- ---------------------------------------------------------------------
------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 .
------ ------
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: 91,662,523 shares, excluding 10,265,430
treasury shares as of November 11, 1997.
------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim condensed consolidated financial
statements of IMC Global Inc. (the 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 1997
Annual Report on Form 10-K, 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. On June 24, 1997, the Company announced it was
changing its fiscal year end from June 30 to December 31. As such, a
December 31, 1996 unaudited Condensed Consolidated Balance Sheet has
been included for comparative purposes. Additionally, nine month
year-to-date data is included where appropriate. Certain calendar year
1996 amounts have been reclassified to conform to the calendar year
1997 presentation. Interim results are not necessarily indicative of
the results expected for the calendar year.
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(In millions except per share amounts)
Three months ended Nine months ended
September 30, September 30,
1997 1996 1997 1996
- -----------------------------------------------------------------------
Net sales $ 598.7 $ 603.6 $2,311.7 $2,275.6
Cost of goods sold 449.4 448.1 1,732.4 1,715.1
-------- -------- -------- --------
Gross margins 149.3 155.5 579.3 560.5
Selling, general and
administrative expenses 65.1 56.4 197.7 182.1
Merger and restructuring
charges - - - 43.3
-------- -------- -------- --------
Operating earnings 84.2 99.1 381.6 335.1
Other (income) and expense, net (2.7) (2.6) (2.7) (2.8)
Interest expense 13.2 15.1 38.4 45.9
-------- -------- -------- --------
Earnings before minority interest 73.7 86.6 345.9 292.0
Minority interest 31.7 41.6 103.2 143.4
-------- -------- -------- --------
Earnings before taxes 42.0 45.0 242.7 148.6
Provision for income taxes 15.3 16.4 88.6 61.9
-------- -------- -------- --------
Earnings before extraordinary
item 26.7 28.6 154.1 86.7
Extraordinary charge -
debt retirement - (7.5) (3.3) (7.5)
-------- -------- -------- --------
Net earnings $ 26.7 $ 21.1 $ 150.8 $ 79.2
======== ======== ======== ========
Earnings per share:
Earnings before extraordinary
item $ 0.28 $ 0.31 $ 1.62 $ 0.93
Extraordinary charge -
debt retirement - (0.08) (0.03) (0.08)
-------- -------- -------- --------
Net earnings $ 0.28 $ 0.23 $ 1.59 $ 0.85
======== ======== ======== ========
Weighted average number of
shares and equivalent shares
outstanding 93.8 93.6 94.9 93.3
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions except per share amounts)
September 30, December 31,
Assets 1997 1996
- ----------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 74.4 $ 63.3
Receivables, net 263.6 226.8
Inventories 572.3 571.5
Deferred income taxes 54.2 55.3
Other current assets 18.9 16.7
-------- --------
Total current assets 983.4 933.6
Property, plant and equipment, net 2,445.7 2,381.4
Other assets 217.0 170.2
-------- --------
Total assets $3,646.1 $3,485.2
======== ========
Liabilities and Stockholders' Equity
- -------------------------------------------------------------------
Current liabilities:
Accounts payable $ 189.2 $ 183.9
Accrued liabilities 186.7 112.0
Short-term debt and current
maturities of long-term debt 33.5 55.1
-------- --------
Total current liabilities 409.4 351.0
Long-term debt, less current maturities 809.9 656.8
Deferred income taxes 360.3 323.7
Other noncurrent liabilities 341.2 355.0
Minority interest 416.9 472.5
Stockholders' equity:
Common stock, $1 par value authorized
250,000,000 shares; issued 101,916,355
shares and 101,639,885 shares at
September 30 and December 31,
respectively 101.9 101.6
Capital in excess of par value 948.5 936.1
Retained earnings 541.4 413.0
Treasury stock, at cost, 9,798,430
shares and 5,545,884 shares at
September 30 and December 31,
respectively (264.3) (107.3)
Foreign currency translation adjustment (19.1) (17.2)
-------- --------
Total stockholders' equity 1,308.4 1,326.2
-------- --------
Total liabilities and stockholders'
equity $3,646.1 $3,485.2
======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Nine months ended
September 30,
1997 1996
- ---------------------------------------------------------------------
Cash Flows from Operating Activities
- ------------------------------------
Net earnings $ 150.8 $ 79.2
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation, depletion and amortization 141.5 129.3
Minority interest 103.2 133.4
Merger and restructuring charges - 67.3
Deferred income taxes 35.9 17.0
Other charges and credits, net (33.7) (17.7)
Changes in:
