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 March 31, 1999
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 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 April 16, 1999
(Common stock, $.01 par value) 26,717,762
<PAGE>
AMCOL INTERNATIONAL CORPORATION
INDEX
Page No.
Part I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet -
March 31, 1999 and December 31, 1998 1
Condensed Consolidated Statement of Operations -
three months ended March 31, 1999 and 1998 2
Condensed Consolidated Statement of Comprehensive Income -
three months ended March 31, 1999 and 1998 2
Condensed Consolidated Statement of Cash Flows -
three months ended March 31, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Part II - Other Information
Item 6 Exhibits and Reports on Form 8-K 8
<PAGE>
Part I - FINANCIAL INFORMATION
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------------------- -------------------
<S> <C> <C>
Current assets: *
Cash and cash equivalents $ 6,284 $ 2,758
Accounts receivable, net 93,330 100,074
Inventories 47,632 52,093
Prepaid expenses 5,150 5,444
Current deferred tax asset 3,709 3,707
Total current assets 156,105 164,076
Investment in and advances to joint ventures 4,425 4,556
Property, plant, equipment and mineral reserves 329,533 325,681
Less accumulated depreciation 160,357 154,203
169,176 171,478
Intangible assets, net 15,513 16,308
Other long-term assets, net 1,111 1,446
$ 346,330 $ 357,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of debt $ 16,334 $ 17,117
Accounts payable 16,351 21,969
Accrued liabilities 35,102 34,997
Total current liabilities 67,787 74,083
Long-term debt 88,938 96,268
Deferred credits and other liabilities 15,041 14,599
Stockholders' equity:
Common stock 320 320
Additional paid-in capital 76,055 76,238
Foreign currency translation adjustment (2,697) (1,756)
Retained earnings 131,396 127,262
Treasury stock (30,510) (29,150)
174,564 172,914
$ 346,330 $ 357,864
</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>
Three Months Ended
March 31,
----------------------------------------------
1999 1998
-------------------- --------------------
<S> <C> <C>
Net sales $ 128,959 $ 121,557
Cost of sales 98,606 98,022
Gross profit 30,353 23,535
General, selling and administrative expenses 19,611 15,690
Operating profit 10,742 7,845
Other income (expense):
Interest expense, net (1,869) (2,111)
Other income, net (9) (331)
(1,878) (2,442)
Income before income taxes and minority interests 8,864 5,403
Income taxes 3,191 1,945
5,673 3,458
Minority interests in income of joint ventures 66 -
Net income $ 5,739 $ 3,458
Weighted average common shares 26,790,025 28,491,827
Weighted average common and common
equivalent shares 27,010,240 29,115,871
Earnings per share
Basic $ .21 $ .12
Diluted $ .21 $ .12
Dividends declared per share $ .06 $ .055
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands)
<TABLE>
<CAPTION>
Quarter Ended March 31,
----------------------------------------------
1999 1998
-------------------- --------------------
<S> <C> <C>
Net income $ 5,739 $ 3,458
Other comprehensive income:
Foreign currency translation adjustment (941) 547
Comprehensive income $ 4,798 $ 4,005
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------------------------
1999 1998
-------------------- --------------------
Cash flow from operating activities:
<S> <C> <C>
Net income $ 5,739 $ 3,458
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion, and amortization 9,184 8,209
Other 1,422 605
(Increase)/decrease in current assets 10,840 (5,818)
Increase/(decrease) in current liabilities (5,513) 3,281
Net cash provided by operating activities 21,672 9,735
Cash flow from investing activities:
Acquisition of land, mineral reserves,
depreciable and intangible assets (8,668) (5,540)
Other 1,783 (606)
Net cash used in investing activities (6,885) (6,146)
Cash flow from financing activities:
Net change in outstanding debt (8,113) (881)
Dividends paid (1,605) (1,568)
Treasury stock transactions (1,543) (2,033)
Other - 22
Net cash used in financing activities (11,261) (4,460)
Net increase (decrease) in cash and cash equivalents 3,526 (871)
Cash and cash equivalents at beginning of period 2,758 3,077
Cash and cash equivalents at end of period $ 6,284 $ 2,206
Supplemental disclosure of cash flows information
Cash paid for:
Interest $ 936 $ 1,183
Income taxes $ 4,192 $ 298
</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, 1998, 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, 1998, has been derived from and does not include all the
disclosures contained in the audited consolidated financial statements for the
year ended December 31, 1998. 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 1998 Form 10-K which
accompanies the 1998 Corporate Report.
