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 June 30, 1995
[ ] 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 2-55070
THE ANDERSONS
(Exact name of registrant as specified in its charter)
OHIO 34-4437884
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
480 W. Dussel Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)
(419) 893-5050
(Telephone Number)
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
The registrant is a limited partnership and has no voting stock. Because of
transfer restrictions contained in the partnership agreement, there is no
market for any partnership interest in the registrant.
THE ANDERSONS
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Income -
Three months ended June 30, 1995 and 1994 . . . . . . . . . . . . . 6
Six months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . 7
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . 8
Notes to Condensed Consolidated Financial Statements. . . . . . . . .10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . .11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .15
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE ANDERSONS
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30 December 31
1995 1994
CURRENT ASSETS
Cash and cash equivalents $ 2,397,407 $ 6,186,695
Accounts Receivable:
Trade accounts - net 46,988,772 55,157,316
Margin deposits 13,352,873 7,034,058
60,341,645 62,191,374
Inventories:
Grain 64,395,623 113,554,519
Agricultural fertilizer and supplies 15,869,227 21,110,719
Merchandise 35,312,934 32,240,845
Lawn and corn cob products 13,078,042 20,992,385
Other 15,737,279 10,736,558
144,393,105 198,635,026
Prepaid expenses 1,001,031 899,268
TOTAL CURRENT ASSETS 208,133,188 267,912,363
OTHER ASSETS
Investments in and advances to affiliates 1,415,646 1,591,673
Notes receivable (net) and other assets 4,521,368 3,083,583
TOTAL OTHER ASSETS 5,937,014 4,675,256
PROPERTY, PLANT AND EQUIPMENT
Land 13,329,838 13,063,330
Land improvements and leasehold
improvements 23,017,626 22,569,686
Buildings and storage facilities 75,858,962 71,700,138
Machinery and equipment 95,524,729 87,308,030
Construction in progress 3,025,335 1,387,362
210,756,490 196,028,546
Less allowances for depreciation and
amortization 127,670,663 118,432,043
NET PROPERTY, PLANT AND EQUIPMENT 83,085,827 77,596,503
$297,156,029 $350,184,122
NOTE: The balance sheet at December 31, 1994 has been derived from the
audited financial statements at that date.
See notes to condensed consolidated financial statements.
THE ANDERSONS
CONDENSED CONSOLIDATED BALANCE SHEETS - (continued)
(UNAUDITED)
June 30 December 31
1995 1994
CURRENT LIABILITIES
Notes payable $ 75,207,850 $ 50,000,000
Accounts payable for grain 21,393,065 83,843,840
Other accounts payable 42,781,882 60,990,810
Amounts due General Partner 5,354,549 4,700,699
Accrued expenses 7,073,523 7,708,295
Current maturities of long-term debt 6,707,000 3,615,000
TOTAL CURRENT LIABILITIES 158,517,869 210,858,644
LONG-TERM DEBT
Note payable, 7.84%, payable
quarterly, ($75,000 through 10/97,
$398,000 thereafter) due 2004 14,700,000 14,850,000
Note payable, variable rate (7.6875% at
6/30/95) payable $800,000 annually,
due 1997 5,600,000 6,000,000
Notes payable relating to revolving
credit facility, variable rate
(6.8375% at 6/30/95), due 1996 10,000,000 10,000,000
Note payable, variable rate (7.875%
at 6/30/95), payable monthly
through 7/5/96 4,392,034 4,661,089
Other notes payable 1,175,756 795,686
Industrial development revenue bonds:
6.5% due 1999 4,400,000 4,400,000
Variable rate (6.03% at 6/30/95),
due 1995 to 2004 8,114,000 8,114,000
Variable rate (3.855% at 6/30/95),
due 2025 3,100,000 3,100,000
Debenture bonds:
9.2% to 10%, due 1995 and 1996 6,087,000 6,088,000
6.5% to 8%, due 1997 to 2000 5,821,000 5,530,000
10% due 1997 and 1998 2,117,000 2,117,000
10% due 2000 and 2001 2,740,000 2,742,000
7.5% to 8.7%, due 2002 to 2005 5,726,000 5,590,000
Other bonds, 4% to 10% 844,513 844,533
74,817,303 74,832,308
Less current maturities of long-term debt 6,707,000 3,615,000
TOTAL LONG-TERM DEBT 68,110,303 71,217,308
THE ANDERSONS
CONDENSED CONSOLIDATED BALANCE SHEETS - (continued)
(UNAUDITED)
June 30 December 31
1995 1994
DEFERRED INCOME TAX 689,200 -
AMOUNT DUE GENERAL PARTNER 3,521,765 3,059,742
MINORITY INTEREST 891,610 1,070,878
PARTNERS' CAPITAL
General partner 1,039,315 969,376
Limited partners 64,385,967 63,008,174
TOTAL PARTNERS' CAPITAL 65,425,282 63,977,550
$297,156,029 $350,184,122
NOTE: The balance sheet at December 31, 1994 has been derived from the
audited financial statements at that date.
