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 30,2000
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 30,2000
<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, 1999. 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 30,2000 are not
necessarily indicative of the results of operations for the year ending December
31, 2000.
<PAGE>
AMERICAN MIDLAND CORP.
CONSOLIDATED BALANCE SHEET
(unaudited)
ASSETS June 30, December 31,
2000 1999
---- ----
Current Assets
Cash ................................. $ 27,000 $ 4,000
Accounts Receivable.................. 0 23,000
------ ------
Total Current Assets ....................... 27,000 27,000
====== ======
Investments in and advances to ............... 1,000,000 1,000,000
unconsolidated subsidiary, at
equity (note 1)
Total Assets ....................... $1,027,000 $1,027,000
========== ==========
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
STOCKHOLDERS' EQUITY
Common Stock 57,000 57,000
Capital in excess of par value 24,785,000 24,785,000
Deficit (24,279,000) (24,279,000)
----------- -----------
Total $ 1,027,000 $ 1,027,000
========== ==========
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,
2000 1999
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 profit/loss from operations 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)
Six months ended June 30,
2000 1999
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 profit/loss from operations 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,
---------------------------
2000 1999
---- ----
Cash Flow from Operating Activities:
Net Income (Loss) $ 0 $ 0
Payment of Account Receivable 23,000
Adjustments to reconcile net Income (Loss)
to cash provided by (used in ) operating
activities. 0 0
- -
Cash Provided by ( Used in ) operations 0 0
Cash at beginning of period 4,000 6,000
----- -----
Cash at end of period $27,000 $6,000
====== ======
The accompanying notes are an integral part of these financial
statements.
<PAGE>
AMERICAN MIDLAND CORPORATION
NOTES TO CONSOLIDATED STATEMENTS
June 30, 2000
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. American wrote down its
investment in Talmana to $1,000,000 as at December 31, 1999 and was subsequently
advised by Talmana that it may be forced to liquidate and American may not
receive any return from its investment.
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, 2000 vs 1999
American has been inactive since 1994 and has no offices, employees or business
operations.It owns a 45% interest in a Costa Rican Corporation ("Talmana") which
it has been attempting to sell for the past three years. It's ability to sell
the company is restricted by Costa Rican law which requires that a fishing
license in Costa Rica must be owned by a Costa Rican citizen. Mangement
estimates that if it is unable to sell its interest in Talmana and the company
is liquidated that it will realize only a fraction, if any, of its
investment. American maintains a mailing address pending the resolution of
its investment in Costa Rica. Its transfer agent has resigned for non payment.
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. American is attempting 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 Aug 11,2000 AMERICAN MIDLAND CORP.
BY: /s/ Irwin S. Lampert
IRWIN S. LAMPERT
SENIOR VICE PRESIDENT
AND TREASURER
(PRINCIPAL FINANCIAL
OFFICER)
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Registrant's Annual Report on Form 10-K for the year ended December
31, 1999. As of June 30,2000 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 six
months ended June 30, 2000.
