-----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, JmyMX+wmzcSpe/uNx8g4Rm7LgCNPtFIzpDNrL8LApWBLmnkX5SpXyTV7fUlwX9bk iueIprvw+nCOmSHDQ0iWQw== 0000813621-97-000009.txt : 19971028 0000813621-97-000009.hdr.sgml : 19971028 ACCESSION NUMBER: 0000813621-97-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971021 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: 1400 IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15661 FILM NUMBER: 97698434 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR SUITE 500 STREET 2: ONE NORTH ARLINGTON CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 7083924600 MAIL ADDRESS: STREET 1: ONE N ARLINGTON 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 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 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 October 17, 1997 (Common stock, $.01 par value) 18,964,446 AMCOL INTERNATIONAL CORPORATION INDEX Part I - Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheet - September 30, 1997 and December 31, 1996 1 Condensed Consolidated Statement of Operations - nine months and three months ended September 30, 1997 and 1996 2 Condensed Consolidated Statement of Cash Flows - nine months ended September 30, 1997 and 1996 3 Notes to Condensed Consolidated Financial Statements 4 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Part II - Other Information Item 6 Exhibits and Reports on Form 8-K 13
Part I, Item I - FINANCIAL INFORMATION AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands) ASSETS
September 30, December 31, 1997 1996 --------------------- ------------------- Current assets: * Cash and cash equivalents $ 6,665 $ 3,054 Accounts receivable, net 89,655 81,519 Inventories 48,339 56,314 Prepaid expenses 5,240 4,502 Current deferred tax asset 3,145 3,086 Total current assets 153,044 148,475 Property, plant, equipment and mineral reserves 312,654 299,366 Less accumulated depreciation 135,861 118,490 176,793 180,876 Intangible assets, net 14,313 15,217 Other long-term assets, net 6,448 6,140 $ 350,598 $ 350,708 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of debt $ 17,253 $ 8,969 Accounts payable 21,698 24,389 Accrued liabilities 28,451 18,512 Total current liabilities 67,402 51,870 Long-term debt 100,167 118,855 Deferred credits and other liabilities 12,629 12,579 Stockholders' equity: Common stock 213 213 Additional paid-in capital 75,687 75,576 Foreign currency translation adjustment (1,889) 2,868 Retained earnings 106,642 96,579 Treasury stock (10,253) (7,832) 170,400 167,404 $ 350,598 $ 350,708
*Condensed from audited financial statements. The accompanying notes are an integral part of these condensed financial statements. -1- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In thousands, except number of shares and per share data)
Nine Months Ended Three Months Ended September 30, September 30, ---------------------------------- ---------------------------------- 1997 1996 1997 1996 -------------- ---------------- --------------- --------------- Net sales $ 347,538 $ 291,843 $ 126,130 $ 109,546 Cost of sales 273,683 231,431 97,789 85,048 Gross profit 73,855 60,412 28,341 24,498 General, selling and administrative expenses 43,830 38,672 15,086 13,190 Operating profit 30,025 21,740 13,255 11,308 Other income (expense): Interest expense, net (6,580) (6,309) (2,220) (2,195) Other income, net (548) 197 32 66 (7,128) (6,112) (2,188) (2,129) Income from operations 22,897 15,628 11,067 9,179 Income taxes 8,472 5,626 4,097 3,304 Income before minority interest 14,425 10,002 6,970 5,875 Net income of minority interest - (13) - - Net income $ 14,425 $ 9,989 $ 6,970 $ 5,875 Weighted average common and common equivalent shares 19,400,564 19,532,059 19,338,020 19,553,060 Earnings per share $ .74 $ .51 $ .36 $ .30 Dividends declared per share $ .23 $ .21 $ .08 $ .07
The accompanying notes are an integral part of these condensed financial statements. -2- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In thousands)
Nine Months Ended September 30, ---------------------------------------------- 1997 1996 -------------------- -------------------- Cash flow from operating activities: Net income $ 14,425 $ 9,989 Adjustments to reconcile net income to net cash Provided by operating activities: Depreciation, depletion, and amortization 23,234 20,180 Other (82) (219) Increase in current assets (780) (22,394) Increase in current liabilities 7,248 14,373 Net cash provided by operations 44,045 21,929 Cash flow from investing activities: Acquisition of land, mineral reserves, depreciable and intangible assets (21,810) (29,286) Sale of product line and mineral reserves 6,155 Other (1,548) 89 Net cash used in investing activities (23,358) (23,042) Cash flow from financing activities: Net change in outstanding debt (10,404) 8,425 Dividends paid (4,362) (4,016) Other (2,310) (884) Net cash provided (used) by financing activities (17,076) 3,525 Net increase in cash and cash equivalents 3,611 2,412 Cash and cash equivalents at beginning of period 3,054 1,888 Cash and cash equivalents at end of period $ 6,665 $ 4,300 Supplemental Disclosure of Cash Flows Information Actual cash paid for: Interest $ 5,450 $ 5,313 Income taxes $ 5,641 $ 2,316
