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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 JUNE 30, 1995
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 0-4197
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.)
12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(214) 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 July 17, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
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UNITED STATES CONFORMED
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 JUNE 30, 1995
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 0-4197
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.)
12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(214) 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 July 17, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
3
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
JUNE 30, DECEMBER 31,
ASSETS 1995 1994
- ------ ---- ----
Current Assets:
Cash and cash equivalents $ 663 $ 23
Trade receivables 6,907 6,002
Inventories 4,913 4,770
Prepaid expenses and other assets 444 320
----------- -------------
Total current assets 12,927 11,115
----------- -------------
Property, plant and equipment at cost: 52,916 50,028
Less accumulated depreciation (36,510) (35,052)
----------- -------------
Net property, plant and equipment 16,406 14,976
----------- -------------
Note receivable 301 343
Other assets, net 1,134 963
----------- -------------
Total assets $ 30,768 $ 27,397
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current installments of long-term debt $ 1,143 $ 1,143
Accounts payable-trade 3,715 2,671
Accrued expenses 1,915 1,858
----------- -------------
Total current liabilities 6,773 5,672
Long-term debt, excluding current installments 6,353 6,225
Other liabilities 1,069 698
----------- -------------
Total liabilities 14,195 12,595
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 15,848 15,848
Retained earnings 15,668 13,897
----------- -------------
32,045 30,274
Less treasury stock at cost;
1,458,002 shares of common stock (15,472) (15,472)
----------- -------------
Total stockholders' equity 16,573 14,802
----------- -------------
Total liabilities and stockholders' equity $ 30,768 $ 27,397
=========== =============
See accompanying notes to condensed consolidated financial statements.
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share data)
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1994 JUNE 30, 1995 JUNE 30, 1994
------------- ------------- ------------- -------------
Revenues $ 11,458 100.0% $ 10,165 100.0% $ 20,107 100.0% $ 16,928 100.0%
Cost of revenues:
Labor and other operating expenses 7,442 64.9% 6,941 68.3% 13,296 66.1% 12,016 71.0%
Depreciation, depletion and amortization 774 6.8% 769 7.6% 1,576 7.8% 1,584 9.4%
Amortization of cost in excess of
net assets acquired - - 128 1.2% - - 292 1.7%
------------------ ----------------- ----------------- -----------------
8,216 71.7% 7,838 77.1% 14,872 74.0% 13,892 82.1%
------------------ ----------------- ----------------- -----------------
GROSS PROFIT 3,242 28.3% 2,327 22.9% 5,235 26.0% 3,036 17.9%
Selling, general and administrative expenses 1,273 11.1% 1,288 12.7% 2,565 12.8% 2,522 14.9%
------------------ ----------------- ----------------- -----------------
OPERATING PROFIT 1,969 17.2% 1,039 10.2% 2,670 13.3% 514 3.0%
------------------ ----------------- ----------------- -----------------
Other deductions (income):
Interest expense 177 1.6% 236 2.3% 352 1.8% 448 2.6%
Other, net 2 0.0% (458) -4.5% (7) -0.0% (469) -2.8%
------------------ ----------------- ----------------- -----------------
179 1.6% (222) -2.2% 345 1.7% (21) -0.2%
------------------ ----------------- ----------------- -----------------
NET INCOME BEFORE
INCOME TAXES 1,790 15.6% 1,261 12.4% 2,325 11.6% 535 3.2%
Federal and state income taxes 350 3.0% 107 1.1% 459 2.3% 107 0.6%
------------------ ----------------- ----------------- -----------------
Net income 1,440 12.6% 1,154 11.3% 1,866 9.3% 428 2.6%
========= ======== ======== ========
NET INCOME PER SHARE OF
COMMON STOCK $ 0.38 $ 0.30 $ 0.49 $ 0.11
========= ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
SIX MONTHS ENDED
----------------
JUNE 30,
--------
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,866 $ 428
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation, depletion and amortization 1,648 2,014
Amortization of financing costs 37 37
Loss on sale of property 28 -
Current assets (net change) [1] (1,172) (914)
Other assets (166) 108
Current liabilities (net change) [2] 1,101 (349)
Other liabilities 371 (436)
---------- ---------
Net cash provided by operating activities 3,713 888
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,117) (1,391)
Proceeds from sale of property, plant and equipment 10 88
---------- ---------
Net cash (used in) investing activities (3,107) (1,303)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 1,600 500
Principal payments of debt (1,471) (477)
Payment of common stock dividends (95) -
Amount due from ESOP net of income tax (net change) - 102
---------- ---------
Net cash used in financing activities 34 125
---------- ---------
Net increase (decrease) in cash and cash equivalents 640 (290)
Cash and cash equivalents at beginning of period 23 414
---------- ---------
Cash and cash equivalents at end of period $ 663 $ 124
========== =========
Supplemental cash flow information:
Interest paid $ 311 $ 341
========== =========
Income taxes paid $ 297 $ -
========== =========
[1] Exclusive of net change in cash.
[2] Exclusive of net change in debt and lease obligations.
See accompanying notes to condensed consolidated financial statements.
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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,
1994. The results of operations for the periods ended June 30, 1995 are not
necessarily indicative of what the operating results for the full year will
be.
2. Earnings Per Common Share
Earnings per share of common stock are based on the weighted average number
of common shares outstanding during each period.
3. Inventories
Inventories consist of the following at:
June 30, December 31,
1995 1994
-------- --------
(In thousands of dollars)
Raw materials $1,145 $ 714
Finished goods 1,979 2,440
Service parts 1,789 1,616
------ ------
Total Inventories $4,913 $4,770
====== ======
4. Prepaid Expenses and Other Assets
At June 30, 1995, prepaid expenses and other assets included $216,000 of
deferred costs that will be absorbed in inventory by the end of the year
based on units of production method. The deferred costs at June 30, 1994
were $531,000. The 1995 costs relate to a planned aggregates production
shut-down of one of the plant facilities during the first quarter of 1995.