Receivables 8.8 62.0
Inventories 28.7 (9.8)
Other current assets (0.6) 8.2
Accounts payable (25.4) (26.7)
Accrued liabilities 46.5 (35.6)
------- -------
Net cash provided by operating activities 455.7 406.6
------- -------
Cash Flows from Investing Activities
- ------------------------------------
Capital expenditures (157.9) (134.6)
Acquisitions of businesses, net of
cash acquired (103.0) (7.1)
Proceeds from sale of investment - 11.6
Proceeds from sales of property, plant
and equipment 8.2 0.6
------- -------
Net cash used in investing activities (252.7) (129.5)
------- -------
Net cash provided before financing
activities 203.0 277.1
------- -------
Cash Flows from Financing Activities
- ------------------------------------
Joint venture cash distributions to
Freeport-McMoRan Resource Partners,
Limited Partnership (123.8) (201.5)
Payments of long-term debt (156.0) (232.6)
Proceeds from issuance of long-term
debt, net 312.0 191.1
Changes in short-term debt, net (54.7) (105.9)
Increase in securitization of accounts
receivable, net 5.2 -
Stock options exercised 5.0 17.6
Cash dividends paid (22.4) (26.9)
Purchase of treasury stock (157.2) -
------- -------
Net cash used in financing activities (191.9) (358.2)
------- -------
Net change in cash and cash equivalents 11.1 (81.1)
Cash and cash equivalents - beginning
of period 63.3 135.6
------- -------
Cash and cash equivalents - end of period $ 74.4 $ 54.5
======= =======
Supplemental cash flow disclosures:
Interest paid $ 43.8 $ 50.6
Income taxes paid, net of refunds $ 31.7 $ 55.2
Non-cash financing activity:
Conversion of long-term debt to
common stock $ 62.5 $ 14.9
(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)
Nine months ended
September 30,
1997 1996
- ---------------------------------------------------------------------
Common stock:
Balance at December 31 $ 101.6 $ 96.8
Issuance of common stock pursuant
to acquisitions - 0.4
Stock options exercised 0.3 0.8
-------- --------
Balance at September 30 101.9 98.0
Capital in excess of par value:
Balance at December 31 936.1 793.6
Issuance of common stock pursuant
to acquisitions 7.7 14.5
Stock options exercised and other 4.7 16.8
-------- --------
Balance at September 30 948.5 824.9
Retained earnings:
Balance at December 31 413.0 315.8
Net earnings 150.8 79.2
Dividends declared ($0.24 per share
and $0.24 per share in 1997 and 1996,
respectively) (22.4) (22.3)
-------- --------
Balance at September 30 541.4 372.7
Treasury stock:
Balance at December 31 (107.3) (107.5)
Issuance of common stock pursuant
to acquisitions 0.2 0.2
Share repurchases (157.2) -
-------- --------
Balance at September 30 (264.3) (107.3)
-------- --------
Foreign currency translation adjustment:
Balance at December 31 (17.2) (8.5)
Foreign currency translation adjustment (1.9) (5.9)
-------- --------
Balance at September 30 (19.1) (14.4)
-------- --------
Total stockholders' equity $1,308.4 $1,173.9
======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Vigoro Merger
-------------
On March 1, 1996, the Company completed the merger with The Vigoro
Corporation (Vigoro) which resulted in Vigoro becoming a subsidiary of the
Company (Vigoro Merger). Upon consummation of the Vigoro Merger, the Company
issued approximately 32.4 million shares of its common stock in exchange for
all of the outstanding shares of Vigoro. The Vigoro 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 Vigoro Merger to include the
accounts and operations of Vigoro.
2. Merger and Restructuring Charges
--------------------------------
In connection with the Vigoro Merger during the first quarter of 1996, the
Company recorded charges totaling $20.2 million, primarily for consulting,
legal and accounting services. Immediately following the Vigoro Merger, the
Company adopted a plan to restructure its business operations into a
decentralized organizational structure into five stand-alone business units.
As a result, the Company recorded restructuring charges totaling $23.1 million.
The charges consisted of: (a) $16.6 million for severance and related benefits
from staff reductions resulting from the termination of approximately 120
employees, primarily middle management personnel, and other related actions;
and (b) $6.5 million for lease terminations resulting from office
consolidations. As of September 30, 1997, the following amounts were paid:
(a) $20.2 million for charges relating to the Vigoro Merger, (b) $5.6 million
for lease terminations resulting from office consolidations, and (c) $14.0
million for severance and related benefits from staff reductions resulting from
the termination of approximately 120 employees, primarily middle management
personnel, and other related actions.
