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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(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
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Commission File No. 000-22687
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JLM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter.)
Delaware 06-1163710
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(State of Incorporation) (IRS Employer Identification No.)
8675 Hidden River Parkway, Tampa, FL 33637
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (813) 632-3300
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 [ ]
Class Outstanding at November 12, 1997
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Common stock, par value
$.01 per share 7,099,225
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JLM INDUSTRIES, INC.
INDEX
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PART I FINANCIAL INFORMATION PAGE NUMBER
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Item 1 Consolidated Financial Statements:
Consolidated Balance Sheets at December 31, 1996 and September 30, 1997
(unaudited) 3
Unaudited Consolidated Statements of Income for the Three and Nine
Months Ended September 30, 1996 and 1997 4
Unaudited Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II OTHER INFORMATION
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Item 1 Legal Proceedings 16
Item 2 Changes in Securities and Use Of Proceeds 16
Item 3 Defaults upon Senior Securities 16
Item 4 Submission of Matters to a Vote of Security Holders 16
Item 5 Other Information 16
Item 6 Exhibits and Reports on Form 8-K 16
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JLM INDUSTRIES, INC.
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings.
The Company at times does have routine litigation incidental to its business. In
the opinion of the Company's management, such proceedings should not,
individually or in the aggregate, have a material adverse effect on the
Company's results of operation or financial condition. The Company maintains
insurance in such amounts and with such coverage and deductibles as management
believes are reasonable.
ITEM 2- CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the Company's initial public offering, the Company
registered an aggregate of 2,501,000 shares at an aggregate offering price of
$30,012,000 for sale on behalf of the Company and an aggregate of 144,000
shares at an aggregate offering price of $1,728,000 for sale on behalf of John
L. Macdonald. All of the shares of Common Stock were registered under the
Company's Registration Statement on Form S-1, as amended (Registration
Statement No. 333-27843), which was declared effective on July 23, 1997.
Pursuant to its initial public offering, the Company sold an aggregate
of 2,346,000 shares of Common Stock at an aggregate offering price of
$23,460,000 and John L. Macdonald sold an aggregate of 144,000 shares of Common
Stock at an aggregate offering price of $1,440,000 to Oppenheimer & Co., Inc.,
and A.G. Edwards & Sons, Inc. as representatives of the several underwriters
named in that certain Underwriting Agreement dated July 23, 1997. The
Company's initial public offering was consummated on July 29, 1997 as to
2,156,000 of the shares sold by the Company and as to all shares sold by Mr.
Macdonald. The sale of the remaining 190,000 shares of Common Stock sold by
the Company was consummated on September 2, 1997.
From the effective date of the Registration Statement to the date of
this report, in connection with its initial public offering, the Company
incurred actual total expenses of approximately $2,880,000 as follows:
$1,642,000 for underwriting discounts and commissions and $1,238,000 for other
expenses including legal, accounting and printing. No direct or indirect
payment for expenses incurred in the Company's initial public offering was made
to any director, officer, person owing ten percent or more of any class of
equity security or to any affiliate of the issuer, except that Roger C. Kahn, a
director of the Company, is a managing director of Oppenheimer & Co., Inc., and
Oppenheimer & Co., Inc. received a portion of the underwriting discounts and
commissions paid by the Company as a result of Oppenheimer & Co., Inc., acting
as a managing underwriter for the Company's initial public offering.
From the effective date of the Registration Statement to the date of
this report, the Company utilized approximately $14.1 million of the
approximately $20.6 million of net proceeds received from its initial public
offering to repay certain of the Company's existing indebtedness. In connection
with such repayment of indebtedness, no direct or indirect payment was made to
any director, officer, person owing ten percent or more of any class of equity
security or to any affiliate of the issuer.
The Company has not paid dividends on its Common Stock and does not
anticipate that it will pay dividends in the foreseeable future. The Company
currently intends to retain future earnings, if any, for future operations and
expansion of the Company's business. Any determination to pay dividends in the
future will be at the discretion of the Company's Board of Directors and will be
dependent upon the Company's results of operations, financial restrictions,
restrictions imposed by applicable law and other factors deemed relevant by the
Board of Directors. Furthermore, the Company and its subsidiaries are
restricted from paying dividends under certain credit agreements to which they
are a party.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - 27 - Financial Data Schedule (for SEC use only). - previously
filed
(b) Reports on Form 8-K - None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.
JLM INDUSTRIES, INC.
Dated: April 8, 1998 /s/ John L. Macdonald
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John L. Macdonald
President and Chief Executive Officer
/s/ Frank A. Musto
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Frank A. Musto
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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