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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
Commission file number 1-9759
IMC GLOBAL INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-3492467
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 272-9200
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 .
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APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock as of the
latest practicable date: 96,168,397 shares, excluding 5,545,884
treasury shares as of February 10, 1997.
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim condensed consolidated financial
statements of IMC Global Inc. (Company) do not include all disclosures
normally provided in annual financial statements. These financial
statements, which should be read in conjunction with the consolidated
financial statements contained in the Company's 1996 Annual Report to
Stockholders, are unaudited but include all adjustments which the
Company's management considers necessary for a fair presentation.
These adjustments consist of normal recurring accruals except as
discussed in the following Notes to Condensed Consolidated Financial
Statements. Certain fiscal 1996 amounts have been reclassified to
conform to the fiscal 1997 presentation. Interim results are not
necessarily indicative of the results expected for the fiscal year.
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(In millions except per share amounts)
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
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Net sales $ 665.4 $ 709.6 $1,269.0 $1,309.0
Cost of goods sold 480.9 509.9 929.0 960.6
-------- -------- -------- --------
Gross margins 184.5 199.7 340.0 348.4
Selling, general and
administrative expenses 58.2 54.2 114.6 100.2
-------- -------- -------- --------
Operating earnings 126.3 145.5 225.4 248.2
Other (income) and
expense, net (3.1) (5.8) (5.7) (10.4)
Interest expense 10.8 17.2 25.9 34.0
-------- -------- -------- --------
Earnings before
minority interest 118.6 134.1 205.2 224.6
Minority interest 42.3 50.9 83.9 89.7
-------- -------- -------- --------
Earnings before taxes 76.3 83.2 121.3 134.9
Provision for income taxes 27.8 29.1 44.2 48.7
-------- -------- -------- --------
Earnings before
extraordinary item 48.5 54.1 77.1 86.2
Extraordinary charge
- debt retirement (.6) - (8.1) -
-------- -------- -------- --------
Net earnings $ 47.9 $ 54.1 $ 69.0 $ 86.2
======== ======== ======== ========
Earnings per share:
Earnings before
extraordinary item $ .51 $ .58 $ .82 $ .93
Extraordinary charge
- debt retirement (.01) - (.09) -
-------- -------- -------- --------
Net earnings $ .50 $ .58 $ .73 $ .93
======== ======== ======== ========
Weighted average number
of shares and equivalent
shares outstanding 95.4 92.7 94.5 92.4
======== ======== ======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions except per share amounts)
December 31, June 30,
Assets 1996 1996
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Current assets:
Cash and cash equivalents $ 63.3 $ 9.6
Receivables, net 226.8 350.2
Inventories 571.5 476.7
Deferred income taxes 55.3 61.4
Other current assets 16.7 20.3
-------- --------
Total current assets 933.6 918.2
Property, plant and equipment 4,241.4 4,123.6
Accumulated depreciation and depletion (1,860.0) (1,772.3)
-------- --------
Net property, plant and equipment 2,381.4 2,351.3
Other assets 170.2 167.3
-------- --------
Total assets $3,485.2 $3,436.8
======== ========
Liabilities and Stockholders' Equity
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Current liabilities:
Accounts payable $ 183.9 $ 193.5
Accrued liabilities 112.0 145.1
Short-term debt and current
maturities of long-term debt 55.1 27.8
-------- --------
Total current liabilities 351.0 366.4
Long-term debt, less current maturities 656.8 736.7
Deferred income taxes 323.7 315.7
Other noncurrent liabilities 355.0 352.0
Minority interest 472.5 509.7
Stockholders' equity:
Common stock, $1 par value,
authorized 250,000,000 shares;
issued 101,639,885 shares and
97,863,784 shares at December 31
and June 30, respectively 101.6 97.9
Capital in excess of par value 936.1 821.7
Retained earnings 413.0 359.1
Treasury stock, at cost, 5,545,884
shares (107.3) (107.3)
Foreign currency translation
adjustment (17.2) (15.1)
-------- --------
Total stockholders' equity 1,326.2 1,156.3
-------- --------
Total liabilities and stockholders'
equity $3,485.2 $3,436.8
======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Six months ended
December 31,
1996 1995
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Cash Flows from Operating Activities
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Net earnings $ 69.0 $ 86.2
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Minority interest 83.9 89.7