The accompanying notes are an integral part of these condensed financial statements. -3- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands) Note 1: BASIS OF PRESENTATION The financial information included herein, other than the condensed consolidated balance sheet as of December 31, 1996, has been prepared by management without audit by independent certified public accountants who do not express an opinion thereon. The condensed consolidated balance sheet as of December 31, 1996, has been derived from and does not include all the disclosures contained in the audited consolidated financial statements for the year ended December 31, 1996. The information furnished herein includes all adjustments which are, in the opinion of management, necessary for a fair statement of the results of the interim period, and all such adjustments are of a normal recurring nature. Management recommends the accompanying consolidated financial information be read in conjunction with the consolidated financial statements and related notes included in the Company's 1996 Form 10-K which accompanies the 1996 Corporate Report. The results of operations for the nine-month period ended September 30, 1997, are not necessarily indicative of the results to be expected for the full year. Note 2: INVENTORIES Inventories at September 30, 1997, have been valued using the same methods as at December 31, 1996. The composition of inventories at September 30, 1997, and December 31, 1996, was as follows:
September 30, 1997 December 31, 1996 ----------------------- ----------------------- Crude stockpile and in-process inventories $ 34,859 $ 36,493 Other raw material, container and supplies inventories 13,480 19,821 $ 48,339 $ 56,314
Note 3: EARNINGS PER SHARE Earnings per share are computed by dividing net income by the weighted average number of common shares outstanding and the dilutive effect of stock options outstanding at the end of each period. Note 4: DERIVATIVES From time to time, the Company uses financial derivatives, principally swaps, forward contracts and options in its management of foreign currency and interest rate exposures. These contracts hedge transactions and balances for periods consistent with the company's committed exposures. As of September 30, 1997, the only derivatives outstanding were related to foreign currency hedging and a $15 million interest rate swap. -4- Item II - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Company's financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. Nine Months Ended September 30, 1997 vs. 1996 Net sales increased by $55.7 million, or 19.1%. Gross profit increased by $13.4 million, or 22.3%, as lower gross profit from the environmental segment was offset by improvements in other segments. Operating profit increased by $8.3 million, or 38.1%. Net interest expense increased by $.3 million, or 4.3%. Other income for 1997 included $.4 million related to foreign exchange losses. Earnings were $.74 per share for the 1997 period, compared with $.51 per share for the prior-year period on slightly fewer weighted average shares outstanding. A brief discussion by business segment follows:
Nine Months Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Minerals (Dollars in Thousands) $ Change % Change Net sales $ 117,647 100.0% $107,164 100.0% $ 10,483 9.8% Cost of sales 97,930 83.2% 89,673 83.7% Gross profit 19,717 16.8% 17,491 16.3% 2,226 12.7% General, selling and administrative expenses 11,721 10.0% 11,432 10.6% 289 2.5% Operating profit 7,996 6.8% 6,059 5.7% 1,937 32.0%
Sales increased by $10.5 million, or 9.8%, from the prior-year period. Higher sales of cat litter and metalcasting products offset declines in sales of refining chemicals (a business that was sold in the second quarter of 1996) and shipments to the iron ore pelletizing market. Reduced sales to the iron ore pelletizing market are expected to continue, although the remaining shipments will reflect higher unit selling prices. Gross profit margins improved by 50 basis points. General, selling and administrative expenses for 1997 included $.6 million associated with international ventures. These international ventures are expected to provide access to cost-effective, local clay sources as alternatives to products shipped from the United States, and local processing of minerals to meet local market demand. These ventures are anticipated to contribute to profits in 1998. -5- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Nine Months Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Absorbent Polymers (Dollars in Thousands) $ Change % Change Net sales $ 141,668 100.0% $ 104,892 100.0% $ 36,776 35.1% Cost of sales 111,997 79.1% 84,835 80.9% Gross profit 29,671 20.9% 20,057 19.1% 9,614 47.9% General, selling and administrative expenses 8,952 6.3% 7,579 7.2% 1,373 18.1% Operating profit 20,719 14.6% 12,478 11.9% 8,241 66.0%
