UNITED STATES
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, 2002
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 is 000-4197
UNITED STATES LIME & MINERALS, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
TEXAS 75-0789226
---------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13800 MONTFORT DRIVE, SUITE 330, DALLAS, TX 75240
- ------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(972) 991-8400
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of May 10, 2002, 5,799,845
shares of common stock, $0.10 par value, were outstanding.
Page 1 of 12
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
<Table>
<Caption>
MARCH 31, 2002 DECEMBER 31, 2001
-------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 60 $ 606
Trade receivables, net 6,498 5,699
Inventories 4,808 5,057
Prepaid expenses and other assets 225 796
-------------- -----------------
Total current assets 11,591 12,158
Property, plant and equipment, at cost: 117,299 115,949
Less accumulated depreciation (44,116) (42,636)
-------------- -----------------
Property, plant and equipment, net 73,183 73,313
Deferred tax assets, net 2,454 2,453
Other assets, net 1,426 1,485
-------------- -----------------
Total assets $ 88,654 $ 89,409
============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current installments of debt $ 7,408 $ 5,658
Accounts payable 1,681 2,543
Accrued expenses 1,240 1,400
-------------- -----------------
Total current liabilities 10,329 9,601
Debt, excluding current installments 40,000 40,833
Other liabilities 437 468
-------------- -----------------
Total liabilities 50,766 50,902
Stockholders' Equity:
Common stock 580 580
Additional paid-in capital 10,392 10,392
Retained earnings 26,916 27,535
-------------- -----------------
Total stockholders' equity 37,888 38,507
-------------- -----------------
Total liabilities and stockholders' equity $ 88,654 $ 89,409
============== =================
</Table>
See accompanying notes to condensed consolidated financial statements.
Page 2 of 12
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share data)
(Unaudited)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2002 2001
AS RESTATED
--------------------- ---------------------
REVENUES $ 8,977 100.0% $ 8,691 100.0%
Cost of revenues:
Labor and other operating expenses 5,602 62.4% 6,026 69.3%
Depreciation, depletion and amortization 1,538 17.1% 1,214 14.0%
-------- -------- -------- --------
7,140 79.5% 7,240 83.3%
-------- -------- -------- --------
GROSS PROFIT 1,837 20.5% 1,451 16.7%
Selling, general and administrative expenses 958 10.7% 1,052 12.1%
-------- -------- -------- --------
OPERATING PROFIT 879 9.8% 399 4.6%
-------- -------- -------- --------
Other expenses:
Interest expense 1,114 12.4% 616 7.1%
Other, net 378 4.2% 406 4.7%
-------- -------- -------- --------
1,492 16.6% 1,022 11.8%
-------- -------- -------- --------
LOSS BEFORE INCOME TAXES (613) (6.8)% (623) (7.2)%
-------- -------- -------- --------
Income tax benefit (142) (1.6)% (131) (1.5)%
-------- -------- -------- --------
NET LOSS $ (471) (5.2)% $ (492) (5.7)%
======== ======== ======== ========
LOSS PER SHARE OF COMMON STOCK:
Basic $ (0.08) $ (0.10)
Diluted $ (0.08) $ (0.10)
</Table>
See accompanying notes to condensed consolidated financial statements.
