-----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, r98GXPaBDZv2+3rAH4Yl/wzbvsioUFPSKPD82/iVvIZsCw5oj2uBZqhd5WQo0mMs y3OkYXHKCgXpU6GbDSlJ5g== 0000821026-95-000004.txt : 19950517 0000821026-95-000004.hdr.sgml : 19950516 ACCESSION NUMBER: 0000821026-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDERSONS MANAGEMENT CORP CENTRAL INDEX KEY: 0000821026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [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: 95537370 BUSINESS ADDRESS: STREET 1: 1200 DUSSEL DRIVE CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 4198935050 10-Q 1 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 March 31, 1995 [ ] 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 April 30, 1995, there were 4,608 non-voting Class A Common Shares, no par value and 5,720 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 transfer restrictions contained in the partnership agreement, there is no market for any partnership interests in The Andersons. Consequently, 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 - March 31, 1995 and December 31, 1994. . . . . . . . 3 Condensed Statements of Income - Three months ended March 31, 1995 and 1994. . . . . 4 Condensed Statements of Cash Flows - Three months ended March 31, 1995 and 1994. . . . . 5 Notes to Condensed Financial Statements . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . 7 PART II. OTHER INFORMATION Item 5. Other Information . . . . . . . . . . . . . . 8 Item 6. Exhibits and Reports on Form 8-K. . . . . . . 8 Signatures. . . . . . . . . . . . . . . . . . . . . . . 8 PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE ANDERSONS MANAGEMENT CORP. CONDENSED BALANCE SHEETS (UNAUDITED) March 31 December 31 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 570,053 $ 736,599 Short-term investments, at cost 490,532 490,532 Receivable from The Andersons - Note B 5,199,966 4,700,699 Prepaid expenses and other accounts receivable 1,527,926 2,703,173 TOTAL CURRENT ASSETS 7,788,477 8,631,003 OTHER ASSETS Receivable from The Andersons - Note B 3,274,554 3,059,742 Investment in The Andersons - Note B 998,462 969,376 Deposits and other assets 343,667 323,843 4,616,683 4,352,961 $12,405,160 $12,983,964 CURRENT LIABILITIES Accounts payable $ 3,244,857 $ 869,704 Accrued expenses 3,981,355 7,192,479 TOTAL CURRENT LIABILITIES 7,226,212 8,062,183 ACCRUED POSTRETIREMENT BENEFITS 3,274,554 3,059,742 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 - 5,720 and 5,014 shares, respectively, at stated value 5,720 5,014 Retained earnings 516,615 471,441 1,978,740 1,932,860 Less common shares in treasury at cost - (247 and 236 Class A shares at March 31, 1995 and December 31, 1994, respectively) (74,346) (70,821) 1,904,394 1,862,039 $12,405,160 $12,983,964 NOTE: The balance sheet at December 31, 1994 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 March 31 1995 1994 REVENUES: Management fees - Note B $18,413,139 $15,791,518 Equity in net income of The Andersons 29,086 28,938 Interest earned and other income 43,252 40,866 18,485,477 15,861,322 COSTS AND EXPENSES: Salaries, wages and benefits 18,185,202 15,634,231 Rent expense 191,881 185,168 General expenses 54,820 34,037 18,431,903 15,853,436 INCOME BEFORE INCOME TAXES 53,574 7,886 Federal income taxes 8,400 3,300 NET INCOME $ 45,174 $ 4,586 Net income per Class A Common Share $ 9.80 $ .99 Weighted average number of Class A Shares outstanding 4,608 4,612 See notes to condensed financial statements. THE ANDERSONS MANAGEMENT CORP. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31 1995 1994 OPERATING ACTIVITIES Net income $ 45,174 $ 4,586 Adjustments to reconcile net income to net cash used in operating activities: Amortization 1,106 Equity in earnings of The Andersons in excess of cash received - Note B (29,086) (28,938) Changes in operating assets and liabilities: Receivable from The Andersons (714,079) 571,305 Prepaid expenses and other assets 1,155,423 840,860 Accounts payable and accrued expenses (621,159) (1,411,302) NET CASH USED IN OPERATING ACTIVITIES (163,727) (22,383) FINANCING ACTIVITIES Purchase of investments - (250,000) Purchase of Common Shares for Treasury (17,025) (18,391) Sale of Common Shares 14,206 19,301 NET CASH USED IN FINANCING ACTIVITIES (2,819) (249,090) DECREASE