Depreciation, depletion and amortization 83.9 81.5
Deferred income taxes 14.6 (13.0)
Other charges and credits, net 2.5 (.2)
Changes in:
Receivables 123.4 (32.2)
Inventories (94.8) (83.3)
Other current assets 3.6 .9
Accounts payable (9.6) (8.0)
Accrued liabilities (30.4) (10.5)
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Net cash provided by
operating activities 246.1 111.1
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Cash Flows from Investing Activities
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Capital expenditures (118.4) (82.1)
Acquisitions of business, net
of cash acquired - (67.5)
Proceeds from sales of property,
plant and equipment .2 .6
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Net cash used in investing activities (118.2) (149.0)
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Net cash provided (used) before
financing activities 127.9 (37.9)
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Cash Flows from Financing Activities
- ------------------------------------
Joint venture cash distributions
to Freeport-McMoRan Resource
Partners, Limited Partnership (124.6) (100.8)
Payments of long-term debt (139.5) -
Proceeds from issuance of long-term debt 174.0 5.0
Changes in short-term debt, net 27.3 60.2
Stock options exercised 3.7 11.5
Cash dividends paid (15.1) (16.1)
Other - 10.0
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Net cash used in financing
activities (74.2) (30.2)
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Net change in cash and cash equivalents 53.7 (68.1)
Cash and cash equivalents-beginning
of period 9.6 203.7
------- -------
Cash and cash equivalents-end of period $ 63.3 $ 135.6
======= =======
Supplemental cash flow disclosures:
Interest paid $ 34.8 $ 33.5
Income taxes paid, net of refunds $ 31.7 $ 82.3
Non-cash financing activity:
Conversion of long-term debt
to common stock $ 114.4 $ -
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions except per share amounts)
Six months ended
December 31,
1996 1995
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Common stock:
Balance at June 30 $ 97.9 $ 96.4
Conversion of convertible notes 3.6 -
Stock options exercised .1 .5
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Balance at December 31 101.6 96.9
Capital in excess of par value:
Balance at June 30 821.7 782.6
Conversion of convertible notes 110.8 -
Stock options exercised 3.6 10.9
Restricted stock awards - .1
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Balance at December 31 936.1 793.6
Retained earnings:
Balance at June 30 359.1 246.1
Net earnings 69.0 86.2
Dividends ($.16 per share) (15.1) (16.5)
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Balance at December 31 413.0 315.8
Treasury stock:
Balance at June 30 and December 31 (107.3) (107.4)
Foreign currency translation adjustment:
Balance at June 30 (15.1) (9.9)
Foreign currency translation adjustment (2.1) 1.4
-------- --------
Balance at December 31 (17.2) (8.5)
-------- --------
Total stockholders' equity $1,326.2 $1,090.4
======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Vigoro Merger
-------------
On March 1, 1996, the Company completed a merger with The Vigoro
Corporation (Vigoro) which resulted in Vigoro becoming a subsidiary of
the Company (Merger). Upon consummation of the Merger, the Company
issued approximately 32.4 million shares of its common stock in
exchange for all of the outstanding shares of Vigoro. The Merger was
structured to qualify as a tax-free reorganization for income tax
purposes and was accounted for as a pooling of interests. Accordingly,
the Company's financial statements have been restated for all periods
prior to the Merger to include the accounts and operations of Vigoro.
2. Acquisitions
------------
In October 1995, the Company acquired the animal feed ingredients
business (Feed Ingredients) of Mallinckrodt Group Inc. and subsequently
contributed the business to IMC-Agrico Company (IMC-Agrico). The
acquisition was accounted for under the purchase method of accounting.
Operating results of Feed Ingredients (net of minority interest) have
been included in the Company's Condensed Consolidated Statement of
Earnings since the date of acquisition.
3. Extraordinary Charge - Debt Retirement
--------------------------------------
On September 5, 1996, the Company completed a tender offer to
purchase portions of its high-cost senior notes (Senior Notes). In
connection with the purchase of such Senior Notes, the Company recorded
an extraordinary charge, net of taxes, of $7.5 million for redemption
premium incurred and write-off of previously deferred finance charges
associated with such Senior Notes. The repurchase of the Senior Notes
was financed at lower interest rates under the Company's credit
facility.
