone, security and similar systems might fail, causing such systems to fail. o Communications with customers and vendors that the Company depends upon may fail or give erroneous information. These types of problems could result in such difficulties as the inability to receive or process customer orders, shipping delays, or sale of products at erroneous prices. Furthermore, customers may be unable to, or may suffer delays, in remitting payments to the Company on a timely basis. o The unavailability of products as a result of Year 2000 problems experienced by one or more key vendors of the Company, or as a result of changes in inventory levels at aggregators, VARs and similar providers in response to an anticipated Year 2000 problem and/or the inability of the Company to develop alternative sources for products may result in the inability of the Company to obtain an adequate supply of products. o Products sold to some of the Company's customers could fail to perform some or all of their intended functions. In such a situation, the Company's maximum obligation would be to repair or replace the defective products to the extent the Company is required to do so under manufacturer reimbursed warranty programs. The Company believes its plans for addressing the Year 2000 Issue as outlined above are adequate to handle the most reasonably likely worst-case scenario. The Company does not believe it will incur a material financial impact for the risk of failure, or from the costs associated with assessing the risks of failure, arising from the Year 2000 Issue. Consequently, the Company does not intend to create a contingency plan other than as set forth above. In addition, if the Company's assessment of its vendors, when completed, indicates that certain product shortages can be anticipated, the Company may adjust its plans accordingly, although the Company does believe that it has the capacity to maintain significant levels of inventory. 10 The statements above describing the Company's plans and objectives for handling the Year 2000 Issue and the expected impact of the Year 2000 Issue on the Company are forward-looking statements. Those statements involve risks and uncertainties that could cause actual results to differ materially from the results discussed above. Factors that might cause such a difference include, but are not limited to, delays in executing the plan outlined above and increased or unforeseen costs associated with the implementation of the plan and any necessary changes to the Company's systems. Any inability on the part of the Company to implement necessary changes in a timely fashion could have an adverse effect on future results of operations. Moreover, even if the Company successfully implements the changes necessary to address the Year 2000 Issue, there can be no assurance that the Company will not be adversely affected by the failure of others to become Year-2000-Compliant. E-Commerce On January 18, 1999, the Company officially launched its new website and electronic commerce system. The new site, located at www.e-manchester.com, allows existing customers, corporate shoppers and others to find product specifications, compare products, check price and availability and place and track orders quickly and easily 24 hours a day seven days a week. The Company has made, and expects to continue to make, significant investments and improvements in its e-commerce capabilities. There can be no assurance that the Company will be successful in enhancing and increasing its business through its expanded Internet presence. On June 25, 1999, the Company announced the launch of a new consumer products on-line super store, Marketplace4U.com ("MP4U"). MP4U offers products in categories such as consumer electronics, automotive accessories, outdoor and camping equipment from its main and outlet stores. The main store offers top name brand products at competitive prices; the Outlet store offers top name brand factory refurbished, warranteed products at even greater savings. To date revenue from MP4U is immaterial. There can be no assurance that MP4U will generate significant revenue or that any of the Company's on-line stores will operate profitably. 11 Results of Operations The following table sets forth, for the periods indicated, information derived from the Company's Condensed Consolidated Statements of Income expressed as a percentage of related revenue or total revenue. Percentage of Revenues Three Months Ended October 31, 1999 1998 ---- ---- Product Sales 97.1% 96.8% Services 2.9 3.2 --- --- Total revenue 100.0 100.0 ----- ----- Cost of Product Sales 85.6 86.9 Cost of Services 69.6 60.5 ---- ---- Cost of revenue 85.1 86.1 ---- ---- Product Gross Profit 14.4 13.1 Services Gross Profits 30.4 39.5 ---- ---- Gross Profit 14.9 13.9 ---- ---- Selling, general and administrative expenses 12.3 12.5 ---- ---- Income from operations 2.6 1.4 Interest and other income, net 0.2 0.2 --- --- Income before income taxes 2.8 1.6 Provision for income taxes 1.1 0.6 --- --- Net income 1.7% 1.0% === === Three Months Ended October 31, 1999 Compared to Three Months Ended October 31, 1998 Revenue. The Company's revenue increased $7.9 million or 13.7% from $57.5 million for the three months ended October 31, 1998 to $65.4 million for the three months ended October 31, 1999. Product revenue increased by $7.8 million (14.0%) due primarily to increases in shipments of monitors, as well as higher average selling prices for personal computers, partially offset by lower shipments to the Company's major customer. Service revenue increased $88,000 (4.8%). Gross Profit. Cost of revenue includes the direct costs of products sold, freight and the personnel costs associated with providing technical services, offset in part by certain market development funds provided by manufacturers. All other operating costs are included in selling, general and administrative expenses. Gross profit increased $1.7 million or 21.6% from $8.0 million for the first quarter of fiscal 1999 to $9.7 million for the most recent fiscal quarter. Gross profits from the sale of products increased by $1.9 million while gross profit from the sale of services decreased by $138,000. The changes in gross profits primarily result from the changes in revenue discussed above. As a percentage of revenue, gross profit increased to 14.9% in the first quarter of fiscal 2000 as compared to 13.9% in fiscal 1999. Competitive pressures changes in types of products or services sold, volume incentives from manufacturers and product availability result in fluctuation in gross profit from period to period. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $834,000 or 11.6% from $7.2 million in the first quarter of fiscal 1999 to $8.0 million in the first quarter of fiscal 2000. This increase is principally a result of higher salaries and 12 personnel costs primarily associated with enhancing the Company's e-commerce capabilities and building the infrastructure to provide Internet-based solutions to our customers. Interest and Investment Income. Interest and investment income was relatively constant with the first quarter of last year with the Company maintaining its investment of excess cash in short term instruments. Provision for Income Taxes. The effective income tax rate increased to 41.0% of pretax income in the current period compared to 39.6% of pretax income in the prior year's period due to certain nondeductible expenses and higher state taxes. Liquidity and Capital Resources The Company's primary sources of financing have been internally generated working capital from profitable operations and a line of credit from financial institutions. For the three months ended October 31, 1999, cash provided by operating activities was $7.9 million consisting primarily of net income, decreases in accounts receivable and inventory and, an increase in accounts payable and accrued expenses. The Company's accounts receivable and accounts payable and accrued expenses, balances as well as its investment in inventory can fluctuate significantly from one period to the next due to the receipt of large customer orders or payments or variations in product availability and vendor shipping patterns at any particular date. Generally, the Company's experience is that increases in accounts receivable, inventory and accounts payable and accrued expenses will coincide with growth in revenue and increased operating levels. In addition, during the three months ended October 31, 1999 the Company used approximately $40,000 for capital expenditures, $31,000 in payments or capital lease obligations and $133,000 to repurchase and retire its common stock. The Company has available a line of credit with financial institutions in the aggregate amount of $15.0 million. No amounts were outstanding under this line as of October 31, 1999. The Company believes that its current balances in cash and cash equivalents, expected cash flows from operations and available borrowings under the line of credit will be adequate to support current operating levels for the foreseeable future, specifically through at least the end of fiscal 2000. The Company currently has no material commitments for capital expenditures. Future capital requirements of the Company include those for the growth of working capital items such as accounts receivable and inventory and the purchase of equipment and expansion of facilities as well as the possible opening of new offices and potential acquisitions. 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports (a) Exhibits Exhibit No. Description 27 Financial Data Schedule (b) Reports on Form 8-K None 14 MANCHESTER EQUIPMENT CO., INC. 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. MANCHESTER EQUIPMENT CO., INC. (Registrant) DATE: December 7, 1999 ss/ Barry Steinberg ------------------------------------- Barry Steinberg President and Chief Executive Officer DATE: December 7, 1999 ss/ Joseph Looney ------------------------------------ Joseph Looney Chief Financial Officer 15