FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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
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 No. 1-6244
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AMERICAN MAIZE-PRODUCTS COMPANY
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(Exact name of registrant as specified in its charter)
Maine 13-0432720
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
250 Harbor Drive, Stamford, CT 06902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 356-9000
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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
---- -----
Number of shares outstanding of each of issuer's classes of common stock at June
30, 1995.
Class A Class B
--------- ---------
Outstanding 8,728,074 1,742,057
INDEX
Part I Page #
Financial Statements:
Condensed Consolidated Balance Sheets at
June 30, 1995 and December 31, 1994 1
Condensed Consolidated Statements of
Income and Retained Earnings for
the six and three months ended
June 30, 1995 and 1994 2
Condensed Consolidated Statements of
Cash Flows for the six months ended
June 30, 1995 and 1994 3
Notes to Condensed Consolidated Financial
Statements 4-6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-8
Part II
Item 1. Legal Proceedings 9-10
Item 4. Submission of Matters to a Vote of Security
Holders 10-12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
June 30, December 31,
1995 1994
-------- --------
(Unaudited)
Current assets:
Cash and cash equivalents $ 2,880 $ 9,957
Accounts receivable, trade, less allowance
for doubtful accounts of $4,241 at
June 30, 1995 and $3,834 at December 31, 1994 66,664 52,549
Inventories 81,203 86,855
Other current assets 10,482 11,901
-------- --------
Total current assets 161,229 161,262
-------- --------
Restricted cash 19,541 26,325
Property, plant and equipment, at cost 569,558 514,644
Less, Accumulated depreciation 218,049 202,821
-------- --------
351,509 311,823
Excess of cost over net assets of acquired companies, less accumulated
amortization of $4,889 at June 30, 1995 and $4,245 at December 31, 1994 21,899 22,543
Prepaid pension costs 16,600 16,600
Other assets 14,497 13,419
-------- --------
$585,275 $551,972
======== ========
Current liabilities:
Short-term debt $ 10,000 $ -
Long-term debt, current installments 975 944
Accounts payable, trade 26,298 29,268
Accrued expenses 27,495 29,593
Accrued income taxes 1,358 1,259
-------- --------
Total current liabilities 66,126 61,064
Long-term debt, less current installments 170,754 164,749
Deferred income taxes 33,533 31,663
Accrued postretirement and postemployment benefits 53,898 52,562
Other liabilities 4,816 5,251
-------- --------
329,127 315,289
-------- --------
Stockholders' equity:
Capital stock:
Common, Class A, $.80 par value; authorized 15,000,000 shares at June 30, 1995
and December 31, 1994; issued 9,073,503 shares at June 30, 1995 and 8,872,653
shares at December 31, 1994 7,259 7,098
Common, Class B, $.80 par value; authorized
2,500,000 shares; issued 1,809,282 shares at
June 30, 1995 and December 31, 1994 1,447 1,447
Capital in excess of par value of common stock 128,081 124,380
Retained earnings 126,084 110,506
-------- --------
262,871 243,431
Less, Common Stock in treasury, at cost; Class A, 345,429 shares at June 30,
1995 and 348,148 shares at December 31, 1994; Class B,
67,225 shares at June 30, 1995 and December 31, 1994 6,723 6,748
-------- --------
Total Stockholders' equity 256,148 236,683
-------- --------
$585,275 $551,972
======== ========
See accompanying notes to condensed consolidated financial statements.
