-----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, QLM7EWHwxnBbTbzRZC5ZyNE1irZjIeyA/0j7WX0MM64aPnCFvhmsEFnfYVPuWq2E gvd+iVO2PyBFFfUdDVlGAg== 0000813621-00-000011.txt : 20000504 0000813621-00-000011.hdr.sgml : 20000504 ACCESSION NUMBER: 0000813621-00-000011 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-14447 FILM NUMBER: 618191 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR STREET 2: ONE N ARLINGTON CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR STREET 2: 1500 W SHURE DR SUITE 500 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 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 number 0-15661 AMCOL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)
Delaware 36-0724340 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803 (Address of principal executive offices) (Zip Code) (847) 394-8730 (Registrant's telephone number, including area code) 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 14, 2000 (Common stock, $.01 par value) 26,949,038 Item 5. Other Information AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following Unaudited Pro Forma Consolidated Financial Information gives effect to the consummation of AMCOL's sale of its SAP business to BASF and its proposed use of proceeds as more fully described in AMCOL's Proxy Statement dated May 1, 2000, as if consummated: on March 31, 2000, in the case of the Unaudited Pro Forma Balance Sheet; and on January 1, 2000 in the case of the Unaudited Pro Forma Statements of Operations for the three months ended March 31, 2000. The Unaudited Pro Forma Consolidated Financial Information is presented for illustrative purposes only and does not necessarily reflect what AMCOL's financial position or results of operations would have been if the sale transaction and the proposed use of proceeds had been consummated on the above referenced dates, and may not be indicative of AMCOL's future performance, nor does it give effect to any transactions other than the sale transaction and the proposed use of proceeds as described in the Notes to the Unaudited Pro Forma Consolidated Financial Information or AMCOL's results of operations since March 31, 2000. The Unaudited Pro Forma Balance Sheet at March 31, 2000 is based upon AMCOL's financial position at March 31, 2000. The Unaudited Pro Forma Statements of Operations for the three months years ended March 31, 2000 are based upon AMCOL's results of operations for this three month period. The Unaudited Pro Form Consolidated Financial Information is qualified in its entirety by, and should be read in conjunction with, AMCOL's unaudited consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Quarterly Report on Form 10-Q. AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION BALANCE SHEET As of March 31, 2000 (in thousands)
Reclassify SAP Business To Discontinued Pro Forma Historical Operations (E) Adjustment Pro Forma Current assets: Cash and cash equivalents $ 5,467 $ 844 $ 1,926 (K) $ 8,237 Accounts receivable: Trade, net 93,769 (47,682) - 46,087 Other 4,927 (2,347) - 2,580 Inventories 47,506 (14,886) - 32,620 Prepaid expenses 7,239 (243) (1,926) (K) 5,070 Current deferred tax asset 6,924 (541) - 6,383 Net current assets of discontinued operations - 41,660 (41,660) (H) - Total current assets 165,832 (23,195) (41,660) 100,977 Investment in and advances to joint ventures 10,064 - - 10,064 Property, plant, equipment and mineral rights and reserves: Land and mineral rights and reserves 12,884 (2,388) - 10,496 Depreciable assets 340,222 (154,323) - 185,899 353,106 (156,711) - 196,395 Less accumulated depreciation 184,225 (76,372) - 107,853 168,881 (80,339) - 88,542 Other assets: Goodwill and other intangible assets, net 522 - - 522 Long-term prepayments and other assets 2,091 (936) - 1,155 Deferred tax asset 321 - 3,356 (J) 3,677 Net non-current assets of discontinued operations - 79,638 (79,638) (H) - Total assets $ 347,711 $ (24,832) $(117,942) $204,937 Current liabilities: Current maturities of long-term obligations $ 22 $ - $ - $ 22 Accounts payable 16,857 (6,811) - 10,046 Accrued income taxes 6,791 (4,133) - 2,658 Accrued liabilities 32,417 (12,251) - 20,166 Total current liabilities 56,087 (23,195) - 32,892 Long-term debt 91,529 - (41,098) (C) 50,431 Deferred income tax liabilities - (3,356) 3,356 (J) - Other liabilities 9,549 (297) - 9,252 9,549 (3,653) 3,356 9,252 Stockholders' equity: Common stock 320 - - 320 Additional paid-in-capital 76,646 - - 76,646 Foreign currency translation adjustment (3,099) 2,016 - (1,083) Retained earnings 146,122 - 313,681 (B) 459,803 Distribution to stockholders - - (393,881) (A) (393,881) Treasury stock (29,443) - - (29,443) Total stockholders' equity 190,546 2,016 (80,200) 112,362 Total liabilities and stockholders' equity $ 347,711 $ (24,832) $(117,942) $204,937
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION STATEMENT OF OPERATIONS Three Months Ended March 31, 2000 (in thousands, except share and per share amounts)
