-----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, H0MkodbUKdxJwHwfB4nXDIaWn/3XIKNHSi0Wcn7yCC4HC+psFjCsiPRgn/68SBcB DqRM9U1smSvnLlbupl40Pg== 0001193125-04-052493.txt : 20040329 0001193125-04-052493.hdr.sgml : 20040329 20040329172532 ACCESSION NUMBER: 0001193125-04-052493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040326 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOORE MEDICAL CORP CENTRAL INDEX KEY: 0000074691 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 221897821 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08903 FILM NUMBER: 04697267 BUSINESS ADDRESS: STREET 1: PO BOX 1500 STREET 2: 389 JOHN DOWNEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06050 BUSINESS PHONE: 2038263600 MAIL ADDRESS: STREET 1: 389 JOHN DOWNEY DRIVE CITY: NEW BRITAIN STATE: CT ZIP: 06050 FORMER COMPANY: FORMER CONFORMED NAME: OPTEL CORP DATE OF NAME CHANGE: 19850611 8-K 1 d8k.htm FORM 8-K Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 

CURRENT REPORT

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of report: (Date of earliest event reported) March 26, 2004

 


 

Moore Medical Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-8903   22-1897821
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

389 John Downey Drive P.O. Box 1500, New Britain, CT   06050
(Address of principal executive offices)   (Zip Code)

 

 

(860) 826-3600

Registrant’s telephone number, including area code

 

 

(Former name or former address, if changed since last report.)

 


 


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 

(c)  Exhibits:

 

99.1  Press Release of Moore Medical Corp. dated March 26, 2004.

 

 

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On March 26, 2004, Moore Medical Corp. issued a press release reporting financial results for the quarter and full year ended December 27, 2003. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Current Report, including exhibits attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to Securities Act of 1933, except as otherwise expressly stated in such filing.


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 hereunto duly authorized.

 

 

     MOORE MEDICAL CORP.

Date: March 29, 2004

   By:    /S/    JOHN M. ZINZARELLA
         
         

John M. Zinzarella

Vice President of Finance, Treasurer

and Chief Financial Officer

 

 


 

 

EXHIBIT INDEX

 

99.1    Press Release of Moore Medical Corp., dated March 26, 2004.

EX-99.1 3 dex991.htm PRESS RELEASE OF MOORE MEDICAL CORP. Press Release of Moore Medical Corp.

Exhibit 99.1

 

Contacts:

    
   

John M. Zinzarella, CPA

   Allyne Mills
   

Moore Medical Corp.

   Rosica Mulhern Strategic Public Relations
   

Vice President of Finance, Treasurer and

   201-843-5600
   

Chief Financial Officer

   allyne@rosica.com
   

860-826-3655

    

jzinzarella@mooremedical.com

    

 

 

Moore Medical Announces Fourth Quarter and Full year 2003 Operating Results

 

NEW BRITAIN, CT – March 26, 2004 – Moore Medical Corp. (AMEX:MMD), an Internet-enabled multi-channel marketer and distributor of medical, surgical and pharmaceutical products to health care practices and facilities in non-hospital settings nationwide, today announced a fiscal 2003 loss of ($0.46) per diluted share on a net loss of ($1.5) million, versus a profit of $0.31 per diluted share on net income of $1.0 million in fiscal 2002. For the fiscal year ended December 27, 2003, the Company’s net sales increased to $141.7 million compared with $137.8 million in 2002.

 

For the fourth quarter of fiscal 2003, the Company recorded a net loss of ($1.2) million or ($0.38) per diluted share, compared to a loss of ($0.04) per diluted share on a net loss of ($0.1) million in the fourth quarter of fiscal 2002. Fourth quarter 2003 net sales were $34.1 million, a decrease of 2.3% from $34.9 million in the previous year’s fourth quarter. In the aggregate, sales growth for the quarter fell short of the Company’s original expectations; however, the Company realized sales growth in several of its specialty markets that were the focus of investments in prior quarters. Contributing to the overall decrease in sales for the quarter was a reduced volume of flu vaccine sales combined with a shifting of flu vaccine sales into the Company’s third quarter due to earlier product availability from manufacturers.

 

The Company’s gross profit margin percentage increased 2.2% in the fourth quarter to 28.0% from 25.8% last year, as a result of lower margin flu vaccines sales during the fourth quarter being replaced with sales from higher margin new product offerings combined with the continued benefits from ongoing supply chain efficiencies. Sales and marketing expenses decreased $0.2 million, or 7.1% over last year’s fourth quarter, in which the Company began expansion into the primary care market with the initial hiring and training of instrumentation field sales representatives. General and administrative expenses increased $1.8 million, to $8.3 million in the fourth quarter of 2003 from $6.5 million in last year’s fourth quarter. The increase is primarily attributable to an increase in the provision for bad debt of $1.0 million as the Company experienced difficulties in the collection of certain accounts receivable balances recorded in prior periods, particularly in smaller dollar volume accounts, and increased legal and consulting fees of $0.5 million associated with professional fees and the evaluation of strategic options for the Company. Also contributing to the increase in general and administrative expenses were higher costs related to net periodic pension expense and health and welfare benefit costs.

