SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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 0-15661
AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 36-0724340
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
1500 West Shure Drive, Suite 500, Arlington Heights, Illinois 60004-7803
(Address of principal executive offices) (Zip Code)
(847) 394-8730
(Registrant's telephone number, including area code)
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 20, 1998
(Common stock, $.01 par value) 27,084,284
<PAGE>
AMCOL INTERNATIONAL CORPORATION
INDEX
Part I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet -
September 30, 1998 and December 31, 1997 1
Condensed Consolidated Statement of Operations -
nine months and three months ended September 30, 1998
and 1997 2
Condensed Consolidated Statement of Cash Flows -
nine months ended September 30, 1998 and 1997 3
Notes to Condensed Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II - Other Information
Item 6 Exhibits and Reports on Form 8-K 13
<PAGE>
Part I, Item I - FINANCIAL INFORMATION
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
--------------------- -------------------
Current assets: *
<S> <C> <C>
Cash and cash equivalents $ 5,977 $ 3,077
Accounts receivable, net 102,757 89,611
Inventories 54,068 49,389
Prepaid expenses 5,459 5,109
Current deferred tax asset 3,068 3,084
Total current assets 171,329 150,270
Investment in and advances to joint ventures 4,557 3,035
Property, plant, equipment and mineral reserves 319,064 318,475
Less accumulated depreciation 149,354 143,151
169,710 175,324
Intangible assets, net 16,573 18,101
Other long-term assets, net 1,549 4,279
$ 363,718 $ 351,009
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of debt $ 19,441 $ 15,024
Accounts payable 25,991 24,902
Accrued liabilities 34,510 27,315
Total current liabilities 79,942 67,241
Long-term debt 91,658 94,425
Deferred credits and other liabilities 13,656 13,400
Stockholders' equity:
Common stock 320 320
Additional paid-in capital 75,872 75,939
Foreign currency translation adjustment (895) (1,749)
Retained earnings 122,680 111,588
Treasury stock (19,515) (10,155)
178,462 175,943
$ 363,718 $ 351,009
</TABLE>
*Condensed from audited financial statements.
The accompanying notes are an integral part of these
condensed financial statements.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except number of shares and per share data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------------- ----------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ 384,596 $ 347,538 $ 137,404 $ 126,130
Cost of sales 303,874 273,683 107,302 97,789
Gross profit 80,722 73,855 30,102 28,341
General, selling and administrative
expenses 49,973 43,830 18,189 15,086
Operating profit 30,749 30,025 11,913 13,255
Other income (expense):
Interest expense, net (5,796) (6,580) (1,795) (2,220)
Other income, net (126) (548) 309 32
(5,922) (7,128) (1,486) (2,188)
Income before income taxes 24,827 22,897 10,427 11,067
Income taxes 8,938 8,472 3,754 4,097
Net income $ 15,889 $ 14,425 $ 6,673 $ 6,970
Weighted average common shares 28,201,685 28,483,408 27,903,626 28,426,228
Weighted average common and
common equivalent shares 28,737,153 29,100,846 28,345,811 29,007,030
Earnings per share
Basic $ .56 $ .51 $ .24 $ .25
Diluted $ .55 $ .50 $ .24 $ .24
Dividends declared per share $ .17 $ .153 $ .06 $ .053
</TABLE>
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------------------------
1998 1997
-------------------- --------------------
Cash flow from operating activities:
<S> <C> <C>
Net income $ 15,889 $ 14,425
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion, and amortization 24,567 23,234
Other 1,814 (82)
Increase in current assets (19,653) (780)
Increase in current liabilities 8,284 7,248
Net cash provided by operations 30,901 44,045
Cash flow from investing activities:
Acquisition of land, mineral reserves,
depreciable and intangible assets (26,269) (21,810)
Sale of product line and mineral reserves 13,176 -
Other (2,334) (1,548)
Net cash used in investing activities (15,427) (23,358)
Cash flow from financing activities:
Net change in outstanding debt 1,650 (10,404)
Dividends paid (4,797) (4,362)
Treasury stock transactions (9,427) (2,310)
Net cash used in financing activities (12,574) (17,076)
Net increase in cash and cash equivalents 2,900 3,611
Cash and cash equivalents at beginning of period 3,077 3,054
Cash and cash equivalents at end of period $ 5,977 $ 6,665
Supplemental Disclosure of Cash Flows Information
Actual cash paid for:
Interest $ 5,306 $ 5,450
Income taxes $ 5,478 $ 5,641
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
Note 1: BASIS OF PRESENTATION
The financial information included herein, other than the condensed
consolidated balance sheet as of December 31, 1997, has been prepared by
management without audit by independent certified public accountants who do not
express an opinion thereon. The condensed consolidated balance sheet as of
December 31, 1997, has been derived from and does not include all the
disclosures contained in the audited consolidated financial statements for the
year ended December 31, 1997. The information furnished herein includes all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results of the interim period, and all such adjustments are of
a normal recurring nature. Management recommends the accompanying consolidated
financial information be read in conjunction with the consolidated financial
statements and related notes included in the Company's 1997 Form 10-K which
accompanies the 1997 Corporate Report.