On November 15, 1996, the Company completed the redemption of its
outstanding $114.9 million, 6.25% Convertible Subordinated Notes due
2001 (Subordinated Notes). In connection with the conversion of the
Subordinated Notes, the Company recorded an extraordinary charge, net
of taxes, of $0.6 million for write-off of previously deferred finance
charges associated with the Subordinated Notes. The Company issued
approximately 3.6 million shares of common stock to holders of $114.4
million principal amount of the Subordinated Notes who converted the
Subordinated Notes prior to the redemption date. The balance of $0.5
million principal amount was redeemed by the Company for cash.
4. Earnings Per Share
------------------
Earnings per share were based on the weighted average number of
shares and equivalent shares outstanding. The effect of common stock
equivalents on earnings per share is not material.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.1
Results of Operations
- ---------------------
Three months ended December 31, 1996 vs. three months ended
December 31, 1995
Overview
Net sales for the second quarter ended December 31, 1996 were $665.4
million, gross margins were $184.5 million and net earnings, before an
extraordinary charge, were $48.5 million, or $0.51 per share. An
extraordinary charge of $0.6 million, or $0.01 per share, related to
the early extinguishment of debt, reduced net earnings to $47.9
million, or $0.50 per share.
Net sales for the second quarter ended December 31, 1995 were $709.6
million while gross margins were $199.7 million. Net earnings for the
prior year second quarter were $54.1 million, or $0.58 per share.
Net sales for the second quarter decreased six percent over the
prior year second quarter while gross margins decreased eight percent
as compared to the same period one year ago. Softness in domestic
demand resulting from crop nutrient application delays was the key
driver as the Company's IMC-Agrico Crop Nutrients and IMC AgriBusiness
units reported sales declines compared with last year's strong fall
season. Consistent with this sales shortfall, the IMC-Agrico Crop
Nutrients business unit posted lower gross margins, more than
offsetting margin improvements at IMC Kalium and IMC-Agrico Feed
Ingredients. The operating results of the Company's three largest
business units are discussed in more detail below.
IMC-Agrico Crop Nutrients Operations
IMC-Agrico Crop Nutrients' net sales for the second quarter decreased
nine percent to $411.0 million compared to $453.6 million one year ago.
Overall sales volumes of concentrated phosphates, primarily diammonium
phosphate (DAP), declined five percent, driven by lower domestic
shipments due to soft demand, which unfavorably impacted net sales by
$42.2 million. This sales decrease was partially offset by higher
international shipments of concentrated phosphates to China and other
Asia-Pacific countries, which favorably impacted net sales by $23.8
million. Additionally, lower average sales realizations for
<PAGE>
concentrated phosphates, particularly for DAP which declined five
percent year over year compared to stronger prices last year,
unfavorably impacted net sales by $12.3 million. Net sales were also
affected by lower phosphate rock revenues of $9.1 million resulting
primarily from the Company's strategic decision to phase out export
sales of rock. This action is being taken to maximize relative values
of rock and concentrated phosphates by utilizing high-quality reserves
for internal upgrading.
Gross margins declined 19 percent to $95.7 million for the quarter
from $117.8 million last year, as a result of the price and volume
impacts discussed above.
IMC Kalium Operations
IMC Kalium's net sales decreased one percent to $116.2 million in
the current quarter from $117.5 million in the prior year second
quarter. As a result of management's focus on eliminating low-margin
business, potash sales volumes declined nearly seven percent. The
reduction was most evident in domestic volumes, which unfavorably
impacted net sales by $10.6 million. However, this decrease was
partially offset by higher export sales volumes which increased net
sales by $4.7 million compared to the second quarter of fiscal 1995.
In addition, a seven percent improvement in average sales realizations
contributed $4.3 million to net sales.
Despite lower sales, gross margins increased 18 percent to $49.0
million for the quarter from $41.4 million one year ago. In addition
to the price and volume impacts discussed above, margins were further
impacted by decreased production costs which were the result of reduced
provincial resource taxes and benefits realized from the renegotiation
of transportation terms.
