AMERICAN MAIZE PRODUCTS CO
10-Q, 1994-11-14
GRAIN MILL PRODUCTS
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<PAGE>
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


             (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
                                             -----------------------

                                       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 No. 1-6244
                                              -------


                        AMERICAN MAIZE-PRODUCTS COMPANY
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Maine                                            13-0432720
 ------------------------------------------------------------------------------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                             Identification #)

     250 Harbor Drive, Stamford, CT                                06902
 ------------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code        (203) 356-9000
                                                      -------------------


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
                                   -------    -------

Number of shares  outstanding  of each of  issuer's  classes of common  stock at
September 30, 1994.

                                       Class A                     Class B
                                     -----------                 -----------
             Outstanding              8,515,509                   1,742,057

<PAGE>

                                     INDEX
                                                                        Page #


Part I

    Financial Statements:

        Condensed Consolidated Balance Sheets
          at September 30, 1994 and December 31, 1993                         1

        Condensed Consolidated Statements of Operations and Retained Earnings
          for the nine and three months ended September 30, 1994 and 1993     2

        Condensed Consolidated Statements of Cash Flows
          for the nine months ended September 30, 1994 and 1993               3

        Notes to Condensed Consolidated Financial Statements                  4

        Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               5-6

Part II

Item 1.  Legal Proceedings                                                    7

Item 6.  Exhibits and Reports on Form 8-K                                     7

Signatures                                                                    8
<PAGE>
              AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                              September 30,         December 31,
                                                                                  1994                  1993
<S>                                                                          <C>                   <C>
Current assets:
 Cash and cash equivalents                                                   $    450,000          $  2,862,000
 Accounts receivable, trade, less allowance
  for doubtful accounts of $4,639,000 at
  September 30, 1994 and $3,609,000 at December 31, 1993                       60,943,000            53,529,000
 Inventories
  Finished goods                                                               22,518,000            25,074,000
  Work-in-process                                                               4,008,000             4,344,000
  Raw materials                                                                37,501,000            38,882,000
  Stores and supplies                                                          17,710,000            17,833,000
                                                                             ------------          ------------
                                                                               81,737,000            86,133,000

 Other current assets                                                          12,223,000            11,117,000
                                                                             ------------          ------------
  Total current assets                                                        155,353,000           153,641,000
                                                                             ------------          ------------

Property, plant and equipment, at cost                                        498,705,000           468,017,000
 Less, Accumulated depreciation                                               200,368,000           180,593,000
                                                                             ------------          ------------
                                                                              298,337,000           287,424,000
Excess of cost over net assets of
 acquired companies, less accumulated
 amortization of $4,047,000 at September 30, 1994,
 and $3,504,000 at December 31, 1993                                           22,741,000            23,284,000
Prepaid pension costs                                                          14,732,000            14,732,000
Other assets                                                                   12,647,000            12,977,000
                                                                             ------------          ------------
                                                                             $503,810,000          $492,058,000
                                                                             ============          ============
Current liabilities:
 Bank overdrafts                                                             $  3,849,000          $          -
 Short-term debt                                                                        -             5,000,000
 Long-term debt, current installments                                             929,000               885,000
 Accounts payable, trade                                                       19,748,000            16,278,000
 Accrued expenses                                                              23,338,000            24,395,000
 Accrued income taxes                                                           3,258,000             4,837,000
                                                                             ------------          ------------
   Total current liabilities                                                   51,122,000            51,395,000

