<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 August 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 September 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 8
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 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
EXHIBIT INDEX 19
2<PAGE> PART I - Financial Information
Item 1. Financial Statements
AMERICOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
Last day of February 1994 and August 1994
(In thousands, except share data)
<TABLE>
<CAPTION>
Last day of Last day of
February 1994 August 1994
------------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (notes 5 and 7) $ 3,892 $ 24,122
Trade receivables, net 16,702 21,908
Other receivables, net (note 5) 8,351 889
Prepaid expenses 3,972 3,094
Other current assets 1,919 1,818
----------- ----------
Total current assets 34,836 51,831
Property, plant and equipment, less accumulated depreciation
of $138,681 and $148,720, respectively 375,772 373,379
Cost in excess of net assets acquired, less accumulated
amortization of $17,230 and $18,498 respectively 82,563 81,295
Other noncurrent assets 35,532 34,242
----------- ----------
Total assets $ 528,703 $ 540,747
=========== ==========
LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 5,450 $ 6,865
Accrued interest 17,334 17,382
Accrued expenses 7,512 9,741
Deferred revenue 4,772 5,691
Current maturities of long-term debt 2,281 30,950
Other current liabilities (note 5) 4,944 20,544
---------- ----------
Total current liabilities 42,293 91,173
Long-term debt, less current maturities 467,337 438,487
Deferred income taxes 104,558 102,580
Other noncurrent liabilities 11,744 9,915
---------- ----------
Total liabilities 625,932 642,155
---------- ----------
Preferred stock, $100 par value; authorized 1,000,000 shares;
issued and outstanding 49,672 shares (note 6) 5,348 5,650
---------- ----------
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) (156,134)
Equity adjustment to recognize minimum pension liability (55) (55)
---------- ----------
Total common stockholders' deficit (102,577) (107,058)
---------- ----------
3
<PAGE>
Total liabilities, preferred stock and
common stockholders' deficit $ 528,703 $ 540,747
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and six months ended last day of August 1993 and 1994
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months Six Months Six months
ended ended ended ended
last day of last day of last day of last day of
August 1993 August 1994 August 1993 August 1994
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net sales $ 49,713 $ 53,312 $ 98,895 $ 102,064
---------- ---------- ---------- ----------
Operating expenses:
Cost of sales 30,413 34,901 61,726 66,833
Amortization of cost in excess of
net assets acquired 633 634 1,266 1,269
Selling and administrative expenses 7,019 6,379 13,603 13,033
--------- --------- --------- ---------
Total operating expenses 38,065 41,914 76,595 81,135
--------- --------- --------- ---------
Gross operating margin 11,648 11,398 22,300 20,929
--------- --------- --------- ---------
Other (expense) income:
Interest expense (13,731) (13,814) (27,667) (27,558)
Other, net (149) 318 (112) 472
--------- --------- --------- ---------
Total other expense (13,880) (13,496) (27,779) (27,086)
--------- --------- --------- ---------
Loss before income taxes, extraordinary item
and cumulative effect of accounting
principle changes (2,232) (2,098) (5,479) (6,157)
(Provision) Benefit for income taxes (note 4) (480) 634 (220) 1,977
--------- --------- --------- ---------
Net loss before extraordinary item and
cumulative effect of accounting
principle changes (2,712) (1,464) (5,699) (4,180)
Extraordinary item, net of income tax
benefit of $1,192 - - (1,848) -
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 $ (2,712) $ (1,464) $ (73,481) $ (4,180)
========= ========= ========= =========
Loss per common share (note 6)
Loss before extraordinary item and
cumulative effect of accounting principle
changes $ (0.59) $ (0.33) $ (1.23) $ (0.92)
Extraordinary item - - (0.39) -
5
<PAGE>
Cumulative effect of accounting principle
changes:
Income taxes - - (13.10) -
Postretirement benefits other than
pensions - - (0.49) -
--------- --------- --------- ---------
Net loss per common share $ (0.59) $ (0.33) $ (15.21) $ (0.92)
========= ========= ========= =========
Weighted average number of shares
outstanding 4,851 4,864 4,851 4,864
