SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999
Commission File Number 0-2734
American Midland Corporation
New York 13-1919009
(State or other jurisdiction of I.R.S. employer
incorporated or organization) identification
number
Apartado 337 Puntarenas, Costa Rica
(Exact address of principal executive offices)
011 506 661 0335
(Registrant's telephone number, including area code)
Indicate by (X) whether the registrant (1) has filed
all reports required to be filed by section 13 or 15
(d) of the Securities and Exchange Act of 1934
during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90
days.
Yes X No
Common stock, $.01 par value: 5,696,000 shares
outstanding as of June 30,1999
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying condensed financial statements
of American Midland Corporation ("American") at and
for the periods indicated do not include all
footnotes and certain financial statement disclosure
normally required under generally accepted
accounting principles; they should be read in
conjunction with the consolidated financial
statements of American included in its annual report
on Form 10-K to the Securities and Exchange
Commission for the year ended December 31, 1998.
The interim condensed consolidated financial
statements included herein are unaudited, but
include all adjustments consisting of normal
recurring accruals which American considers
necessary for a fair presentation of its
consolidated financial position and results of
operations at and for the respective periods. The
results of operations for the six months ended June
30,1999 are not necessarily indicative of the
results of operations for the year ending December
31, 1998.
<PAGE>
AMERICAN MIDLAND CORP.
CONSOLIDATED BALANCE SHEET
(unaudited)
ASSETS June 30, December 31,
1999 1998
---- ----
Current Assets
Cash ................................. $6,000 $6,000
Total Current Assets ....................... $6,000 6,000
Investments in and advances to ............... 3,6864,000 3,684,000
--------- ---------
unconsolidated subsidiary, at
equity (note 1)
Total Assets ....................... $3,690,000 $3,690,000
========== ==========
Current Liabilities
Accounts payable 120,000 120,000
Notes Payable 304,000 304,000
Loans Payable 404,000 404,000
------- -------
Total Current Liabilities 464,000 464,000
Excess of losses and distributions over
investments and advances to real estate
and joint ventures, at equity. 847,000 847,000
STOCKHOLDERS' EQUITY
Common Stock 57,000 57,000
Capital in excess of par value 24,785,000 24,785,000
Deficit (22,463,000) (22,463,000)
----------- -----------
Total $3,690,000 $3,690,000
========== ==========
The accompanying notes are an integral part of these financial
statements.
<PAGE>
AMERICAN MIDLAND CORP.
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
Six months ended June 30,
1999 1998
Income from continuing operations.
Revenues: .................................. $0 0
Interest and other Income .......................... 0 0
- -
Gross Revenues ............................... 0 $0
Expenses
Selling and Administrative ..................... 0 1,000
----- -----
Total Expenses ......................... 0 (1,000)
------ ------
Net Loss from continuing operations 0 (1,000)
======= ======
Net Loss per Share ............................. 0 0
Weighted average number of common
shares outstanding. 5,696,000 5,696,000
========= =========
The accompanying notes are an integral part of these financial
statements.
<PAGE>
AMERICAN MIDLAND CORP.
CONSOLIDATED RESULTS OF OPERATIONS
(Unaudited)
Three months ended June 30,
---------------------------
1999 1998
---- ----
Income from continuing operations.
Revenues: $0 0
Interest and other Income 0 0
Gross Revenues 0 0
Expenses
Selling and Administrative 0 0
Total Expenses 0 0
Net Loss from continuing operations 0 0
Net Loss per Share 0 0
Weighted average number of common
shares outstanding. 5,696,000 5,696,000
The accompanying notes are an integral part of these financial
statements.
<PAGE>
AMERICAN MIDLAND CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
Six months ended June 30,
---------------------------
1999 1998
---- ----
Cash Flow from Operating Activities:
Net Income (Loss) 0 $(1,000)
Adjustments to reconcile net Income (Loss)
to cash provided by (used in ) operating
activities. 0 0
- -
Cash Provided by ( Used in ) Operations 0 (1,000)
Cash at beginning of period 6,000 7,000
----- -----
Cash at end of period $6,000 $7,000
====== ======
The accompanying notes are an integral part of these financial
statements.