Page 3 of 12
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars, except per share data)
(Unaudited)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
2002 2001
AS RESTATED
------------ ------------
Operating Activities:
Net loss $ (471) $ (492)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation, depletion and amortization 1,595 1,324
Amortization of financing costs 57 57
Loss(gain) on sale of property, plant and equipment 5 (3)
Net (increase) decrease in:
Trade receivables (799) (1,957)
Inventories 249 (356)
Prepaid expenses 571 45
Other assets 2 131
Accounts payable and accrued expenses (1,022) (2,264)
Other liabilities (31) (7)
------------ ------------
Net cash provided by (used in) operating activities $ 156 $ (3,522)
INVESTING ACTIVITIES:
Purchase of property, plant and equipment $ (1,477) $ (2,153)
Proceeds from sale of property, plant and equipment 6 276
------------ ------------
Net cash used in investing activities $ (1,471) $ (1,877)
FINANCING ACTIVITIES:
Payment of common stock dividends $ (148) $ (144)
Proceeds from borrowings 1,750 825
Repayment of debt (833) (9,659)
Proceeds from rights offering, net -- 9,569
------------ ------------
Net cash provided by financing activities $ 769 $ 591
------------ ------------
Net decrease in cash and cash equivalents (546) (4,808)
Cash and cash equivalents at beginning of period 606 5,072
------------ ------------
Cash and cash equivalents at end of period $ 60 $ 264
============ ============
Supplemental cash flow information:
Interest paid $ 716 $ 1,224
Income taxes paid $ 376 $ 13
</Table>
See accompanying notes to condensed consolidated financial statements.
Page 4 of 12
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements included herein have
been prepared by the Company without independent audit. In the opinion of
the Company's management, all adjustments of a normal and recurring nature
necessary to present fairly the financial position, results of operations
and cash flows for the periods presented have been made. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the period ended December 31,
2001. The results of operations for the three-month period ended March 31,
2002 are not necessarily indicative of operating results for the full year.
2. Embezzlement Matter and Restatements and Reclassification of Previously
Reported Amounts
On January 31, 2002, the Company announced that it had discovered that
an employee who recently left the Company may have improperly diverted
Company funds without authorization. Trading in the Company's common stock
on the Nasdaq National Market(R) ("Nasdaq") was halted, and the Audit
Committee of the Company's Board of Directors retained outside counsel to
conduct a special investigation into the matter. The Audit Committee also
retained an independent accounting firm to review the Company's internal
controls and to make recommendations for improvement, and the Company has
implemented the recommended improvements. The Company also contacted the
Securities and Exchange Commission (the "SEC"), as well as criminal
authorities, and is cooperating with the SEC, Nasdaq, and criminal
authorities with respect to their investigations into this matter.
The Company's former Vice President - Finance, Controller, Treasurer,
and Secretary, Larry Ohms (the "Former VP Finance"), over a period of four
years beginning in 1998, embezzled approximately $2,179,000 from the
Company. The Former VP Finance voluntarily resigned from the Company on
January 22, 2002, approximately one week before the Company discovered the
defalcations. The Company has since filed suit against the Former VP
Finance. The Former VP Finance has stated that no one else at the Company
was involved in perpetrating the embezzlements. From the results of the
special investigation, the Company believes this statement to be accurate.
On March 14, 2002, the Company received $500,000 in insurance proceeds
from the Company's insurance policies covering employee theft. The $500,000
had been recorded on the Consolidated Balance Sheet at December 31, 2001 in
prepaid expenses and other assets, and recognized in the Consolidated
Statement of Operations in other income in the fourth quarter 2001. In
addition, the Company has retained counsel for assistance in its efforts to
recover the embezzled funds from the Former VP Finance, and to pursue
possible civil actions on behalf of the Company against third parties. The
Former VP Finance has claimed not to have any funds. At this time, it is
too early to determine if any additional recoveries beyond the insurance
proceeds will be realized.
Page 5 of 12
During the first quarter 2002, no additional recoveries were realized. Any
future recoveries will be recognized in the quarters in which the
recoveries are realized. The costs of the Company's special investigation,
the Company's cooperation with the SEC, Nasdaq, and criminal authorities in
their investigations, and the Company's ongoing recovery efforts will be
recognized as incurred. During the first quarter 2002, the Company
recognized $376,000 of such embezzlement-related costs.