IMC AgriBusiness Operations
IMC AgriBusiness' net sales decreased 12 percent to $125.0 million
in the second quarter as compared to $141.3 million for the same prior
year period. Lower sales resulted from the delayed harvest of crops
due to wet weather during the quarter; the late harvest greatly reduced
the time available for year-end fieldwork, including crop nutrient
applications. Decreased volumes of DAP, nitrogen solutions, and potash
unfavorably impacted net sales by $19.9 million. These sales decreases
were partially offset by higher average sales realizations as a result
of management's allocation of business between the various channels of
distribution to maximize profits, which favorably impacted net sales by
$4.6 million.
Despite decreased sales, gross margins increased five percent from
$21.5 million in the second quarter one year ago to $22.5 million in
the current quarter. Increased sales realizations were partially
offset by lower sales volumes coupled with slightly higher costs.
Other
The remaining increases in second quarter net sales and margins were
primarily the result of the inclusion of the results of operations of
Feed Ingredients in the Company's second quarter results.
<PAGE>
The following table summarizes the Company's sales of crop nutrient
products and average selling prices for the three months ended December
31:
1996 1995
-------- --------
Sales volumes (in thousands of short tons) (a):
IMC-Agrico Crop Nutrients 1,909 2,009
IMC Kalium 1,746 1,872
Average price per short ton (b):
DAP $179.90 $189.09
Potash $ 66.80 $ 62.55
(a)Sales volumes include tons sold captively. IMC-Agrico Crop
Nutrients volumes represent dry product tons, primarily DAP.
(b)Average prices represent sales made FOB plant/mine.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $4.0 million,
or seven percent, to $58.2 million for the second quarter compared to
$54.2 million one year ago primarily due to the inclusion of the
results of operations of the Feed Ingredients, Agri-Supply and Madison
Seed businesses, which were acquired in fiscal 1995, in the Company's
second quarter results of operations. Additionally, current quarter
results include costs associated with preparation for increased sales
volumes to The Home Depot(registered trademark) and Company-wide
strategic sourcing and systems projects.
Interest Expense
Interest expense totaled $10.8 million in the current quarter, down
$6.4 million or 37 percent from the same period last year when interest
expense totaled $17.2 million. The decrease in interest expense was a
direct result of the refinancing of the Senior Notes in September 1996
at lower interest rates and lower credit line and short-term borrowings
as compared to the prior year second quarter.
Income Taxes
The effective tax rate for the second quarter was 36.4 percent,
compared to an effective tax rate of 35.0 percent one year ago. The
prior year effective rate was lower as a result of a one-time income
tax adjustment related to the Canadian potash operations recorded by
Vigoro in December 1995.
Extraordinary Charge - Debt Retirement
See Note 3, "Extraordinary Charge - Debt Retirement" of Notes to
Condensed Consolidated Financial Statements.
Six months ended December 31, 1996 vs. six months ended December 31,
1995
<PAGE>
Overview
Net sales for the six months ended December 31, 1996 were $1,269.0
million and gross margins were $340.0 million while net earnings,
before an extraordinary charge, were $77.1 million, or $0.82 per share.
An extraordinary charge of $8.1 million, or $0.09 per share, related to
the early extinguishment of debt, reduced net earnings to $69.0
million, or $0.73 per share.
Net sales for the six months ended December 31, 1995 were $1,309.0
million while gross margins were $348.4 million. Net earnings for the
prior year six-month period were $86.2 million, or $0.93 per share.
Net sales for the six months decreased three percent over the prior
year six-month period while gross margins decreased two percent as
compared to the same period one year ago. The decline in consolidated
net sales was driven by a softening of phosphate crop nutrient demand,
as IMC-Agrico Crop Nutrients experienced a 10 percent decrease in sales
when compared to the same prior year period. Partially offsetting this
decrease was the favorable impact of the Feed Ingredients acquisition
on October 16, 1995. As a result of the net sales shortfall for the
six-month period, IMC-Agrico Crop Nutrients posted lower gross margins,
more than offsetting margin improvements at IMC AgriBusiness and IMC-
Agrico Feed Ingredients for the six-month period. The operating
results of the Company's three largest business units are discussed in
more detail below.