 

“2003 was a challenging year for Moore Medical,” said Linda M. Autore, president and chief executive officer of Moore Medical Corp. “The investments we made in the Company’s field sales force, product portfolio and technology were not enough to overcome the barriers of entry into certain specialty markets in 2003. Additionally, the results that were achieved in 2003 did not offset the costs and expenses necessary to maintain our infrastructure as an independent public company.”

 

The Company’s special stockholders meeting to approve the previously announced agreement to merge with a subsidiary of McKesson Corporation will be held on March 30, 2004.


About Moore Medical

 

Moore Medical is an Internet-enabled multi-channel marketer and distributor of medical, surgical and pharmaceutical products to approximately 100,000 health care practices and facilities in non-hospital settings nationwide, including: physicians; emergency medical technicians; schools; correctional institutions; municipalities; occupational/industrial health doctors and nurses; and other specialty practice communities. The Company markets and serves its customers through direct mail, industry-specialized telephone support staff, field sales representatives, customer community affiliates and the Internet. Its direct marketing and distribution business has been in operation for 55 years. More information about the Company, can be found at www.mooremedical.com.

 

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This press release contains statements about future events and expectations that constitute forward-looking statements under the federal securities laws. These statements are characterized by words such as “believe,” “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “intent,” “project,” “objective,” “seek,” “strive,” “might,” “seeks,” “likely result,” “build,” “grow,” “plan,” “goal,” “expand,” “position,” or similar words. Forward-looking statements involve risks and uncertainties (including factors outside our control) that may cause our actual results, performance or financial condition to differ materially from any future results implied by such forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the inability to generate adequate revenues and income from our strategy to transform the Company to a multi-channel e-commerce enabled business; changes in demand for or supply of our products; online security breaches; disruptions in or cost increases for third-party services or systems; intense competition in health care product distribution; government regulation of drug and medical device distribution, the Internet and health care products and services; and changes in insurance coverage of health care products and services. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission.

 

Financial Statements to Follow

 

 

2


MOORE MEDICAL CORP. & SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

     Fourth Quarter

    Fiscal Year Ended

 

(Amounts in thousands, except per share data)


  

Unaudited

December 27,
2003


   

Unaudited

December 28,
2002


    December 27,
2003


    December 28,
2002


 

Net sales

   $ 34,052     $ 34,917     $ 141,678     $ 137,827  

Cost of products sold

     24,503       25,908       102,926       100,393  
    


 


 


 


Gross profit

     9,549       9,009       38,752       37,434  

Sales and marketing expenses

     2,645       2,846       11,803       10,814  

General and administrative expenses

     8,305       6,501       28,628       25,009  
    


 


 


 


Operating (loss) income

     (1,401 )     (338 )     (1,679 )     1,611  

Interest expense, net

     34       40       158       241  
    


 


 


 


(Loss) income before income taxes

     (1,435 )     (378 )     (1,837 )     1,370  

Income tax benefit (provision)

     225       237       370       (392 )
    


 


 


 


Net (loss) income

   $ (1,210 )   $ (141 )   $ (1,467 )   $ 978  
    


 


 


 


Basic net (loss) income per share

   $ (0.38 )   $ (0.04 )   $ (0.46 )   $ 0.31  
    


 


 


 


Diluted net (loss) income per share

   $ (0.38 )   $ (0.04 )   $ (0.46 )   $ 0.31  
    


 


 


 


Basic common shares outstanding*

     3,191       3,190       3,190       3,168  

Diluted common shares outstanding*

     3,193       3,190       3,190       3,184  

 


* weighted average

 

3


MOORE MEDICAL CORP. & SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

(Amounts in thousands, except par value)


   December 27,
2003


   December 28,
2002


ASSETS              
Current Assets              

Cash and cash equivalents

   $ 101    $ 100

Accounts receivable, less allowances

             

of $1,766 and $1,249, respectively

     15,502      17,187

Inventories

     11,631      11,230

Prepaid expenses and other current assets

     849      1,216

Deferred income taxes

     2,117      1,871
    

  

Total Current Assets

     30,200      31,604
    

  

Noncurrent Assets              

Property and equipment, net

     5,307      6,254

Goodwill

     1,723      1,723

Other assets

     301      414
    

  

Total Noncurrent Assets

     7,331      8,391
    

  

     $ 37,531    $ 39,995
    

  

LIABILITIES AND SHAREHOLDERS’ EQUITY              
Current Liabilities              

Accounts payable

   $ 6,565    $ 5,794

Amounts due to customers

     2,426      2,342

Accrued payroll

     594      642

Accrued legal

     624      96

Accrued pension

     617      599

Other accrued expenses

     885      386

Cash overdraft

     378      1,632

Current portion long-term debt

     2,575      —  
    

  

Total Current Liabilities

     14,664      11,491
    

  

Deferred Income Taxes      757      855
Accrued Pension      208      233
Long-Term Debt      —        4,281
Total Shareholders’ Equity      21,902      23,135
    

  

     $ 37,531    $ 39,995
    

  

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