<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period
ended May 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: 33-12173
AMERICOLD CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0295215
(State of Incorporation) (I.R.S. Employer
Identification Number)
7007 S.W. Cardinal Lane, Suite 135
Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (503) 624-8585
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 the registrant's common stock, par
value $.01 per share, as of June 30, 1994: 4,863,999 shares.
<PAGE>
AMERICOLD CORPORATION
Form 10-Q
INDEX
-----
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of
Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
EXHIBIT INDEX 21
2<PAGE>
PART I - Financial Information
Item 1. Financial Statements
AMERICOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
Last day of February 1994 and May 1994
(In thousands, except share data)
<TABLE>
<CAPTION>
Last day of Last day of
February 1994 May 1994
------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (note 7) $ 3,892 $ 22,809
Trade receivables, net 16,702 18,700
Other receivables, net (note 5) 8,351 548
Prepaid expenses 3,972 3,371
Other current assets 1,919 1,721
----------- ----------
Total current assets 34,836 47,149
Property, plant and equipment, less accumulated depreciation
of $138,681 and $143,803, respectively 375,772 373,160
Cost in excess of net assets acquired, less accumulated
amortization of $17,230 and $17,865 respectively 82,563 81,928
Other noncurrent assets 35,532 35,344
----------- ----------
Total assets $ 528,703 $ 537,581
=========== ==========
LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 5,450 $ 4,406
Accrued interest 17,334 13,449
Accrued expenses 7,512 8,484
Deferred revenue 4,772 4,929
Current maturities of long-term debt 2,281 30,844
Other current liabilities (note 5) 4,944 21,719
---------- ----------
Total current liabilities 42,293 83,831
Long-term debt, less current maturities 467,337 438,468
Deferred income taxes 104,558 103,215
Other noncurrent liabilities 11,744 12,011
---------- ----------
Total liabilities 625,932 637,525
---------- ----------
Preferred stock, $100 par value; authorized 1,000,000 shares;
issued and outstanding 49,672 shares (note 6) 5,348 5,491
---------- ----------
Common stockholders' deficit (note 3):
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding 4,863,999 shares 49 49
Additional paid-in capital 49,082 49,082
Retained deficit (151,653) (154,511)
Equity adjustment to recognize minimum pension liability (55) (55)
---------- ----------
Total common stockholders' deficit (102,577) (105,435)
---------- ----------
3<PAGE>
Total liabilities, preferred stock and
common stockholders' deficit $ 528,703 $ 537,581
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
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AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended last day of May 1993 and 1994
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months
ended last ended last
day of day of
May 1993 May 1994
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales $ 49,182 $ 48,752
----------- ----------
Operating expenses:
Cost of sales 31,313 31,932
Amortization of cost in excess of
net assets acquired 633 635
Selling and administrative expenses 6,584 6,654
----------- -----------
Total operating expenses 38,530 39,221
----------- -----------
Gross operating margin 10,652 9,531
----------- -----------
Other (expense) income:
Interest expense (13,936) (13,744)
Other, net 37 154
----------- -----------
Total other expense (13,899) (13,590)
----------- -----------
Loss before income taxes, extraordinary item
and cumulative effect of accounting
principle changes (3,247) (4,059)
Benefit for income taxes (note 4) 288 1,343
----------- -----------
Net loss before extraordinary item and
cumulative effect of accounting
principle changes (2,959) (2,716)
Extraordinary item, net of income tax
benefit of $1,164 (1,876) -
Cumulative effect on prior years of
accounting principle changes for:
Income taxes (63,533) -
Postretirement benefits other than
pensions, net of income tax benefit
of $1,490 (2,401) -
----------- -----------
Net loss $ (70,769) $ (2,716)
=========== ===========
Loss per common share (note 6)
Net loss before extraordinary item
and cumulative effect of accounting
principle changes $ (0.64) $ (0.59)
Extraordinary item (0.39) -
Cumulative effect of accounting
principle changes:
Income taxes (13.10) -
Postretirement benefits other
than pensions (0.49) -
----------- -----------
Net loss per common share $ (14.62) $ (0.59)
5
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=========== ===========
Weighted average number of shares
outstanding 4,851 4,864
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended last day of May 1993 and 1994
(In thousands)
<TABLE>
<CAPTION>
Three months Three months
ended last ended last
day of day of
May 1993 May 1994