IMC-Agrico Crop Nutrients Operations
IMC-Agrico Crop Nutrients' net sales for the six months decreased
10 percent to $802.2 million compared to $887.3 million one year ago.
Overall sales volumes of concentrated phosphates, primarily DAP,
declined eight percent, driven by lower domestic shipments of
concentrated phosphates resulting from soft demand, which unfavorably
impacted net sales by $50.4 million. In addition, lower international
concentrates volumes, primarily due to lower shipments to India during
the six-month period, unfavorably impacted net sales by $16.5 million.
Despite comparatively flat average sales realizations for DAP, net
sales were favorably impacted by $6.0 million, primarily as a result of
higher realizations on granular triple superphosphate. Net sales also
were affected by lower phosphate rock revenues of $24.9 million
resulting primarily from the Company's strategic decision to phase out
export sales of rock. This action is being taken to maximize relative
values of rock and concentrated phosphates by utilizing high-quality
reserves for internal upgrading.
Gross margins declined 10 percent to $193.2 million for the six
months compared to $215.8 million last year, mainly due to the price
and volume impacts discussed above.
IMC Kalium Operations
IMC Kalium's net sales increased four percent to $226.1 million in
the current six-month period from $216.9 million in the prior year six-
month period. Overall potash sales volumes increased two percent,
primarily a result of higher international sales volumes, which
favorably impacted net sales by $12.7 million. This sales increase was
partially offset by lower domestic volumes which negatively impacted
net sales by $6.3 million. Additionally, average sales realizations
improved nearly three percent, which served to increase net sales by
$2.3 million.
<PAGE>
Gross margins increased two percent to $81.3 million for the six
months from $79.5 million one year ago. In addition to the price and
volume impacts discussed above, margins were further impacted by
decreased production costs which were the result of reduced provincial
resource taxes and benefits realized from the renegotiation of
transportation terms, partially offset by higher production costs due
to the temporary shutdown at IMC Kalium's Canadian mines. This
shutdown was undertaken to reduce high inventory levels which resulted
from wet spring weather in the midwestern United States.
IMC AgriBusiness Operations
IMC AgriBusiness' net sales decreased two percent to $231.0 million
in the six-month period as compared to $236.2 million for the same
prior year period. Lower sales volumes of DAP, potash, nitrogen
solutions and mixed blends reduced revenue by $22.3 million. These
volume decreases were partially offset by higher ammonia, chemical, and
other fertilizer volumes coupled with increased sales of seed products,
which favorably impacted revenues by $10.6 million. Higher average
sales realizations also favorably impacted net sales by $6.0 million,
mainly due to management's allocation of business between the various
channels of distribution to maximize profits.
Despite decreased sales, gross margins increased 23 percent from
$34.4 million in the six-month period one year ago to $42.2 million in
the current six-month period. This was mainly due to increased sales
realizations and lower costs when compared to the prior year period.
Other
The remaining increases in net sales and margins for the six months
ended December 31, 1996 as compared to the prior year were primarily
the result of the inclusion of the results of operations of Feed
Ingredients in the Company's six-month results.
The following table summarizes the Company's sales of crop nutrient
products and average selling prices for the six months ended December
31:
1996 1995
-------- --------
Sales volumes (in thousands of short tons) (a):
IMC-Agrico Crop Nutrients 3,713 4,054
IMC Kalium 3,496 3,421
Average price per short ton (b):
DAP $180.53 $181.06
Potash $ 65.13 $ 63.56
(a) Sales volumes include tons sold captively. IMC-Agrico Crop
Nutrients volumes represent dry product tons, primarily DAP.
(b) Average prices represent sales made FOB plant/mine.
<PAGE>
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $14.4
million, or 14 percent, to $114.6 million for the six months compared
to $100.2 million one year ago primarily due to the inclusion of the
results of operations of the Feed Ingredients, Agri-Supply and Madison
Seed businesses, which were acquired in fiscal 1995, in the Company's
results of operations. Additionally, year-to-date results include
costs associated with preparation for increased sales volumes to The
Home Depot and Company-wide strategic sourcing and systems projects.
Interest Expense
Interest expense totaled $25.9 million in the current six months,
down $8.1 million or 24 percent from the same period last year when
interest expense totaled $34.0 million. The decrease in interest
expense was a direct result of the refinancing of the Senior Notes in
September 1996 at lower interest rates and lower credit line and
short-term borrowings as compared to the prior year six-month period.