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> AMERICOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended last day of August 1993 and 1994
(In thousands)
<TABLE>
<CAPTION>
Six months Six months
ended last ended last
day of day of
August 1993 August 1994
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (73,481) $ (4,180)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 9,623 10,159
Amortization and other noncash expenses 2,650 2,511
Changes in assets and liabilities 6,896 (2,281)
Provision for deferred taxes (2,665) (1,977)
Cumulative effect of accounting principle changes 65,934 -
Write-off of unamortized issuance costs 3,040 -
--------- ---------
Net cash provided by operating activities 11,997 4,232
--------- ---------
Cash flows from investing activities:
Net expenditures for property, plant
and equipment (4,934) (7,739)
Proceeds from insurance policies and other items, net (1,055) 23,873
--------- ---------
Net cash provided (used) by investing activities (5,989) 16,134
--------- ---------
Cash flows from financing activities:
Net payments under credit agreement (5,583) -
Principal payments under capitalized
lease and other debt obligations (1,284) (889)
Net proceeds, excluding escrowed amounts, from sale
of mortgage bonds 150,000 -
Retirement of mortgage bonds (150,000) -
Release of escrowed funds 4,233 753
--------- ---------
Net cash used by financing activities (2,634) (136)
--------- ---------
Net increase in cash and cash equivalents 3,374 20,230
Cash and cash equivalents at beginning of period 2,449 3,892
--------- ---------
Cash and cash equivalents at end of period $ 5,823 $ 24,122
========= =========
Supplemental disclosure of cash flow information:
Cash paid year-to-date for interest,
net of amounts capitalized $ 20,355 $ 26,847
========= =========
Capital lease obligations incurred to lease new equipment $ 806 $ 269
========= =========
Cash paid during the year for income taxes $ 139 $ 28
========= =========
Bond proceeds placed in escrow $ 22,284 $ -
========= =========
</TABLE>
7
<PAGE>
See accompanying notes to consolidated financial statements.
8
<PAGE>
AMERICOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PRINCIPLES OF CONSOLIDATION
The consolidated balance sheet as of the last day of August
1994; the related consolidated statements of operations for
the six months ended the last day of August 1993 and August
1994; and the related consolidated statements of cash flows
for the six months ended the last day of August 1993 and
August 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
August 1994 follows:
Number of Shares Exercise Number of Shares Expiration
Subject to Option Price Exercisable Date
----------------- -------- ---------------- ----------
93,795 $10.00 93,795 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 had reserved 500,000 shares of common stock for
issuance under a Stock Incentive Plan effective March 1, 1991.
9
<PAGE>
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 August 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
suspended 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 39.2%.
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) for approximately $67.3
million for fire-related damage to USDA food-stuffs stored and
equipment damaged 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. The
settlement amounts were covered by the Company's insurance
carriers. However, the settlement did not include the USDA
claim discussed above.
Although the Company carries substantial liability and
warehouseman's legal liability insurance, the claim submitted
on behalf of the USDA would exceed the Company's remaining
insurance coverage by a material amount if such claim was
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 present
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 settlement of
the USDA claim.
10
<PAGE>
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 other receivables recorded as of the last day of
February 1994 by $5.7 million, with the remaining amount being
classified as other current liabilities.
The Company has made a proposal to the Trustee under the
Indenture related to its First Mortgage Bonds to substitute
approximately $4.8 million in cash as collateral for the
property lost at the Kansas City, Kansas warehouse facility,
although no agreement has been reached for such substitution.
The Company has not reclassified any cash balance for the
possible payment.
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 $22.4 million as of the last day of
August 1994.