In connection with the 1996 restructuring plan, the Company undertook a
detailed review of its accounting records and valuation of various assets and
liabilities. As a result, the Company recorded charges totaling $58.3 million
($55.3 million net of minority interest) comprised of: (a) $26.3 million ($23.3
million net of minority interest) to cost of goods sold of which $17.5 million
was primarily related to the write-off of certain idle plant facilities and
other obsolete assets, $5.0 million for environmental matters and $3.8 million
for other matters; (b) $2.4 million of general and administrative expenses for
the write-off of miscellaneous assets; (c) $16.6 million to other income and
expense, net, to reduce certain long-term assets to net realizable value and
other provisions, and (d) $13.0 million to minority interest for the transfer
of 0.85 percent interest of IMC-Agrico Company (IMC-Agrico) Distributable Cash,
as defined in the IMC-Agrico Partnership Agreement (Partnership Agreement),
from the Company to Freeport-McMoRan Resource Partners, Limited Partnership
(FRP) pursuant to certain amendments to the Partnership Agreement. As of
September 30, 1997, $30.9 million of non-cash write-offs were charged against
the reserve.
3. Sales of Investments
--------------------
Other income and expense, net, for the nine months ended September 30, 1996
included a gain of $11.6 million from the sale of the Company's 50 percent
investment in Chinhae Chemical Company.
4. Extraordinary Charge - Debt Retirement
--------------------------------------
During the quarter ended September 30, 1996, the Company completed a tender
offer to purchase certain of its higher 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 premiums
incurred and write-off of previously deferred finance charges. The repurchase
of the Senior Notes was financed at lower interest rates under the Company's
credit facility and/or money market lines of credit.
In May 1997, the Company purchased additional Senior Notes from a single
holder. In September 1996, the Company completed the tender offer discussed
above. As a result of these transactions, the Company recorded an
extraordinary charge, net of taxes, of $3.3 million and $7.5 million for the
nine months ended September 30, 1997 and 1996, respectively, for redemption
premiums incurred and write-off of previously deferred finance charges. The
repurchase of the Senior Notes was financed at lower interest rates under the
Company's credit facility and/or money market lines of credit.
5. 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.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," which
is required to be adopted for financial statements for periods ending after
December 15, 1997. The Company will be required to change the method currently
used to compute earnings per share and to restate all prior periods. The
Company's primary earnings per share as reflected in the accompanying Condensed
Consolidated Statement of Earnings are not materially different from basic and
diluted earnings per share calculated under the new methodology.
6. Receivables
-----------
Under an agreement with a financial institution, IMC-Agrico Receivables
Company, L.L.C. (IMC-Agrico L.L.C.), a special purpose limited liability
company of which IMC-Agrico is the sole equity owner, 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 L.L.C.
had sold a total of $55.5 million of such receivable interests.
Effective, January 1, 1997, the Company adopted SFAS No. 125, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." At September 30, 1997, IMC-Agrico L.L.C. had transferred a total
of $60.7 million of such receivable interests, of which $25.2 million did not
meet the criteria under SFAS No. 125 to be accounted for as sales and as a
result these are recorded as short-term debt in the Condensed Consolidated
Balance Sheet.
7. Acquisitions
------------
In the quarter ended September 30, 1997, the Company completed its
acquisition of Western Ag-Minerals Company, a potash mine and processing
facility, for a cash payment totaling $54.4 million.
During the nine months ended September 30, 1997, the Company completed
several acquisitions, including Western Ag-Minerals Company; a precision
farming operation, Top-Soil; several retail distribution operations,
Crop-Maker, So-Green, and Hutson Ag Services, Inc.; a storage terminal company,
Hutson Company, Inc.; and the purchase of the preferred stock of a subsidiary
held by an unrelated third party. Total cash payments for acquisitions during
the nine months ended September 30, 1997 were $103.0 million, and approximately
200,000 shares of common stock were issued.
Common stock issued for acquisitions was $7.9 million and $14.9 million for
the nine months ended September 30, 1997 and 1996, respectively.
These acquisitions were accounted for under the purchase method of
accounting, and, accordingly, results of operations for the acquired businesses
have been included in the Company's Consolidated Statement of Earnings since
the respective dates of acquisition. Pro forma consolidated operating results
reflecting these acquisitions would not have been materially different from
reported amounts.