Income Taxes
The effective tax rate for the six months was 36.4 percent, compared
to an effective tax rate of 36.1 percent one year ago.
Extraordinary Charge - Debt Retirement
See Note 3, "Extraordinary Charge - Debt Retirement" of Notes to
Condensed Consolidated Financial Statements.
Capital Resources and Liquidity
- -------------------------------
Liquidity and Operating Cash Flow
Cash and cash equivalents as of December 31, 1996 were $63.3
million as compared to $9.6 million at June 30, 1996. Net cash inflows
of $246.1 million generated from operating activities coupled with
$61.8 million net proceeds from issuance of debt were used to fund
capital expenditures of $118.4 million, distributions to
Freeport-McMoRan Resource Partners, Limited Partnership (FRP) of $124.6
million and common stock dividend payments of $15.1 million. The
Company believes that internally generated cash flow will continue to
be its primary source of funds for such purposes.
Net cash provided by operating activities totaled $246.1 million for
the six months ended December 31, 1996 versus $111.1 million for the
same period a year ago. The increase in operating cash was primarily
due to a decrease in working capital levels largely related to the
reduction of receivables from an unusually high level at June 30, 1996.
Net cash used in investing activities, for capital expenditures, for
the six-months ended December 31, 1996 and 1995 was $118.4 million and
$82.1 million, respectively. In addition, during the six months ended
December 31, 1995, $67.5 million was used for acquisition of the Feed
Ingredients business.
Net cash used in financing activities for the current six-month
period was $74.2 million compared to $30.2 million for the same period
one year ago. Net debt proceeds for the six months ended December 31,
1996 and 1995 were $61.8 million and $65.2 million, respectively.
Distributions to FRP increased to $124.6 million during the six months
<PAGE>
compared to $100.8 million for the same period one year ago, primarily
as a result of increased quarterly earnings of IMC-Agrico, for the
applicable periods, which impacted cash distributions in the following
quarters. Dividends paid during the six month period ended December
31, 1996 and 1995 were $15.1 million and $16.1 million, respectively.
The Company's working capital ratio at December 31, 1996 was 2.7:1
versus 2.5:1 at June 30, 1996. Debt to total capitalization improved
to 34.9 percent from 39.8 percent at June 30, 1996.
Capital Expenditures
The Company estimates that its capital expenditures for fiscal 1997
will total approximately $270.0 million. The Company expects to
finance these expenditures primarily from operations. Pursuant to the
IMC-Agrico Partnership Agreement (Partnership Agreement), IMC-Agrico is
required to obtain the approval of the Policy Committee of IMC-Agrico
(which consists of two representatives each from the Company and FRP)
prior to making capital expenditures for expansion of its business in
any fiscal year in excess of $5.0 million (adjusted annually for
inflation). In the event that the Policy Committee fails to approve
future capital expenditures, IMC-Agrico's ability to expand its
business could be adversely affected.
Financing
On February 28, 1996, the Company entered into an unsecured credit
facility (Credit Facility) with a group of banks. Under the terms of
the Credit Facility, the Company and certain of its subsidiaries may
borrow up to $450.0 million under a revolving credit facility which
matures on March 1, 1999 and $50.0 million under a long-term credit
facility which matures on March 2, 2001. Additionally, the Company has
available approximately $200.0 million under uncommitted money market
lines. On February 10, 1997, the Company and its subsidiaries had no
borrowings under the revolving credit facility, $50.0 million under the
long-term credit facility and $104.2 million under the money market
lines. Additionally, $33.7 million was drawn under the Credit Facility
as letters of credit principally to support industrial revenue bonds
and other debt and credit risk guarantees.