IN CASH AND CASH EQUIVALENTS (166,546) (271,473) Cash and cash equivalents at beginning of year 736,599 795,379 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 570,053 $ 523,906 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, 1994. Note B - The Registrant is the sole general partner of The Andersons, an Ohio limited partnership (the "Partnership"). The Registrant provides all management and labor services required by the Partnership in its operations. In exchange for providing management services, the Registrant 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 Registrant's employees who are engaged in furnishing services to the Partnership, b) reimbursable expenses incurred by the Registrant 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 Registrant's general overhead and to provide an element of profit to the Registrant. The Registrant leases an office building which is primarily occupied by the Partnership. Management fees include rental income of $167,372 and $152,021 from the Partnership for the three-month periods ended March 31, 1995 and 1994 respectively. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The Andersons Management Corp. (the "Corporation") had cash and cash equivalents and short-term investments of approximately $1.1 million at March 31, 1995 and $1.2 million December 31, 1994. The largest component of the Corporation's working capital was a receivable from The Andersons, an Ohio limited partnership of which the Corporation is the sole general partner (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. Class A Common Shares redeemed for cash in the first three months of 1995 totaled $3,525, Class A shares gifted to other shareholders totaled $13,500 and new Class B shares issued totaled $706. Management believes, given the relationship between the Corporation and the Partnership whereby the Corporation is reimbursed by the Partnership for its costs in providing management and labor services to the Partnership and given the Corporation's cash and cash equivalents and short-term investment of $1.1 million, that the Corporation's liquidity is adequate to meet both short-term and long-term needs. Results of Operations Comparison of the Corporation's Three months ended March 31, 1995 and three months ended March 31, 1994: Net income in the first quarter of 1995 was $45,174 or $9.80 per Class A Common Share, compared to net income of $4,586 or $0.99 per share in 1994 due to an increase in expenses reimbursed by the Partnership. Equity in net income of the Partnership and the portion of the management fee based on the Partnership's return on equity remained constant. The increase in management fee revenue and salaries, wages and benefits expense reflects an increase of 131 salary and full-time positions. Net rental income increased by $1,535 due to increased occupancy. Income tax expense increased due to the increase in income. PART II. OTHER INFORMATION Item 5. Other Information On May 1, 1995, subsequent to the period covered by this Report, the Corporation filed a Registration Statement on Form S-4 (File No. 33-58963) with the Securities and Exchange Commission with respect to a proposed merger of the Partnership with and into the Corporation and certain other related matters. The primary purpose of the proposed merger and certain of the related matters is to permit a public offering of common shares of the Corporation at a date to be determined by the Corporation. The Corporation currently anticipates that, if the merger is approved by the shareholders of the Corporation and the limited partners of the Partnership, the public offering will occur in the fall of 1995. 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 March 31, 1995 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: May 12, 1995 By /s/Richard P. Anderson Richard P. Anderson President and Chief Executive Officer Date: May 12, 1995 By /s/Richard R. George Richard R. George Corporate Controller (Principal Accounting Officer) EX-27 2
5 3-MOS DEC-31-1995 MAR-31-1995 570,053 490,532 5,199,966 0 0 7,788,477 0 0 12,405,160 7,226,212 0 1,462,125 0 0 442,269 12,405,160 18,413,139 18,485,477 18,185,202 18,185,202 246,701 0 0 53,574 8,400 45,174 0 0 0 45,174 9.80 0
-----END PRIVACY-ENHANCED MESSAGE-----