11
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
SECOND QUARTER RESULTS - Net sales for the second quarter of
fiscal 1995 were $53.3 million, an increase of 7.2% from $49.7
million for the same quarter last fiscal year. The increase
is primarily related to an increase in warehousing sales.
Warehousing sales in the quarter have increased 5.5% from the
corresponding quarter in fiscal 1994 due to an 6.9% increase
in handling revenue and a 3.3% increase in storage revenue.
Non-warehousing sales have increased 29.7% from the
corresponding quarter in fiscal 1994.
Cost of sales for the second quarter of fiscal 1995 were $34.9
million, an increase of 14.8% from $30.4 million for the same
quarter last fiscal year. The increase is primarily related
to increased handling volume and increased non-warehousing
sales which result in lower operating margins. In addition,
during the second quarter of fiscal 1994, the Company reduced
its reserve for workers' compensation expense for fiscal 1994
by approximately $1.0 million. The reduction was due to
reduced claims for the first two quarters of fiscal 1994.
Excluding the adjustment of the workers' compensation reserve
in the prior year, cost of sales for the second quarter of
fiscal 1995 would have increased by only 12.9% over the same
quarter in the last fiscal year.
SIX MONTHS RESULTS - The Company's net sales for the first two
quarters of fiscal 1995 were $102.1 million, an increase of
3.2% from $98.9 million for the corresponding period in fiscal
1994.
Americold's net sales for the first six months of fiscal 1994
and the first six months of fiscal 1995 are detailed in the
table below by activity:
NET SALES
(Dollars in Millions)
First Six Months First Six Months
Fiscal 1994 Fiscal 1995
----------- ----------- % Change
Amount % Amount % 1994 to 1995
------ --- ------ --- ------------
12
<PAGE>
Storage $ 48.0 48.6% $ 48.1 47.1% 0.2 %
Handling 32.9 33.3% 33.9 33.2% 3.1 %
Freezing 3.8 3.8% 4.6 4.5% 21.1 %
Leasing 3.8 3.8% 3.5 3.4% (7.9)%
Other 1.8 1.8% 1.8 1.8% -
------ ----- ------ ----- -------
Net ware-
housing
sales $ 90.3 91.3% $ 91.9 90.0% 1.8 %
Net non-
warehousing
sales 8.6 8.7% 10.2 10.0% 18.6 %
------ ------- ------ ----- -----
Total net
sales $ 98.9 100.0% $102.1 100.0% 3.2 %
====== ====== ====== ====== =====
Warehousing sales were $91.9 million in the first six months
of fiscal 1995, an increase of 1.8% from $90.3 million in the
first six months of fiscal 1994. Storage revenue increased
0.2%, primarily due to a 0.5% increase in stored volume
combined with price changes and other factors. The slight
increase in storage volume is due primarily to the increased
storage of fruits and vegetables. The increase in vegetables
is primarily attributable to the partial recovery this year
from the flooding in the Midwest in 1993. For both periods,
approximately 8.6 billion pounds of product were stored.
Handling revenue increased approximately $1.0 million as a
result of an 8.9% increase in volume of product handled. For
the first six months of fiscal 1995, 9.7 billion pounds were
handled by the Company compared with 9.0 billion pounds in the
comparable period in fiscal 1994. The Company receipted 11.0%
more product during the first six months of fiscal 1995 than
in the corresponding period in fiscal 1994. In addition, the
Company released 6.8% more product during the first six months
in fiscal 1995 than in the same period in fiscal 1994 as the
Company's customers replenished distribution channels.
Non-warehousing sales increased 18.6% to $10.2 million for the
first six months of fiscal 1995 from $8.6 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, which provides shipping programs and
transportation services, of approximately $1.3 million.
The Company's net sales are seasonal. The third fiscal
quarter ending November 30 is typically the strongest sales
quarter.
13
<PAGE>
COST OF SALES - Cost of sales for the first two quarters of
fiscal 1995 were $66.8 million, an increase of 8.3% from $61.7
million for the first two quarters of fiscal 1994.