Revenues increased by $36.8 million, or 35.1%, over the prior year as sales volume increased 47.6%. Gross profit margins increased by 180 basis points from the prior year, as a result of improved plant utilization. The current worldwide superabsorbent polymer capacity for the Company is 130,000 metric tons. -6- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Nine Months Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Environmental (Dollars in Thousands) $ Change % Change Net sales $ 66,524 100.0% $ 62,253 100.0% $4,271 6.9% Cost of sales 44,782 67.3% 41,642 66.9% Gross profit 21,742 32.7% 20,611 33.1% 1,131 5.5% General, selling and administrative expenses 13,492 20.3% 11,465 18.4% 2,027 17.7% Operating profit 8,250 12.4% 9,146 14.7% (896) (9.8%)
Sales increased by $4.3 million, or 6.9%, over the prior year. The sales increase was not in line with projections. International sales have suffered as a result of strong currencies (the U.S. dollar and the British pound) and price competition in the geosynthetic clay liner market. Gross profit margins declined by 40 basis points, primarily as a result of lower selling prices on geosynthetic clay liner products. General, selling and administrative expenses increased by $2.0 million, or 17.7%, reflecting the costs of increased sales staff and higher costs associated with the European environmental unit. Given the seasonal nature of the environmental segment, it is unlikely that the operating profit shortfall experienced thus far in 1997 will be reversed in the fourth quarter.
Nine Months Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Transportation (Dollars in Thousands) $ Change % Change Net sales $ 21,699 100.0% $ 17,534 100.0% $ 4,165 23.8% Cost of sales 18,974 87.4% 15,281 87.2% Gross profit 2,725 12.6% 2,253 12.8% 472 20.9% General, selling and administrative expenses 1,515 7.0% 1,368 7.8% 147 10.7% Operating profit 1,210 5.6% 885 5.0% 325 36.7%
Revenues increased 23.8%. The gross profit margin erosion of 20 basis points reflected a tight trucking market for the brokerage unit. -7- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Nine Months Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 8,150 $ 6,828 $ 1,322 19.4% Operating loss (8,150) (6,828) (1,322) 19.4%
Corporate costs include management information systems, human resources, investor relations and corporate communications, corporate finance and corporate governance costs. The start-up of the nanocomposite business is also included in the corporate costs. The $1.3 million increase in costs is primarily attributable to the development and launch of the Company's nanocomposite technology. -8- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Three Months Ended September 30, 1997 vs. 1996 Net sales increased by $16.6 million, or 15.1%, while gross profit increased by $3.8 million, or 15.7%. Operating profit was $1.9 million, or 17.2%, higher. Net interest expense was comparable to the prior year quarter. Earnings were $.36 per share for the 1997 quarter compared with $.30 per share for the prior-year quarter on 1.1% fewer weighted average shares outstanding. A brief discussion by business segment follows:
Quarter Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Minerals (Dollars in Thousands) $ Change % Change Net sales $ 39,826 100.0% $ 37,260 100.0% $ 2,566 6.9% Cost of sales 32,614 81.9% 30,254 81.2% Gross profit 7,212 18.1% 7,006 18.8% 206 2.9% General, selling and administrative expenses 3,925 9.9% 3,684 9.9% 241 6.5% Operating profit 3,287 8.2% 3,322 8.9% (35) (1.1)%
Sales increased by $2.6 million, or 6.9%, over the prior-year period, primarily as a result of continued growth in the metalcasting and cat litter markets. Gross profit margins decreased by 70 basis points. Lower margins from the United Kingdom minerals operation, as a result of the shift of certain of its products to the environmental segment, were the principal contributor to the decrease.. Growth is anticipated in the European market, and margins should improve as a result of higher utilization of the plant during 1998. General, selling and administrative expenses resulted from increased overseas activities, primarily in Asia. -9- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Quarter Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Absorbent Polymers (Dollars in Thousands) $ Change % Change Net sales $ 51,466 100.0% $ 38,744 100.0% $ 12,722 32.8% Cost of sales 40,218 78.1% 31,121 80.3% Gross profit 11,248 21.9% 7,623 19.7% 3,625 47.6% General, selling and administrative expenses 3,332 6.5% 2,683 6.9% 649 24.2% Operating profit 7,916 15.4% 4,940 12.8% 2,976 60.2%
Revenues increased by $12.7 million, or 32.8%, over the prior-year quarter, as sales volume increased 43.4%. Gross profit margins increased by 220 basis points, primarily as a result of greater plant utilization.