8. Subsequent Event
----------------
In August 1997, the Company signed a definitive agreement with
Freeport-McMoRan Inc. (FTX), which holds a 51.6 percent interest in FRP,
providing for the merger of FTX into the Company (FTX Merger). If stockholder
approval of the FTX Merger is obtained, the Company anticipates that the FTX
Merger will be completed during the quarter ended December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. (1)
Results of Operations
- ---------------------
Three months ended September 30, 1997 vs. three months ended September 30, 1996
- ---------------------------------------------------------------------
Overview
Net sales for the third quarter ended September 30, 1997 were $598.7 million
and gross margins were $149.3 million. Net earnings were $26.7 million, or
$0.28 per share. These results compare to net sales for the third quarter
ended September 30, 1996 of $603.6 million, gross margins of $155.5 million and
earnings, before an extraordinary charge, of $28.6 million, or $0.31 per share.
An extraordinary charge of $7.5 million, or $0.08 per share, reduced net
earnings for the three months ended September 30, 1996 to $21.1 million or
$0.23 per share.
Net sales for the quarter were virtually unchanged from the prior year third
quarter while gross margins decreased four percent as compared to the same
period one year ago. Significant improvements at IMC Kalium were offset by
sales declines at IMC AgriBusiness and IMC-Agrico Crop Nutrients. At IMC
AgriBusiness, lower revenues were largely due to unique conditions that led to
record results in the prior year. These unique conditions resulted from a late
start to the spring planting season which shifted additional sales into the
third calendar quarter. Dealers also purchased early in the 1996 fall fill
season in anticipation of price increases, further adding to the record sales
levels in the comparable period one year ago. Similar conditions resulted in
reduced domestic volumes and lower average prices for IMC-Agrico Crop
Nutrients, the primary contributing factors to its sales decline.
While IMC-Agrico Crop Nutrients' and IMC AgriBusiness' results decreased in
the current quarter, the other business units, particularly IMC Kalium, posted
improved revenues for the quarter. 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 third quarter decreased nine
percent to $354.3 million compared to $391.2 million last year, due to lower
average sales realizations and lower sales volumes as compared to the same
period one year ago. Average sales realizations for concentrated phosphates,
particularly diammonium phosphate (DAP), declined three percent compared to the
prior year, which unfavorably impacted net sales by $6.2 million. Overall
sales volumes of concentrated phosphates, primarily DAP, declined three percent
from the prior year. Domestic concentrated phosphate volumes, primarily DAP,
declined $20.0 million, due principally to unseasonable sales that occurred in
the prior year as discussed above. In contrast, international concentrate
volumes increased $11.0 million compared to the same period of the prior year.
Rock volumes decreased $18.7 million due principally to the Company's strategic
decision to phase out export rock sales. This action is being taken to better
utilize high-quality rock reserves for internal upgrading.
Gross margins declined 20 percent to $77.9 million for the quarter compared
to $97.5 million last year, mainly due to the lower prices and volumes
discussed above and higher production costs primarily resulting from higher
average sulphur costs.
IMC Kalium Operations
IMC Kalium's net sales increased 41 percent to $154.5 million in the current
quarter from $109.9 million in the prior year third quarter. The increase was
due to both volume and average sales realization improvements. Domestic sales
volumes increased $23.3 million over the prior year as a result of strong
domestic demand in the current quarter. Average sales realizations increased
$15.5 million due primarily to price increases effective during September 1996
and March 1997.
Gross margins increased 67 percent to $54.1 million for the quarter from
$32.3 million one year ago, primarily due to the impacts of higher volumes and
increased average sales realizations coupled with lower production costs per
ton.
IMC AgriBusiness Operations
IMC AgriBusiness' net sales decreased seven percent to $98.9 million in the
third quarter as compared to $106.0 million for the same prior year period.
The decline in sales was primarily due to record level sales for the quarter in
the prior year. A late spring planting season in the prior year resulted in
sales being delayed to the third quarter. In addition, anticipated price
increases in the prior year led dealers to buy early in the season.
Gross margins decreased 27 percent from $19.7 million in the third quarter
one year ago to $14.3 million in the current quarter, primarily due to the
lower volumes discussed above.
The following table summarizes the Company's sales of crop nutrient products
and average selling prices for the three months ended September 30:
1997 1996
----- -----
Sales volumes (in thousands of short tons)(1):
IMC-Agrico Crop Nutrients 1,753 1,804
IMC Kalium 2,213 1,750
Average price per ton(2):
DAP $175 $181
Potash $ 71 $ 63
(1) Sales volumes include tons sold captively. IMC-Agrico Crop
Nutrients' volumes represent dry product tons, primarily DAP.