Of the total amount embezzled, $126,000 was embezzled during 1998,
$282,000 was embezzled during 1999, $791,000 was embezzled during 2000, and
$980,000 was embezzled during 2001. The Former VP Finance used a variety of
methods to hide the embezzlements. Funds embezzled during 1998 were
improperly expensed to selling, general and administrative expenses. Funds
embezzled during 1999 were improperly expensed to labor and other operating
expenses. Of the $791,000 that was embezzled in 2000, $328,000 was
improperly expensed to labor and other operating expenses, and $463,000 was
improperly recorded as prepaid financing costs within other assets, net.
Funds embezzled during 2001 totaling $980,000 were also improperly recorded
as prepaid financing costs in other assets, net. As a result of the
fraudulent entries in other assets, net during 2000 ($463,000) and 2001
($980,000), the Company improperly recognized excess amortization of its
prepaid financing costs, as a component of interest expense, of $19,000 for
the year ended December 31, 2000 and $166,000 for the nine months ended
September 30, 2001.
As a result of the embezzlements, the Company has reclassified to
other expenses $126,000 in 1998, and $282,000 in 1999, removing those
amounts from selling, general and administrative expenses, and labor and
other operating expenses, respectively. The embezzlements had a material
effect on the Company's financial statements for fiscal year 2000 and the
first three quarters 2001. Therefore, the Company has restated its
financial statements for 2000 and the first three quarters 2001. As a
result of the correction for the overstated prepaid financing costs for
2000 and the first three quarters 2001, and the reclassification of excess
interest expense to other expenses, the Company's restatements resulted in
an additional loss of $344,000 ($0.09 per share) net of income tax benefits
($444,000 gross) in 2000, and a reduction in net income of $525,000 ($0.10
per share) net of income tax benefits ($647,000 gross) for the nine months
ended September 30, 2001.
The Company's statement of operations for first quarter 2001 has been
restated to eliminate the excess amortization of prepaid financing costs,
as a component of interest expense, of $45,000, and to recognize in other
expenses $448,000 of embezzlement expense. The Company's restatement
resulted in an additional loss of $327,000 ($0.07 per share) net of income
tax benefits ($403,000 gross) for the three months ended March 31, 2001.
3. Inventories
<Table>
<Caption>
Inventories consisted of the following at:
(In thousands of dollars) MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
Lime and limestone inventories:
Raw materials $ 1,722 $ 1,983
Finished goods 965 927
------------ ------------
2,687 2,910
Service parts 2,121 2,147
------------ ------------
Total inventories $ 4,808 $ 5,057
============ ============
</Table>
4. Banking Facilities and Other Debt
On April 22, 1999, the Company entered into a new credit agreement
with a consortium of commercial banks for a $50,000,000 Senior Secured Term
Loan (the "Loan"). The Loan is repayable over a period of approximately 8
years, maturing on March 30, 2007, and requires
Page 6 of 12
monthly principal payments of $278,000, which began April 30, 2000, with a
final principal payment of $26,944,000 on March 30, 2007, which equates to
a 15-year amortization. The Company paid a fee equivalent to 2.50% of the
Loan value to the placement agent.
The interest rate on the first $30,000,000 of the Loan is 8.875%. The
subsequent installments bear interest from the date they were funded at
3.52% above the secondary market yield of the United States Treasury
obligation maturing May 15, 2005. The blended rate for the additional
$20,000,000 is 9.84%.
The Loan is secured by a first lien on substantially all of the
Company's assets, with the exception of accounts receivable and inventories
which have been used to secure the Company's revolving credit facility. The
Loan agreement contains covenants that restrict the incurrence of debt,
guaranties and liens, and places certain restrictions on the payment of
dividends and the sale of significant assets. The Company is also required
to meet minimum debt service coverage ratios on an on-going basis and
maintain a minimum level of tangible net worth.