Page 1
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollars in thousands, except per share amounts)
(Unaudited)
Six Months Ended Three Months Ended
June 30, June 30,
-------------------------- ---------------------------
1995 1994 1995 1994
---- ---- ---- ----
Net sales $299,440 $298,780 $158,365 $160,941
Cost of sales 220,737 225,361 115,084 120,760
-------- -------- -------- --------
Gross profit 78,703 73,419 43,281 40,181
Selling, administrative and
general expenses 45,637 45,851 23,354 22,371
Restructuring charges - 5,400 - -
Provision for patent litigation - 4,000 - 4,000
-------- -------- -------- --------
Operating profit 33,066 18,168 19,927 13,810
-------- -------- -------- --------
Other income (expenses):
Interest expense (3,952) (5,966) (2,027) (3,035)
Interest income 1,061 140 570 71
Other, net (170) (850) (145) (536)
-------- -------- -------- --------
(3,061) (6,676) (1,602) (3,500)
-------- -------- -------- --------
Income before income taxes 30,005 11,492 18,325 10,310
Income taxes:
Current (9,030) (2,554) (6,305) (2,213)
Deferred (1,865) (2,155) (167) (1,997)
-------- -------- -------- --------
(10,895) (4,709) (6,472) (4,210)
-------- -------- -------- --------
Net income 19,110 6,783 11,853 6,100
Retained earnings at beginning
of period 110,506 90,221 116,011 89,268
Less: cash dividends paid 3,532 3,275 1,780 1,639
-------- -------- -------- --------
Retained earnings at end of
period $126,084 $ 93,729 $126,084 $ 93,729
======== ======== ======== ========
Earnings per share of common
stock $1.84 $ .66 $1.13 $ .60
===== ===== ===== =====
Dividends per share of common
stock $ .34 $ .32 $ .17 $ .16
===== ===== ===== =====
Weighted average number of
common shares outstanding 10,401,891 10,233,010 10,470,131 10,239,194
========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
Page 2
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollars in thousands)
(Unaudited)
Six Months Ended
June 30,
----------------------------------
1995 1994
-------- -------
Cash flows from operating activities:
Net income $ 19,110 $ 6,783
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 17,250 16,631
Deferred income taxes 1,865 2,155
Restructuring charges - 5,400
Provision for patent litigation - 4,000
Changes in assets and liabilities:
Accounts receivable, trade (14,115) (10,649)
Inventories 5,652 (8,131)
Other current assets 1,419 (1,764)
Accounts payable and accrued expenses (4,969) (4,724)
Other, net 183 2,343
-------- --------
Net cash provided by operating activities 26,395 12,044
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (56,622) (22,522)
-------- --------
Net cash used in investing activities (56,622) (22,522)
-------- --------
Cash flows from financing activities:
Cash dividends (3,532) (3,275)
Change in short-term debt 10,000 -
Borrowings on long-term debt 6,500 21,400
Payments of long-term debt (464) (10,336)
Decrease in restricted cash 6,784 -
Proceeds from the issuance of common stock 3,862 218
-------- --------
Net cash provided by financing activities 23,150 8,007
-------- --------
Net decrease in cash and cash equivalents (7,077) (2,471)
Cash and cash equivalents, beginning of year 9,957 2,862
-------- --------
Cash and cash equivalents, end of period $ 2,880 $ 391
======== ========
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Supplemental Cash Flow Information
Cash paid during the period for:
Interest (net of amount capitalized) $ 6,723 $ 5,618
Income taxes (net of refunds) $ 8,711 $ 4,179
- ----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
Page 3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of American
Maize-Products Company and its Subsidiaries ("Company") for the six and three
month periods ended June 30, 1995 and 1994 are unaudited. However, in the
opinion of the Company, all adjustments (of a normal recurring nature)
considered necessary for a fair presentation have been reflected therein.
Certain financial information which is normally included in financial statements
prepared in accordance with generally accepted accounting principles, but which
is not required for interim reporting purposes, has been omitted. The
accompanying condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1994.
INVENTORIES
At June 30, 1995 and December 31, 1994, inventories consisted of the following:
June 30, December, 31
1995 1994
------- -------
Finished goods $23,893 $28,904
Work-in-process 4,463 4,145
Raw materials 33,614 37,625
Stores and supplies 19,233 16,172
------- -------
Total $81,203 $86,855
======= =======
SUPPLEMENTARY INFORMATION
Interest costs incurred during the six and three months ended June 30, 1995 and
1994 were $6,648, $6,267, $3,617 and $3,253, respectively. Interest capitalized
during these periods was $2,696, $301, $1,590 and $218, respectively.
For cash flow reporting purposes all highly liquid short-term investments (as
denoted on the balance sheet), with maturities of three months or less, are
considered cash equivalents.
Deposits made for hedging transactions to cover open positions on corn purchases
are included in inventory for cash flow reporting purposes.