The results of operations for the nine-month period ended September 30,
1998, are not necessarily indicative of the results to be expected for the full
year.
Note 2: INVENTORIES
Inventories at September 30, 1998, have been valued using the same methods
as at December 31, 1997. The composition of inventories at September 30, 1998,
and December 31, 1997, was as follows:
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
----------------------- -----------------------
<S> <C> <C>
Crude stockpile and in-process inventories $ 39,050 $ 34,675
Other raw material, container and supplies inventories 15,018 14,714
$ 54,068 $ 49,389
</TABLE>
Note 3: EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding. Diluted earnings per share is
computed by dividing the net income by the weighted average common shares
outstanding after consideration of the dilutive effect of stock options
outstanding at the end of each period. The 1997 number of shares and earnings
per share have been restated to reflect the three-for-two stock split in
December 1997 and the adoption of SFAS No. 128.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)
(continued)
Note 4: DERIVATIVES
From time to time, the Company uses financial derivatives, principally
swaps, forward contracts and options in its management of foreign currency and
interest rate exposures. These contracts hedge transactions and balances for
periods consistent with the company's committed exposures. As of September 30,
1998, the only derivatives outstanding were related to foreign currency hedging
and an interest rate swap with a notional amount on $15 million of the
outstanding revolving credit.
Note 5: COMPREHENSIVE INCOME
During 1998, the Company adopted Statement of Financial Accounting
Standards ('SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130
establishes standards for the reporting and display of comprehensive income and
its components (revenues, expenses, gains and losses) in a full set of general
purpose financial statements, and requires a total for comprehensive income to
be provided in condensed financial statements of interim periods. Comprehensive
income includes all changes in stockholders' equity during the period except
those relating from investments by owners and distributions to owners.
Comprehensive income for the three- and nine-month periods ended September 30,
1998 and 1997, consisted of the following:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income $ 15,889 $14,425 $ 6,673 $6,970
Other comprehensive income
Foreign currency translation adjustment 854 (4,757) 608 (2,808)
Comprehensive income $ 16,743 $ 9,668 $ 7,281 $ 4,162
</TABLE>
<PAGE>
Item II - AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying condensed
consolidated financial statements.
Nine Months Ended September 30, 1998 vs. 1997
Net sales increased by $37.1 million, or 10.7%. Gross profit increased by
$6.9 million, or 9.3%. Operating profit increased by $.7 million, or 2.4%. Net
interest expense decreased by $.8 million, or 11.9%. The effective tax rate for
1998 was 36% compared with 37% in the prior year. Earnings were $.55 per diluted
share for the 1998 period, compared with $.50 per diluted share for the
prior-year period on 1.2% fewer weighted average shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 160,625 100.0% $ 141,668 100.0% $ 18,957 13.4%
Cost of sales 127,763 79.5% 111,997 79.1%
Gross profit 32,862 20.5% 29,671 20.9% 3,191 10.8%
General, selling and
administrative expenses 9,374 5.8% 8,952 6.3% 422 4.7%
Operating profit 23,488 14.7% 20,719 14.6% 2,769 13.4%
</TABLE>
Revenues increased by $19.0 million, or 13.4%, over the prior year.
Approximately 65% of the revenue growth was acquisition related. Gross profit
margins decreased by 40 basis points, primarily as a result of the lower margins
associated with the acquired sales.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Minerals (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 122,959 100.0% $ 117,647 100.0% $ 5,312 4.5%
Cost of sales 101,906 82.9% 97,930 83.2%
Gross profit 21,053 17.1% 19,717 16.8% 1,336 6.8%
General, selling and
administrative expenses 13,545 11.0% 11,721 10.0% 1,824 15.6%
Operating profit 7,508 6.1% 7,996 6.8% (488) (6.1%)
</TABLE>
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Sales increased by $5.3 million, or 4.5%, from the prior-year period.