Quarter Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Environmental (Dollars in Thousands) $ Change % Change Net sales $ 27,181 100.0% $ 26,923 100.0% $ 258 1.0% Cost of sales 18,244 67.1% 17,860 66.3% Gross profit 8,937 32.9% 9,063 33.7% (126) (1.4)% General, selling and administrative expenses 4,618 17.0% 3,985 14.8% 633 15.9% Operating profit 4,319 15.9% 5,078 18.9% (759) (14.9)%
Sales increased by 1.0%, over the prior year while gross profit margins decreased by 80 basis points. Sales of geosynthetic clay liner products have been adversely impacted on a global basis as a result of strong currencies and aggressive price competition. Personnel were put in place to handle higher sales levels than have been realized thus far in 1997. General, selling and administrative expenses increased by $.6 million, or 15.9%, reflecting the addition of personnel and costs associated with higher marketing costs and increased infrastructure costs related to the European unit. -10- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Quarter Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Transportation (Dollars in Thousands) $ Change % Change Net sales $ 7,657 100.0% $ 6,619 100.0% $ 1,038 15.7% Cost of sales 6,713 87.7% 5,813 87.8% Gross profit 944 12.3% 806 12.2% 138 17.1% General, selling and administrative expenses 500 6.5% 455 6.9% 45 9.9% Operating profit 444 5.8% 351 5.3% 93 26.5%
Revenues increased 15.7% and operating profits improved by 26.5%.
Quarter Ended September 30, ------------------------------------------------------------------------------------- 1997 1996 1997 vs. 1996 ------------------------- ---------------------- --------------------------- Corporate (Dollars in Thousands) $ Change % Change General, selling and administrative expenses $ 2,711 $ 2,383 $ 328 13.8% Operating loss (2,711) (2,383) (328) 13.8%
Increased costs associated with the development and launch of the nanocomposite business accounted for the increase in corporate expenses. -11- AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources At September 30, 1997, the Company had outstanding debt of $117.4 million (including both long- and short-term debt) and cash of $6.7 million compared with $127.8 million in debt and $3.1 million in cash at December 31, 1996. The long-term debt to total capitalization at September 30, 1997, was 37.0% compared with 41.5% at December 31, 1996. The Company had a current ratio of 2.27-to-1 at September 30, 1997, with approximately $85.6 million in working capital, compared with 2.86-to-1 and $96.6 million, respectively, at December 31, 1996. The lower current ratio reflected the reclassification of $9.5 million of debt which matures during the next twelve months, and a significant reduction in inventory levels from the prior year-end. During the third quarter of 1997, the Company entered into a $15 million interest rate swap, swapping floating interest rates for fixed rates, in anticipation of the fixed rate debt maturities in 1997 and 1998. During 1997, the Company paid dividends of $4.4 million and acquired property, plant and equipment totaling $21.8 million. These expenditures, plus a $10.4 million reduction in debt, were funded from operations. Capital expenditures for 1997, excluding acquisitions, are currently anticipated to be approximately $32 million. The Company had $44.4 million in unused, committed credit lines at September 30, 1997. These credit facilities, in conjunction with funds generated from operations, are adequate to fund the capital expenditure program approved by the Board of Directors at this time. Forward Looking Statements This filing contains certain forward-looking statements regarding the Company's expected performance for future periods and actual results for such periods may materially differ. Such forward-looking statements are subject to uncertainties, which include, but are not limited to, actual growth in AMCOL's various markets, utilization of the Company's plants, customer concentration in the absorbent polymers segment, operating costs, raw material prices, weather, currency exchange rates, and delays in development, production