The Company periodically enters into corn futures contracts to hedge against
sales commitments of corn-derived products. The Company utilizes the corn
futures market to minimize the inherent risk potential resulting from
significant fluctuations in the cost of corn. The Company does not enter into
corn futures contracts for trading or speculative purposes. In accordance with
its hedging policy, the Company only enters into corn futures contracts to cover
the corn requirements to manufacture products covered by fixed price, fixed
quantity contracts with customers and near term production commitments. Futures
contract
Page 4
quantities are matched with approximate requirements under customer contracts by
using the futures contract dates closest to expected shipment dates to
customers. The corn futures contracts outstanding at June 30, 1995 and December
31, 1994 expire at various dates and various prices through December, 1996. At
June 30, 1995 and December 31, 1994, the Company had corn futures contracts of
$59,673 (23,720,000 bushels) and $24,841 (10,350,000 bushels), respectively.
Unrealized gains and losses associated with these contracts are deferred and are
accounted for as part of the hedged transaction. Based upon market rates, these
contracts had a deferred contract gain of $6,571 at June 30,1995, and a deferred
contract loss of $20 at December 31, 1994. Settlement gains and losses on corn
futures contracts are matched to specific inventory purchases and credited or
charged to cost of sales at the time such inventory is sold. Based upon daily
margin account activity, including contract purchases, contract sales and market
fluctuations in the value of open contracts, cash settlement is made on a daily
basis to maintain margin accounts at specified levels.
SHORT-TERM DEBT
Short-term debt comprises borrowings on lines of credit from banks.
CONTINGENT LIABILITIES
The Company has certain contingent liabilities regarding existing or potential
claims, lawsuits and other proceedings, including those involving a certain
patent infringement claim and an environmental civil action. With respect to the
environmental civil action, there have been no material changes from the
information set forth in Note 14 of Notes to Consolidated Financial Statements
and under ITEM 3 - LEGAL PROCEEDINGS in the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1994. The current status of litigation
regarding a certain patent infringement claim is described in Part II, herein.
RECENTLY ISSUED ACCOUNTING STANDARD
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". This statement
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used for long-lived assets and certain identifiable intangibles to be
disposed of. Implementation of the statement is required for fiscal years
beginning after December 15, 1995. The Company anticipates that the adoption of
this statement will not have a material impact on the Company's financial
statements. The Company has not determined whether it will adopt the statement
prior to the required date.
LEGAL PROCEEDINGS
The current status of litigation is described in Part II, herein.
Page 5
SUBSEQUENT EVENTS
On July 26, 1995, the Company announced that it has entered into a definitive
merger agreement with Eridania Beghin-Say, S.A. ("EBS") providing for the
acquisition of the Company by EBS in a merger transaction at a purchase price of
$40 per share.
In connection with the merger agreement, EBS executed an agreement with the
stockholders of GIH Corp., which owns approximately 13% of the Company's
outstanding Class A shares and 47% of its outstanding Class B shares, to
purchase all of the stock of GIH Corp. at a price calculated based on an
underlying value of $40 per share of the Company's stock owned by GIH Corp. In
addition, EBS entered into an agreement with William Ziegler, III and the
trustees of certain trusts for the benefit of the Ziegler family (the "Ziegler
Parties") pursuant to which, immediately following the acquisition of the
Company, EBS will sell 88% of the common stock of Swisher International, Inc.
("Swisher"), the tobacco business of the Company, to the Ziegler Parties for
$165 million. EBS will retain the remaining 12% interest in Swisher.
These transactions are subject to a number of conditions, including, among
others, receipt of financing by the Ziegler Parties for the purchase of Swisher
and approval of the merger by the Company's shareholders.
Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
FINANCIAL CONDITION (JUNE 30, 1995
COMPARED TO DECEMBER 31, 1994)
The Company currently has available $125,000 under a bank revolving credit
agreement which expires on December 31, 1998 and open lines of credit with banks
of $10,000. At June 30, 1995, borrowings outstanding under these facilities were
$6,500 and $10,000, respectively.
Significant uses of cash during the period included capital expenditures of
$56,622, increased accounts receivable of $14,115 and reductions in accounts
payable and accrued expenses of $4,969. The Company anticipates approximately
$66,050 of additional capital spending for the remainder of the year which will
be financed through internal cash flow and available credit facilities, as
needed.