Increased sales from overseas operations accounted for all of the growth over
the prior year period, offsetting decreased domestic sales resulting from the
sale of the fullers' earth business in April, 1998. Much of the overseas sales
growth came from an acquired cat litter business in the United Kingdom, which
has yet to be profitable. Overall gross profit margins improved by 30 basis
points. Domestic margin improvement was offset by significant margin erosion
associated with the current U.K. cat litter production difficulties. General,
selling and administrative expenses in the international markets, including the
U.K., have increased, offsetting cost reductions made domestically.
On April 20, 1998, the Company sold its Mounds, IL, plant and mineral
reserves, as well as its other fullers' earth reserves in Paris, TN, and Rock
Springs, NV. The expected loss of sales of approximately $15 million per year
has had no adverse impact on the operating profit of the domestic cat litter
business. The Company will no longer sell fullers' earth minerals domestically
as agricultural carriers, oil and grease absorbents or traditional cat litter,
other than to the specialty pet and farm and fleet markets.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Environmental (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 77,420 100.0% $ 66,524 100.0% $10,896 16.4%
Cost of sales 53,369 68.9% 44,782 67.3%
Gross profit 24,051 31.1% 21,742 32.7% 2,309 10.6%
General, selling and
administrative expenses 16,850 21.8% 13,492 20.3% 3,358 24.9%
Operating profit 7,201 9.3% 8,250 12.4% (1,049) (12.7%)
</TABLE>
Sales increased by $10.9 million, or 16.4%, over the prior year, with
approximately 50% of the increase coming from overseas acquisitions. Gross
profit margins declined by 160 basis points, primarily as a result of less
favorable domestic product mix. General, selling and administrative expenses
increased by $3.4 million, or 24.9%, reflecting the higher international
marketing and expanded international infrastructure.
Cost reduction steps have been made to bring selling, general and
administrative expenses in line with the lower rate of sales growth and lower
gross profit margins. The impact of these measures will be realized in future
quarters.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Transportation (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 23,592 100.0% $ 21,699 100.0% $ 1,893 8.7%
Cost of sales 20,836 88.3% 18,974 87.4%
Gross profit 2,756 11.7% 2,725 12.6% 31 1.1%
General, selling and
administrative expenses 1,522 6.5% 1,515 7.0% 7 .5%
Operating profit 1,234 5.2% 1,210 5.6% 24 2.0%
</TABLE>
Revenues increased $1.9 million, or 8.7%. Gross profit margins declined by
110 basis points as a result of lower aggregate brokerage volumes and margins.
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Corporate (Dollars in Thousands) $ Change % Change
General, selling and
<S> <C> <C> <C> <C>
administrative expenses $ 8,682 $ 8,150 $ 532 6.5%
Operating loss (8,682) (8,150) (532) 6.5%
</TABLE>
Corporate costs include management information systems, human resources,
investor relations and corporate communications, corporate finance and corporate
governance costs. The start-up of the nanocomposite business is also included in
the corporate costs.
Three Months Ended September 30, 1998 vs. 1997
Net sales increased by $11.3 million, or 8.9%, while gross profit increased
by $1.8 million, or 6.2%. However, operating profit was $1.3 million, or 10.1%,
lower than the previous year period. The lower operating profit was entirely
attributable to change in the results of the U.K. minerals operation. Net
interest expense was $.4 million, or 19.1% lower than the prior year quarter.
The effective income tax rate in 1998 was 36% compared with 37% in the prior
year period. Diluted earnings were $.24 per share for the 1998 quarter compared
with $.24 per diluted share for the prior-year quarter on 2.3% fewer weighted
average shares outstanding.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 53,922 100.0% $ 51,466 100.0% $ 2,456 4.8%
Cost of sales 42,315 78.5% 40,218 78.1%
Gross profit 11,607 21.5% 11,248 21.9% 359 3.2%
General, selling and
administrative expenses 3,213 6.0% 3,332 6.5% (119) (3.6%)
Operating profit 8,394 15.5% 7,916 15.4% 478 6.0%
</TABLE>
Revenues increased by $2.5 million, or 4.8%, over the prior-year quarter,
as a result of incremental sales from the U.K. acquisition. Gross profit margins
decreased by 40 basis points, primarily as a result of the lower margins
associated with the acquired sales. Operating margins improved from 15.4% to
15.5% as a result of cost control.