The results of operations for the three-month period ended March 31, 1999,
are not necessarily indicative of the results to be expected for the full year.
Certain items in the 1998 consolidated financial statements have been
reclassified to comply with the consolidated financial statement presentation
for 1999.
Note 2: INVENTORIES
Inventories at March 31, 1999 have been valued using the same methods as at
December 31, 1998. The composition of inventories at March 31, 1999 and December
31, 1998, was as follows:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
----------------------- -----------------------
<S> <C> <C>
Crude stockpile and in-process inventories $ 34,267 $ 36,699
Other raw material, container and supplies inventories 13,365 15,394
$ 47,632 $ 52,093
</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.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (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 committed exposures. As of March 31, 1999, 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.
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.
Three Months Ended March 31, 1999 vs. 1998
Net sales increased by $7.4 million, or 6.1%, and gross profits and
operating profits increased by $6.8 million, or 29.0%, and $2.9 million, or
36.9%, respectively. Net sales increased in all segments with the exception of
minerals. Gross and operating profits were higher in all segments. Selling,
general and administrative expenses increased by $3.9 million, or 25.0%, from
the prior-year quarter. The reasons for the increased expenses are included in
the following segment discussions. Net interest expense decreased by $.2
million, or 11.5%, as March 31, 1999, debt (both long-term and short-term, net
of cash) decreased by $7.4 million, or 6.9%, from the prior-year quarter,
coupled with a lower weighted average interest rate for 1999. Diluted earnings
per share were $.21 for the 1999 quarter compared with $.12 for the 1998 quarter
on 7.2% fewer weighted average common and common equivalent shares outstanding.
A brief discussion by business segment follows:
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------------------------------------------------------------------
1999 1998 1999 vs. 1998
------------------------- ---------------------- ---------------------------
Absorbent Polymers (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 58,324 100.0% $ 54,656 100.0% $ 3,668 6.7%
Cost of sales 44,609 76.5% 44,032 80.6%
Gross profit 13,715 23.5% 10,624 19.4% 3,091 29.1%
General, selling and
Administrative expenses 4,188 7.2% 3,090 5.7% 1,098 35.5%
Operating profit 9,527 16.3% 7,534 13.7% 1,993 26.5%
</TABLE>
Revenues increased by $3.7 million, or 6.7%, over the prior-year period.
The gross profit margin improved by approximately 21% to 23.5% in the 1999
quarter. Lower raw material costs were the primary reason for the improved
profitability. Selling, general and administrative expenses for 1999 included
additional expenses associated with the Thailand plant currently under
construction, increased polymer research costs and higher incentive compensation
accruals.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------------------------------------------------------------------
1999 1998 1999 vs. 1998
------------------------- ---------------------- ---------------------------
Minerals (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 39,609 100.0% $ 44,388 100.0% $(4,779) (10.8)%
Cost of sales 30,953 78.2% 37,069 83.5%
Gross profit 8,656 21.8% 7,319 16.5% 1,337 18.3%
General, selling and
Administrative expenses 4,644 11.7% 4,333 9.8% 311 7.2%
Operating profit 4,012 10.1% 2,986 6.7% 1,026 34.4%
</TABLE>
Sales decreased by $4.8 million, or 10.8%, from the prior-year period.
Approximately $3 million of the sales decrease was a result of the sale of the
fullers' earth business in April 1998, with the remainder coming from lower U.K.
cat litter sales. Gross profit margins improved 32% over the prior year when the
fullers' earth business was included. The U.K. cat litter operation showed an
operating profit performance improvement over the fourth quarter of 1998, but
was less profitable than in the 1998 first quarter. The U.K. operation has not
yet achieved an operating profit breakeven; however such breakeven is
anticipated by year-end 1999.