RESULTS OF OPERATIONS (SIX MONTHS
ENDED JUNE 30, 1995 COMPARED WITH
THE SIX MONTHS ENDED JUNE 30, 1994)
Net sales in 1995 were $299,440 compared to $298,780 in 1994. The higher sales
were attributable to higher selling prices and volumes in the tobacco business
for cigars and moist snuff products. Sales in the corn processing business were
off slightly due to lower sweetener prices.
Operating profits were $33,066 in 1995 compared to $18,168 in 1994. The improved
results were attributable to higher selling prices and volumes in the tobacco
business for cigars and moist snuff products. Cost savings resulting from the
consolidation of its cigar and smokeless tobacco business during the second
quarter of 1994 also added to the increase in the Company's operating profit.
Operating profits declined slightly in the corn processing business due to lower
margins for corn sweeteners. Operating results in the tobacco business include
restructuring charges of $5,400 in 1994. The 1994 operating results also include
a charge of $4,000 for the establishment of a reserve for ongoing patent
infringement litigation.
Interest expense decreased to $3,952 in 1995 compared to $5,966 in 1994. The
primary reason for the decrease were higher levels of capitalized interest, most
of which is related to the Hammond plant expansion and modernization.
Net income in 1995 was $19,110 or $1.84 per share, compared to $6,783, or $.66
per share, in 1994.
Page 7
RESULTS OF OPERATIONS (THREE MONTHS
ENDED JUNE 30, 1995 COMPARED WITH
THE THREE MONTHS ENDED JUNE 30, 1994)
Net sales decreased 1.6% in 1995 to $158,365 compared to $160,941 in 1994. The
lower sales were attributable to lower sweetener prices in the corn processing
business partially offset by higher selling prices and volumes in the tobacco
business for cigars and moist snuff products.
Operating profits were $19,927 in 1995 compared to $13,810 in 1994. The improved
results were attributable to higher selling prices and volumes in the tobacco
business for cigars and moist snuff products. Cost savings resulting from the
consolidation of the cigar and smokeless tobacco business during the second
quarter of 1994 also added to the increase in the Company's operating profit.
Operating profits declined slightly in the corn processing business due to lower
margins for corn sweeteners. The 1994 operating results include a charge of
$4,000 for the establishment of a reserve for ongoing patent infringement
litigation.
Interest expense decreased to $2,027 in 1995 compared to $3,035 in 1994. The
primary reason for the decrease were higher levels of capitalized interest, most
of which is related to the Hammond plant expansion and modernization.
Net income in 1995 was $11,853, or $1.13 per share, compared to $6,100, or $.60
per share, in 1994.
Page 8
PART II
Item 1. Legal Proceedings
Grain Processing Corporation v. American Maize-Products
Company
A trial on the issue of damages was held July 10-12, 1995. On
July 31, 1995, the court entered a judgment awarding GPC damages in the amount
of $2,417,055, plus court costs. The Company previously established a reserve of
$4,000,000 for this litigation.
Seven Up Bottling Company of Jasper, Inc.
v. Archer Daniels Midland Co., et al.
Golden Eagle, Inc. v. Archer Daniels Midland Co.,
et al.
In July, 1995 Seven Up Bottling Company of Jasper, Inc. and
Golden Eagle, Inc. filed separate lawsuits in federal district court in Alabama
on behalf of themselves and an alleged class of all persons or entities who
directly purchased high fructose corn syrup from the Company and from other
named defendants who, like the Company, are manufacturers of high fructose corn
syrup. The plaintiffs allege that defendants conspired to fix, stabilize and
maintain at artificially high levels the prices of corn sweeteners in violation
of the Clayton Act and the Sherman Antitrust Act. Plaintiffs seek injunctive
relief, treble damages and attorneys' fees. The Company believes that it has no
liability and is vigorously defending the lawsuits.
Smokeless Tobacco Class Action Litigation
On July 24, 1995 a purported class-action lawsuit was filed in
federal district court in Kansas on behalf of an alleged class of smokeless
tobacco users in Kansas against the Company, four other manufacturers of
smokeless tobacco products and various other defendants. The complaint alleges
fraud and misrepresentation in the marketing and sale of moist snuff and chewing
tobacco, in particular, failure to inform purchasers of the alleged addictive
properties of nicotine. Plaintiffs seek damages in the amount of profits made on
the sale of smokeless tobacco products and the establishment of a fund to pay
plaintiffs' medical expenses allegedly caused by use of the products. The
Company believes that it has no liability and is vigorously defending the
lawsuit.