Long-term debt, less current installments                                     133,991,000           139,294,000
Deferred income taxes                                                          33,196,000            30,775,000
Accrued postretirement and postemployment benefits                             52,605,000            50,027,000
Other liabilities                                                               5,309,000             4,901,000
                                                                             ------------          ------------
                                                                              276,223,000           276,392,000
                                                                             ------------          ------------
Stockholders' equity:
 Capital stock:
  Common, Class A, $.80 par value; authorized 15,000,000 shares
   at September 30, 1994 and at December 31, 1993;  issued 8,868,053
   shares at September 30, 1994 and 8,848,903 shares at
   December 31, 1993                                                            7,094,000             7,079,000
  Common, Class B, $.80 par value; authorized
   2,500,000 shares; issued 1,809,282 shares
   at September 30, 1994 and December 31, 1993                                  1,447,000             1,447,000
 Capital in excess of par value of common stock                               124,266,000           123,836,000
 Retained earnings                                                            101,567,000            90,221,000
                                                                             ------------          ------------
                                                                              234,374,000           222,583,000
Less, Common Stock in treasury, at cost;
 Class A, 352,544  shares at September 30, 1994 and 366,990
  shares at December 31, 1993; Class B, 67,225 shares at
  September 30, 1994 and December 31, 1993                                      6,787,000             6,917,000
                                                                             ------------          ------------
   Total stockholders' equity                                                 227,587,000           215,666,000
                                                                             ------------          ------------
                                                                             $503,810,000          $492,058,000
                                                                             ============          ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
              AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
        FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                               Nine Months Ended                  Three Months Ended
                                                                  September 30,                      September 30,
                                                           ---------------------------     ----------------------------------    
                                                              1994             1993             1994                  1993
<S>                                                       <C>              <C>             <C>                   <C>         
Net sales                                                 $462,189,000     $402,678,000    $163,409,000          $151,825,000
Cost of sales                                              348,773,000      313,174,000     123,412,000           115,784,000
                                                          ------------     ------------    ------------          ------------
 Gross profit                                              113,416,000       89,504,000      39,997,000            36,041,000
Selling, administrative and general expenses                67,256,000       70,009,000      21,405,000            22,582,000
Restructuring charges                                        5,400,000       12,323,000               -                     -
Provision for patent litigation                              4,000,000                -               -                     -
                                                          ------------     ------------    ------------          ------------
   Operating profit                                         36,760,000        7,172,000      18,592,000            13,459,000
                                                          ------------     ------------    ------------          ------------

Other income (expense):
 Interest expense                                           (8,462,000)     (11,259,000)     (2,496,000)           (3,403,000)
 Interest income                                               194,000        1,061,000          54,000               194,000
 Other, net                                                 (1,519,000)      (1,146,000)       (669,000)             (220,000)
                                                          ------------     ------------    ------------           ------------ 
                                                            (9,787,000)     (11,344,000)     (3,111,000)           (3,429,000)
                                                          ------------     ------------    ------------           ------------ 
Income (loss) before income taxes, minority
 interest, extraordinary loss and
 cumulative effect of accounting changes                    26,973,000       (4,172,000)     15,481,000            10,030,000

Income taxes:
  Current                                                   (7,666,000)         523,000      (5,112,000)           (3,013,000)
  Deferred                                                  (3,046,000)         161,000        (891,000)           (1,589,000)
                                                          ------------     ------------    ------------           ------------ 
                                                           (10,712,000)         684,000      (6,003,000)           (4,602,000)
                                                          ------------     ------------    ------------           ------------ 

Income (loss) before minority interest,
 extraordinary loss and cumulative effect of
 accounting changes                                         16,261,000       (3,488,000)      9,478,000             5,428,000
Minority interest in loss of subsidiary                              -          329,000               -                     -
                                                          ------------     ------------    ------------          ------------
Income (loss) before extraordinary loss and
 cumulative effect of accounting changes                    16,261,000       (3,159,000)      9,478,000             5,428,000
Extraordinary loss from early extinguishment of
 debt                                                                -       (2,862,000)              -                     -
                                                          ------------     ------------    ------------          ------------
Income (loss) before cumulative effect of
 accounting changes                                         16,261,000       (6,021,000)      9,478,000             5,428,000
Cumulative effect of accounting changes                              -      (27,200,000)              -                     -
                                                          ------------     ------------    ------------          ------------
  Net income (loss)                                         16,261,000      (33,221,000)      9,478,000             5,428,000
Retained earnings at beginning of period                    90,221,000      127,324,000      93,729,000            86,009,000
Less: cash dividends paid                                    4,915,000        4,299,000       1,640,000             1,633,000
                                                          ------------     ------------    ------------          ------------
Retained earnings at end of period                        $101,567,000     $ 89,804,000    $101,567,000          $ 89,804,000
                                                          ============     ============    ============          ============

Earnings per share of common stock:
 Income (loss) before extraordinary loss and
  cumulative effect of accounting changes                        $1.59           $ (.33)          $ .92                $  .53
 Extraordinary loss from early extinguishment of
  debt                                                               -             (.30)              -                     -
 Cumulative effect of accounting changes                             -            (2.88)              -                     -
                                                                 -----           ------           -----                ------
   Net income (loss)                                             $1.59           $(3.51)          $ .92                $  .53
                                                                 =====           ======           =====                ======

