1
Conformed
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 21, 1997
(Date of earliest event reported)
UNITED STATES LIME & MINERALS, INC.
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(Exact name of Registrant as specified in its charter)
Texas 0-4197 75-0789226
----- ------ ----------
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
12221 Merit Drive, Suite 500
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Dallas, Texas 75251
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (972) 991-8400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective June 21, 1997, Corson Lime Company ("Corson"), a
Pennsylvania corporation and wholly-owned subsidiary of United States
Lime & Minerals, Inc., a Texas corporation (the "Registrant"), sold
substantially all of its aggregate and lime assets to Highway
Materials, Inc. ("Highway Materials"), a Pennsylvania corporation, in
a transaction for $7,855,000 in cash paid at closing, and an
additional $376,000 for the final aggregate inventory, secured by a
letter of credit, to be paid within one-hundred and twenty days.
Corson retained its accounts receivable, certain lime inventories and
accounts payable. The terms of the sale are more fully described in
the Asset Purchase Agreement by and among Corson Lime Company, United
States Lime & Minerals, Inc. and Highway Materials, Inc., dated as of
April 22, 1997, a copy of which is included as Exhibit 2 to this
Report.
Proceeds, net of expenses and tax benefit, generated from the
sale of Corson's primary assets to Highway Materials and realization
of Corson's other assets that were not sold to Highway Materials,
will be available for the Registrant's ongoing plans to modernize and
expand its Texas and Arkansas plants and the funding of other growth
opportunities.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Pro forma financial information.
1. Pro Forma Condensed Consolidated Balance Sheet as of March 31,
1997.
2. Pro Forma Condensed Consolidated Statement of Income for the year
ended December 31, 1996.
3. Pro Forma Condensed Consolidated Statement of Income for the
quarter ended March 31, 1997.
4. Pro Forma Condensed Consolidated Statement of Income for the
quarter ended March 31, 1996.
(c) Exhibits.
2 Asset Purchase Agreement by and among Corson Lime Company, United
States Lime & Minerals, Inc., and Highway Materials, Inc., dated
as of April 22, 1997. Schedules and similar attachments to the
Agreement have not been filed.
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
The following Pro Forma Condensed Consolidated Balance Sheet as of March 31,
1997 and the Pro Forma Condensed Consolidated Statements of Income for the year
ended December 31, 1996 and the three months ended March 31, 1997 and 1996 give
effect to the sale of substantially all of the assets of Corson Lime Company, a
wholly-owned subsidiary of the Registrant, giving effect to the transaction as
if it had occurred on the dates indicated and by applying the assumptions and
adjustments described in the accompanying notes to Pro Forma Condensed
Consolidated Financial Statements. The accompanying Pro Forma Condensed
Consolidated Balance Sheet assumes that the transaction described above
occurred on March 31, 1997. The accompanying Pro Forma Condensed Consolidated
Statements of Income for the fiscal year ended December 31, 1996 and the three
months ended March 31, 1997 and 1996 assume that the transaction described
above occurred on January 1, 1996.
The Pro Forma Condensed Consolidated Financial Statements have been prepared by
the Registrant's management based upon the Registrant's historical financial
statements. These Pro Forma Statements may not be indicative of the results
that actually would have occurred if the sale had been in effect on the dates
indicated or which may be obtained in the future. The Pro Forma Financial
Statements should be read in conjunction with the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 and Quarterly Report on Form
10-Q for the three months ended March 31, 1997 filed with the Securities and
Exchange Commission.