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (70,769) $ (2,716)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 4,826 5,122
Amortization and other noncash expenses 1,327 1,162
Changes in assets and liabilities 2,858 (3,867)
Provision for deferred taxes (1,452) (1,343)
Cumulative effect of accounting principle changes 65,934 -
Write-off of unamortized issuance costs 3,040 -
----------- -----------
Net cash provided (used) by operating activities 5,764 (1,642)
----------- -----------
Cash flows from investing activities:
Net expenditures for property, plant
and equipment (1,412) (2,699)
Proceeds from insurance policies and other items, net (1,002) 23,659
----------- -----------
Net cash provided (used) by investing activities (2,414) 20,960
----------- -----------
Cash flows from financing activities:
Net payments under credit agreement (2,250) -
Principal payments under capitalized
lease and other debt obligations (594) (401)
Net proceeds, excluding escrowed amounts, from sale
of mortgage bonds 150,000 -
Retirement of mortgage bonds (150,000) -
----------- -----------
Net cash used by financing activities (2,844) (401)
----------- -----------
Net increase in cash and cash equivalents 506 18,917
Cash and cash equivalents at beginning of period 2,449 3,892
----------- -----------
Cash and cash equivalents at end of period $ 2,955 $ 22,809
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid year-to-date for interest,
net of amounts capitalized $ 10,665 $ 17,309
=========== ===========
Capital lease obligations incurred to lease new equipment $ 34 $ -
=========== ===========
Cash paid during the year for income taxes $ 64 $ 28
=========== ===========
Bond proceeds placed in escrow $ 22,284 $ -
=========== ===========
</TABLE>
7See accompanying notes to consolidated financial statements.
8
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AMERICOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRINCIPLES OF CONSOLIDATION
The consolidated balance sheet as of the last day of May 1994;
the related consolidated statements of operations for the
three months ended the last day of May 1993 and May 1994; and
the related consolidated statements of cash flows for the
three months ended the last day of May 1993 and May 1994 are
unaudited. In the opinion of management, all adjustments
necessary for a fair presentation of such financial statements
have been included. Such adjustments consisted of normal
recurring items. Interim results are not necessarily
indicative of results for a full year. The financial
information presented herein should be read in conjunction
with the financial statements included in the registrant's
Annual Report on Form 10-K for the year ended the last day of
February 1994.
2. RECLASSIFICATIONS
Certain prior year financial data have been reclassified to
conform with the current year presentation.
3. COMMON STOCKHOLDERS' DEFICIT
The Company has reserved 300,000 shares of common stock for
issuance under a stock option plan established in 1987. Under
the plan, options are granted by the compensation committee of
the Board of Directors to purchase common stock at a price not
less than 85% of the fair market value on the date the option
is granted.
Information with regard to the plan as of the last day of May
1994 follows:
Number of Shares Exercise Number of Shares Expiration
Subject to Option Price Exercisable Date
----------------- -------- ---------------- ----------
97,934 $10.00 97,934 May 1998
100,000 $18.95 60,000 June 2000
30,000 $21.88 6,000 May 2003
30,000 $20.40 0 December 2003
The Company has reserved 500,000 shares of common stock for
9
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issuance under a Stock Incentive Plan effective March 1, 1991.
Under the terms of the plan, officers and key management
employees can receive either common stock or cash in specified
amounts depending upon the financial performance of the
Company measured over a four-year period ending February 28,
1995. As of the last day of May 1994, no shares had been
issued. Since inception of the plan, the Board has approved
a total award of approximately 106,000 shares. The Board
terminated the Stock Incentive Plan effective February 28,
1994, with the shares previously awarded to be paid in March
1995.
4. PROVISION FOR INCOME TAXES
The provision for income taxes was computed using an estimated
annual effective tax rate of 38.3% for the three months ended
the last day of May 1993 and 39.2% for the three months ended
the last day of May 1994.
5. CONTINGENCY
In December 1991, a fire occurred at the Company's Kansas
City, Kansas underground warehouse facility. As a result of
the fire, certain lawsuits were filed and, in February 1994,
the Company received, from the United States Attorney for the
District of Kansas, a claim on behalf of the United States
Department of Agriculture (the USDA) of approximately $67.3
million for fire-related damage to USDA food-stuffs stored and
equipment utilized at the Company's Kansas City, Kansas
facility.