Reclassify SAP Business to Discontinued Pro Forma Historical Operation Adjustment Pro Forma Net sales $ 119,020 $ (50,442) (E) $ - $ 68,578 Cost of sales 91,639 (39,967) (E) - 51,672 Gross profit 27,381 (10,475) - 16,906 General, selling and administrative expenses 17,132 (4,135) (E) - 12,997 Write down of impaired assets - - - - Operating profit (loss) 10,249 (6,340) - 3,909 Other income (expense): Interest expense, net (1,180) (280) (E) 875 (F) (585) Other, net (77) 26 (E) - (51) Total other income (expense) (1,257) (254) 875 (636) Income (loss) before income taxes and joint ventures 8,992 (6,594) 875 3,273 Income taxes 3,385 (2,482) (I) 329 (G) 1,232 Income (loss) before joint ventures 5,607 (4,112) 546 2,041 Equity interests in income of joint ventures 130 - - 130 Income (loss) from continuing operations $ 5,737 $ (4,112) $ 546 $ 2,171 Weighted average common shares 26,908,449 26,908,449 Weighted average common and common equivalent shares 27,429,410 27,429,410 Earnings per share: Basic $ 0.21 $ 0.08 Diluted $ 0.21 $ 0.08
Notes to Unaudited Pro Forma Consolidated Financial Information (A) For proforma purposes at March 31, 2000, the total distribution to stockholders is calculated below. The sales price is net of estimated transaction costs of $12,400,000. (L). (in thousands, except share and per share information) Sales price, net of estimated transaction costs $ 644,100 (C) Less intercompany indebtedness 41,098 Net cash proceeds 603,002 Income taxes 209,121 Distribution to stockholders $ 393,881 Common stock outstanding 26,949,038 Distribution per share $ 14.62 The distribution per share was calculated based on the factors set forth above, including the amount of intercompany indebtedness and the number of shares of common stock outstanding at March 31, 2000. The actual amount of any distribution will be determined after the closing of the sale transaction and will be based on the amount of indebtedness of the SAP Business to be repaid and the number of shares of common stock outstanding at the time of distribution. The number of shares of common stock outstanding will increase in the event an AMCOL director or employees exercise vested outstanding options prior to the record date of the distribution. The actual amount of any distribution will likely be different from the amount indicated above. (B) For pro forma purposes at March 31, 2000, gain on sale of the SAP Business and resulting effect on equity is calculated below. (in thousands, except share and per share information) Sales price, net of transaction costs $ 644,100 Net investment in SAP Business 121,298 Gain before income taxes 522,802 Income taxes 209,121 (D) Net gain on sale 313,681 Distribution to stockholders 393,881 Net decrease in equity $ (80,200) (C) The intercompany indebtedness as of the date of closing will reduce the cash received on the date of closing but will be paid by BASF the day following the closing date. This amount will be used to repay a portion of the AMCOL's long-term debt and could vary based on the indebtedness level at the closing date. As of March 31, 2000 the intercompany indebtedness was $41,098,000. Increases or decreases in this amount from the pro-forma amount to the actual amount will proportionately effect interest expense in future periods, as this amount will directly reduce long-term debt. For every $1,000,000 of additional debt as of the date of closing annual interest expense in future periods will decrease by $68,000. (D) Tax expense for federal and state purposes is calculated at the effective statutory rate at March 31, 2000 of 40%. (E) To reclassify the SAP business as a discontinued operation as a result of the proposed sale of the business. (F) To record reduction in interest expense arising from the repayment of indebtedness using the funds received from BASF to settle the intercompany liability, as discussed in Note C. The reduction in interest expense is the intercompany interest for the three months ended March 31, 2000. (G) To record income tax benefit attributable to adjustment (F) at the 2000 effective rate of 37.64%. (H) To remove the net assets of the SAP business. Notes to Unaudited Pro Forma Consolidated Financial Information (continued) (I) To reclassify the SAP business as a discontinued operation as a result of the proposed sale of the business. The difference in the income taxes of the SAP business in the unaudited statements of operations is due to the additional expenses related to intercompany royalties, intercompany interest, corporate allocations and the use of a different tax rate. The tax rate used in the pro-forma financial statements is a consolidated effective tax rate whereas the tax rate used in the unaudited financial statements of the SAP business is the effective tax rate for the SAP business. (J) To reclassify the net deferred tax asset. (K) To record the recovery of deferred transaction-related costs from the gross proceeds of the proposed sale. (L) AMCOL intends to use the proceeds from the sale to reduce its long-term debt. As a result of the prepayment, AMCOL will incur prepayment penalties of approximately $1,300,000, which will be expensed when incurred and have a tax effect of $520,000 (D). The prepayment penalty is not included in the transaction costs of $12,400,000 and is not considered in the proforma presentation. UNAUDITED FINANCIAL STATEMENTS OF THE SAP BUSINESS The following are the unaudited comparative financial statements for the SAP business. The unaudited financial statements have been derived from historical financial data of AMCOL and include a balance sheet of the SAP business as of March 31, 2000, and the related statements of operations and cash flows for the three month period ending March 31, 2000. This financial information does not necessarily reflect what the financial position and results of operations of the SAP business would have been if such business were operated as a separate, stand-alone entity for the periods presented, and may not be indicative of the future performance of the SAP business. The unaudited financial statements of the SAP business are qualified in their entirety by, and should be read in conjunction with, AMCOL's unaudited consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Quarterly Report on Form 10-Q. SAP BUSINESS BALANCE SHEET (Unaudited) (in thousands)
