-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QE4VWFY+AC9PSJyaibKakidQfr7xarKK8aRqxeeL41fgLpsSM1QG9M4f3aeQuyys /dKvWksyTVQCg6eYvdS1yQ== 0000950115-96-000611.txt : 19960514 0000950115-96-000611.hdr.sgml : 19960514 ACCESSION NUMBER: 0000950115-96-000611 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE PRODUCTS CO CENTRAL INDEX KEY: 0000067975 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231427830 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00545 FILM NUMBER: 96561938 BUSINESS ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2156467400 MAIL ADDRESS: STREET 1: SUMNEYTOWN PIKE CITY: SPRING HOUSE STATE: PA ZIP: 19477 10-Q 1 QUARTERLY REPORT 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 March 31, 1996 ------------------------------------- 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 ------------------ Not applicable ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 March 31, 1996, there were 2,583,892 shares of the Registrant's Common Stock outstanding. PART I. FINANCIAL INFORMATION - ------------------------------ MOORE PRODUCTS CO. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended March 31 ------------------ 1996 1995 ---- ---- Net sales $35,155,000 $24,513,000 Cost of products sold 19,155,000 12,893,000 ------------ ------------ Gross profit 16,000,000 11,620,000 Selling, research and development, administrative and general expenses 15,037,000 12,558,000 ------------ ------------ Income (loss) from operations 963,000 ( 938,000) Other income 96,000 42,000 Interest expense ( 119,000) ( 7,000) ------------ ------------ Income (loss) before income taxes 940,000 ( 903,000) Income tax provision (benefit) 711,000 ( 64,000) ------------ ------------ Net income (loss) $ 229,000 ($ 839,000) ============ ============ Earnings per share - primary: Net income (loss) $.09 ($.40) ==== ==== Earnings per share - fully diluted: Net income (loss) $.08 ($.40) ==== ====
See Notes to Condensed Consolidated Financial Statements. 2 MOORE PRODUCTS CO. CONDENSED CONSOLIDATED BALANCE SHEETS
March 31 December 31 1996 1995 ---- ---- (Unaudited) (Note A) ASSETS CURRENT ASSETS Cash $ 894,000 $ 1,103,000 Trade accounts receivable 32,395,000 30,701,000 Inventories 21,325,000 20,423,000 Prepaid expenses and recoverable income taxes 3,608,000 3,117,000 ----------- ----------- TOTAL CURRENT ASSETS 58,222,000 55,344,000 PROPERTY, PLANT AND EQUIPMENT 56,512,000 55,513,000 Less: Accumulated depreciation ( 39,482,000) ( 38,627,000) ----------- ----------- 17,030,000 16,886,000 OTHER ASSETS 6,150,000 5,963,000 ----------- ----------- $81,402,000 $78,193,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to bank $ 7,174,000 $ 4,306,000 Accounts payable 10,829,000 11,032,000 Accrued compensation 2,023,000 2,306,000 Advances from customers 3,119,000 2,566,000 ----------- ----------- TOTAL CURRENT LIABILITIES 23,145,000 20,210,000 OTHER LIABILITIES 5,032,000 5,000,000 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 - 3,750,000 shares Issued and outstanding - 2,583,892 shares and 2,583,092 shares 2,584,000 2,583,000 Capital in excess of par value 10,854,000 10,843,000 Retained earnings 39,611,000 39,381,000 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 53,225,000 52,983,000 ----------- ----------- $81,402,000 $78,193,000 =========== ===========
See Notes to Condensed Consolidated Financial Statements. 3 MOORE PRODUCTS CO. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31 ------------------ 1996 1995 ---- ---- OPERATING ACTIVITIES: Net income (loss) $ 229,000 ($ 839,000) Noncash (income) expenses: Depreciation 870,000 819,000 Deferred income taxes ( 25,000) ( 53,000) Pension and other postretirement benefits ( 187,000) ( 286,000) Changes in operating assets and liabilities: Trade accounts receivable ( 1,694,000) 389,000 Inventories ( 902,000) ( 1,791,000) Accounts payable ( 203,000) 1,584,000 Accrued compensation ( 283,000) ( 221,000) Advances from customers 553,000 585,000 Prepaid expenses ( 434,000) ( 191,000) ----------- ----------- ( 2,076,000) ( 4,000) INVESTING ACTIVITY: Purchase of property, plant and equipment ( 1,030,000) ( 833,000) FINANCING ACTIVITIES: Increase in notes payable to bank 2,868,000 1,904,000 Proceeds from issuance of common stock 12,000 -- ----------- ----------- 2,880,000 1,904,000 Effect of exchange rate changes 17,000 4,000 ----------- ----------- NET INCREASE (DECREASE) IN CASH ( 209,000) 1,071,000 Cash beginning of year 1,103,000 569,000 ----------- ------------ CASH END OF PERIOD $ 894,000 $1,640,000 ============ ==========
See Notes to Condensed Consolidated Financial Statements. 4 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MOORE PRODUCTS CO. March 31, 1996 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 considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. The balance sheet at December 31, 1995, has been derived from the audited financial statements at that date. Primary earnings per share have been computed using the average number of shares of Common Stock and dilutive Common Stock equivalents (stock options) outstanding during the period and subtracting the Preferred Stock dividends, declared or cumulative even though not declared, from net income. Unless antidilutive, fully diluted earnings per share are computed based upon the assumption that the Preferred Stock shares were converted into Common Stock as of the beginning of the period and no Preferred Stock dividends were paid. The average number of common shares used to compute primary earnings per share were 2,630,476 shares and 2,083,092 shares for the quarters ended March 31, 1996 and 1995, respectively. The average number of common shares used to compute fully diluted earnings per share were 2,700,856 shares and 2,083,092 shares for the quarters ended March 31, 1996 and 1995, respectively. 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, 1995. Note B - Inventories - -------------------- The components of inventory consist of the following:
March 31 December 31 1996 1995 ------------ ------------ Completed instruments $ 3,705,000 $ 4,373,000 Finished parts 12,242,000 11,021,000 Work in process 4,730,000 4,114,000 Raw material 648,000 915,000 ----------- ----------- $21,325,000 $20,423,000 =========== ===========
5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS When compared with the first quarter of 1995, sales increased $10,642,000 or 43%, the result of a higher volume of products shipped. Systems sales were especially strong for the first quarter of 1996. Cost of goods sold increased $6,262,000 or 49%, in response to the higher sales. Gross profit margins remained relatively stable at 46% compared to 47% last year. Selling, research and development, administrative and general expenses for the first quarter of 1996 increased $2,479,000 or 20% compared to the first quarter of 1995. Higher payroll and payroll-related costs were the primary reasons for this increase. Throughout the past year, the Company has strategically increased staffing levels in selected areas of the organization in anticipation of higher levels of business activity. The nontraditional relationship of income tax to the pretax income as of March 31, 1996, is the result of mixed operating results in various countries. 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 recognized for financial reporting purposes because the realization of such benefits is not presently considered likely. Continued strong demand for the Company's products and services has resulted in an improved level of business activity. For the first three months of 1996, consolidated orders received by the Company were approximately 14% higher than for the corresponding period in 1995. The consolidated backlog of unshipped orders as of March 31, 1996 was $35,348,000 compared to $29,412,000 as of March 31, 1995. In summary, quotations outstanding and sales orders received in 1996 continue to be higher than in the previous year. The Company has increased costs with additional personnel in support of a growth in sales. In the first quarter of 1996, shipments were sufficient to offset the higher selling, research and development, administrative and general expenses incurred to support our expected growth. This resulted in operating income of $963,000 for the first quarter of 1996 compared to an operating loss of $938,000 in the first quarter of 1995. The sales and production cycle of large-scale systems and gage products can significantly influence shipments from one quarter to the next. Higher shipments are not presently expected for the second quarter of 1996, and therefore it is not yet clear if profitable results will be achieved. The Company's working capital continues to be positive; however, higher levels of business activity along with higher accounts receivable and inventory levels have increased the reliance on bank financing. The Company continues to maintain lines of credit in anticipation of short-term cash requirements during the year. 6 PART II. OTHER INFORMATION Items 1, 2, 4 and 5. - -------------------- In accordance with the Instructions to Part II of Form 10-Q, Items 1, 2, 4 and 5 of Part II of Registrant's Quarterly Report on Form 10-Q are omitted, since none of the Items listed thereunder are applicable. Item 3. Defaults Upon Senior Securities. - ----------------------------------------- The Registrant's Articles of Incorporation, as amended, essentially provide that (i) holders of the Registrant's Preferred Shares are entitled to receive, as and when declared by the Board, cumulative dividends at the rate of 5% ($.05 per share), (ii) such dividends may be declared and paid quarterly, semi-annually or annually in the discretion of the Board, and (iii) if full cumulative dividends in cash or in Preferred Shares have not been paid or declared and set aside for payment for the first three quarters of any fiscal year, no dividend may be paid or distribution made on the Registrant's Common Shares (other than dividends payable in Common Shares) until full cumulative dividends in cash or in Preferred Shares for such year and all prior periods have been paid or declared and set aside for payment. Traditionally, the Registrant has paid cash dividends on both its Common and Preferred Shares quarterly, and that practice continued through the first quarter of 1993. However, in recognition of the difficult business climate, no dividends on either Preferred or Common Shares have been paid or declared and set aside for payment since March 1, 1993, and it is uncertain when the payment of dividends will recommence. The cumulative arrearage in Preferred Share dividends through the end of the Registrant's first quarter of 1996 (calculated on a quarterly basis) was $26,393. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------ No reports on Form 8-K have been filed during the most recently completed fiscal quarter. 7 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: May 10, 1996 By: /s/R. E. Wisniewski ------------------- R. E. Wisniewski, Secretary and Treasurer (Principal Financial and Accounting Officer) 8 EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 3-MOS DEC-31-1996 MAR-31-1996 894000 0 32395000 0 21325000 58222000 56512000 39482000 81402000 23145000 0 0 176000 2584000 0 81402000 35155000 35155000 19155000 19155000 0 0 119000 940000 711000 229000 0 0 0 229000 .09 .08 -----END PRIVACY-ENHANCED MESSAGE-----