and marketing of new products, and other factors detailed from time to time in the Company's annual report and other reports filed with the Securities and Exchange Commission. -12- PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (a) See Index to Exhibits immediately following the signature page. (b) No reports on Form 8-K have been filed during the quarter ended September 30, 1997. -13- 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: October 20, 1997 /s/ John Hughes John Hughes President and Chief Executive Officer Date: October 20, 1997 /s/ Paul G. Shelton Paul G. Shelton Senior Vice President and Chief Financial Officer -14- INDEX TO EXHIBITS Exhibit Number 3.1 Restated Certificate of Incorporation of the Company (5), as amended (10) 3.2 Bylaws of the Company (10) 4 Article Fourth of the Company's Restated Certificate of Incorporation (5) 10.1 AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as amended (3) 10.2 Executive Medical Reimbursement Plan (1) 10.3 Lease Agreement for office space dated September 29, 1986, between the Company and American National Bank and Trust Company of Chicago; (1) First Amendment dated June 2, 1994 (8); Second Amendment dated June 2, 1997 (13) 10.4 AMCOL International Corporation 1987 Non-Qualified Stock Option Plan (2); as amended (6) 10.5 Change in Control Agreement dated April 1, 1997, by and between Registrant and John Hughes (12) 10.6 Change in Control Agreement dated April 1, 1997, by and between Registrant and Paul G. Shelton (12) 10.7 Change in Control Agreement dated February 7, 1996, by and between Registrant and Lawrence E. Washow (10) 10.8 Change in Control Agreement dated February 7, 1996, by and between Registrant and Roger P. Palmer (10) 10.9 Change in Control Agreement dated April 1, 1997 by and between Registrant and Peter L. Maul (12) 10.10 AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6) 10.11 AMCOL International Corporation 1993 Stock Plan, as amended and restated (10) 10.12 Credit Agreement by and among AMCOL International Corporation and Harris Trust and Savings Bank, individually and as agent, NBD Bank, LaSalle National Bank and the Northern Trust Company dated October 4, 1994, (7); as amended, First Amendment to Credit Agreement dated September 25, 1995 (9), as amended, Second Amendment to Credit Agreement dated March 28, 1996, and Third Amendment to Credit Agreement dated September 12, 1996 (11) 10.13 Note Agreement dated October 1, 1994, between AMCOL International Corporation and Principal Mutual Life Insurance Company, (7); as amended, First Amendment of Note Agreement dated September 30, 1996 (11) 10.14 Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr. (11) 27 Financial Data Schedule (1) Exhibit is incorporated by reference to the Registrant's Form 10 filed with the Securities and Exchange Commission on July 27, 1987. (2) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1988. (3) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1993. (4) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1992. (5) Exhibit is incorporated by reference to the Registrant's Form S-3 filed with the Securities and Exchange Commission for the year ended September 15, 1993. (6) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1993. (7) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 1994. -15- (8) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1994. (9) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 1995. (10) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995. (11) Exhibit is incorporated by reference to the Registrant's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1996. (12) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 1997. (13) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 1997. -16- EX-27 2 FDS --
5 (Replace this text with the legend) 0000813621 AMCOL INTERNATIONAL CORPORATION 1,000 USD 3-MOS DEC-31-1997 JUL-1-1997 SEP-30-1997 1.00 6,665 0 92,040 2,385 48,339 153,044 312,654 135,861 350,598 67,402 0 0 0 213 0 350,598 347,538 347,538 273,683 317,513 548 0 6,580 22,897 8,472 14,425 0 0 0 14,425 .74 .74
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