-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O4GAvq21oHHplmT04J7X5BtVcFmimbbYtsQQK02jEd9GVqY4O0+GnMfYbdHKAXZj axePnfuWV1ebfq65+Us43Q== 0000821026-94-000008.txt : 19941116 0000821026-94-000008.hdr.sgml : 19941116 ACCESSION NUMBER: 0000821026-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDERSONS MANAGEMENT CORP CENTRAL INDEX KEY: 0000821026 STANDARD INDUSTRIAL CLASSIFICATION: 8700 IRS NUMBER: 34156374 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-16936-01 FILM NUMBER: 94560041 BUSINESS ADDRESS: STREET 1: 1200 DUSSEL DRIVE CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198935050 10-Q 1 UNITED STATES 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 September 30, 1994 [ ] 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 33-16936 THE ANDERSONS MANAGEMENT CORP. (Exact name of registrant as specified in its charter) OHIO 34-1562374 (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 As of October 31, 1994, there were 4612 non-voting Class A Common Shares no par value and 5008 voting Class B Common Shares no par value of the Registrant, issued and outstanding. Ownership of Class A Shares is restricted to limited partners of The Andersons, a limited partnership of which the Registrant is the sole general partner. Ownership of Class B Shares is restricted to holders of Class A Shares. Because of its form of organization, that includes transfer restrictions, there is no market for any partnership interests in The Andersons. In these circumstances, there is no market for the Class A or Class B Shares. THE ANDERSONS MANAGEMENT CORP. INDEX Page No. PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Condensed Balance Sheets - September 30, 1994 and December 31, 1993. . . . . . . . . . . 3 Condensed Statements of Income - Three months ended September 30, 1994 and 1993. . . . . . . . 4 Condensed Statements of Income - Nine months ended September 30, 1994 and 1993 . . . . . . . . 5 Condensed Statements of Cash Flows - Nine months ended September 30, 1994 and 1993 . . . . . . . . 6 Notes to Condensed Financial Statements . . . . . . . . . . . . 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 9 Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE ANDERSONS MANAGEMENT CORP. CONDENSED BALANCE SHEETS (UNAUDITED) September 30 December 31 1994 1993 CURRENT ASSETS Cash and cash equivalents $ 540,381 $ 795,379 Short-term investments, at cost 755,313 505,313 Receivable from The Andersons - Note B 6,025,387 4,173,287 Prepaid expenses and other accounts receivable 112,128 2,726,694 TOTAL CURRENT ASSETS 7,433,209 8,200,673 OTHER ASSETS Receivable from The Andersons - Note B 2,698,129 2,413,041 Investment in The Andersons - Note B 901,319 761,839 Deposits and other assets 124,867 56,650 3,724,315 3,231,530 $11,157,524 $11,432,203 CURRENT LIABILITIES Accounts payable $ 1,029,531 $ 1,149,232 Accrued expenses 5,697,493 6,263,206 TOTAL CURRENT LIABILITIES 6,727,024 7,412,438 ACCRUED POSTRETIREMENT BENEFITS 2,698,129 2,413,041 SHAREHOLDERS' EQUITY Common Shares, without par value: Class A non-voting: Authorized - 25,000 shares Issued - 4,855 shares at stated value 1,456,405 1,456,405 Class B voting: Authorized - 25,000 shares Issued - 5,008 and 4,681 shares, respectively, at stated value 5,008 4,681 Retained earnings 343,790 219,090 1,805,203 1,680,176 Less common shares in treasury at cost - (243 and 242 Class A shares and 0 and 147 Class B shares at September 30, 1994 and December 31, 1993, respectively) (72,832) (73,452) 1,732,371 1,606,724 $11,157,524 $11,432,203 NOTE: The balance sheet at December 31, 1993 has been derived from the audited financial statements at that date. See notes to condensed financial statements. THE ANDERSONS MANAGEMENT CORP. CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended September 30 1994 1993 REVENUES: Management fees - Note B $17,032,669 $14,948,740 Equity in net loss of The Andersons (32,086) (8,791) Interest earned and other income 35,779 27,516 17,036,362 14,967,465 COSTS AND EXPENSES: Salaries, wages and benefits 16,904,541 14,809,092 Rent expense 189,899 182,802 General expenses 82,343 28,140 17,176,783 15,020,034 LOSS BEFORE INCOME TAXES 140,421 52,569 Federal income taxes (credit) (53,100) (7,900) NET LOSS $ 87,321 $ 44,669 Net loss per Class A Common Share $ 18.93 $ 9.65 Weighted average number of Class A Shares outstanding 4,612 4,627 See notes to condensed financial statements. THE ANDERSONS MANAGEMENT CORP. CONDENSED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended September 30 1994 1993 REVENUES: Management fees - Note B $50,673,699 $44,778,698 Equity in net income of The Andersons 139,480 64,394 Interest earned and other income 126,749 80,761 50,939,928 44,923,853 COSTS AND EXPENSES: Salaries, wages and benefits 50,042,626 44,286,073 Rent expense 564,966 548,406 General expenses 152,635 113,818 50,760,227 44,948,297 INCOME (LOSS) BEFORE INCOME TAXES 179,701 (24,444) Federal income taxes (credit) 55,000 (3,700) NET INCOME (LOSS) $ 124,701 $ (20,744) Net income (loss) per Class A Common Share $ 27.04 $ (4.48) Weighted average number of Class A Shares outstanding 4,612 4,628 See notes to condensed financial statements. THE ANDERSONS MANAGEMENT CORP. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30 1994 1993 OPERATING ACTIVITIES Net income (loss) $ 124,701 $ (20,744) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Amortization 2,433 264 Equity in earnings of The Andersons in excess of cash received - Note B (139,480) (64,394) Changes in operating assets and liabilities: Receivable from The Andersons (2,137,188) (1,987,141) Prepaid expenses and other assets 2,543,916 2,296,003 Accounts payable and accrued expenses (400,326) (177,740) NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (5,944) 46,248 NET CASH USED IN INVESTING ACTIVITIES -- Purchase of short-term investments (250,000) - FINANCING ACTIVITIES Purchase of Common Shares for Treasury (18,387) (18,392) Sale of Common Shares 19,333 10,918 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 946 (7,474) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (254,998) 38,774 Cash and cash equivalents at beginning of year 795,379 223,567 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 540,381 $ 262,341 See notes to condensed financial statements. THE ANDERSONS MANAGEMENT CORP. NOTES TO CONDENSED 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the Corporation's annual report on Form 10-K for the year ended December 31, 1993. Note B - The Corporation is the sole general partner of The Andersons, a limited partnership (the Partnership). As sole general partner, the Corporation provides all management and labor services required by the Partnership in its operations. In exchange for providing management services the Corporation charges the Partnership a management fee equal to: a) the salaries and cost of all employee benefits and other normal employee costs, paid or accrued on behalf of the Corporation's employees who are engaged in furnishing services to the Partnership, b) reimbursable expenses incurred by the Corporation in connection with its services to the Partnership, or on the Partnership's behalf, and c) an amount based on an achieved level of return on partners' invested capital of the Partnership to cover the Corporation's general overhead and to provide an element of profit to the Corporation. The Corporation leases an office building which is primarily occupied by the Partnership. Management fees include rental income of $160,142 and $146,791 from the Partnership for the three-month periods ended September 30, 1994 and 1993, respectively, and $473,407 and $440,373 for the nine-month periods ended September 30, 1994 and 1993, respectively. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources: The Corporation had cash and cash equivalents and short-term investments of approximately $1.3 million at September 30, 1994 and December 31, 1993. The largest component of the Corporation's working capital was a receivable from The Andersons (the "Partnership"). This receivable represents the costs incurred by the Corporation in providing management and labor services to the Partnership but not yet paid by the Corporation and therefore not yet collected from the Partnership. The Corporation has no short- term or long-term debt. In 1994 the Corporation received $19,333 from an offering of its Class A and Class B Common Shares and redeemed shares totaling $18,387. The Corporation is not currently offering shares. Management believes, given the relationship between the Corporation and the Partnership whereby the Corporation is reimbursed by the Partnership for its cost in providing management and labor services to the Partnership, and given the Corporation's cash and cash equivalents and short-term investment of $1.3 million, that the Corporation's liquidity is adequate to meet both short-term and long-term needs. Results of Operations: Three months ended September 30, 1994 and 1993: In the third quarter of 1994 the Corporation incurred a loss of $87,321 or $18.93 per Class A Common Share, compared to a loss of $44,669, or $9.65 per share in 1993. Equity in the net loss of The Andersons and the portion of the management fee based on the Partnership's return on equity resulted in a decrease in income to the Corporation of $48,165. Net rental income increased by $14,872 due to increased occupancy. General expenses increased by $54,203. In the third quarter of 1994, $51,000 was paid for board member retainer fees and committee chairperson fees. In the previous year these fees were paid in the second quarter. The federal income tax credit was $45,200 higher in the third quarter of 1994 compared to the credit in the third quarter of last year, due to the increase in the Corporation's loss. Nine Months ended September 30, 1994 and 1993: Net income in the first nine months of 1994 was $124,701 or $27.04 per Class A Common Share, compared to a net loss of $20,744, or $4.48 per share in 1993. Equity in net income of The Andersons and the portion of the management fee based on the Partnership's return on equity increased by $180,501 due to the improved performance of the Partnership. Net rental income increased by $59,578 due to increased occupancy. General expenses were up $38,817. Approximately $16,000 was as a result of an increase in fees paid to outside board members and $6,000 was an increase in state and local income taxes due to the increase in income. The remaining expense increase is a result of increases in general corporate operating expenses. Income tax expense increased by $58,700 due to the increase in income. PART II. OTHER INFORMATION 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 September 30, 1994. 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 MANAGEMENT CORP. (Registrant) Date: November 14, 1994 By /s/ Richard P. Anderson Richard P. Anderson President and Chief Executive Officer Date: November 14, 1994 By /s/ Richard R. George Richard R. George Corporate Controller (Principal Accounting Officer) EX-27 2
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