(2) Average prices represent sales made FOB mine/plant.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $8.7 million, or 15
percent, to $65.1 million for the third quarter compared to $56.4 million one
year ago, primarily due to the inclusion of the results of operations of
businesses acquired in the current calendar year. Additionally, current
quarter results include non-recurring expenditures attributable to the
Company's strategic purchasing and systems initiatives and restructuring
charges related to the IMC Vigoro operations.
Interest Expense
Interest expense totaled $13.2 million in the current quarter, down $1.9
million or 13 percent from the same period last year when interest expense
totaled $15.1 million. The Company realized interest savings by refinancing
higher cost debt and taking advantage of favorable interest rates on money
market borrowings, consistent with the Company's overall financing strategy.
Income Taxes
The effective tax rate for the third quarter was 36.5 percent, compared to
an effective tax rate of 36.4 percent one year ago.
Nine months ended September 30, 1997 vs. nine months ended September 30, 1996
- ----------------------------------------------------------------------
Overview
Net sales for the nine months ended September 30, 1997 were $2,311.7
million, gross margins were $579.3 million while earnings before an
extraordinary charge were $154.1 million, or $1.62 per share. An extraordinary
charge of $3.3 million, or $0.03 per share, related to the early extinguishment
of debt, reduced net earnings to $150.8 million, or $1.59 per share.
Net sales for the nine months ended September 30, 1996 were $2,275.6
million. Gross margins, before special one-time charges, were $586.8 million
and earnings before special one-time charges were $156.3 million, or $1.68 per
share. Special one-time charges of $69.6 million, or $0.75 per share, reduced
earnings before an extraordinary charge for the nine months to $86.7 million,
or $0.93 per share. These one-time charges, totaling $98.6 million before tax
benefits, covered costs related to the Company's merger with The Vigoro
Corporation (Vigoro) which resulted in Vigoro becoming a subsidiary of the
Company, as well as costs associated with, among other things, a corporate
restructuring, other asset valuations and environmental issues. An
extraordinary charge of $7.5 million, or $0.08 per share, reduced net earnings
to $79.2 million, or $0.85 per share.
Net sales for the nine months increased two percent over the prior year nine-
month period while gross margins, before special one-time charges, decreased
one percent as compared to the same period one year ago. These variances were
primarily due to enhanced performance at IMC Kalium and IMC AgriBusiness,
offset by declines at IMC-Agrico Crop Nutrients. 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 nine months decreased 11
percent to $1,114.3 million compared to $1,250.3 million one year ago. Overall
concentrated phosphates volumes declined three percent primarily due to lower
shipments of DAP, which decreased net sales by $52.8 million, partially offset
by increased shipments of granular monoammonium phosphate (GMAP) of $39.5
million. Average sales realizations for concentrated phosphates, primarily
DAP, decreased net sales by $58.6 million as stronger international demand in
the first quarter of the prior year resulted in higher average sales
realizations. Phosphate rock sales declined $44.2 million primarily due to 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 for the nine months declined 23 percent from $315.7 million,
before special one-time charges of $6.9 million, in the prior year nine-month
period compared to $242.5 million in the current year, mainly due to the impact
of the conditions highlighted above.
IMC Kalium Operations
IMC Kalium's net sales increased 30 percent to $452.7 million in the current
nine-month period from $348.6 million in the prior year nine-month period.
Higher international sales volumes, mainly due to increased sales to China,
favorably impacted net sales by $14.0 million. Higher domestic volumes
increased net sales by $11.3 million and resulted from increased demand in the
Midwest due to favorable weather conditions and an anticipated corn price
increase. Additionally, two domestic price increases effective in September
1996 and March 1997 favorably impacted net sales by $28.9 million. In
addition, as a result of the Hersey, Michigan facility becoming fully
operational in August 1997, salt operations contributed $2.6 million to the
overall net sales increase.
Gross margins increased 53 percent to $169.8 million for the nine months
from $110.8 million one year ago, before special one-time charges of $7.9
million, mainly due to the impact of higher volumes and increased average sales
realizations coupled with lower production costs per ton.
IMC AgriBusiness Operations
IMC AgriBusiness' net sales increased eight percent to $728.6 million in the
nine-month period as compared to $672.7 million for the same prior year period.