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(In thousands of dollars)
(Unaudited)
PRO FORMA
ASSETS AS REPORTED ADJUSTMENTS PRO FORMA
- ------ ----------- ----------- ---------
Current Assets:
Cash and cash equivalents $ 43 6,155 (A),(D) 6,198
Trade receivables 4,749 4,749
Inventories 5,284 (1,619)(A) 3,665
Prepaid expenses and other assets 770 (375)(A) 395
-------- -------- --------
Total current assets 10,846 4,161 15,007
-------- -------- --------
Net property, plant and equipment 19,398 (5,623)(A) 13,775
Other assets, net 961 (827)(A),(B) 134
-------- -------- --------
Total assets $ 31,205 (2,289) 28,916
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current installments of long-term debt $ 1,143 1,143
Accounts payable-trade 2,438 2,438
Accrued expenses 1,980 (177)(C) 1,803
-------- -------- --------
Total current liabilities 5,561 (177) 5,384
Long-term debt, excluding current installments 4,352 (1,400)(D) 2,952
Other liabilities 713 713
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Total liabilities 10,626 (1,577) 9,049
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Stockholders' equity:
Common stock 529 529
Additional paid-in capital 15,311 15,311
Retained earnings 19,301 (712)(A),(B),(C) 18,589
-------- -------- --------
35,141 (712) 34,429
Less treasury stock at cost (14,562) (14,562)
-------- -------- --------
Total stockholders' equity 20,579 (712) 19,867
-------- -------- --------
Total liabilities and stockholders' equity $ 31,205 (2,289) 28,916
======== ======== ========
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Balance Sheet
(In thousands of dollars)
(Unaudited)
The accompanying Pro Forma Condensed Consolidated Balance Sheet assumes that
the sale of substantially all of the assets of Corson Lime Company occurred on
March 31, 1997 and include the following Pro Forma adjustments.
(A) Reflects the sale of property, plant and equipment ($5,623),
sale of certain inventories ($1,619), write-off of deferred
stripping costs ($689 in other assets), write-off of deferred
maintenance costs ($375 in prepaid expenses and other assets),
and receipt of $7,855, less transaction costs of approximately
$300, for a computed loss of $712 (net of tax benefit). The
actual loss will be based on the book values of the assets of
Corson Lime Company at the date of the sale. The actual loss is
expected to be less than the pro forma loss computed with these
adjustments.
(B) Write off of the intangible pension asset ($138) due to the
curtailment of the pension plan covering the union employees of
Corson Lime Company.
(C) Tax effect of adjustments (A) and (B) above.
(D) Application of $1,400 of the net proceeds used to eliminate the
borrowings under the Registrant's revolving credit facility.
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
(In thousands of dollars, except per share data)
(Unaudited)
(A)
LESS ADJUST-
AS REPORTED CLC MENTS PRO FORMA
----------- --- ----- ----------
Revenues $ 40,159 100.00% 11,769 28,390 100.00%
Cost of revenues:
Labor and other operating expenses 28,684 71.43% 11,736 16,948 59.70%
Depreciation, depletion and amortization 3,592 8.94% 1,321 2,271 8.00%
-------------------- -------- ----------------------
32,276 80.37% 13,057 19,219 67.70%
-------------------- -------- ----------------------
Gross profit (loss) 7,883 19.63% (1,288) 9,171 32.30%
Selling, general and administrative expenses 4,359 10.85% 1,027 3,332 11.74%
-------------------- -------- ----------------------
Operating profit (loss) 3,524 8.78% (2,315) 5,839 20.57%
-------------------- -------- ----------------------
Other deductions (income):
Interest expense 563 1.40% (34)(B) 529 1.86%
Gains on sales of assets, net (21) -0.05% (21) -0.07%
Other, net (234) -0.58% (115) (119) -0.42%
-------------------- -------- ------- ----------------------
308 0.77% (115) (34) 389 1.37%
-------------------- -------- ------- ----------------------
Income (loss) before taxes 3,216 8.01% (2,200) 34 5,450 19.20%
Income taxes 614 1.53% (420) 7(C) 1,041 3.67%
-------------------- -------- ------- ----------------------
Net income (loss) $ 2,602 6.48% (1,780) 27 4,409 15.53%
==================== ======== ======= ======================
Net income (loss) per share of
common stock: $ 0.67 1.12
========= ========
Notes to Pro Forma Condensed Consolidated Statement of Income:
(A) Represents Corson Lime Company (CLC) results of operations, excluding
allocated corporate overhead, for the year ended December 31, 1996.