Approximately $1.5 million of the approximately $5.1 million
increase was due to increased activity at ATS, which operates
at significantly lower margins than does warehousing
operations. Approximately $2.1 million of the increase was
attributable to increased warehouse payroll expense, resulting
from the increase in handling volume at the Company's
facilities. Approximately $.6 million is due to increased
depreciation.
Cost of sales as a percentage of net sales increased to 65.5%
in the first two quarters of fiscal 1995 from 62.4% in the
first two quarters of fiscal 1994, primarily due to the
increased handling activity and the increase in non-
warehousing sales which carry significantly lower operating
margins.
SELLING AND ADMINISTRATIVE EXPENSES - Selling and
administrative expenses for the first two quarters of fiscal
1995 were $13.0 million, a decrease of 4.2% from $13.6 million
for the first two quarters of the last fiscal year. The
decrease primarily reflects a decrease of approximately $.4
million in salaries and related fringe benefits, meeting and
travel, and professional fees.
INTEREST EXPENSE - Interest expense decreased to $27.6 million
for the first two quarters of fiscal 1995 from $27.7 million
for the first two quarters 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
six months of fiscal 1995 was $6.2 million compared to a loss
of $5.5 million in the first six 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 two quarters of fiscal 1995, net cash flow from
operating activities as reported in the Company's consolidated
financial statements decreased to $4.2 million from $12.0
14
<PAGE>
million for the first two quarters of fiscal 1994. The
reduction is due primarily to an increase in working capital,
principally trade receivables. Cash provided by operating
activities was, together with the insurance proceeds,
sufficient to provide for $7.7 million in expenditures for
property, plant and equipment during the six month period.
Cash and cash equivalents at the end of the second quarter of
fiscal 1995 was $24.1 million compared to $3.9 million at the
end of the second quarter of fiscal 1994 due to the receipt of
insurance proceeds in a more recent period.
The Company has made a proposal to the Trustee under the
Indenture related to its First Mortgage Bonds to substitute
approximately $4.8 million in cash as collateral for the
property lost at the Kansas City, Kansas warehouse facility,
although no agreement has been reached for such substitution.
The Company has not reclassified any cash balance for the
possible payment.
The Company's working capital position as of the last day of
August 1994 was a negative $39.3 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 $28.75 million, which is
approximately equal to the amount of the mandatory sinking
fund payment of $28.75 million due on the Company's
subordinated debentures on May 1, 1995.
The commitment level at August 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 August 31, 1994, the Company had an
available credit line of $17.2 million, of which no amount was
borrowed. The Company had approximately $6.0 million of
outstanding letters of credit, principally related to leasing
commitments and workers' compensation reserves.
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 the
remainder of fiscal 1995. The Company's current and
forecasted cash position, however, will require that the
Company obtain incremental financing or arrange re-financing
to meet its mandatory sinking fund payment of $28.75 million
on its subordinated debenture obligation in May 1995, without
relying principally on use short-term bank financing. The
Company is currently exploring several alternative sources of
funds. 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.
15
<PAGE>
CAPITAL RESOURCES - Expenditures for property, plant and
equipment for the first six months of fiscal 1995 totaled $8.6
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
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. In February 1994, the Company received, from the
United States Attorney for the District of Kansas, a claim on
behalf of the USDA for approximately $67.3 million for fire-
related damage to USDA food-stuffs stored and equipment
damaged at the Company's Kansas City, Kansas facility. 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
other receivables recorded as of the last day of February1994
by $5.7 million of the proceeds and has included the remaining
proceeds in other current liabilities. While the Company has
received proceeds from its insurance carriers, no allocation
has been made to the different coverages, including business
interruption.