The increased sales are primarily as a result of acquisitions of several retail
distribution operations and a storage terminal company. As a result of these
acquisitions, net sales increased $51.3 million. Moreover, favorable weather
conditions during the second quarter allowed early planting and long stretches
of dealer activity of ammonia and nitrogen solutions, as well as increased
application of crop protection products, all of which increased net sales by
$16.1 million. Partially offsetting these increases was a decline in DAP and
potash volumes, decreasing net sales by $8.8 million. These volume declines
were due to the Company's allocation of business between the various channels
of distribution in order to maximize profits.
Gross margins of $139.4 million were six percent higher than the same nine
month period one year ago of $131.9 million, excluding special one-time charges
of $5.5 million. The increased margins were due to the impact of the items
highlighted above.
Other
The remaining increase in net sales for the nine months ended September 30,
1997, as compared to the prior year, was primarily the result of higher volumes
and average sales realizations at IMC-Agrico Feed Ingredients and IMC Vigoro.
The following table summarizes the Company's sales of crop nutrient products
and average selling prices for the nine months ended September 30:
1997 1996
----- -----
Sales volumes (in thousands of short tons)(1):
IMC-Agrico Crop Nutrients 5,321 5,473
IMC Kalium 6,723 5,544
Average price per ton(2):
DAP $177 $188
Potash $ 68 $ 63
(1) Sales volumes include tons sold captively. IMC-Agrico Crop
Nutrients' volumes represent dry product tons, primarily DAP.
(2) Average prices represent sales made FOB mine/plant.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $15.6 million, or
nine percent, to $197.7 million for the nine months compared to $182.1 million
one year ago, primarily due to the inclusion of the results of operations of
businesses acquired during the current calendar year in the Company's current
year results of operations. Additionally, year-to-date results include special
non-recurring charges related to strategic purchasing initiatives, systems
initiatives and restructuring charges related to the IMC Vigoro operations.
Other Income and Expense, Net
Other income and expense, net, for the nine months ended September 30, 1996
included $16.6 million of restructuring charges, as described in Note 2,
"Merger and Restructuring Charges," of Notes to Condensed Consolidated
Financial Statements, which were partially offset by $11.6 million of gains
from the sale of the Company's 50 percent investment in Chinhae Chemical
Company.
Interest Expense
Interest expense totaled $38.4 million in the current nine months, down $7.5
million or 16 percent from the same period last year when interest expense
totaled $45.9 million. The Company realized interest savings by refinancing
higher cost debt and taking advantage of favorable interest rates on money
market borrowings, consistent with the Company's overall financing strategy.
Income Taxes
The effective tax rate for the nine months was 36.5 percent, compared to an
effective tax rate of 36.8 percent, before special one-time charges, one year
ago.
Extraordinary Charge - Debt Retirement
See Note 4, "Extraordinary Charge - Debt Retirement," of Notes to Condensed
Consolidated Financial Statements.
Capital Resources and Liquidity
- -------------------------------
Liquidity and Operating Cash Flow
The Company's financial condition strengthened in the current year due to
increased cash from operating activities and an increase in net proceeds from
borrowings under available credit facilities. Cash generated from operating
activities increased $49.1 million over the prior year to $455.7 million. Cash
generated from operating working capital increased primarily due to higher
phosphate rock inventory levels, accrued distributions to Freeport McMoRan
Resource Partners, Limited Partnership (FRP), increased potash royalties,
higher deferred income taxes, and liabilities recorded as a result of the
Western Ag-Minerals acquisition. See Note 7, "Acquisitions," of Notes to
Condensed Consolidated Financial Statements. However, when compared to
December 31, 1996, the Company's working capital ratio decreased to 2.4:1 at
September 30, 1997 from 2.7:1 at December 31, 1996, primarily due to increased
current liabilities at September 30, 1997 as a result of the items mentioned
above.
Net cash used in investing activities increased $123.2 million over the
prior year primarily due to increased capital expenditures and acquisitions.
Capital expenditures for the nine months ended September 30, 1997 were $157.9
million, an increase of $23.3 million over the prior year. Acquisitions
increased to $103.0 million for the nine months ended September 30, 1997
compared to $7.1 million for the comparable period one year ago. See Note 7,
"Acquisitions," of Notes to Condensed Consolidated Financial Statements.
Net cash used in financing activities decreased from $358.2 million in the
prior year to $191.9 million for the same period in the current year. This was
primarily as a result of net debt proceeds for the nine months ended September
30, 1997 of $101.3 million versus net payments in the prior year of $147.4
million. These proceeds were used, in part, to purchase approximately 4.5
million shares of the Company's stock for $157.2 million. Debt, net of cash on
hand, to total capitalization increased to 37.0 percent from 32.8 percent at
December 31, 1996, due in part to the issuance of $150.0 million senior
debentures in July 1997. See "Financing" below for further details.