Dividends per share of common stock                              $ .48           $  .48           $ .16                $  .16
                                                                 =====           ======           =====                ======

Weighted average number of common shares
 outstanding                                                10,239,182        9,437,663      10,251,325            10,210,919
                                                            ==========        =========      ==========            ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.
<PAGE>
              AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Nine Months Ended
                                                                                                        September 30,
                                                                                               -----------------------------
                                                                                               1994                     1993
                                                                                               -----                   -----
<S>                                                                                      <C>                     <C>
Cash flows from operating activities:
 Net income (loss)                                                                       $ 16,261,000            $(33,221,000)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Depreciation and amortization                                                           23,602,000              23,629,000
   Amortization of original issue discount on
    subordinated debentures                                                                         -                 196,000
   Deferred income taxes                                                                    3,046,000                (161,000)
   Extraordinary loss from early extinguishment of debt                                             -               2,862,000
   Cumulative effect of accounting changes                                                          -              27,200,000
   Restructuring charges                                                                    5,400,000              12,323,000
   Provision for patent litigation                                                          4,000,000                       -
   Minority interest in loss of subsidiary, net of dividends                                        -                (941,000)
   Changes in operating assets and liabilities:
    Accounts receivable, trade                                                             (7,414,000)            (11,566,000)
    Inventories                                                                             4,396,000                (814,000)
    Other current assets                                                                   (1,106,000)                410,000
    Accounts payable and accrued expenses                                                  (5,971,000)             (3,272,000)
    Other, net                                                                              4,750,000              (6,224,000)
                                                                                         ------------            ------------ 
      Net cash provided by operating activities                                            46,964,000              10,421,000
                                                                                         ------------           -------------

Cash flows from investing activities:
 Additions to property, plant and equipment                                               (38,051,000)            (31,655,000)
 Purchase of minority interest in subsidiary                                                        -             (32,992,000)
                                                                                         ------------             ------------ 
      Net cash used in investing activities                                               (38,051,000)            (64,647,000)
                                                                                         ------------             ------------ 

Cash flows from financing activities:
 Cash dividends                                                                            (4,915,000)             (4,299,000)
 Increase in bank overdrafts                                                                3,849,000                       -
 Net reduction of short-term debt                                                          (5,000,000)             (9,200,000)
 Borrowings on long-term debt                                                              21,400,000             125,000,000
 Payments of long-term debt                                                               (26,659,000)           (111,171,000)
                                                                                         ------------             ------------ 
      Net cash provided by (used in) financing activities                                 (11,325,000)                330,000
                                                                                         ------------            ------------

Net decrease in cash and cash equivalents                                                  (2,412,000)            (53,896,000)
Cash and cash equivalents, beginning of year                                                2,862,000              69,180,000
                                                                                         ------------            ------------
Cash and cash equivalents, end of period                                                 $    450,000            $ 15,284,000
                                                                                         ============            ============

Supplemental Cash Flow Information
 Cash paid during the period for:
  Interest (net of amount capitalized)                                                   $ 10,476,000            $  8,091,000
  Income taxes (net of refunds)                                                          $  8,973,000            $  1,315,000
</TABLE>

See accompanying notes to condensed consolidated financial statements.
<PAGE>

              Notes to Condensed Consolidated Financial Statements
                                   Unaudited

(A)    Basis of Presentation

       The accompanying  condensed consolidated financial statements of American
       Maize-Products Company and its Subsidiaries  ("Company") for the nine and
       three month  periods  ended  September  30, 1994 and 1993 are  unaudited.
       However,  in the opinion of the  Company,  all  adjustments  (of a normal
       recurring nature) considered  necessary for a fair presentation have been
       reflected therein.

       Certain  financial  information  which is normally  included in financial
       statements  prepared in accordance  with  generally  accepted  accounting
       principles, but which is not required for interim reporting purposes, has
       been  omitted.   The  accompanying   condensed   consolidated   financial
       statements  should be read in conjunction  with the financial  statements
       and notes thereto included in the Company's Annual Report to Shareholders
       for the fiscal year ended  December 31, 1993.  Certain  reclassifications
       have been made in the prior period  financial  statements to conform with
       the current year's presentation.