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------------------------------------------------------------------
1999 1998 1999 vs. 1998
------------------------- ---------------------- ---------------------------
Environmental (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 23,182 100.0% $ 15,695 100.0% $ 7,487 47.7%
Cost of sales 16,078 69.4% 10,934 69.7%
Gross profit 7,104 30.6% 4,761 30.3% 2,343 49.2%
General, selling and
Administrative expenses 6,382 27.5% 4,707 30.0% 1,675 35.6%
Operating profit 722 3.1% 54 .3% 668 1237.0%
</TABLE>
Sales increased by $7.5 million, or 47.7%, from the prior-year period.
Approximately 54% of the increase was related to acquisitions. General, selling
and administrative expenses increased by 35.6%. Approximately 60% of the
increased costs were related to acquisitions made later in 1998.
Historically, business in this segment accelerates during the second
quarter and peaks in the third quarter. The current outlook is for improved
sales and earnings in this area over those of the previous year.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------------------------------------------------------------------
1999 1998 1999 vs. 1998
------------------------- ---------------------- ---------------------------
Transportation (Dollars in Thousands) $ Change % Change
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 7,844 100.0% $ 6,818 100.0% $ 1,026 15.0%
Cost of sales 6,966 88.8% 5,987 87.8%
Gross profit 878 11.2% 831 12.2% 47 5.7%
General, selling and
Administrative expenses 530 6.8% 485 7.1% 45 9.3%
Operating profit 348 4.4% 346 5.1% 2 .6%
</TABLE>
Net sales increased by $1.0 million, or 15.0%. The incremental margin on
new business is lower than that of the existing business, a continuation of the
trend that began during the middle of 1998. Higher selling, general and
administrative expenses reflect the addition of brokerage personnel required to
manage the current and projected sales volume.
<TABLE>
<CAPTION>
Quarter Ended March 31,
-------------------------------------------------------------------------------------
1999 1998 1999 vs. 1998
------------------------- ---------------------- ---------------------------
Corporate (Dollars in Thousands) $ Change % Change
General, selling and
<S> <C> <C> <C> <C>
Administrative expenses $ 3,867 $ 3,075 $792 25.8%
Operating loss (3,867) (3,075) (792) 25.8%
</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. The increase in corporate costs in 1999 from those of 1998
includes higher benefit costs, incentive compensation accruals, occupancy costs
and professional costs, offset by marginally lower costs for developing the
nanocomposite technology.
Liquidity and Capital Resources
At March 31, 1999, the Company had outstanding debt of $105.3 million
(including both long-term and short-term debt) and cash of $6.3 million compared
with $113.3 million in debt and $2.8 million in cash and cash equivalents at
December 31, 1998. The long-term debt represented 33.8% of total capitalization
at March 31, 1999, compared with 35.8% at December 31, 1998.
The Company had a current ratio of 2.30-to-1 at March 31, 1999, with
approximately $88.3 million in working capital compared with 2.21-to-1 and $90.0
million, respectively, at December 31, 1998. During the first quarter of 1999,
the Company reduced its accounts receivable and inventories from year-end levels
by approximately $6.8 million and $4.5 million, respectively.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (continued)
During the first quarter of 1999, the Company paid dividends of $1.6
million, repurchased $1.5 million (net) of its stock and acquired property,
plant and equipment totaling $8.7 million.
The Company had approximately $64.1 million in unused, committed credit
lines at March 31, 1999. 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 mid-1997, the Company started a Year 2000 date conversion project to
address all necessary code changes, testing and implementation for all of its
computer systems. Concurrently, the Company sent inquiries to its suppliers and
other key third parties to assess their ability to become Year 2000 compliant in
a timely manner. The internal evaluation stage is completed. The Company is
still awaiting responses from some third parties. The implementation phase is in
progress.
Many of the Company's computer 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. The Company's
financial reporting system is substantially Year 2000 compliant, with the
exception of certain minor subsidiary operations. Such subsidiary operations are
expected to be Year 2000 compliant by June 30, 1999. The Company's network
system and servers and its headquarters telecommunications system are Year 2000
compliant. Evaluation of the Company's personal computer equipment is done, with
remediation to be completed by June 30, 1999.
With respect to the Company's non-information technology systems, the
Company is still in the process of evaluating the presence of imbedded date
chips in some of its plant machinery and equipment, and expects that its review
will be completed by April 30, 1999. Any remediation will be completed by June
30, 1999.