In March 1994, the Company settled all of the material
lawsuits in connection with the record storage and warehouse
receipt claims brought by third parties alleging damages as a
result of the Kansas City, Kansas warehouse fire. However,
the settlement did not include the USDA matter discussed
above. The settlement amounts were covered by the Company's
insurance policies.
The Company has also reached an agreement in principle for
settlement of the lawsuits filed by tenants of the Kansas
City, Kansas facility and their insurers. This settlement
requires no cash payment by the Company, but only an
assignment of certain insurance coverage and other claims of
the Company.
Although the Company carries substantial liability and
warehouseman's legal liability insurance, the claim submitted
by the U. S. Attorney would exceed the Company's remaining
insurance coverage by a material amount if such claim was
10
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established at trial. While the Company disputes it has any
liability with respect to the claim, there can be no assurance
that the Company will not be found liable for damages or that
the total damages resulting from the fire will not exceed its
insurance coverage. However, the Company has no reason to
believe that any amounts not covered by insurance would be
material to the consolidated financial statements. The
Company and the USDA are discussing possible settlements of
its claim.
In April 1994, the Company settled its first party claims with
its insurance carriers for business interruption losses,
property damage and out-of-pocket expenses. The Company has
not recognized any insurance proceeds in its reported
operating income, and it does not expect to do so until the
USDA claim is resolved. The settlement amounts have been used
to reduce the $5.7 million included in other receivables as of
the last day of February 1994, with the remaining amount being
classified as other current liabilities.
6. LOSS PER COMMON SHARE
Loss per common share is computed by dividing net loss, less
preferred dividend requirements, by the weighted average
number of common shares outstanding. See Exhibit 11,
Statement Re Computation of Per Share Earnings.
7. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes investments, with original
maturities of three months or less, in commercial paper
totaling approximately $16.0 million as of the last day of May
1994.
11
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- - ---------------------
NET SALES - The Company's net sales for the first quarter of
fiscal 1995 were $48.8 million, a decrease of .9% from $49.2
million for the same quarter in fiscal 1994. The decrease is
primarily related to a decrease in warehousing sales offset in
part by an increase in non-warehousing sales.
Americold's net sales for the first three months of fiscal
1994 and the first three months of fiscal 1995 are detailed in
the table below by activity:
NET SALES
(Dollars in Millions)
First Three Months First Three Months
Fiscal 1994 Fiscal 1995
---------------- ---------------- % Change
Amount % Amount % 1994 to 1995
------ --- ------ --- ------------
Storage $ 23.6 48.0% $ 22.9 46.9% (3.0)%
Handling 16.9 34.3% 16.8 34.4% (0.6)%
Freezing 1.3 2.7% 1.3 2.7% -
Leasing 1.9 3.9% 1.8 3.7% (5.3)%
Other 0.9 1.9% 0.9 1.8% -
------ ------ ------- ------ ------
Net ware-
housing
sales $ 44.6 90.8% $ 43.7 89.5% (2.0)%
Net non-
warehousing
sales 4.6 9.2% 5.1 10.5% 10.9%
------ ------ ------ ------ ------
Total net
sales $ 49.2 100.0% $ 48.8 100.0% 0.9%
====== ====== ====== ====== ======
Warehousing sales were $43.7 million in the first three months
of fiscal 1995, a decrease of 2.0% from $44.6 million in the
first three months of fiscal 1994, primarily due to a 3.0%
12
<PAGE>
decline in storage revenue. The decline in storage revenue
resulted from a 2.8% decrease in stored volume in addition to
price changes and other factors. The Company believes the
decreased storage volume is due primarily to a reduction in
certain vegetable stocks across several production warehouses.
The reduction in frozen vegetable stocks is primarily
attributable to the flooding in the Midwest in 1993. For the
first three months of fiscal 1995, 4.0 billion pounds of
product were stored compared to 4.1 billion pounds in the
comparable period in fiscal 1994.
