|
|
|
|
|
|
|
|
|
<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Quarter Ended March 31, 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 Number 2-39895
MIDLAND ENTERPRISES INC.
----------------------------------------------------------------------
(Exact name of registrant as specified
in its charter)
DELAWARE 04-2284434
- - ---------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400-580 BUILDING, CINCINNATI, OHIO 45202
- - ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 513-721-4000
-----------------------
NONE
- - ---------------------------------------------------------------------------
(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
--- ---
___________________________________________________________________________
The number of shares of common stock of Midland Enterprises Inc. outstanding
as of the date of this report was 15 1/2, all held by Eastern Enterprises.
Registrant meets the conditions set forth in general instructions H(1) (a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure
format.
<PAGE> 2
Page 2
ITEM 1.
FINANCIAL STATEMENTS
Company or group of companies for which report is filed:
Midland Enterprises Inc. and Subsidiaries ("Midland")
- - -----------------------------------------------------
Consolidated Statements of Income
- - ---------------------------------
<TABLE>
<CAPTION>
(000 Omitted)
--------------------------------------
For the For the
Three Months Ended Three Months Ended
------------------ ------------------
March 31, March 31,
1994 1993
--------- ---------
<S> <C> <C>
Operating Revenues $ 58,166 $ 65,850
--------- ---------
Operating Costs and Expenses:
Operating expenses 40,094 43,205
Depreciation and amortization 5,670 6,288
Selling, general & administrative
expenses 2,528 2,761
Overhead allocation from Parent 711 711
Taxes, other than income 4,138 3,798
--------- ---------
53,141 56,763
--------- ---------
Operating earnings 5,025 9,087
--------- ---------
Other Income (Expense):
Interest income from Parent 531 564
Interest income other 7 8
Gain (loss) on sale of assets
and other, net (3) (13)
--------- ---------
535 559
--------- ---------
Interest Expense:
Long-term debt 3,897 3,999
Other, including amortization of
debt expense 26 30
Interest capitalized during
construction (38) (140)
--------- ---------
3,885 3,889
--------- ---------
Earnings before income taxes 1,675 5,757
Provision for income taxes 529 2,027
--------- ---------
Net Earnings $ 1,146 $ 3,730
========= =========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE> 3
Form 10-Q
Page 3
<TABLE>
Midland Enterprises Inc. And Subsidiaries
- - ------------------------------------------
Consolidated Balance Sheets
- - ---------------------------
<CAPTION>
(000 Omitted)
----------------------------------------------------
March 31, Dec. 31, March 31,
1994 1993 1993
--------- --------- ---------
<S> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 89 $ 88 $ 90
Receivables -
Trade, net 24,379 25,487 19,635
Parent 60,660 56,952 44,653
Other 1,329 222 499
Materials, supplies & fuel 12,491 12,965 15,670
Prepaid expenses 1,233 1,676 992
--------- --------- ---------
Total current assets 100,181 97,390 81,539
--------- --------- ---------
Property and Equipment, at cost 603,859 605,147 624,771
Less-Accumulated depreciation 292,238 288,500 290,065
--------- --------- ---------
Net property and equipment 311,621 316,647 334,706
--------- --------- ---------
Other Assets:
Deferred pension charges 10,730 10,729 9,382
Other 5,145 5,330 5,582
--------- --------- ---------
Total other assets 15,875 16,059 14,964
--------- --------- ---------
Total assets $ 427,677 $ 430,096 $ 431,209
========= ========= =========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE> 4
FORM 10-Q
Page 4
<TABLE>
Midland Enterprises Inc. and Subsidiaries
- - -----------------------------------------
Consolidated Balance Sheets
- - ---------------------------
<CAPTION>
(000 Omitted)
----------------------------------------------------
March 31, Dec. 31, March 31,
1994 1993 1993
--------- --------- ---------
<S> <C> <C> <C>
Liabilities and Stockholder's Equity
Current Liabilities:
Current portion of
long-term debt $ 5,944 $ 5,871 $ 5,658
Accounts Payable -
Trade 11,202 12,622 10,728
Parent 161 349 230
Income taxes payable 781 3,324 3,040
Accrued expenses 14,382 10,449 13,740
Other current liabilities 15,188 16,097 15,540
--------- --------- ---------
Total current liabilities 47,658 48,712 48,936
--------- --------- ---------
Long-Term Debt 156,101 157,594 162,092
--------- --------- ---------
Other Liabilities:
Deferred income taxes 58,545 57,899 56,565
Unamortized investment
tax credits 5,021 5,192 5,790
Post-retirement health care 9,052 9,306 9,409
Other reserves 1,125 1,503 1,486
--------- --------- ---------
Total other liabilities 73,743 73,900 73,250
--------- --------- ---------
Stockholder's Equity:
Common stock, $100 par value -
Authorized - 1,000 shares
Shares issued & outstanding -
15 1/2 shares 1 1 1
Capital in excess of par value 52,519 52,519 52,519
Retained earnings 97,655 97,370 94,411
--------- --------- ---------
Total stockholder's equity 150,175 149,890 146,931
--------- --------- ---------
Total liabilities and
stockholder's equity $ 427,677 $ 430,096 $ 431,209
========= ========= =========
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE> 5
FORM 10-Q
Page 5
<TABLE>
Midland Enterprises Inc. and Subsidiaries
- - -----------------------------------------
Consolidated Statements of Cash Flows
- - -------------------------------------
<CAPTION>
(000 Omitted)
For the Three Months Ended
--------------------------