16
<PAGE>
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
stillpending. The Company has also settled the lawsuits filed
by tenants of the Kansas City, Kansas facility and their
insurers. These settlements required no cash payment by the
Company, but only an assignment of certain insurance coverage
and other claims of the Company. The Company has no present
reason to believe that any amounts not covered by insurance
would be material.
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. The
Company has settled all of the material lawsuits in connection
with the records storage and warehouse receipt claims and the
lawsuits filed by the tenants of the Kansas City, Kansas
facility as a result of the fire. As of September 30, 1994,
the Company was not a party to any pending legal proceeding
that it believes to be material, other than the claim filed on
behalf of the USDA related to the Kansas City, Kansas
warehouse fire. See Item 2, "Management's Discussion and
Analysis of Financial Condition and Results of Operations,
Effect of Kansas City, Kansas Warehouse Fire".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11) Statement re Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter
for which this report is filed.
17
<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.
AMERICOLD CORPORATION
/s/ Joel M. Smith
---------------------------
JOEL M. SMITH, Senior Vice President
and Chief Financial Officer
Date: October 13, 1994
18
<PAGE>
AMERICOLD CORPORATION
FORM 10-Q
Exhibit Index
Exhibit Page
- ------- ----
(11) Statement re Computation of Per Share 20
Earnings
(27) Financial Data Schedule 21
19
<PAGE>
Exhibit (11)
AMERICOLD CORPORATION
STATEMENT RE COMPUTATION OF
PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months Three months Six Months Six months
ended ended ended ended
last day of last day of last day of last day of
August 1993 August 1994 August 1993 August 1994
----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<C> <C> <C> <C>
Net loss $ (2,712) $ (1,464) $(73,481) $ (4,180)
Less: total accrued preferred dividend
(4,386 shares x 13.25% x 1/12 yr) (48) - - -
(4,386 shares x 13.25% x 4/12 yr) - - (194) -
(4,386 shares x 11.50% x 2/12 yr) (84) - (84) -
(4,967 shares x 11.50% x 1/12 yr) - (48) - -
(4,967 shares x 11.50% x 4/12 yr) - - - (190)
(4,967 shares x 13.50% x 2/12 yr) - (112) - (112)
------- ------- ------- -------
Net loss for per share calculation $ (2,844) $ (1,624) $(73,759) $ (4,482)
======= ======= ======= =======
Weighted average number of shares
outstanding 4,851 4,864 4,851 4,864
======= ======= ======= =======
Net loss per share $ (0.59) $ (0.33) $ (15.21) $ (0.92)
======= ======= ======= =======
</TABLE>
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM AMERICOLD CORPORATION'S FINANCIAL STATEMENTS CONTAINED IN
ITS QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDING AUGUST
31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> AUG-31-1994
<CASH> 24,122<F1>
<SECURITIES> 0
<RECEIVABLES> 21,908
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,831
<PP&E> 522,099
<DEPRECIATION> 148,720
<TOTAL-ASSETS> 540,747
<CURRENT-LIABILITIES> 91,173
<BONDS> 438,827
<COMMON> 49<F2>
5,650<F3>
0
<OTHER-SE> (107,107)<F2>
<TOTAL-LIABILITY-AND-EQUITY> 540,747
<SALES> 102,064
<TOTAL-REVENUES> 102,064
<CGS> 66,833
<TOTAL-COSTS> 81,135
<OTHER-EXPENSES> (472)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,558
<INCOME-PRETAX> (6,157)
<INCOME-TAX> (1,977)<F4>
<INCOME-CONTINUING> (4,180)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,180)
<EPS-PRIMARY> (0.92)<F3>
<EPS-DILUTED> (0.92)<F3>
<FN>
<F1>See Notes 5 and 7 to Notes to Consolidated Financial Statements
<F2>See Note 3 to Notes to Consolidated Financial Statements
<F3>See Note 6 to Notes to Consolidated Financial Statements
<F4>See Note 4 to Notes to Consolidated Financial Statements
21
</FN>
</TABLE>