Handling revenue decreased approximately $.1 million despite
a 4.4% increase in volume of product handled. The decrease
primarily resulted from a $.3 million decrease in
miscellaneous accessorial charges which were partially offset
by a $.2 million increase in other handling revenue. For the
first three months of fiscal 1995, 4.7 billion pounds were
handled by the Company compared with 4.5 billion pounds in the
comparable period in fiscal 1994.
The increase in handling volume relative to storage volume is
likely to continue as long as the Company's customers are able
to successfully operate with lower inventories. The trend
among customers is to increase the inventory turnover, and the
Company is experiencing an increase in turns from a turn of
6.4 in the first quarter of fiscal 1994 to 7.1 for the first
quarter of fiscal 1995.
Non-warehousing sales increased 10.9% to $5.1 million for the
first three months of fiscal 1995 from $4.6 million in the
comparable period in fiscal 1994. The increase is the result
of an increase in sales from the Americold Transportation
Systems ("ATS") unit of approximately $.2 million, and an
increase of approximately $.3 million from the quarry
operation.
The Company's net sales are seasonal. The third fiscal
quarter ending November 30 is typically the strongest sales
quarter.
COST OF SALES - Cost of sales for the first quarter of fiscal
1995 were $31.9 million, an increase of 2.0% from $31.3
million for the first quarter of fiscal 1994. Approximately
$.3 million of the approximately $.6 million increase was due
to increased activity at ATS, which operates at lower margins.
Approximately $.2 million of the increase was attributable to
increased warehouse payroll expense, resulting from the
increase in handling volume at the Company's facilities,
including the quarry.
Cost of sales as a percentage of net sales increased to 65.5%
13
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in the first quarter of fiscal 1995 from 63.7% in the first
quarter of fiscal 1994 primarily due to the increased handling
activity and the increase in non-warehousing sales which carry
lower operating margins.
SELLING AND ADMINISTRATIVE EXPENSES - Selling and
administrative expenses for the first quarter of fiscal 1995
were $6.7 million, an increase of 1.1% from $6.6 million for
the first quarter of the last fiscal year. The increase
primarily reflects an increase of approximately $.1 million in
depreciation.
INTEREST EXPENSE - Interest expense decreased to $13.7 million
for the first quarter of fiscal 1995 from $13.9 million for
the first quarter of fiscal 1994, as a result of slightly
lower overall borrowings.
LOSS - The Company's loss before income taxes, extraordinary
item and cumulative effect of accounting changes for the first
three months of fiscal 1995 was $4.1 million compared to a
loss of $3.2 million in the first three months of fiscal 1994.
The loss is primarily the result of the increase in the cost
of sales, discussed above.
FINANCIAL CONDITION
- - -------------------
LIQUIDITY - The Company relies primarily upon cash generated
by operations to service debt and fund capital expenditures.
For the first quarter of fiscal 1995, net cash flow from
operating activities as reported in the Company's consolidated
financial statements decreased to a negative $1.6 million from
$5.8 million for the first quarter of fiscal 1994. The
reduction is due primarily to changes in current assets and
current liabilities. Cash provided by operating activities
was, together with the insurance proceeds, sufficient to
provide for $2.7 million in expenditures for property, plant
and equipment. Cash at the end of the first quarter of 1995
was $22.8 million compared to $3.0 million at the end of the
first quarter of 1994.
The Company's working capital position as of the last day of
May 1994 was a negative $36.7 million. This compares to a
negative $7.5 million at fiscal 1994 year end. The decrease
in working capital was due primarily to an increase in current
maturities of long-term debt of $28.5 million, which is
approximately equal to the amount of the mandatory sinking
fund payment of $28.75 million due on the Company's
14
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subordinated debentures on May 1, 1995.
The commitment level at May 31, 1994 under the Company's bank
credit agreement was $27.5 million with a maximum of $20
million available for cash borrowing. Based on eligible
accounts receivable as of May 31, 1994, the Company had an
available credit line of $14.6 million, of which no amount was
borrowed. The Company had approximately $5.5 million of
outstanding letters of credit, principally related to leasing
commitments and workers' compensation reserves.
In light of the significant debt obligations due in fiscal
1996 through fiscal 1998, the Company continues to recognize
the need to increase operating cash flow and to obtain
alternative sources of financing. In addition, management
expects to continue to use escrowed funds as well as
additional outside borrowings to invest in new or expanded
warehouse properties. Management expects to continue this
policy as long as investment opportunities appear to add to
the Company's long-term value.