(B)    Supplementary Information

       Interest costs incurred  during the nine and three months ended September
       30,  1994  and  1993  were   $9,221,000,   $11,987,000,   $2,953,000  and
       $3,575,000,  respectively.  Interest capitalized during these periods was
       $759,000, $728,000, $457,000 and $172,000, respectively.

       For cash flow reporting purposes all highly liquid short-term investments
       (as denoted on the balance  sheet),  with  maturities  of three months or
       less, are considered cash equivalents.

       Deposits made for hedging  transactions  to cover open  positions on corn
       purchases are included in inventory for cash flow reporting purposes.

       The Company  periodically  enters into corn  futures  contracts  to hedge
       against sales commitments of corn-derived  products. The Company utilizes
       the corn futures market to minimize the inherent risk potential resulting
       from  significant  fluctuations  in cost of corn. In accordance  with its
       hedging  policy,  the Company only enters into corn futures  contracts to
       cover the corn  requirements  to  manufacture  products  covered by fixed
       price,  fixed quantity  contracts with customers and near term production
       commitments.  Futures  contract  quantities are matched with  approximate
       requirements under customer contracts by using the futures contract dates
       closest  to  expected  shipment  dates to  customers.  The  corn  futures
       contracts  outstanding at September 30, 1994 and December 31, 1993 expire
       at various dates and various prices through September, 1995. At September
       30, 1994 and December 31, 1993, the Company had corn futures contracts of
       $32,979,000  (12,660,000 bushels) and $33,173,000  (11,765,000  bushels),
       respectively. Unrealized gains and losses associated with these contracts
       are deferred  and are  accounted  for as part of the hedged  transaction.
       Based upon market rates,  these contracts had a deferred contract loss of
       $5,111,000  at  September  30,  1994,  and a  deferred  contract  gain of
       $1,634,000  at December  31,  1993.  Settlement  gains and losses on corn
       futures  contracts  are  matched  to  specific  inventory  purchases  and
       credited or charged to cost of sales at the time such  inventory is sold.
       Based upon daily margin account activity,  including contract  purchases,
       contract sales and market  fluctuations  in the value of open  contracts,
       cash  settlement is made on a daily basis to maintain  margin accounts at
       specified levels.

(C)    Short-term Debt

       Short-term debt comprises borrowings on lines of credit from banks.

(D)    Legal Proceedings

       The current  status of  litigation is described in Part II,  herein.  See
       also  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
       RESULTS OF OPERATIONS "Results of Operations (Nine Months ended September
       30, 1994 compared with the Nine Months ended September 30, 1993)".
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Financial Condition (September 30, 1994
 compared to December 31, 1993)

The Company currently has available  $125,000,000  under a bank revolving credit
agreement which expires on December 31, 1998 and open lines of credit with banks
of  $10,000,000.  At September  30, 1994,  borrowings  under the bank  revolving
credit agreement were $8,000,000.

Significant  uses of cash during the period  included  capital  expenditures  of
$38,051,000,  increased  receivable  levels of  $7,414,000  and debt payments of
$6,410,000.  The increase in  receivable  levels was primarily  attributable  to
higher selling prices for corn sweeteners. The Company anticipates approximately
$22,000,000 of additional  capital  spending for the remainder of the year which
will be financed through operating cash flow and available credit facilities, as
needed.

Results of  Operations  (Nine Months
 ended  September 30, 1994 compared with the
 Nine Months ended September 30, 1993)

Net sales increased  14.8% in 1994 to  $462,189,000  compared to $402,678,000 in
1993.  The higher sales reflect an increase in unit sales volumes and pricing of
high fructose corn syrup and specialty food starches and higher net sales in the
tobacco business.