Costs and expenses incurred to date in addressing the Year 2000 issue have
not been material, and based upon the Company's assessment and remediation
efforts to date, future costs of conversion or upgrades are not expected to be
material.
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
Year 2000 Issues (continued)
The Company does not believe that there is a material risk to its business
or financial condition related to its own systems from Year 2000 issues, but the
Company has no control over the ability of its key suppliers and other key third
parties to achieve Year 2000 compliance in a timely manner. For example, an
interruption in the supply of power to its plants and the inability to ship the
Company's products by rail are both issues that could have severe adverse
consequences to the Company's ability to carry on its business at current profit
levels. Should rail service become temporarily unavailable, the Company would
likely ship product by truck, but at a higher cost. A prolonged interruption in
the power supply to its major plants, in particular its absorbent polymer plants
in Aberdeen, Mississippi, and in the United Kingdom, however, is a risk that is
difficult to minimize.
While the Company continues to focus on solutions for the Year 2000 issues,
and expects to be Year 2000 compliant in a timely manner, a contingency plan is
being developed. Such plan is intended to address the Company's response should
it, or materially significant third parties, fail to achieve Year 2000
compliance in a timely manner. The contingency plan is expected to be finalized
by September 30, 1999.
The Company's expectations about future costs necessary to achieve Year
2000 compliance, the impact on its operations and its ability to bring each of
its systems into Year 2000 compliance are forward-looking statements subject to
a number of uncertainties that could cause actual results to differ materially.
Such factors include the following: (i) the Company has no control over the
ability of its key suppliers and other third parties to achieve Year 2000
compliance; (ii) the nature and number of systems that require remediation may
exceed the Company's expectations in terms of complexity and scope; (iii) the
Company may not be able to complete all remediation and testing necessary in a
timely manner; and (iv) the Company may not be successful in properly
identifying all systems and programs that contain two-digit year codes. The
Company's systems disaster recovery planning is a comprehensive, ongoing
process, which is updated as products are developed, tested and modified.
Disaster recovery for financial and other strategic systems is provided at
alternative 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
Certain statements made from time-to-time by the Company, including
statements in the Management's Discussion and Analysis section above, constitute
"forward-looking statements" made in reliance upon the safe harbor contained in
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include statements relating to the Company or its
operations that are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions, and statements relating to
anticipated growth, levels of capital expenditures, future dividends, expansion
into global markets and the development of new products. Such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. The Company's actual results, performance or achievements could
differ materially from the results, performance or achievements expressed in, or
implied by, these forward-looking statements as a result of various factors,
including, but not limited to the actual growth in AMCOL's various markets,
utilization of AMCOL's plants, customer concentration in the absorbent polymers
segment, competition in the absorbent polymers and minerals segments, operating
costs, raw material prices, weather, currency exchange rates, currency
devaluations, delays in development, production and marketing of new products,
integration of acquired businesses, and other factors detailed from time-to-time
in in AMCOL's annual report and other reports filed with the Securities and
Exchange Commission.
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
March 31, 1999.
<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: April 19, 1999 /s/ Lawrence E. Washow
Lawrence E. Washow
President and Chief Operating Officer
Date: April 19, 1999 /s/ Paul G. Shelton
Paul G. Shelton
Senior Vice President and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
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)
10.3 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)
10.10 AMCOL International Corporation Dividend Reinvestment and Stock Purchase Plan (4); as amended (6)
10.11 AMCOL International Corporation 1993 Stock Plan, as amended and restated (10)
10.12 Credit 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, Third Amendment to Credit Agreement dated September 12, 1996 (11) and
Fourth Amendment to Credit Agreement dated December 15, 1998.
10.13 Note 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); Second
Amendment of Note Agreement dated December 15, 1998.
10.14 Change in Control Agreement dated August 21, 1996 by and between Registrant and Frank B. Wright, Jr. (11)
10.15 Change 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)
10.17 Change in Control Agreement dated February 4, 1999 by and between Registrant and Ryan F. McKendrick (17)
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(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.
(17) 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, 1998.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000813621
<NAME> AMCOL International Corporation
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1.00
<CASH> 6,284
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0
0
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</TABLE>