As of April 26, 2001, the Company renewed its revolving credit
facility, extending it through May 31, 2002. The revolving credit facility
was increased from $4,000,000 to $5,000,000 and bears interest at LIBOR
plus 1.40%, which rate will increase to a maximum of LIBOR plus 3.55% in
accordance with a defined rate spread based upon the Company's then-current
ratio of total funded debt to earnings before interest, taxes, depreciation
and amortization (EBITDA). Further, on December 31, 2001, the Company
amended the revolving credit facility to extend the maturity date to July
31, 2002 and to allow for a contractual overadvance above the borrowing
base limitation as previously stated in the facility in an amount not to
exceed $750,000 from December 31, 2001 through July 31, 2002. At April 30,
2002, the Company had drawn down $4,075,000, and the average interest rate
for the first quarter 2002 was 4.30%. The revolving credit facility is
secured by the Company's accounts receivable and inventory.
On December 27, 2000, the Company obtained a $5,000,000 bridge loan
under normal commercial terms from Inberdon Enterprise, Ltd. ("Inberdon"),
evidenced by a subordinated promissory note. Inberdon owned approximately
51% of the outstanding common stock of the Company at the time. The bridge
loan was unsecured, bore interest at 9.75%, and had to be repaid by March
27, 2001. The bridge loan was repaid with a portion of the proceeds of the
Company's rights offering that closed on February 8, 2001. See Note 5.
A summary of outstanding debt at the dates indicated is as follows:
(In thousands of dollars)
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
Term loan $ 43,333 $ 44,166
Revolving credit facility 4,075 2,325
------------ ------------
Subtotal 47,408 46,491
Less current installments 7,408 5,658
------------ ------------
Debt, excluding current
installments $ 40,000 $ 40,833
============ ============
</Table>
The carrying amount of the Company's long-term debt approximates its
fair value.
Page 7 of 12
5. Rights Offering
On December 26, 2000, the Company initiated a rights offering for
$10,000,000. The rights offering allowed each shareholder to receive 0.4566
non-transferable subscription rights for each share of the Company's common
stock owned on December 26, 2000. The purchase price for the subscription
was $5.50 per share, and the rights offering expired on February 5, 2001.
As a result of the rights offering, the Company received $10,000,000
($9,551,000 net of offering costs) and issued an additional 1,818,181
shares effective February 8, 2001. In the rights offering, the Company
honored the over subscription requests of its shareholders in full. The
Company's majority shareholder, Inberdon, subscribed for its full pro-rata
amount, and in addition purchased 461,005 shares not purchased by other
shareholders in the rights offering. Immediately following the rights
offering, Inberdon owned approximately 59% of the Company's common stock.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $156,000 for the three months
ended March 31, 2002, compared to net cash used in operating activities of
$3,522,000 for the three months ended March 31, 2001. The $3,678,000 improvement
in first quarter 2002 was primarily the result of changes in working capital.
The most significant changes in working capital resulted from $1,242,000 less
cash being required to pay for accounts payable and accrued expenses in first
quarter 2002 compared to the same period in 2001, and a $799,000 increase in
accounts receivable during the 2002 period compared to a $1,957,000 increase in
the 2001 period.
The Company invested $1,477,000 in capital expenditures in the first three
months 2002, compared to $2,153,000 in the same period last year. In the first
three months 2001, capital expenditures of approximately $1,374,000 were related
to Phase I of the modernization and expansion project at the Arkansas facility.
Net cash provided by financing activities was $769,000 in the first quarter
2002, primarily from $1,750,000 of draws on the Company's revolving credit
facility, partially offset by $833,000 repayment of debt and $148,000 payment of
cash dividends, compared to $591,000 in the first quarter 2001.
During the fourth quarter 2000, the Company required additional capital
because the costs to complete both Phase I of the Arkansas modernization and
expansion project and the new pulverized limestone production line at Texas were
significantly higher than originally anticipated and because the Company's cash
flow and operating profits were lower than expected. To meet its short-term
liquidity demands, the Company determined to make a pro-rata rights offering to
its existing shareholders to raise $10,000,000 in additional equity capital.
On December 27, 2000, the Company obtained a $5,000,000 bridge loan
("Bridge Loan") under normal commercial terms from Inberdon Enterprise, Ltd.
