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 March 31, 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
(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 March
31,1999
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 three months ended March
31,1999 are not necessarily indicative of the results of operations for the year
ending December 31, 1998.
AMERICAN MIDLAND CORP.
CONSOLIDATED BALANCE SHEET
(unaudited)
ASSETS March 31, December 31,
Current Assets 1999 1998
Cash ....................................... $ 6,000 $ 6,000
Total Current Assets ....................... $ 6,000 6,000
------------
Investments in and advances to ............. 3,684,000 3,684,000
unconsolidated subsidiary, at
equity (note 1)
Total Assets ............................... $ 3,690,000 $ 3,690,000
LIABILITIES
Current Liabilities
Accounts payable ........................... 120,000 120,000
Notes Payable .............................. 304,000 304,000
Loans Payable .............................. 40,000 40,000
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)
Three months ended March 31,
1998 1997
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)
Three months ended March 31,
1998 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 ......................... 7,000 7,000
------- -------
Cash at end of period ............................... $ 6,000 $ 6,000
The accompanying notes are an integral part of these financial statements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
March 31, 1999 vs 1998
American was inactive for the three months ended March 31, 1999 and 1998. The
losses in 1998 were primarily due to minor expenses incurred by the company
during that period. 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.
AMERICAN MIDLAND CORPORATION
NOTES TO CONSOLIDATED STATEMENTS
March 31, 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.
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 May 14, 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 March 31, 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 March 31, 1999.