Capital Expenditures
The Company estimates that its capital expenditures for 1997 will total
approximately $230.0 million. The Company expects to finance these
expenditures primarily from operations. Pursuant to the IMC-Agrico Partnership
Agreement (Partnership Agreement), IMC-Agrico Company (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 calendar 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. See Note 8, "Subsequent
Event," of Notes to Condensed Consolidated Financial Statements.
Financing
The Company has unsecured credit facilities from which it and certain of its
subsidiaries may borrow up to $450.0 million and $50.0 million on a revolving
and long-term basis, respectively. In addition, the Company has available
approximately $273.0 million under uncommitted money market lines. At November
11, 1997, the Company and its subsidiaries had borrowed $100.0 million under
the revolving credit facility, $46.9 million under the long-term credit
facility and $73.4 under the money market lines. The Company has classified
borrowings under revolving credit facilities and money market lines as long
term since the Company has the ability and intent to maintain these obligations
for longer than one year. Additionally, $33.3 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 several agreements with a group of banks to provide it with
an aggregate revolving credit facility of $125.0 million (collectively,
IMC-Agrico Revolving Credit Facility or Agreements). On November 11, 1997,
IMC-Agrico had borrowings of $75.9 million under the IMC-Agrico Revolving
Credit Facility and had drawn $8.2 million under the credit facility as letters
of credit. IMC-Agrico has classified borrowings under the IMC-Agrico Revolving
Credit Facility as long-term debt since IMC-Agrico has the ability and intent
to maintain these obligations for longer than one year.
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). See Note 8, "Subsequent Event," of Notes to
Condensed Consolidated Financial Statements.
Under an agreement with a financial institution, IMC-Agrico L.L.C., a
special purpose limited liability company of which IMC-Agrico is the sole
equity owner, may sell, on an ongoing basis, an undivided percentage interest
in a designated pool of receivables, subject to limited recourse provisions
related to the international receivables, in an amount not to exceed $65.0
million. At September 30, 1997, IMC-Agrico had sold $60.7 million of such
receivable interests, $25.2 million of which are classified as short-term debt
in the Condensed Consolidated Balance Sheet.
In July 1997, the Company issued under an existing shelf registration
statement $150.0 million of 6.875 percent senior debentures due 2007. The
proceeds of this issuance were used to reduce higher cost indebtedness.
In May 1997, the Company completed a tender offer to purchase portions of
its higher cost senior notes. See Note 4, "Extraordinary Charge - Debt
Retirement," of Notes to Condensed Consolidated Financial Statements.
In September 1996, the Company completed a tender offer to purchase portions
of its higher cost senior notes. See Note 4, "Extraordinary Charge - Debt
Retirement," of Notes to Condensed Consolidated Financial Statements.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.(1)
Sterlington Litigation
- ----------------------
ANGUS Chemical Company (ANGUS), numerous third parties alleging personal
injury and the Company are involved in various litigation arising out of a May
1991 explosion at a nitroparaffins plant located in Sterlington, Louisiana.
The Company continues to litigate each of the matters arising out of the
Sterlington explosion. Approximately 1,300 class action plaintiffs seek
damages for personal injuries, "fear and fright," and punitive damages against
ANGUS, the Company and other defendants arising from the explosion. Discovery
is still not complete, and the trial date has been postponed indefinitely. The
Company is unable to estimate the magnitude of its exposure at this time.
The Company has settled actions filed by ANGUS with respect to claims for
amounts ANGUS paid for settled claims in connection with the explosion and has
settled actions filed by ANGUS for claimed rights of direct action against the
Company's insurers. In addition, ANGUS' claims for certain environmental
claims were dismissed by the trial court and are on appeal.
Potash Antitrust Litigation
- ---------------------------
The Company was a defendant, along with other Canadian and United States
potash producers, in a class action antitrust lawsuit filed in federal court in
1993. The plaintiffs alleged a price-fixing conspiracy among North American
potash producers beginning in 1987 and continuing until the filing of the
complaint. The class action complaint against all defendants, including the
Company, was dismissed by summary judgment in January 1997. The summary
judgment dismissing the case is currently on appeal by the plaintiffs to the
United States Court of Appeals for the Eighth Circuit. The Court of Appeals is
expected to rule during calendar 1998.
In addition, in 1993 and 1994, class action antitrust lawsuits with
allegations similar to those made in the federal case were filed against the
Company and other Canadian and United States potash producers in state courts
in Illinois and California. The Illinois case was dismissed for failure to
state a claim. In the California case, merits discovery has been stayed and
the case is currently inactive.