The Company's present level of cash flow from operations and
escrowed funds is expected to be sufficient to cover all
interest payments and planned capital expenditures for fiscal
1995.
CAPITAL RESOURCES - Expenditures for property, plant and
equipment for the first three months of fiscal 1995 totaled
$2.8 million. Budgeted fiscal 1995 capital expenditures total
approximately $26.7 million, including approximately $15.6
million for property expansions, and approximately $11.1
million for revenue enhancement or cost reduction expenditures
and routine replacements or betterments. A portion, related
primarily to material handling equipment, is expected to be
leased on an operating or capital lease basis. The Company's
capital expenditures are substantially discretionary.
EFFECT OF KANSAS CITY, KANSAS WAREHOUSE FIRE
- - --------------------------------------------
In December 1991, a fire occurred at the Company's Kansas
City, Kansas underground warehouse facility. As a result of
the fire, the Company's warehousing activities in Kansas City
have operated at a substantially reduced level. The Company
continues to be unable to predict its ability to return the
Kansas City, Kansas facility to normal operating volume or to
attract new tenants. See Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Effect of Kansas City, Kansas Warehouse Fire," of
the Company's Annual Report on Form 10-K, for the fiscal year
15
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ended the last day of February 1994.
EFFECT ON OPERATING EARNINGS - As a result of the fire,
operating earnings at the Kansas City, Kansas facility have
been adversely affected. The Company has settled its first
party claims with its insurance carriers for business
interruption losses, property damage and out-of-pocket
expenses. The Company has not recognized any insurance
proceeds in its reported operating income, and it does not
expect to do so until the USDA claim is resolved. The Company
has reduced the $5.7 million included in other receivables as
of the last day of February 1994 by the proceeds and has
included the remaining proceeds in other current liabilities.
POSSIBLE THIRD PARTY LIABILITY FOR STORED PRODUCT AND TENANT
CLAIMS - The Company has settled all of the material lawsuits
in connection with the record storage and warehouse receipt
claims for amounts which were covered by the Company's
insurance policies. However, the claim submitted by the USDA
to the Company for approximately $67.3 million is still
pending. The Company has also reached an agreement in
principle for settlement of the lawsuits filed by tenants of
the Kansas City, Kansas facility and their insurers. This
settlement requires no cash payment by the Company, but only
an assignment of certain insurance coverage and other claims
of the Company.
16
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is named as a defendant in
actions arising out of the normal course of its business. As
of June 30, 1994, the Company was not a party to any pending
legal proceeding that it believes to be material other than
lawsuits filed in connection with the Kansas City, Kansas
warehouse fire. Although settlement discussions are
continuing, no additional claims have been resolved since the
Company's Annual Report on Form 10-K, dated May 27, 1994, for
the fiscal year ended the last day of February 1994. See Item
1, "Legal Proceedings", Quarterly Report on Form 10-Q, dated
October 14, 1993 for the quarter ended the last day of August
1993; Item 1, "Legal Proceedings", Quarterly Report on Form
10-Q dated January 14, 1994 for the quarter ended the last day
of November 1993; and Item 3, "Legal Proceedings", Annual
Report on Form 10-K dated May 27, 1994 for the fiscal year
ended the last day of February 1994.
17
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 17, 1994, subsequent to the end of the fiscal quarter,
the annual meeting of shareholders of the Company was held.
The Company did not solicit proxies. At the meeting the
following actions were approved by the shareholders:
(a) Election of a Board of Directors for the ensuing
year consisting of Ronald H. Dykehouse, Frank
Edelstein, William A. Marquard, George E. Matelich,
James C. Pigott and Joel M. Smith.
(b) Approval of the selection of KPMG Peat Marwick as
the Company's auditors for fiscal 1995.
With respect to the election of directors, there were
3,453,600 votes cast for the election of each of the nominees
for director and no abstentions.
With respect to the approval of the selection of auditors,
there were 3,453,600 votes cast for approval and no
abstentions.
No votes were cast against the election of any of the
directors or the proposal related to the ratification of the
selection of auditors.