ASSETS March 31, 2000 Current assets: Cash and cash equivalents $ (844) Accounts receivable: Trade, less allowance for doubtful accounts of $1,836 47,682 Other 2,347 Inventories 14,886 Prepaid expenses 243 Current deferred tax asset 541 Total current assets 64,855 Investment in and advances to joint ventures - Property, plant, equipment and mineral rights and reserves: Land and mineral rights and reserves 2,388 Depreciable assets 154,323 156,711 Less accumulated depreciation 76,372 80,339 Long-term prepayments 936 Total assets $ 146,130 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of long-term obligations $ - Accounts payable 6,811 Accrued income taxes 4,133 Accrued liabilities 12,251 Due to AMCOL 41,098 Total current liabilities 64,293 Deferred income tax liabilities 3,356 Other liabilities 297 3,653 Stockholders' equity: Common stock 13,135 Additional paid-in-capital 2,235 Retained earnings 64,830 Cumulative translation adjustment (2,016) 78,184 Total liabilities and stockholders' equity $ 146,130
See accompanying notes to unaudited financial statements. SAP BUSINESS STATEMENT OF OPERATIONS (Unaudited) (in thousands)
Three Months Ended March 31, 2000 Net sales $ 50,442 Cost of sales 39,967 Gross profit 10,475 General, selling and administrative expenses 4,135 Write down of intangible and long-term assets - Operating profit 6,340 Other income (expense): Intercompany interest expense (875) Other interest income, net 280 Intercompany royalties (399) Other, net (26) (1,020) Income before allocations 5,320 Corporate allocations (635) Income before income taxes and minority interest 4,685 Income taxes 1,874 Net income $ 2,811 Retained earnings at the beginning of the period $ 62,019 Dividends paid - Retained earnings at the end of the period $ 64,830
See accompanying notes to unaudited financial statements. SAP BUSINESS STATEMENT OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 2000 Cash flows from operating activities: Net income $ 2,811 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,006 Loss on sale or transfer of depreciable assets - Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 4,731 Inventories (5,171) Prepaid expenses (238) Deferred income taxes - Accounts payable (3,069) Accrued income taxes (1,130) Accrued liabilitities 2,659 Other liabilities 551 Net cash used in operating activities 5,150 Cash flows from investing activities: Acquisition of depreciable assets (1,735) Investment in/advance to subsidiary - Foreign currency 7 Net cash used in investing activities (1,728) Cash flows from financing activities: Payment of cash dividends - Issuance of notes payable - Payment of notes payable (936) Net payments to AMCOL (3,191) Net cash provided by financing activities (4,127) Net increase in cash and cash equivalents (705) Cash and cash equivalents at the beginning of period (139) Cash and cash equivalents at the end of period $ (844)
See accompanying notes to unaudited financial statements. SAP BUSINESS NOTES TO UNAUDITED FINANCIAL STATEMENTS (In thousands) Note 1: BASIS OF PRESENTATION The financial information included herein has been prepared by management without audit. The information furnished herein includes all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position and operating results and all such adjustments are of a normal recurring nature. Note 2: INVENTORIES Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method. The composition of inventories at March 31, 2000, was as follows: March 31, 2000 Finished Product Inventory $ 10,914 Stores Inventory 3,972 $ 14,886 Note 3: CORPORATE ALLOCATIONS Corporate allocations include certain expenses of the corporate headquarters, including salaries and benefits of AMCOL's officers, as well as costs associated with AMCOL's corporate accounting, human resources and information technology functions, which were incurred for the benefit of all of AMCOL's operating units. Such costs have been allocated to the SAP business based on the relationships of the sales, fixed assets and headcount, as appropriate, of the SAP business to that of AMCOL as a whole. Management believes that the methods used to allocate these corporate expenses to the SAP business are reasonable. 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. AMCOL INTERNATIONAL CORPORATION Date: May 3, 2000 /s/ Lawrence E. Washow Lawrence E. Washow President and Chief Operating Officer Date: May 3, 2000 /s/ Paul G. Shelton Paul G. Shelton Senior Vice President and Chief Financial Officer and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----