See notes to condensed consolidated financial statements.
THE ANDERSONS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months
Ended June 30
1995 1994
Grain sales and revenues $132,413,222 $ 98,160,444
Fertilizer, retail and other sales 123,406,027 132,216,690
Other income 967,984 654,152
256,787,233 231,031,286
Cost of grain sales and revenues 127,342,177 91,877,261
Cost of fertilizer, retail and
other sales 91,427,442 96,096,516
218,769,619 187,973,777
GROSS PROFIT 38,017,614 43,057,509
Operating, administrative and
general expenses 32,249,569 31,053,598
Interest expense 3,166,541 1,963,720
35,416,110 33,017,318
NET INCOME - Note B $ 2,601,504 $ 10,040,191
Allocation of income:
To general partner $ 41,069 $ 142,628
To limited partners 2,560,435 9,897,563
$ 2,601,504 $ 10,040,191
Income allocation per $1,000 of
partners' capital:
Weighted average capital for
allocation purposes - Note C $ 61,404,765 $ 52,799,040
Income allocation per $1,000 $ 42 $ 190
See notes to condensed consolidated financial statements.
THE ANDERSONS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six Months
Ended June 30
1995 1994
Grain sales and revenues $237,187,323 $230,830,424
Fertilizer, retail and other sales 221,641,526 218,245,269
Other income 1,551,906 1,299,923
460,380,755 450,375,616
Cost of grain sales and revenues 221,115,458 216,993,273
Cost of fertilizer, retail and
other sales 164,947,620 158,838,301
386,063,078 375,831,574
GROSS PROFIT 74,317,677 74,544,042
Operating, administrative and
general expenses 63,485,267 58,353,814
Interest expense 6,308,237 4,064,670
69,793,504 62,418,484
NET INCOME - Note B $ 4,524,173 $ 12,125,558
Allocation of income:
To general partner $ 69,939 $ 171,566
To limited partners 4,454,234 11,953,992
$ 4,524,173 $ 12,125,558
Income allocation per $1,000 of
partners' capital:
Weighted average capital for
allocation purposes - Note C $ 62,706,044 $ 53,843,514
Income allocation per $1,000 $ 72 $ 225
See notes to condensed consolidated financial statements.