IMC-Agrico has agreements with a group of banks to provide it with a
$125.0 million revolving credit facility (IMC-Agrico Revolving Credit
Facility) maturing June 1997 and February 1998. The IMC-Agrico
Revolving Credit Facility has a letter of credit subfacility for up to
$25.0 million. Borrowings under the IMC-Agrico Revolving Credit
Facility are unsecured with a negative pledge on substantially all of
IMC-Agrico's assets and bear interest at rates based on a base rate or
an adjusted Eurodollar rate. The agreements have restrictive covenants
including minimum net Partners' capital, fixed charge and current ratio
requirements; place limitations on indebtedness of IMC-Agrico; and
restrict the ability of IMC-Agrico to make cash distributions in excess
of Distributable Cash (as defined in the Partnership Agreement). The
agreements require IMC-Agrico to repay all revolving loans for a
minimum of 30 consecutive days within each calendar year. In addition,
pursuant to the Partnership Agreement, IMC-Agrico is required to obtain
the approval of the Policy Committee of IMC-Agrico prior to incurring
more than an aggregate of $5.0 million (adjusted annually for
inflation) in indebtedness (excluding a total of $125.0 million of
indebtedness under the IMC-Agrico Revolving Credit Facility).
<PAGE>
On February 10, 1997, IMC-Agrico had drawn $8.9 million under the
letter of credit subfacility and had borrowings of $85.5 million under
the remainder of the IMC-Agrico Revolving Credit Facility at interest
rates approximating 5.9 percent. At December 31, 1996, $44.0 million
of the borrowings under the IMC-Agrico Revolving Credit Facility were
classified as long-term debt because IMC-Agrico has the intent and
ability to refinance these amounts on a long-term basis.
Under an agreement with a financial institution, IMC-Agrico may
sell, on an ongoing basis, an undivided percentage interest in a
designated pool of receivables in an amount not to exceed $65.0
million. At December 31, 1996, IMC-Agrico had sold $55.5 million of
such receivable interests.
On September 5, 1996, the Company completed a tender offer to
purchase portions of its high-cost senior notes. See Note 3,
"Extraordinary Charge - Debt Retirement," of Notes to Condensed
Consolidated Financial Statements.
On November 15, 1996, the Company completed the redemption of its
outstanding $114.9 million Subordinated Notes. The Company issued
approximately 3.6 million shares of common stock upon the conversion of
$114.4 million principal amount of Subordinated Notes and the remaining
$0.5 million principal amount was redeemed by the Company for cash.
See Note 3, "Extraordinary Charge - Debt Retirement," of Notes to
Condensed Consolidated Financial Statements.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.1
FTC Phosphate Operations Inquiry
- --------------------------------
The Company was notified on October 2, 1995 by the Federal Trade
Commission (FTC) that the FTC is conducting an investigation to
determine whether manufacturers of concentrated phosphates may have
violated Section 5 of the Federal Trade Commission Act by agreeing to
restrict output or raise prices. The FTC requested that the Company
provide certain information and documents regarding the Company's
phosphate operations. The Company submitted responsive information and
documents to the FTC. Recently, the FTC informed the Company that it
had closed its investigation of the phosphate industry.
Potash Antitrust Litigation
- ---------------------------
As reported in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, a purported group of direct purchasers
of potash in the United States filed suit in 1993 and 1994 against most
North American potash producers (including the Company), essentially
alleging that the North American potash producers acted together to fix
the price of potash sold in the United States. Certain of these suits
were consolidated in Minnesota federal district court. On January 3,
1997, the Minnesota federal district court judge entered an order
dismissing the suit by summary judgments as to all defendants on all
claims. The plaintiffs have filed a notice of appeal to the Eight
<PAGE>
Circuit Court of Appeals. On November 27, 1996, the dismissal of a
similar case which was filed in Illinois state court was affirmed on
appeal.
Other
In the ordinary course of its business, the Company is and will
from time to time be involved in routine litigation.
Item 5. Other Information.
On December 23, 1996 the Company announced that its Board of
Directors has authorized the Company to repurchase up to five million
shares of its common stock.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
No. Description
--------------------------------------------------------
27 Financial Data Schedule
(b) No Reports on Form 8-K were filed during the quarter.
<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.
IMC GLOBAL INC.
/s/ Anne M. Scavone
Anne M. Scavone
Corporate Controller
(on behalf of the Registrant and as
Chief Accounting Officer)
Date: February 12, 1997
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> (7,400)
<SECURITIES> 70,700
<RECEIVABLES> 234,700
<ALLOWANCES> 7,900
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<CURRENT-ASSETS> 933,600
<PP&E> 4,241,400
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0
0
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