Operating  profits were  $36,760,000  in 1994  compared to  $7,172,000  in 1993.
Operating profits in the Company's corn processing  business were  significantly
higher than last year due primarily to higher sweetener  prices.  Higher volumes
and prices for cigars and cost savings realized as a result of the consolidation
in the tobacco business  completed during the second quarter also contributed to
the year to year improvement. Operating results include restructuring charges of
$5,400,000 in 1994 and  $12,323,000 in 1993.  The charge in 1994  represents the
costs associated with consolidations in the Company's tobacco business. The 1994
operating results also include a charge of $4,000,000 for the establishment of a
reserve for ongoing patent infringement litigation.  The reserve was established
on the assumption  that the ultimate  damage award will be based on a reasonable
royalty.   The  potential  exists,   however,  for  the  final  judgment  to  be
significantly  higher than the recorded  reserve.  Due to the  complexity of the
litigation,  management is unable to  reasonably  estimate the extent to which a
final  judgment may exceed the reserve.  Management  believes  that the ultimate
judgment could have a material  adverse effect on the results of operations in a
future  period but would not have a  material  adverse  effect on the  Company's
financial  condition.  See Part II Item 1. "Legal  Proceedings" in the Form 10-Q
Quarterly Report for the period ended June 30, 1994.

Interest  expense  decreased to $8,462,000 in 1994  compared to  $11,259,000  in
1993. The primary reasons for the decrease were lower average interest rates and
debt levels.

Net income in 1994 was $16,261,000,  or $1.59 per share,  compared to a net loss
of $33,221,000,  or $3.51 per share, in 1993.  Results for 1993 include an after
tax charge of $27,200,000,  or $2.88 per share, to reflect the cumulative effect
of the  adoption  of  Statement  of  Financial  Accounting  Standards  No.  106,
"Employers' Accounting for Postretirement  Benefits Other than Pensions" and No.
112, "Employers' Accounting for Postemployment  Benefits".  Also included in the
1993  results  was an  extraordinary  loss of  $2,862,000,  or $.30  per  share,
relating to the early  extinguishment  of the Company's 12% senior  subordinated
debentures.

Results of Operations  (Three Months ended
 September 30, 1994 compared with the
 Three Months ended September 30, 1993)

Net sales  increased 7.6% in 1994 to  $163,409,000  compared to  $151,825,000 in
1993. The higher sales reflect  improved  pricing for corn sweeteners and higher
sales volumes and pricing for cigars.
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations (Three Months
 ended September 30, 1994 compared with the
 Three Months ended September 30, 1993)         (continued)

Operating  profits were  $18,592,000  in 1994 compared to  $13,459,000  in 1993.
Operating  profits in the Company's  corn  processing  business were higher than
last year due primarily to higher  sweetener  prices;  operating  results in the
tobacco  business  increased  due to higher  volumes  and  prices for cigars and
merger related cost reductions.

Interest expense decreased to $2,496,000 in 1994 compared to $3,403,000 in 1993.
The primary reasons for the decrease were lower average  interest rates and debt
levels.

The  net  income  in 1994  was  $9,478,000,  or  $.92  per  share,  compared  to
$5,428,000, or $.53 per share, in 1993.

<PAGE>
                                    PART II

Item 1.          Legal Proceedings

                 No  reportable   events  have  occurred   which  would  require
modification  of  the  discussion  under  Legal  Proceedings  set  forth  in the
Company's  Form 10-K Annual Report for the fiscal year ended  December 31, 1993,
and in its Form 10-Q Quarterly  Reports for the periods ended March 31, 1994 and
June 30, 1994.


Item 6.          Exhibits and Reports on Form 8-K

         (a)     Exhibits (exhibit reference numbers refer to Item 601 of
         Regulation S-K)

                 11 (a)    Calculation of Primary Earnings Per Share

                 11 (b)    Calculation of Fully-Diluted Earnings Per Share

                 27        Financial Data Schedule

         (b)     No reports on Form 8-K were filed during the quarter for which
         this report is filed.

<PAGE>
                                   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.




                                        AMERICAN MAIZE-PRODUCTS COMPANY



DATE:   November 11, 1994               By  /s/   Patric J. McLaughlin
       --------------------             ----------------------------------
                                                  Patric J. McLaughlin
                                                  President and
                                                  Chief Executive Officer



DATE:   November 11, 1994               By  /s/   Edward P. Norris
       --------------------             ----------------------------------
                                                  Edward P. Norris
                                                  Vice President and
                                                  Chief Financial Officer

<PAGE>


                                                                 EXHIBIT 11 (a)

              AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES

                   CALCULATION OF PRIMARY EARNINGS PER SHARE
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine Months Ended               Three Months Ended  
                                                         September 30,                   September 30,
                                                  --------------------------         ------------------------
                                                     1994             1993             1994            1993
                                                  ----------       ---------         ---------       --------
<S>                                             <C>             <C>              <C>             <C>         
Weighted average number of common shares
 outstanding                                       10,239,182       9,437,663       10,251,325      10,210,919
                                                =============   =============    =============   =============
Income (loss) before extraordinary loss and
 cumulative effect of accounting changes        $  16,261,000   $  (3,159,000)   $   9,478,000   $   5,428,000
Extraordinary loss from early extinguishment
 of debt                                                  -        (2,862,000)             -               -
Cumulative effect of accounting changes                   -       (27,200,000)             -               -
                                                -------------   -------------    -------------   -------------
  Net income (loss)                             $  16,261,000   $ (33,221,000)   $   9,478,000   $   5,428,000
                                                =============   =============    =============   =============
Primary earnings per share:
 Income (loss) before extraordinary loss and
  cumulative effect of accounting changes       $        1.59   $        (.33)   $         .92   $         .53
 Extraordinary loss from early extinguishment
  of debt                                                 -              (.30)             -               -
 Cumulative effect of accounting changes                  -             (2.88)             -               -
                                                -------------   -------------    -------------   -------------
   Net income (loss)                            $        1.59   $       (3.51)   $         .92   $         .53
                                                =============   =============    =============   =============
</TABLE>
<PAGE>

                                                                 EXHIBIT 11 (b)

              AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES

                CALCULATION OF FULLY-DILUTED EARNINGS PER SHARE
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                      Nine Months Ended               Three Months Ended
                                                        September 30,                     September 30,
                                                  --------------------------        -------------------------
                                                     1994             1993            1994             1993
                                                  ----------       ---------        ---------        --------
<S>                                             <C>             <C>              <C>             <C>  
Weighted average number of common shares
 outstanding                                       10,239,182       9,437,663       10,251,325      10,210,919
Assumed exercise of certain options                    74,450          21,920           90,995          21,920
                                                -------------   -------------    -------------   -------------
                                                   10,313,632       9,459,583       10,342,320      10,232,839
                                                =============   =============    =============   =============

Income (loss) before extraordinary loss and
 cumulative effect of accounting changes        $  16,261,000   $  (3,159,000)   $   9,478,000   $   5,428,000
Extraordinary loss from early extinguishment
 of debt                                                  -        (2,862,000)             -               -
Cumulative effect of accounting changes                   -       (27,200,000)             -               -
                                                -------------   -------------    -------------   -------------
  Net income (loss)                             $  16,261,000   $ (33,221,000)   $   9,478,000   $   5,428,000
                                                =============   =============    =============   =============

Fully-diluted earnings per share:
 Income (loss) before extraordinary loss and
  cumulative effect of accounting changes       $        1.58   $        (.33)   $         .92   $         .53
 Extraordinary loss from early extinguishment
  of debt                                                 -              (.30)             -               -
 Cumulative effect of accounting changes                  -             (2.88)             -               -
                                                -------------   -------------    -------------   -------------
   Net income (loss)                            $        1.58   $       (3.51)   $         .92   $         .53
                                                =============   =============    =============   =============
</TABLE>
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                             450
<SECURITIES>                                         0
<RECEIVABLES>                                   60,943
<ALLOWANCES>                                     4,639
<INVENTORY>                                     81,737
<CURRENT-ASSETS>                               155,353
<PP&E>                                         498,705
<DEPRECIATION>                                 200,368
<TOTAL-ASSETS>                                 503,810
<CURRENT-LIABILITIES>                           51,122
<BONDS>                                        133,991
<COMMON>                                         8,541
                                0
                                          0
<OTHER-SE>                                     219,046
<TOTAL-LIABILITY-AND-EQUITY>                   503,810
<SALES>                                        462,189
<TOTAL-REVENUES>                               462,189
<CGS>                                          348,773
<TOTAL-COSTS>                                  348,773
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,030
<INTEREST-EXPENSE>                               8,462
<INCOME-PRETAX>                                 26,973
<INCOME-TAX>                                    10,712
<INCOME-CONTINUING>                             16,261
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,261
<EPS-PRIMARY>                                     1.59
<EPS-DILUTED>                                     1.58
        
 

</TABLE>


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