THE ANDERSONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months
Ended June 30
OPERATING ACTIVITIES 1995 1994
Net income $ 4,524,173 $ 12,125,558
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 4,490,464 3,889,750
Amortization of deferred gain - (37,463)
Minority interest in net income
(loss) of subsidiaries (35,939) 66,694
Payments to minority interests (143,329) (222,052)
Provision for losses on receivables,
investments and other assets 386,896 169,883
Gain on sale of property, plant and
equipment (340,842) (222,866)
Changes in operating assets
and liabilities:
Accounts receivable 1,471,635 26,263,276
Inventories 54,241,921 90,427,464
Prepaid expenses and other assets (1,537,906) (999,121)
Accounts payable for grain (62,450,775) (66,996,779)
Other accounts payable and
accrued expenses (17,727,562) (5,473,358)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (17,121,264) 58,990,986
INVESTING ACTIVITIES
Purchases of property, plant, equipment (5,877,548) (12,554,592)
Proceeds from sale of investment - 1,679,215
Proceeds from sale of property, plant
and equipment 489,460 815,236
Business acquisition - net of cash (1,426,431) -
Payments from (advances to) affiliates 100,000 (40,000)
NET CASH USED IN INVESTING ACTIVITIES (6,714,519) (10,100,141)
THE ANDERSONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
Six Months
Ended June 30
1995 1994
FINANCING ACTIVITIES
Net increase in short-term borrowings 23,519,389 (51,400,000)
Proceeds from issuance of long-term debt 20,496,546 23,368,369
Payments of long-term debt (20,892,999) (6,296,319)
Payments to partners and other deductions
from capital accounts (4,412,411) (4,088,401)
Capital invested by partners 1,335,970 733,675
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 20,046,495 (37,682,676)
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (3,789,288) 11,208,169
Cash and cash equivalents at beginning
of year 6,186,695 3,936,955
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,397,407 $ 15,145,124
Noncash Investing and Financing Activities:
Acquisition of business
Working capital - other than cash $ 90,015
Property, plant and equipment (net) 4,095,525
Short and long-term debt assumed (2,069,909)
Other long term liabilities assumed (689,200)
Net cash expended $ 1,426,431
Assumption of long-term debt in purchase
of property, plant and equipment $ 5,216,918
See notes to condensed consolidated financial statements.
THE ANDERSONS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A -In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of
the results of operations for the periods indicated have been made.
The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Partnership's
annual report on Form 10-K for the year ended Dec ember 31, 1994.
Note B -No provision has been made for federal income taxes on the
Partnership's net income since such amounts are includable in the
federal income tax returns of its partners.
Provision for federal income taxes is made on the net income or loss
of the Partnership's corporate subsidiaries, but is insignificant.
Note C -The Partnership Agreement of the Registrant reflects each partner's
invested capital as of the beginning of each year. Partners' capital
used in determining the allocation of net income per $1,000 of
partners' capital is weighted to reflect cash distributions made to
partners during the year. The indicated allocations for the three
and six-month periods ended June 30, 1995 and 1994 are the
allocations which would have been made had such periods constituted
an entire fiscal year.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Partners' capital in The Andersons (the "Partnership") at June 30, 1995
was $65.4 million, up $1.4 million from December 31, 1994. Net income in the
first six months added $4.5 million to partners' capital and new equity of
$1.3 million was received. Decreases to partners' capital included
distributions to partners of $3.9 million and equity withdrawals of $550,000.
Additional quarterly cash distributions of approximately $224,000 are expected
to be paid in September and December. A final 1994 tax distribution of
approximately $1.8 million was paid in April 1995 and quarterly tax
distributions of approximately $800,000 were paid in April and $325,000 in
June.
In connection with the General Partner's registration statement as
discussed in Item 5 of this document and contingent on its approval, the
Partnership has adopted a distribution policy to govern cash and tax
distributions and withdrawals of partner's capital. The Partnership will
generally allow all Limited Partners to elect to receive any amounts contained
in their capital account as withdrawals of capital prior to the merger if such
election is received by November 15, 1995. Management will review all such
notices and in the event that it determines that the aggregate amount of
withdrawals requested exceeds the Partnership's ability to make such
distributions, taking into consideration ongoing business needs for liquidity,
the Partnership will distribute such amount as it deems consistent with the
Partnership's liquidity needs to all requesting Limited Partners, pro rata
based on the amount each Limited Partner has requested. The amount of such
withdrawals will be distributed prior to December 31, 1995.
Short-term lines of credit available at December 31, 1994 were $207
million. Total available lines at June 30, 1995 were $285 million, of which
$75 million was used. Typically, the Partnership's highest borrowing occurs
in the spring due to seasonal inventory requirements in several of the
Partnership's businesses, credit sales in the lawn products and agricultural
fertilizer and supply business and a customary reduction in grain payables due
to customer cash needs and market strategies. The highest borrowing against
the short-term lines was $134.5 million and occurred in late March. The
Partnership's liquidity is enhanced by the fact that grain inventories are
readily marketable. In management's opinion, the Partnership's liquidity is
adequate to meet short-term and long-term needs.
The Partnership sold $449,000 of new Five-Year and Ten-Year debentures in
1995. Although the Partnership does not anticipate additional sales in the
remainder of the current year, it may offer bonds in the future.
