-----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, TG0/UaOYAgFtWNMa1BsFmfsav+OEoNoUMy7+BfKD14oxzsb7bfpgrKw5cibsk1GN FU+0tlnNkTOqj8qBgB5bpA== 0000821026-95-000016.txt : 19951119 0000821026-95-000016.hdr.sgml : 19951119 ACCESSION NUMBER: 0000821026-95-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 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: 000-20557 FILM NUMBER: 95590492 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 September 30, 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 October 31, 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 - September 30, 1995 and December 31, 1994. . . . . . . . .3 Condensed Statements of Income - Three months ended September 30, 1995 and 1994. . . . . 4 Nine months ended September 30, 1995 and 1994 . . . . . 5 Condensed Statements of Cash Flows - Nine months ended September 30, 1995 and 1994 . . . . . 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 5. Other Information. . . . . . . . . . . . . . . . . 9 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 1995 1994 CURRENT ASSETS Cash and cash equivalents $ 305,605 $ 736,599 Short-term investments, at cost 560,144 490,532 Receivable from The Andersons - Note B 6,131,012 4,700,699 Prepaid expenses and other accounts receivable 24,546 2,703,173 TOTAL CURRENT ASSETS 7,021,307 8,631,003 OTHER ASSETS Receivable from The Andersons - Note B 3,820,032 3,059,742 Investment in The Andersons - Note B 986,244 969,376 Other assets 435,786 323,843 5,242,062 4,352,961 $12,263,369 $12,983,964 CURRENT LIABILITIES Accounts payable $ 2,229,799 $ 869,704 Accrued expenses 4,270,002 7,192,479 TOTAL CURRENT LIABILITIES 6,499,801 8,062,183 ACCRUED POSTRETIREMENT BENEFITS 3,820,032 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 526,222 471,441 1,988,347 1,932,860 Unrealized gain on available for sale securities 29,535 - Less common shares in treasury at cost - (247 and 236 Class A shares at September 30, 1995 and December 31, 1994, respectively) (74,346) (70,821) 1,943,536 1,862,039 $12,263,369 $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 September 30 1995 1994 REVENUES: Management fees - Note B $17,782,256 $17,032,669 Equity in net loss of The Andersons (53,071) (32,086) Interest earned and other income 58,774 35,779 17,787,959 17,036,362 COSTS AND EXPENSES: Salaries, wages and benefits 17,547,300 16,904,541 Rent expense 192,871 189,899 General expenses 102,169 82,343 17,842,340 17,176,783 LOSS BEFORE INCOME TAXES (54,381) (140,421) Federal income taxes (Credit) (28,800) (53,100) NET LOSS (25,581) $ (87,321) Net loss per Class A Common Share $ (5.55) $ (18.93) 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 INCOME (UNAUDITED) Nine months Ended September 30 1995 1994 REVENUES: Management fees - Note B $54,466,541 $50,673,699 Equity in net income of The Andersons 16,868 139,480 Interest earned and other income 137,244 126,749 54,620,653 50,939,928 COSTS AND EXPENSES: Salaries, wages and benefits 53,787,301 50,042,626 Rent expense 577,623 564,966 General expenses 190,648 152,635 54,555,572 50,760,227 INCOME BEFORE INCOME TAXES 65,081 179,701 Federal income taxes 10,300 55,000 NET INCOME $ 54,781 $ 124,701 Net income per Class A Common Share $ 11.89 $ 27.04 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) Nine Months Ended September 30 1995 1994 OPERATING ACTIVITIES Net income $ 54,781 $ 124,701 Adjustments to reconcile net income to net cash used in operating activities: Amortization - 2,433 Equity in earnings of The Andersons in excess of cash received (16,868) (139,480) Changes in operating assets and liabilities: Receivable from The Andersons (2,203,154) (2,137,188) Prepaid expenses and other assets 2,620,401 2,543,916 Accounts payable and accrued expenses (802,092) (400,326) NET CASH USED IN OPERATING ACTIVITIES (346,932) (5,944) INVESTING ACTIVITIES Purchase of investments (81,243) (250,000) FINANCING ACTIVITIES Purchase of Common Shares for Treasury (3,525) (18,387) Sale of Common Shares 706 19,333 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (2,819) 946 DECREASE IN CASH AND CASH EQUIVALENTS (430,994) (254,998) Cash and cash equivalents at beginning of year 736,599 795,379 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 305,605 $ 540,381 Noncash investing activity Unrealized gain on available for sale securities $ 29,535 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 $164,115 and $160,143 from the Partnership for the three-month periods ended September 30, 1995 and 1994 respectively, and $495,602 and $473,408 for the nine-month periods ended September 30, 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 "Registrant") had cash and cash equivalent and short-term investments of approximately $865,700 at September 30, 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 Registrant is the sole general partner (the "Partnership"). This receivable represents the costs incurred by the Registrant in providing management and labor services to the Partnership but not yet paid by the Registrant and therefore not yet collected from the Partnership. The Registrant has no short-term or long-term debt. Class A Common Shares redeemed for cash in 1995 totaled $3,525 and new Class B shares issued totaled $706. Management believes, given the relationship between the Registrant and the Partnership whereby the Registrant 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 $865,700, that the Corporation's liquidity is adequate to meet both short and long-term needs. Results of Operations Comparison of the Corporation's three months ended September 30, 1995 and three months ended September 30, 1994: In the third quarter of 1995, the Registrant incurred a net loss of $25,581 or $5.55 per Class A Common Share, compared to a net loss of $87,321 or $18.93 per share in 1994. Equity in the net loss of the Partnership and the portion of the management fee based on the Partnership's return on equity decreased by $16,566 due to a decrease in performance of the Partnership in the third quarter of 1995. Net rental expense on the Registrant's office building decreased by approximately $2,800. The income tax credit decreased by $24,300 due to the decrease in the quarter loss. Comparison of the Corporation's nine months ended September 30, 1995 and nine months ended September 30, 1994: Net income in the first nine months of 1995 was $54,781 or $11.89 per Class A Common Share, compared to net income of $124,701 or $27.04 per share in 1994. Equity in net income of the Partnership and the portion of the management fee based on the Partnership's return on equity decreased by $271,500 due to a decrease in performance of the Partnership for the first nine months of 1995. Net rental expense increased slightly. Income tax expense decreased by $44,700 due to the decrease in income. PART II. OTHER INFORMATION Item 5. Other Information On October 26, 1995, subsequent to the period covered by this Report, the Registrant's Registration Statement on Form S-4 (File No. 33-58963) with respect to a proposed merger of the Partnership with and into the Registrant and certain other related matters, was declared effective by the Securities and Exchange Commission. The primary purpose of the merger is to simplify the organizational structure of the Partnership and the Registrant and allow current Shareholders and Limited Partners t he potential for additional liquidity. The Registrant currently anticipates that, if the merger is approved by its shareholders and the limited partners of the Partnership by a vote to be held on November 16, 1995, it will be effective as of January 2, 1996. 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, 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: November 13, 1995 By /s/Richard P. Anderson Richard P. Anderson President and Chief Executive Officer Date: November 13, 1995 By /s/Richard R. George Richard R. George Corporate Controller (Principal Accounting Officer) EX-27 2
5 9-MOS DEC-31-1995 SEP-30-1995 305,605 560,144 6,131,012 0 0 7,021,307 0 0 12,263,369 6,499,801 0 1,462,125 0 0 481,411 12,263,369 54,466,541 54,620,653 53,787,301 53,787,301 768,271 0 0 65,081 10,300 54,781 0 0 0 54,781 11.89 0
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