18
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(4) Instruments defining the rights of security
holders, including indentures
Amendment to the Amended and Restated
Investment Agreement relating to the First
Mortgage Bonds, dated May 1, 1994
(11) Statement re Computation of Per Share Earnings
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter
for which this report is filed.
19
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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.
AMERICOLD CORPORATION
/s/ Joel M. Smith
---------------------------
JOEL M. SMITH, Senior Vice President
and Chief Financial Officer
Date: July 13, 1994
20
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AMERICOLD CORPORATION
FORM 10-Q
Exhibit Index
Exhibit Page
- - ------- ----
(4) Amendment to the Amended and Restated
Investment Agreement to the First
Mortgage Bonds, dated May 1, 1994 22
(11) Statement re Computation of Per Share
Earnings 24
21
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Exhibit 4
as of May 1, 1994
Americold Corporation
7007 South West Cardinal Lane
Suite 135
Portland, Oregon 97224
Attention: Joel M. Smith
Re: Amended and Restated Investment Agreement
dated as of March 2, 1993
-----------------------------------------
Dear Sirs:
Metropolitan Life Insurance Company (the "Investor") is a
party to the Amended and Restated Investment Agreement dated as of
March 2, 1993 (the "Investment Agreement") with Americold
Corporation (the "Company") and the holder of $150,000,000
aggregate principal amount of the 11.45% First Mortgage Bonds,
Series A, due 2002 (the "Series A Bonds") issued by the Company
under an Amended and Restated Indenture dated as of March 9, 1993
(the "Indenture") between the Company and Shawmut Bank Connecticut,
National Association, as Trustee.
As a party to the Investment Agreement and as holder of the
Series A Bonds, the Investor hereby agrees that the Investment
Agreement shall be amended by this agreement (the "Amendment") as
follows:
1. The second line of the table contained in Section 6(e) of
the Investment Agreement (referring to the Company's fiscal year
ended February 1995) shall be amended to read as follows:
"Fiscal Year Ended February Ratios
--------------------------- ------
1995 0.96 to 1.00"
2. Clause (y) of Section 6(h)(i) of the Investment Agreement
shall be deleted in its entirety and the following substituted
therefor:
"(y) purchase, repurchase, redeem, defease or otherwise
acquire or retire for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any
Subordinated Debt (other than the purchase, repurchase or
other acquisition of Subordinated Debt purchased in
anticipation of and used for satisfying a sinking fund
obligation, principal installment or final maturity, in each
case due within 90 days of the date of acquisition; provided,
22
<PAGE>
however, that no such purchase, repurchase or other
acquisition of Subordinated Debt shall be made during the
period from and including January 31, 1995 to and including
February 28, 1995 without the prior written consent of the
Investor) or"
3. Except as so amended by this Amendment, the Investment
Agreement is in all respects ratified and confirmed and all
provisions thereof shall be given full force and effect as if they
were set forth herein in their entirety; and all references in the
Indenture to the Investment Agreement shall mean the Investment
Agreement as so amended by this Amendment.
This Amendment shall be of no force or effect unless and until
you have returned to the undersigned a counterpart hereof executed
by you at the foot hereof.
Very truly yours,
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jacqueline D. Jenkins
-----------------------------
Name: Jacqueline D. Jenkins
Title: Assistant Vice President
AGREED TO AND ACCEPTED:
AMERICOLD CORPORATION
By /s/ Lon V. Leneve
-------------------------
Name: Lon V. Leneve
Title: Vice President and Treasurer
2
23
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Exhibit 11
AMERICOLD CORPORATION
STATEMENT RE COMPUTATION OF
PER SHARE EARNINGS
(In thousands, except per share data)
Three months Three months
ended the ended the
last day of last day of
May 1993 May 1994
------------- -------------
(Unaudited) (Unaudited)
Net loss $ (70,769) $ (2,716)
Less: total
accrued preferred
dividend
(4,386 shares x
13.25% x 3/12 yr) (145) -
(4,967 shares x
11.50% x 3/12 yr) - (143)
--------- ---------
Net loss for per
share calculation $ (70,914) $ (2,859)
--------- ---------
Weighted average
number of shares
outstanding 4,851 4,864
--------- ---------
Net loss
per share $ (14.62) $ (0.59)
--------- ---------
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