SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1999 Commission File Number 0-2734 American Midland Corporation New York 13-1919009 (State or other jurisdiction of I.R.S. employer incorporated or organization) identification number Apartado 337 Puntarenas, Costa Rica (Exact address of principal executive offices) 011 506 661 0335 (Registrant's telephone number, including area code) Indicate by (X) whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common stock, $.01 par value: 5,696,000 shares outstanding as of June 30,1999 PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying condensed financial statements of American Midland Corporation ("American") at and for the periods indicated do not include all footnotes and certain financial statement disclosure normally required under generally accepted accounting principles; they should be read in conjunction with the consolidated financial statements of American included in its annual report on Form 10-K to the Securities and Exchange Commission for the year ended December 31, 1998. The interim condensed consolidated financial statements included herein are unaudited, but include all adjustments consisting of normal recurring accruals which American considers necessary for a fair presentation of its consolidated financial position and results of operations at and for the respective periods. The results of operations for the six months ended June 30,1999 are not necessarily indicative of the results of operations for the year ending December 31, 1998. AMERICAN MIDLAND CORP. CONSOLIDATED BALANCE SHEET (unaudited) ASSETS June 30, December 31, 1999 1998 ---- ---- Current Assets Cash ................................. $6,000 $6,000 Total Current Assets ....................... $6,000 6,000 Investments in and advances to ............... 3,6864,000 3,684,000 --------- --------- unconsolidated subsidiary, at equity (note 1) Total Assets ....................... $3,690,000 $3,690,000 ========== ========== Current Liabilities Accounts payable 120,000 120,000 Notes Payable 304,000 304,000 Loans Payable 404,000 404,000 ------- ------- Total Current Liabilities 464,000 464,000 Excess of losses and distributions over investments and advances to real estate and joint ventures, at equity. 847,000 847,000 STOCKHOLDERS' EQUITY Common Stock 57,000 57,000 Capital in excess of par value 24,785,000 24,785,000 Deficit (22,463,000) (22,463,000) ----------- ----------- Total $3,690,000 $3,690,000 ========== ========== The accompanying notes are an integral part of these financial statements. AMERICAN MIDLAND CORP. CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) Six months ended June 30, 1999 1998 Income from continuing operations. Revenues: .................................. $0 0 Interest and other Income .......................... 0 0 - - Gross Revenues ............................... 0 $0 Expenses Selling and Administrative ..................... 0 1,000 ----- ----- Total Expenses ......................... 0 (1,000) ------ ------ Net Loss from continuing operations 0 (1,000) ======= ====== Net Loss per Share ............................. 0 0 Weighted average number of common shares outstanding. 5,696,000 5,696,000 ========= ========= The accompanying notes are an integral part of these financial statements. AMERICAN MIDLAND CORP. CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) Three months ended June 30, --------------------------- 1999 1998 ---- ---- Income from continuing operations. Revenues: $0 0 Interest and other Income 0 0 Gross Revenues 0 0 Expenses Selling and Administrative 0 0 Total Expenses 0 0 Net Loss from continuing operations 0 0 Net Loss per Share 0 0 Weighted average number of common shares outstanding. 5,696,000 5,696,000 The accompanying notes are an integral part of these financial statements. AMERICAN MIDLAND CORPORATION CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) Six months ended June 30, --------------------------- 1999 1998 ---- ---- Cash Flow from Operating Activities: Net Income (Loss) 0 $(1,000) Adjustments to reconcile net Income (Loss) to cash provided by (used in ) operating activities. 0 0 - - Cash Provided by ( Used in ) Operations 0 (1,000) Cash at beginning of period 6,000 7,000 ----- ----- Cash at end of period $6,000 $7,000 ====== ====== The accompanying notes are an integral part of these financial statements. AMERICAN MIDLAND CORPORATION NOTES TO CONSOLIDATED STATEMENTS June 30, 1999 NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of American Midland Corporation ("American) and its wholly owned subsidiaries. American owns a forty five percent interest in a Costa Rican shrimp fishing and processing company ("Talmana"). Talmana does not report earnings on a quarterly basis and its results have not been taken into consideration in this report. American reports this investment as an investment in an unconsolidated subsidiary on the equity method, adjusted annually. All significant intercompany accounts have been eliminated. Going Concern American has suffered recurring losses from operation and its current obligations exceed its current assets. It has recently settled substantial obligations and funded said settlements by loans, with an option to convert $30,000 of said loans into 3,000,000 shares of common stock from its officers and directors. It is continuing to attempt to raise additonal funds to pay its current outstanding obligations and for future operations. These matters raise substantial concern about American's ability to continue as a going concern. Per Share Calculation The computation of per share amounts is based on the weighted average number of common shares outstanding in each period. Common stock equivalents, which include stock options are either insignificant or anti- dilutive. Investments Americans's ownership of a $3,000,000 10 year 6% redeemable preferred stock due December 31, 2002 and it's ownership of forty five percent of the outstanding common shares of Talmana S.A. is carried on its books as an investment in an unconsolidated subsidiary. Dividends on the preferred stock may be paid in any year in which Talmana has after tax earnings in excess of $1,500,000 if declared by the board of directors of Talmana. Dividends not paid are accrued and payable on the Redemption Date. No dividends have been paid. American's investment is carried on the equity method and no accruals have been made for earned but unpaid dividends. Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS FOR THE Six MONTHS ENDED June 30, 1999 vs 1998 American had a loss of $1,000 for the six months ended June 30, 1999 compared to a loss of $1,000 for the same period of 1998. The losses from continuing operations for 1999 and 1998 were primarily due to the inability to generate income to cover its overhead. American is currently inactive and does not conduct any operations except through it's forty five percent owned subsidiary Talmana which conducts a shrimp fishing and processing operation in Costa Rica. The shrimp processed by Talmana are caught in company owned and operated fishing vessels and purchased from independent fishermen. Talmana's products are sold locally and exported to Europe, Japan and the United States. Talmana does not report earnings on a quarterly basis and its earning have not been taken into consideration in this report. The demand and pricing of Talmana's products vary from season to season depending on availability of product worldwide. The first quarter of the year is usually the weakest due to the shortage of product as a result of adverse weather conditions off the west coast of Costa Rica. Inflation and competition do not have any significant effect on Talmana's operation. . LIQUIDITY AND CAPITAL RESOURCE American does not have adequate liquidity to maintain its current operation and has closed its office in New Jersey. Its officers and directors loaned $40,000 to American, with an option to convert $30,000 of loans to 3,000,000 shares of Americans common stock.They have indicated a willingness to loan any additonal funds that might be required to meet American's ongoing obligations. American intends to raise additonal funds through the private sale of its stock to potential investors, however it has been unsuccessful to date. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned who are duly authorized to do so. Dated August9,1999 AMERICAN MIDLAND CORP. BY: /s/ Irwin S. Lampert IRWIN S. LAMPERT SENIOR VICE PRESIDENT AND TREASURER (PRINCIPAL FINANCIAL OFFICER) PART II. OTHER INFORMATION Item 1. Legal Proceedings See Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. As of June 30, 1999 there was no material change in the status of the matters described in Item 3 of the Annual Report. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits none (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Registrant during the three months ended June 30, 1999.