On May 1, 1995, the Partnership purchased all of the outstanding stock of
Metamora Elevator Company, Inc. for $1.6 million in cash and $2.1 million in
short and long-term debt assumed. The acquisition was accounted for as a
purchase. In addition, the Partnership expended $5.6 million on other capital
equipment and projects in the first six months. Total capital expenditures
for 1995 are not expected to exceed $15 million. Additional expenditures
anticipated in 1995 include approximately $1 million for additional storage
capacity, $1.5 million for general store renovations and $.5 million for
information systems improvements. The Partnership expects to fund these
capital expenditures from cash generated from operations and additional long-
term debt or new equity. Capital expenditures have been curtailed from the
original 1995 plan of $24 million and could be further reduced if necessary.
Results of Operations
Comparison of the Partnership's three months ended June 30, 1995 with the
three months ended June 30, 1994:
Net income in the second quarter of 1995 was $2.6 million, significantly
lower than the 1994 second quarter income of $10 million, due primarily to
weather-related factors. Revenues were $256 million, up from $231 million in
the second quarter of 1994. Interest expense was up due to an increase in
short-term debt and higher interest rates. Operating, administrative and
general expenses were up 3.9%, with most of the increase coming from expanded
operations, including one new grain facility opened after the second quarter
of 1994.
The Agriculture Group (including grain, wholesale agricultural fertilizer
and retail fertilizer and supplies) experienced a 17% increase in sales and
merchandising revenues from 1994 but a 24% decrease in gross profit. Sales of
grains were $128 million in the second quarter of 1995, up $35 million from
the second quarter of 1994. The average selling price was $3.49 per bushel,
down from $3.55 per bushel in the second quarter of last year. This decrease
in price reflects a reduction in the percent of soybean bushels to total
bushels sold as soybean prices are approximately twice that of corn and wheat
and a decrease in the soybean average selling price from 1994 to 1995. The
number of bushels sold increased by 10%, however margins were down
significantly. The income earned from holding owned grain was unchanged from
the level of income experienced in 1994. Income from drying and mixing was
negligible compared with $100,000 in the second quarter of 1994. Storage
income was down 24% in the second quarter. Overall, merchandising revenues
were down 8% from last year. Gross profit from the grain area was also down
by $1.2 million or 19% in the second quarter of 1995.
In agricultural fertilizer and supply, sales were $45 million, down $8
million for the second quarter as compared to the prior year. Wholesale sales
of fertilizer products accounted for almost all of the sales decrease. Volume
was down 37% and selling prices were up 11%. Margins were up in the second
quarter of 1995 due to increased selling prices. Retail sales were up $3.4
million due primarily to the opening of three new retail farm centers. Sales
of agricultural supplies were down approximately $120,000. Gross profit on
sales of agricultural products was down 32% for the quarter due primarily to
an unusual level of profit in 1994 on the sale of phosphate inventories
purchased in 1993 when the market price of phosphate was depressed. In 1994,
the market price of phosphate appreciated significantly and the Partnership
liquidated its inventory, with most of the activity occurring in the second
quarter.
Sales in the retail area were $49 million in the second quarter of 1995
compared to $51 million last year. Sales in the Columbus market were down
$1.1 million or 7%, sales at the Lima, Ohio store were up $270,000 or 6% and
sales in the Toledo market were up 1%. As a result of a minimal increase in
margins, along with decreased sales, gross profit in the retail area was down
2%.
Sales of lawn care products were $16 million, down slightly from the
second quarter of 1994. Tons sold decreased by about 4% while average selling
prices increased by about 2%. Increased material costs were the primary cause
of the 16% decrease in gross profit. In the industrial products area, sales
were up 11% from the second quarter of 1994. Gross profit was up 7% due in
part to an increase in the average sales price of approximately 15%. In other
businesses, sales were up $500,000, a 7% increase from the second quarter of
1994. Gross profit in the other businesses was down about 8%. Both of these
changes were due primarily to the rail division.
Comparison of the Partnership's six months ended June 30, 1995 with the six
months ended June 30, 1994:
Net income in the first six months of 1995 was $4.5 million, significantly
lower than the net income of $12.1 million in the same period of 1994.