Page 9
Steiner, Steiner, Sarnoff, Katz and Saltzman v. William
Ziegler, III.
The complaint in the above case in Maine has been voluntarily
dismissed by plaintiffs, without prejudice, on May 23, 1995.
Steiner v. American Maize-Products Co., et al.; Katz v.
American Maize-Products Co., et al.; Saltzman v. American
Maize-Products Co., et al.
In July 1995, the plaintiffs in these three purported class
action lawsuits in Connecticut voluntarily withdrew their complaints against the
Company and all of its directors other than William Ziegler, III, and filed
amended complaints against Mr. Ziegler in connection with the merger
contemplated by the merger agreement executed on July 25, 1995 among the Company
and Eridania Beghin-Say, S.A. ("EBS") and the sale to Mr. Ziegler and to certain
Ziegler trusts, immediately following the merger, of 88% of the common stock of
Swisher International, Inc., the Company's tobacco business, contemplated by the
stock purchase agreement executed on July 26, 1995 among EBS, Mr. Ziegler and
the Ziegler trusts. The complaints allege that Mr. Ziegler has engaged in unfair
dealing with the Company's shareholders, and has breached his fiduciary duty, by
depriving the Company's shareholders of their fair portion of the value of their
shares and by placing his personal interests ahead of the interests of the
Company's shareholders, in connection with the proposed transactions. The
plaintiffs are seeking declaratory and injunctive relief against the proposed
transactions, an accounting of profits and unspecified damages.
Except as described above, no reportable events have occurred
which would require modification of the discussion under Legal Proceedings set
forth in the Company's Form 10-K Annual Report for the fiscal year ended
December 31, 1994, and in its Form 10-Q Quarterly Report for the period ended
March 31, 1995.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The 1995 Annual Meeting of Shareholders was held on June
28, 1995.
(b) Not applicable.
(c) The following are the results of action taken at the 1995
Annual Meeting of Shareholders:
Page 10
(i) The Company's nominees for the Board of Directors and
Clerk were elected with the following vote:
Votes Cast
Class A Directors For Withheld
(Class A Common Stock)
Paul F. Engler 7,797,233 89,777
Robert S. Pirie 7,796,468 90,542
William L. Rudkin 7,797,233 89,777
William J. vanden Heuvel 7,797,190 89,820
Class B Directors For Withheld
(Class B Common Stock)
Charles B. Cook, Jr. 1,453,314 19,849
James E. Harwood 1,453,424 19,739
John R. Kennedy 1,453,324 19,839
C. Alan MacDonald 1,453,324 19,839
Patric J. McLaughlin 1,453,295 19,868
H. Barclay Morley 1,453,324 19,839
William C. Steinkraus 1,452,620 20,543
William Ziegler, III 1,452,497 20,666
Clerk: For Withheld
(Class B Common Stock)
Peter B. Webster 1,473,163 0
(ii) The re-appointment of Coopers & Lybrand L.L.P. as
independent auditors of the Company for 1995 was approved with the following
vote:
Votes Cast
For Against Withheld
Class B Common Stock 1,463,257 8,503 1,403
Page 11
(iii) The proposal by a shareholder regarding directors'
retirement benefits was not approved with the following vote:
Votes Cast
For Against Abstain No Vote
Class A and B Common Stock 129,641 267,176 831,093 245,253
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits (exhibit reference numbers refer to Item 601 of Regulation
S-K)
11 (a) Calculation of Primary Earnings Per Share
11 (a) Calculation of Fully-Diluted Earnings Per Share
(b) No reports on Form 8K were filed during the quarter for which this
report is filed.
Page 12
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.
AMERICAN MAIZE-PRODUCTS COMPANY
DATE: August 11, 1995 By /s/ Patric J. McLaughlin
----------------- --------------------------
Patric J. McLaughlin
Chairman of the Board,
President and Chief
Executive Officer
DATE: August 11, 1995 By /s/ Edward P. Norris
----------------- ----------------------
Edward P. Norris
Vice President and
Chief Financial Officer
Page 13