March 31, March 31,
1994 1993
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
- - -------------------------------------
Net earnings $ 1,146 $ 3,730
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,670 6,288
Deferred and current income taxes (1,897) 1,374
Net (gain) loss on sale of assets 2 4
Other changes in assets and liabilities:
Trade and other receivables 1 6,152
Materials, supplies & fuel 474 (197)
Accounts payable (1,608) (1,390)
Accrued expenses and other current
liabilities 3,024 5,882
Other (117) 205
--------- ---------
Net Cash Provided by
Operating Activities 6,695 22,048
--------- ---------
Cash Flows from Investing Activities:
- - ------------------------------------
Capital expenditures (1,119) (4,257)
(Increase) decrease in Parent receivable (3,708) (13,544)
Proceeds from asset dispositions 429 7
--------- ---------
Net Cash Used in Investing Activities (4,398) (17,794)
--------- ---------
Cash Flows from Financing Activities:
- - ------------------------------------
Issuance of long-term debt - -
Repayment of long-term debt (1,436) (1,456)
Cash dividends paid to Parent (860) (2,798)
--------- ---------
Net Cash Provided by (Used in)
Financing Activities (2,296) (4,254)
--------- ---------
Net Increase (Decrease) in Cash and
Cash Equivalents 1 -
Cash and Cash Equivalents at Beginning
of Period 88 90
--------- ---------
Cash and Cash Equivalents at End of Period $ 89 $ 90
========= =========
Supplemental Disclosures of Cash
- - --------------------------------
Flow Information:
- - ------------------
Cash paid during the period for:
Interest, net of amounts capitalized $ 916 $ 821
Income taxes $ 2,092 $ 654
<FN>
The accompanying notes are an integral
part of these financial statements.
</TABLE>
<PAGE> 6
FORM 10-Q
Page 6
MIDLAND ENTERPRISES INC. AND SUBSIDIARIES
Notes to Financial Statements
March 31, 1994
(1) ACCOUNTING POLICIES
It is Midland's opinion that the financial information contained in this
report reflects all adjustments necessary to present a fair statement of the
results for the period reported, but such results are not necessarily
indicative of results to be expected for the year, due to the somewhat seasonal
nature of Midland's operations. All such adjustments were of a normal,
recurring nature. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in this Form 10-Q pursuant
to the rules and regulations of the Securities and Exchange Commission.
However, the disclosures herein when read with the annual report for 1993 filed
on Form 10-K are adequate to make the information presented not misleading.
<PAGE> 7
FORM 10-Q
Page 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
& RESULTS OF OPERATIONS
-----------------------
RESULTS OF OPERATIONS
- - ---------------------
Reductions in contract towing, changes in commodity mix, rate reductions and
rate de-escalations resulted in a 12% decrease in revenues from the prior year.
Downtime for unscheduled plant maintenance at Midland's largest customer and
lost volume from a long-term contract currently subject to litigation
contributed to a 29% reduction in utility contract coal ton miles from the 1993
level. In addition, volume in 1993 was positively impacted by stockpiling in
anticipation of a possible coal miners strike. Redeployment of equipment to
other commodities and tramp towing helped limit the reduction in overall ton
miles to 6%. Midland's liquid barge business, which was sold in December 1993,
generated revenues of $2.7 million in the first quarter of 1993.
Operating earnings were negatively impacted by the reduced utility contract
coal volume as previously discussed, and lower rates associated with non-coal
tonnage. Significantly higher operating costs, as compared to 1993, resulting
from reduced tow sizes, loading delays and other inefficiencies due to extended
ice and high water conditions were partially offset by the implementation of
cost savings programs instituted in late 1993. The adverse operating
conditions and the resulting higher operating costs are expected to continue
into the second quarter. Net earnings for the first quarter declined 69% as
compared to last year.
Midland has negotiated an extension of its long-term contract with its largest
customer, Cincinnati Gas & Electric Co., through the year 2000. Under the
terms of the extension, Midland made some rate concessions, effective January
1, 1994, in exchange for certain renewal and efficiency improvement rights.
LIQUIDITY AND CAPITAL RESOURCES
Debt payments, dividends and advances to Parent and capital expenditures of
$1,119,000 were funded from cash provided by operating activities in the First
Quarter of 1994.
<PAGE> 8
FORM 10-Q
Page 8
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 filed in the first quarter of 1994.
<PAGE> 9
Form 10-Q
Page 9
SIGNATURE
It is Midland's opinion that the financial information contained in
this report reflects all normal, recurring adjustments necessary for a fair
statement of results for the period reported, but such results are not
necessarily indicative of results to be expected for the year, due to the
seasonal nature of Midland's operations. All accounting policies have ben
applied in a manner consistent with prior periods. Such financial information
is subject to year end adjustments and annual audit by independent public
accountants.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Midland has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIDLAND ENTERPRISES INC.
BY: /S/ R.L. Doettling
------------------
R.L. Doettling
Senior Vice President
Finance and Administration
Principal Financial Officer and
Duly Authorized Officer
Date: May 4, 1994
|
|