Revenues were $460 million, up from $450 million in the second quarter of
1994. Interest expense w as up due to an increase in short-term debt and
higher interest rates. Operating, administrative and general expenses were up
8.8%, with most of the increase coming from expanded operations, including two
grain facilities opened during 1994.
The Agriculture Group experienced a 2% increase in sales and merchandising
revenues from 1994 and a 1% decrease in gross profit. Sales of grains were
$227 million for the first six months of 1995, a 3% increase from the same
period of 1994. The average selling price was $3.35 per bushel, down from
$3.82 per bushel in 1994. A 17% (10 million bushel) increase in grain sales
volume was concentrated primarily in wheat with a 9 million bushel increase,
and corn with a 3 million bushel increase with the higher valued soybeans
experiencing a 2 million bushel reduction in sales volume. In addition, the
average soybean selling price dropped over a dollar from the first half of
1994 to the first half of 1995. Margins on grain increased 41%. The income
earned from holding owned grain was up $300,000 or 8% from the level of income
experienced in the first half of 1994. Income from drying and mixing was down
$200,000 or 21%. Storage income was also down 13% for the first six months.
Overall, merchandising revenues were down 2% from the prior year. Gross
profit from the grain area was up by $2.2 million or 16% in the first half of
1995 as compared to the first half of 1994, resulting primarily from the
increase in gross profit on put-thru grain.
In agricultural fertilizer and supply, sales were $81 million, unchanged
as compared to the prior year. Wholesale sales of fertilizer products
accounted for a sales decrease of $3.4 million. Volume was down 16% and
selling prices were up 11%. Margins were up 8% due to increased selling
prices. Retail sales were up $4.5 million due primarily to the addition of
three retail farm centers in the second quarter of 1994. Sales of
agricultural supplies were down approximately $500,000. Gross profit on sales
of agricultural products was down 20% for the six months due primarily to an
unusual level of profit in 1994 on the sale of phosphate inventories purchased
in 1993 when the market price of phosphate was depressed. In 1994, the market
price of phosphate appreciated significantly and the Partnership liquidated
its inventory, with most of the activity occurring in the second quarter.
Sales in the retail area were $80 million in the first six months of 1995
compared to $81 million last year. Sales in the Columbus market were down
$1.2 million or 5%, sales at the Lima, Ohio store were up $220,000 or 3% and
sales in the Toledo market were up 1%. As a result of slightly improved
margins along with decreased sales, gross profit in the retail area was down
1%.
Sales of lawn care products were $36 million, up 11% from the first half
of 1994. Tons sold increased by about 4% while average selling prices
increased by about 5%. Increased material costs resulted in a 6% decrease in
gross profit. In the industrial products area, sales were up 16% or $1
million. Gross profit was also up approximately 13% due to an average sales
price increase of approximately 12%. In other businesses, sales were up
$500,000, a 3% increase from the prior period. Gross profit in the other
businesses was up about 3%. Both of these changes were due primarily to the
rail division.
PART II. OTHER INFORMATION
Item 5. Other Information
On August 9, 1995, subsequent to the period covered by this Report, The
Andersons Management Corp., an Ohio corporation and the sole general partner
of the Partnership (the "General Partner"), filed a Second Amendment to its
Registration Statement on Form S-4 (File No. 33-58963) with the Securities and
Exchange Commission with respect to a proposed merger of the Partnership with
and into the General Partner and certain other related matters. The primary
purpose of the merger is to simplify the organizational structure of the
Partnership and the General Partner and allow current Shareholders and Limited
Partners the potential for additional liquidity. The General Partner
currently anticipates that, if the merger is approved by its shareholders and
the limited partners of the Partnership, it will be effective as of January 1,
1996.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K. There were no reports on Form 8-K for the three
months ended June 30, 1995.
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.
THE ANDERSONS
(Registrant)
By THE ANDERSONS MANAGEMENT CORP.
(General Partner)
Date: August 10, 1995 By /s/Richard P. Anderson
Richard P. Anderson
President and Chief Executive
Officer
Date: August 10, 1995 By /s/Richard R. George
Richard R. George
Corporate Controller (Principal
Accounting Officer)