(B) Interest expense reduced to reflect no borrowing under the revolving
loan during the period. See Note (D) to Pro Forma Condensed
Consolidated Balance Sheet.
(C) Tax effect of entry (B).
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1997
(In thousands of dollars, except per share data)
(Unaudited)
(A)
LESS ADJUST-
AS REPORTED CLC MENTS PRO FORMA
----------- --- ----- ---------
Revenues $ 7,808 100.00% 1,898 5,910 100.00%
Cost of revenues:
Labor and other operating expenses 6,233 79.83% 2,142 4,091 69.22%
Depreciation, depletion and amortization 980 12.55% 391 589 9.97%
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7,213 92.38% 2,533 4,680 79.19%
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Gross profit (loss) 595 7.62% (635) 1,230 20.81%
Selling, general and administrative expenses 1,116 14.29% 205 911 15.41%
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Operating profit (loss) (521) -6.67% (840) 319 5.40%
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Other deductions (income):
Interest expense 133 1.70% (12)(B) 121 2.05%
Other, net (44) -0.56% (8) (36) -0.61%
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89 1.14% (8) (12) 85 1.44%
------------------ ------- ----------- ---------------------
Income (loss) before taxes (610) -7.81% (832) 12 234 3.96%
Income taxes (122) (166) 2 (C) 46 0.78%
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Net income (loss) $ (488) -6.25% (666) 10 188 3.18%
================== ======= ========= =====================
Net income (loss) per share of
common stock: $ (0.12) 0.05
======== =======
Notes to Pro Forma Condensed Consolidated Statement of Income:
(A) Represents Corson Lime Company (CLC) results of operations, excluding
allocated corporate overhead, for the quarter ended March 31, 1997.
(B) Interest expense reduced to reflect no borrowing under the revolving
loan during the period. See Note (D) to Pro Forma Condensed
Consolidated Balance Sheet.
(C) Tax effect of entry (B).
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1996
(In thousands of dollars, except per share data)
(Unaudited)
(A)
LESS ADJUST-
AS REPORTED CLC MENTS PRO FORMA
----------- --- ----- ---------
Revenues $ 8,523 100.00% 1,720 6,803 100.00%
Cost of revenues:
Labor and other operating expenses 5,872 68.90% 1,893 3,979 58.49%
Depreciation, depletion and amortization 841 9.87% 287 554 8.14%
------------------------ ------ -----------------------
6,713 78.77% 2,180 4,533 66.63%
------------------------ ------ -----------------------
Gross profit (loss) 1,810 21.23% (460) 2,270 33.37%
Selling, general and administrative expenses 1,105 12.96% 270 835 12.28%
------------------------ ------ -----------------------
Operating profit (loss) 705 8.27% (730) 1,435 21.09%
------------------------ ------ -----------------------
Other deductions (income):
Interest expense 134 1.57% 134 1.97%
Other, net (58) -0.68% (12) (46) -0.68%
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76 0.89% (12) 88 1.29%
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Income (loss) before taxes 629 7.38% (718) 1,347 19.80%
Income taxes 126 (143) 269 3.95%
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Net income (loss) $ 503 5.90% (575) 1,078 15.85%
------------------------ ------ -----------------------
Net income (loss) per share of
common stock: $ 0.13 0.28
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Notes to Pro Forma Condensed Consolidated Statement of Income:
(A) Represents Corson Lime Company (CLC) results of operations, excluding
allocated corporate overhead, for the quarter ended March 31, 1996.
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SIGNATURE
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 hereunto duly authorized.
UNITED LIME & MINERALS, INC.
(Registrant)
Date: July 3, 1997 By: /s/ Robert F. Kizer
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Robert F. Kizer,
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No Description
- ---------- -----------
2 Asset Purchase Agreement among
Corson Lime Company,
United States Lime & Minerals Inc.,
and Highway Materials, Inc.,
dated as of April 22, 1997.