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Minerals (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 39,077 100.0% $ 39,826 100.0% $ (749) (1.9%)
Cost of sales 32,267 82.6% 32,614 81.9%
Gross profit 6,810 17.4% 7,212 18.1% (402) (5.6%)
General, selling and
administrative expenses 5,043 12.9% 3,925 9.9% 1,118 28.5%
Operating profit 1,767 4.5% 3,287 8.2% (1,520) (46.2)%
</TABLE>
Sales decreased by $.7 million, or 1.9%, over the prior-year period.
Overseas sales growth did not offset the decreased domestic sales resulting from
the fullers' earth divestiture. Gross profit margins decreased by 70 basis
points. Lower profitability from the United Kingdom minerals operation accounted
for the margin decline, as well as the $.4 million shortfall in gross profit
from the prior year quarter. The $1.1 million increase in general, selling and
administrative expenses resulted from increased overseas activities, both in
Europe and Asia.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Environmental (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 35,179 100.0% $ 27,181 100.0% $ 7,998 29.4%
Cost of sales 24,524 69.7% 18,244 67.1%
Gross profit 10,655 30.3% 8,937 32.9% 1,718 19.2%
General, selling and
administrative expenses 6,330 18.0% 4,618 17.0% 1,712 37.1%
Operating profit 4,325 12.3% 4,319 15.9% 6 .1%
</TABLE>
Sales increased by $8.0 million, or 29.4%, over the prior-year quarter,
with approximately 47% of the increase coming from acquisitions. Gross profit
margins decreased by 260 basis points, as a result of a less favorable domestic
product mix. General, selling and administrative expenses increased by $1.7
million, or 37.1%, reflecting the higher costs and increased infrastructure
associated with the overseas expansion.
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Transportation (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 9,226 100.0% $ 7,657 100.0% $ 1,569 20.5%
Cost of sales 8,196 88.8% 6,713 87.7%
Gross profit 1,030 11.2% 944 12.3% 86 9.1%
General, selling and
administrative expenses 522 5.7% 500 6.5% 22 4.4%
Operating profit 508 5.5% 444 5.8% 64 14.4%
</TABLE>
Revenues increased 20.5% and operating profits improved by 14.4%. Gross
profit margins declined as a result of increased competition in the brokerage
market.
<TABLE>
<CAPTION>
Quarter Ended September 30,
-------------------------------------------------------------------------------------
1998 1997 1998 vs. 1997
------------------------- ---------------------- ---------------------------
Corporate (Dollars in Thousands) $ Change % Change
General, selling and
<S> <C> <C> <C> <C>
administrative expenses $ 3,081 $ 2,711 $ 370 13.6%
Operating loss (3,081) (2,711) (370) 13.6%
</TABLE>
The listing fee for the New York Stock Exchange accounted for 45% of the
increase in corporate expenses.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Liquidity and Capital Resources
At September 30, 1998, the Company had outstanding debt of $111.1 million
(including both long- and short-term debt) and cash of $6.0 million compared
with $109.4 million in debt and $3.1 million in cash at December 31, 1997. The
long-term debt to total capitalization at September 30, 1998, was 33.9% compared
with 34.9% at December 31, 1997.
The Company had a current ratio of 2.14-to-1 at September 30, 1998, with
approximately $91.4 million in working capital, compared with 2.23-to-1 and
$83.0 million, respectively, at December 31, 1997.
Through September 30, 1998, the Company paid dividends of $4.8 million and
acquired property, plant and equipment totaling $26.3 million. These
expenditures, plus $9.4 million in net treasury share transactions, were funded
from operations and from the $13.1 million sale proceeds of the fullers' earth
business.
The Company had $40.1 million in unused, committed credit lines at
September 30, 1998. The Company is in the process of extending and expanding its
committed credit lines. These credit facilities, in conjunction with funds
generated from operations, are adequate to fund the capital expenditure program
approved by the board of directors at this time.
Year 2000 Issues
In 1997, the Company commenced, for all of its systems, a Year 2000 date
conversion project to address all necessary code changes, testing and
implementation. The evaluation stage is complete. The implementation phase is in
progress, with expected completion in mid-1999. Many of the Company's systems
rely on purchased software for which the Company pays a maintenance fee. The
maintenance fee covers the cost of system upgrades, including the update for
Year 2000 issues. Other conversion costs are handled in the ordinary course of
business, and are not expected to be material. Regardless of the Company's
efforts, there can be no assurances that the systems of other companies on which
the Company's operations rely will also be converted in a timely manner, or that
any such failure by another company would have an adverse impact on the
Company's systems. The Company does have a comprehensive disaster recovery plan.