Deferred costs include maintenance and other expenses incurred during the
first quarter that will contribute towards revenues in subsequent quarters.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash flows from operating activities increased to $3,713,000 for the six
months ended June 30, 1995 from $888,000 for the six months ended June 30,
1994.
During the second quarter of 1995, the Company paid a dividend of 2.5 cents
per share, the first cash dividend the Company has paid since 1986.
In February 1994, the Company fixed the interest rate on its $8,000,000
Term Loan at 7.95% per annum through February 28, 1997. The amount
outstanding on the Term Loan at June 30, 1995 was $6,095,000.
The Company has completed the feasibility studies for a new kiln at the
Arkansas plant and has decided to proceed with this project. The new kiln
will complement the existing shaft kilns by allowing the Company to expand
its customer base. The lime produced on the new kiln will meet the
specific chemical needs of customers the Company currently is unable to
serve. The project is expected to cost approximately $5-6 million.
RESULTS OF OPERATIONS
Revenues increased from $10,165,000 in the second quarter of 1994 to
$11,458,000 in the second quarter of 1995, an increase of $1,293,000 or
12.7%. This resulted from a 14.3% increase in sales volume and a 1.6%
decrease in prices. Revenues for the six months ended June 30, 1995
increased by 18.8% over 1994, caused by a 21.5% increase in sales volume
and a 2.7% decrease in prices. Demand was very strong during the second
quarter and first half of 1995, although some slowing began to appear in
the second quarter, most notably in the market for construction aggregates.
The Company's gross profit was $3,242,000 in the second quarter of 1995,
compared to $2,327,000 in the second quarter of 1994, a 39.3% increase.
This increase in gross profit is attributed to the increase in sales
volume. Gross profit margin for the second quarter of 1995 increased to
28.3%, from 22.9% in 1994. The higher gross profit and gross profit margin
were attributed to increased sales volume and improved production
efficiencies. In addition, gross profit was enhanced by depreciation
decreasing as a percentage of sales and no amortization of cost in excess
of net assets acquired in this quarter or the year. Gross profit increased
to $5,235,000 in the first six months of 1995, from $3,036,000 in the first
six months of 1994. Gross profit margin for the six months ended June 30,
1995 increased to 26.0%, from 17.9% in 1994. In addition to the reasons
noted for the second quarter, the six months gross profit benefited by a
mild winter in 1995.
Selling, general and administrative expenses (SG&A) decreased slightly in
the second quarter of 1995 ($1,273,000), from the comparable period in 1994
($1,288,000), in spite of the 14.3% increase in sales volume. As a result,
SG&A as a percentage of sales decreased to 11.1%, from 12.7% a year earlier.
SG&A increased by $43,000 in the first six months of 1995, compared to
1994, but as a percentage of sales decreased to 12.8%, from 14.9%.
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Interest expense decreased in both the second quarter and the first six
months of 1995 over 1994, by $59,000 and $96,000, respectively. This
decrease was due to decreases in the Revolving Credit Loan and the Term
Loan balances.
Other, net, decreased by $460,000 in the second quarter 1995, and by
$462,000 in the first half of 1995, as a result principally of the $425,000
($340,000 net of taxes) benefit recorded in the second quarter of 1994, due
to the expiration of certain potential post-closing obligations relating to
the sale of the assets of Virginia Lime Company in 1992. See footnote 4 to
the December 31, 1994 Financial Statements for more information.
The Company s net income in the second quarter of 1995 increased $286,000,
from $1,154,000 ($0.30 per share) in the second quarter of 1994, to
$1,440,000 ($0.38 per share). For the first six months of 1995, the
Company recorded net income of $1,866,000 ($0.49 per share), as compared to
net income of $428,000 ($0.11 per share) in the first six months of 1994.
PART II. OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on April 28, 1995, in
Dallas, Texas. The table below briefly describes the proposal
submitted to Shareholders in the Companys Proxy Statement dated March
20, 1995, and the results of the Shareholder vote:
Election of Directors
--------------------- FOR WITHHELD
--- --------
John J. Brown 3,304,508 7,729
Timothy W. Byrne 3,308,120 4,117
Antoine M. Doumet 3,304,508 7,729
Wallace G. Irmscher 3,293,596 18,641
Robert F. Kizer 3,308,120 4,117
Edward A. Odishaw 3,304,508 7,729
Robert J. Smith 3,304,508 7,729
There were no broker non-votes.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
10(z) Amendment No. 2 to Loan and Security
Agreement dated April 28, 1995, among
United States Lime & Minerals, Inc.
and subsidiaries and CoreStates Bank,
N.A.
11 Statement re computation of per share
earnings
27 Financial Data Schedule
b. Reports on Form 8-K:
The Company filed no Reports on Form 8-K during the
quarter ended June 30, 1995.
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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.
July 20, 1995 By: /s/ Robert F. Kizer
------------------------------
Robert F. Kizer,
President and Chief Executive Officer
July 20, 1995 By: /s/ Timothy W. Byrne
------------------------------
Timothy W. Byrne,
Senior Vice President
and Chief Financial Officer
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UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
June 30, 1995
Index to Exhibits
Exhibit No. Exhibit
- ----------- -----------------------------------------------------------------------------------------------
10(z) Amendment No. 2 to Loan and Security Agreement dated April 28, 1995, among United States
Lime & Minerals, Inc. and subsidiaries and CoreStates Bank, N.A.
11 Statement re computation of per share earnings
27 Financial Data Schedule