("Inberdon"), its majority shareholder. Inberdon owned approximately 51% of the
outstanding common stock of the Company at the time the Bridge Loan was made.
The Bridge Loan was unsecured, carried interest at 9.75%, and matured on March
27, 2001.
Page 8 of 12
The Company commenced the rights offering on December 26, 2000, and it
closed on February 8, 2001. In the rights offering, the Company raised an
additional $10,000,000 ($9,551,000 net of offering costs) in equity capital and
issued 1,818,181 shares of common stock at the subscription price of $5.50 per
share. The Company was able to honor in full all over-subscription requests from
its shareholders. The Company's majority shareholder, Inberdon, subscribed for
its full pro rata amount and also purchased, at the $5.50 per share subscription
price, 461,005 additional shares not purchased by other shareholders in the
rights offering, for a total investment of approximately $7,630,000. Immediately
following the rights offering, Inberdon owned approximately 59% of the Company's
outstanding common stock.
The proceeds of the rights offering were used to repay the $5,000,000
Bridge Loan from Inberdon, to repay the Company's then-outstanding $4,000,000
revolving credit facility, and for working capital. Accordingly, the Company has
fully utilized the proceeds of the rights offering. As a result of repaying the
revolving credit facility, however, the Company continued to have access to the
funds available under the facility.
On December 31, 2001, the Company amended the revolving credit facility to
extend the maturity date to July 31, 2002 and to allow for a contractual
overadvance above the borrowing base limitation as previously stated in the
facility in an amount not to exceed $750,000 from December 31, 2001 through July
31, 2002. At April 30, 2002, the Company had drawn down $4,075,000 of the
revolving credit facility. The Company has requested an extension of the
revolving credit facility. No assurance can be given that the extension will be
granted. The Company believes that funds generated from operations and available
under the revolving credit facility, if extended, will be sufficient to meet the
Company's liquidity and capital needs for the year.
The Arkansas modernization and expansion project commenced with ground
breaking in November 1999 and is expected to be completed in two phases: Phase I
involved the redevelopment of the quarry plant, rebuilding of the railroad to
standard gauge, the purchase of a facility to establish an out-of-state terminal
in Shreveport, Louisiana, the installation of a rotary kiln with preheater, and
increased product storage and loading capacity. The kiln in Phase I produced its
first lime on October 22, 2000, which is of excellent quality and has been well
received by customers. Phase I of the modernization and expansion project for
the Arkansas plant required additional work in order to be fully operational and
efficient. The Company completed this work in the second quarter 2001.
After final resolution of all outstanding matters with a contractor, the
total cost of Phase I was approximately $33,000,000. The $33,000,000 included
$1,800,000 of costs associated with the pre-building of certain facilities for
Phase II of the Arkansas project and the purchase of, but not all of the
improvements to, the out-of-state terminal in Shreveport, Louisiana.
Phase II of the Arkansas project will further expand the plant capacity
through the installation of a second kiln with additional storage capacity, and
includes the completion of the out-of-state terminal in Shreveport, Louisiana
for distribution of the Company's products. The Company may complete the
terminal before proceeding with Phase II.
Arkansas Phase II is estimated to cost approximately $16,000,000, not
including the $1,800,000 spent as part of Phase I. The Company plans to proceed
with Phase II and will continue to review the optimum time to start the project
based on its future operating results, market demand, and ability to secure
competitive construction bids and financing.
The Company is not contractually committed to any planned capital
expenditures until actual orders are placed for equipment. As of March 31, 2002,
the Company had no material open orders.
As of March 31, 2002, the Company had $47,408,000 in total debt
outstanding.
Page 9 of 12
RESULTS OF OPERATIONS
Revenues increased from $8,691,000 in the first quarter 2001 to $8,977,000
in the first quarter 2002, an increase of $286,000, or 3.3%. This resulted from
a 0.2% increase in sales volume and a 3.1% increase in prices. The market for
the Company's products remains very competitive. There has also been a reduction
in the amount of state highway construction work during the last few months
which reduces the demand for quicklime and hydrated lime. This trend has
continued into the second quarter.