Disaster recovery for financial and other strategic system is provided at
alternate locations serviced by third parties, or at Company-maintained
facilities.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Forward Looking Statements
This filing contains certain forward-looking statements regarding the
Company's expected performance for future periods and actual results for such
periods may materially differ. Such forward-looking statements are subject to
uncertainties, which include, but are not limited to, actual growth in AMCOL's
various markets, utilization of the Company's plants, customer concentration in
the absorbent polymers segment, operating costs, raw material prices, weather,
currency exchange rates, and delays in development, production and marketing of
new products, and other factors detailed from time to time in the Company's
annual report and other reports filed with the Securities and Exchange
Commission.
<PAGE>
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) See Index to Exhibits immediately following the signature page.
(b) No reports on Form 8-K have been filed during the quarter ended September
30, 1998.
<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.
AMCOL INTERNATIONAL CORPORATION
Date: October 21, 1998 /s/ John Hughes
John Hughes
Chairman and Chief Executive Officer
Date: October 21, 1998 /s/ Paul G. Shelton
Paul G. Shelton
Senior Vice President and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
3.1 Restated Certificate of Incorporation of the Company (5), as amended (10),
as amended (16)
3.2 Bylaws of the Company (10)
4 Article Four of the Company's Restated Certificate of Incorporation (5), as
amended (16)
10.1 AMCOL International Corporation 1983 Incentive Stock Option Plan (1); as
amended (3)
10.2 Executive Medical Reimbursement Plan (1)
10.3 Lease Agreement for office space dated September 29, 1986, between the
Company and American National Bank and Trust Company of Chicago; (1) First
Amendment dated June 2, 1994 (8); Second Amendment dated June 2, 1997 (13)
10.4 AMCOL International Corporation 1987 Non-Qualified Stock Option Plan (2);
as amended (6)
10.5 Change in Control Agreement dated April 1, 1997, by and between Registrant
and John Hughes (12)
10.6 Change in Control Agreement dated April 1, 1997, by and between Registrant
and Paul G. Shelton (12)
10.7 Change in Control Agreement dated February 16, 1998, by and between
Registrant and Lawrence E. Washow (14)
10.8 Change in Control Agreement dated February 7, 1996, by and between
Registrant and Roger P. Palmer (10)
10.9 Change in Control Agreement dated April 1, 1997, by and between Registrant
and Peter L. Maul (12)
10.10AMCOL International Corporation Dividend Reinvestment and Stock Purchase
Plan (4); as amended (6)
10.11AMCOL International Corporation 1993 Stock Plan, as amended and restated
(10)
10.12Credit Agreement by and among AMCOL International Corporation and Harris
Trust and Savings Bank, individually and as agent, NBD Bank, LaSalle
National Bank and the Northern Trust Company dated October 4, 1994, (7); as
amended, First Amendment to Credit Agreement dated September 25, 1995 (9),
as amended, Second Amendment to Credit Agreement dated March 28, 1996, and
Third Amendment to Credit Agreement dated September 12, 1996 (11)
10.13Note Agreement dated October 1, 1994, between AMCOL International
Corporation and Principal Mutual Life Insurance Company, (7); as amended,
First Amendment of Note Agreement dated September 30, 1996 (11)
10.14Change in Control Agreement dated August 21, 1996 by and between
Registrant and Frank B. Wright, Jr. (11)
10.15Change in Control Agreement dated February 17, 1998 by and between
Registrant and Gary L. Castagna (14)
10.16 AMCOL International Corporation 1998 Long-Term Incentive Plan (15)
27 Financial Data Schedule
(1) Exhibit is incorporated by reference to the Registrant's Form 10 filed with
the Securities and Exchange Commission on July 27, 1987.
(2) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1988.
(3) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1993.
(4) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1992.
(5) Exhibit is incorporated by reference to the Registrant's Form S-3 filed
with the Securities and Exchange Commission on September 15, 1993.
(6) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1993.
(7) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended September
30, 1994.
(8) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1994.
(9) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended September
30, 1995.
(10) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1995.
(11) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1996.
(12) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended March 31,
1997.
(13) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended June 30,
1997.
(14) Exhibit is incorporated by reference to the Registrant's Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
1997.
(15) Exhibit is incorporated by reference to the Registrant's Form S-8 (File
333-56017) filed with the Securities and Exchange Commission on June 4,
1998.
(16) Exhibit is incorporated by reference to the Registrant's Form 10-Q filed
with the Securities and Exchange Commission for the quarter ended June 30,
1998.
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