<PAGE>
AMERICAN MIDLAND CORPORATION
NOTES TO CONSOLIDATED STATEMENTS
June 30, 1999
NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of American
Midland Corporation ("American) and its wholly owned subsidiaries.
American owns a forty five percent interest in a Costa Rican shrimp fishing
and processing company ("Talmana"). Talmana does not report earnings on
a quarterly basis and its results have not been taken into consideration in this
report. American reports this investment as an investment in an
unconsolidated subsidiary on the equity method, adjusted annually. All
significant intercompany accounts have been eliminated.
Going Concern
American has suffered recurring losses from operation and its current
obligations exceed its current assets. It has recently settled substantial
obligations and funded said settlements by loans, with an option to convert
$30,000 of said loans into 3,000,000 shares of common stock from its
officers and directors. It is continuing to attempt to raise additonal funds to
pay its current outstanding obligations and for future operations. These
matters raise substantial concern about American's ability to continue as a
going concern.
Per Share Calculation
The computation of per share amounts is based on the weighted average
number of common shares outstanding in each period. Common stock
equivalents, which include stock options are either insignificant or anti-
dilutive.
Investments
Americans's ownership of a $3,000,000 10 year 6% redeemable preferred
stock due December 31, 2002 and it's ownership of forty five percent of the
outstanding common shares of Talmana S.A. is carried on its books as an
investment in an unconsolidated subsidiary. Dividends on the preferred
stock may be paid in any year in which Talmana has after tax earnings in
excess of $1,500,000 if declared by the board of directors of Talmana.
Dividends not paid are accrued and payable on the Redemption Date. No
dividends have been paid. American's investment is carried on the equity
method and no accruals have been made for earned but unpaid dividends.
<PAGE>
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS FOR THE Six MONTHS ENDED
June 30, 1999 vs 1998
American had a loss of $1,000 for the six months ended June 30, 1999
compared to a loss of $1,000 for the same period of 1998. The losses from
continuing operations for 1999 and 1998 were primarily due to the inability
to generate income to cover its overhead. American is currently inactive
and does not conduct any operations except through it's forty five percent
owned subsidiary Talmana which conducts a shrimp fishing and processing
operation in Costa Rica. The shrimp processed by Talmana are caught in
company owned and operated fishing vessels and purchased from
independent fishermen. Talmana's products are sold locally and exported to
Europe, Japan and the United States. Talmana does not report earnings on a
quarterly basis and its earning have not been taken into consideration in this
report.
The demand and pricing of Talmana's products vary from season to season
depending on availability of product worldwide. The first quarter of the year
is usually the weakest due to the shortage of product as a result of adverse
weather conditions off the west coast of Costa Rica. Inflation and
competition do not have any significant effect on Talmana's operation.
.
LIQUIDITY AND CAPITAL RESOURCE
American does not have adequate liquidity to maintain its current operation
and has closed its office in New Jersey. Its officers and directors loaned
$40,000 to American, with an option to convert $30,000 of loans to
3,000,000 shares of Americans common stock.They have indicated a
willingness to loan any additonal funds that might be required to meet
American's ongoing obligations. American intends to raise additonal funds
through the private sale of its stock to potential investors, however it has
been unsuccessful to date.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned who are duly authorized to do so.
Dated August9,1999 AMERICAN MIDLAND CORP.
BY: /s/ Irwin S. Lampert
IRWIN S. LAMPERT
SENIOR VICE PRESIDENT
AND TREASURER
(PRINCIPAL FINANCIAL
OFFICER)
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Registrant's Annual Report on Form 10-K for the year ended December
31, 1998. As of June 30, 1999 there was no material change in the status of
the matters described in Item 3 of the Annual Report.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
none
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Registrant during the three
months ended June 30, 1999.
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