Other
- -----
In the ordinary course of its business, the Company is involved in routine
litigation.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
No. Description
------------------------------------------------------------
11.3 Fully diluted earnings per share computation for the
three and nine months ended September 30, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K.
Up to the date of this report, the following reports on Form
8-K were filed:
A report under Items 5 and 7 dated July 17, 1997.
A report under Item 5 dated July 28, 1997.
A report under Item 5 dated August 26, 1997.
* * * * * * * * * * * * * * * *
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
Vice President and Controller
(on behalf of the Registrant and as
Chief Accounting Officer)
Date: November 14, 1997
- ---------------------------------------------------------------------
(1) Except for statements of historical fact contained herein, the statements
appearing under Part I, Item 1, "Business;" Part I, Item 3, "Legal
Proceedings;" and Part II, Item 7, "Management's Discussion and Analysis of
Results of Operations and Financial Condition," presented herein constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.
Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include, but are not
limited to, the following: the effect of general business and economic
conditions; conditions in and policies of the agriculture industry; risks
associated with investments and operations in foreign jurisdictions and any
future international expansion, including those related to economic, political
and regulatory policies of local governments and laws or policies of the United
States and Canada; changes in governmental laws and regulations affecting
environmental compliance, taxes and other matters impacting the Company; the
risks attendant with mining operations; the potential impacts of increased
competition in the markets the Company operates within; and the risk factors
reported from time to time in the reports filed by the Company with the SEC.
EXHIBIT 11.3
EARNINGS (LOSS) PER SHARE
FULLY DILUTED COMPUTATION
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
Three months ended Nine months ended
September 30, September 30,
----------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Basis for computation of
fully diluted earnings
per share:
Earnings before extra-
ordinary item, as
reported $ 26.7 $ 28.6 $ 154.1 $ 86.7
Add interest charges
on convertible debt - 1.8 - 5.4
Less provision for taxes - (.7) - (2.1)
---------- ---------- ---------- ----------
Earnings before extra-
ordinary item, as
adjusted 26.7 29.7 154.1 90.0
Extraordinary charge
- debt retirement - 7.5 3.3 7.5
---------- ---------- ---------- ----------
Net earnings applicable
to common stock $ 26.7 $ 22.2 $ 150.8 $ 82.5
========== ========== ========== ==========
Number of shares:
Weighted average
shares outstanding 93,764,658 93,629,449 94,921,057 93,262,415
Conversion of
convertible sub-
ordinated notes
into common stock - 3,619,783 - 3,620,664
Additional common
stock equivalents - - - 20,938
---------- ---------- ---------- ----------
Total common and
common equivalent
shares assuming
full dilution 93,764,658 97,249,232 94,921,057 96,904,017
========== ========== ========== ==========
Fully diluted earnings
per share:
Earnings before
extraordinary item $ .28 $ .31 $ 1.62 $ .93
Extraordinary charge
- debt retirement - (.08) (.03) (.08)
---------- ---------- ---------- ----------
Net earnings $ .28 $ .23 $ 1.59 $ .85
========== ========== ========== ==========
This calculation is submitted in accordance with Regulation S-K item
601(b)(11). However, under APB Opinion No. 15, calculation of fully diluted
earnings (loss) per share would exclude the conversion of convertible
securities which would have an antidilutive effect on earnings (loss) per share
for each period.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 21,900
<SECURITIES> 52,500
<RECEIVABLES> 272,400
<ALLOWANCES> 8,800
<INVENTORY> 572,300
<CURRENT-ASSETS> 983,400
<PP&E> 4,404,800
<DEPRECIATION> 1,959,100
<TOTAL-ASSETS> 3,646,100
<CURRENT-LIABILITIES> 409,400
<BONDS> 809,900
<COMMON> 101,900
0
0
<OTHER-SE> 1,206,500
<TOTAL-LIABILITY-AND-EQUITY> 3,646,100
<SALES> 2,311,700
<TOTAL-REVENUES> 2,311,700
<CGS> 1,732,400
<TOTAL-COSTS> 1,930,100
<OTHER-EXPENSES> 100,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,400
<INCOME-PRETAX> 242,700
<INCOME-TAX> 88,600
<INCOME-CONTINUING> 154,100
<DISCONTINUED> 0
<EXTRAORDINARY> 3,300
<CHANGES> 0
<NET-INCOME> 150,800
<EPS-PRIMARY> 1.59
<EPS-DILUTED> 1.59
</TABLE>