The Company's gross profit was $1,837,000 for the first quarter 2002,
compared to $1,451,000 for the first quarter 2001, a 26.6% increase. Gross
profit margin as a percentage of revenues for the first quarter 2002 increased
to 20.5% from 16.7% in first quarter 2001. Gross profit and gross profit margins
improved during the year due to increased production efficiencies at both the
Texas and Arkansas facilities and reduced fuel costs, compared to the 2001
period. These increases more than offset the negative impact of a $324,000
increase in depreciation expense compared to the first quarter 2001. The
increase in depreciation resulted from the completion of the Company's Arkansas
Phase I modernization and expansion project in the second quarter 2001.
Selling, general and administrative expenses ("SG&A") decreased by $94,000,
or 8.9%, to $958,000 in the first quarter 2002, as compared to $1,052,000 in the
first quarter 2001. As a percentage of sales, SG&A decreased to 10.7%, as
compared to 12.1% in the first quarter a year ago. The decrease in SGA as a
percentage of revenues is the result of the increase in revenue from sales of
3.3% without any corresponding increase in the Company's sales force or
corporate overhead.
Interest expense in the first quarter 2002 was $1,114,000. This compares to
$616,000, net for the 2001 period, after $634,000 had been capitalized as part
of the Arkansas Phase I project costs.
Other, net decreased by $28,000 to $378,000 in the first quarter 2002, as
compared to the restated $406,000 in the first quarter 2001. Other, net in the
2002 quarter consisted almost entirely of $376,000 for embezzlement-related
costs. In the first quarter 2001 as restated, $448,000 of embezzlement expense
was the primary other expense, partially offset by interest income. (See Note 2
to Condensed Consolidated Financial Statements.)
The Company reported a net loss of $471,000 ($0.08 per share) during the
first quarter 2002, compared to a restated net loss of $492,000 ($0.10 per
share) during the first quarter 2001.
EBITDA (earnings before interest, taxes, depreciation and amortization) was
$2,153,000 for the first quarter 2002, an increase of 69.0% from the restated
first quarter 2001 EBITDA of $1,274,000. This $879,000 improvement was primarily
due to the $286,000 increase in revenues, increased production efficiencies at
both the Texas and Arkansas facilities and reduced fuel costs, the $28,000
reduction in other, net and the $94,000 reduction in SG&A.
FORWARD-LOOKING STATEMENTS. Any statements contained in this Quarterly Report
that are not statements of historical fact are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this Report, including without limitation, statements relating to
the Company's plans, strategies, objectives, expectations, intentions, and
adequacy of resources, are identified by such words as "will," "could,"
"should," "believe," "expect," "intend," "plan," "schedule," "estimate,"
"anticipate," and "project." The Company undertakes no obligation to publicly
update or revise any forward-looking statements. Investors are cautioned that
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from expectations, including without
limitation the following: (i) the Company's plans, strategies, objectives,
expectations, and intentions are subject to change at any time at the
Page 10 of 12
discretion of the Company; (ii) the Company's plans and results of operations
will be affected by the Company's ability to manage its growth and
modernization; and (iii) other risks and uncertainties, including without
limitation those risks and uncertainties indicated from time to time in the
Company's filings with the Securities and Exchange Commission, including the
Company's Form 10-K for the fiscal year ended December 31, 2001.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable.
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
11 Statement re computation of per share earnings
b. Reports on Form 8-K: None
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.
UNITED STATES LIME & MINERALS, INC.
May 10, 2002 By: /s/ Timothy W. Byrne
-------------------------------------
Timothy W. Byrne
President and Chief Executive Officer
(Principal Executive and Financial
Officer)
Page 11 of 12
UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
March 31, 2002
Index to Exhibits
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
11 Statement re computation of per share earnings
</Table>
Page 12 of 12