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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, 1999
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)
12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251
-------------------------------------------------------
(Former address of principal executive offices)(Zip 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 August 10, 1999,
3,981,664 shares of common stock, $0.10 par value, were outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
JUNE 30, DECEMBER 31,
1999 1998
------------ ------------
ASSETS (Unaudited) (Audited)
Current assets:
Cash and cash equivalents $ 7,977 $ 688
Trade receivables, net 4,242 3,360
Inventories 3,739 3,154
Prepaid expenses and other assets 107 139
------------ ------------
Total current assets 16,065 7,341
Property, plant and equipment at cost: 76,273 73,228
Less accumulated depreciation and depletion (34,151) (32,152)
------------ ------------
Property, plant and equipment, net 42,122 41,076
Deferred tax assets, net 2,136 2,465
Other assets, net 1,259 208
------------ ------------
Total assets $ 61,582 $ 51,090
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 833 $ 2,643
Accounts payable 2,167 3,668
Accrued expenses 1,586 1,666
------------ ------------
Total current liabilities 4,586 7,977
Long-term debt, excluding current installments 29,167 16,196
Other liabilities 462 253
------------ ------------
Total liabilities 34,215 24,426
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 14,819 14,866
Retained earnings 25,946 25,243
------------ ------------
41,294 40,638
Less treasury stock at cost; 1,312,401 and
1,316,876 shares of common stock, respectively (13,927) (13,974)
------------ ------------
Total stockholders' equity 27,367 26,664
------------ ------------
Total liabilities and stockholders' equity $ 61,582 $ 51,090
============ ============
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, JUNE 30,
-------------------------------------------- --------------------------------------------
1999 1998 1999 1998
------------------- -------------------- ------------------- --------------------
REVENUES $ 7,613 100.0% $ 8,016 100.0% $ 14,544 100.0% 14,485 100.0%
Cost of revenues:
Labor and other operating expenses 4,487 58.9% 5,153 64.3% 8,468 58.2% 9,680 66.8%
Depreciation, depletion and
amortization 1,094 14.4% 694 8.6% 2,167 14.9% 1,360 9.4%
-------- -------- -------- -------- -------- -------- -------- --------
5,581 73.3% 5,847 72.9% 10,635 73.1% 11,040 76.2%
-------- -------- -------- -------- -------- -------- -------- --------
GROSS PROFIT 2,032 26.7% 2,169 27.1% 3,909 26.9% 3,445 23.8%
Selling, general & administrative
expenses 887 11.7% 917 11.5% 1,805 12.4% 1,843 12.7%
-------- -------- -------- -------- -------- -------- -------- --------
OPERATING PROFIT 1,145 15.0% 1,252 15.6% 2,104 14.5% 1,602 11.1%
Other deductions (income):
Interest expense 691 9.1% 3 0.0% 1,034 7.1% 6 0.0%
Other income, net (121) (1.6%) (201) (2.5%) (132) (0.9%) (275) (1.8%)
-------- -------- -------- -------- -------- -------- -------- --------
570 7.5% (198) (2.5%) 901 6.2% (269) (1.8%)
-------- -------- -------- -------- -------- -------- -------- --------
INCOME BEFORE
INCOME TAXES 575 7.5% 1,450 18.1% 1,203 8.3% 1,871 12.9%
-------- -------- -------- -------- -------- -------- -------- --------
Income taxes 131 1.7% 387 4.8% 301 2.1% 505 3.5%
-------- -------- -------- -------- -------- -------- -------- --------
NET INCOME $ 444 5.8% $ 1,063 13.3% $ 902 6.2% $ 1,366 9.4%
======== ======== ======== ======== ======== ======== ======== ========
INCOME PER SHARE
OF COMMON STOCK:
Basic $ 0.11 $ 0.27 $ 0.23 $ 0.34
======== ======== ======== ========
Diluted $ 0.11 $ 0.27 $ 0.23 $ 0.34
======== ======== ======== ========
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,
------------------------
1999 1998
---------- ----------
OPERATING ACTIVITIES:
Net income $ 902 $ 1,366
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 2,249 1,419
Deferred income tax benefit 329 72
Amortization of financing costs 29 --
Loss (gain) on sale of property, plant and equipment (3) 32
Current assets, net change[1] (1,435) (658)
Other assets (1,080) 23
Current liabilities, net change[2] (1,581) (1,305)
Other liabilities 209 152
---------- ----------
Net cash provided by (used in) operating activities (381) 1,101
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,320) (11,700)
Proceeds from sale of property, plant and equipment 28 3
---------- ----------
Net cash used in investing activities (3,292) (11,697)
FINANCING ACTIVITIES:
Payment of common stock dividends (199) (198)
Proceeds from borrowings on term loan 30,000 11,000
Principal payments on term loan (17,839) (95)
Proceeds from borrowing on revolving credit facility 2,000 --
Principal payments on revolving credit facility (3,000) --
---------- ----------
Net cash provided by financing activities 10,962 10,707
---------- ----------
Net increase in cash 7,289 111
Cash at beginning of period 688 2,787
---------- ----------
Cash at end of period $ 7,977 $ 2,898
========== ==========
Supplemental cash flow information:
Interest paid $ 1,005 $ 326
========== ==========
Income taxes paid $ 164 $ 437
========== ==========
[1] Exclusive of net change in cash
[2] Exclusive of net change in current portion of debt
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,
1998. The results of operations for the three-month and six-month periods
ended June 30, 1999 are not necessarily indicative of operating results for
the full year.
2. Inventories
Inventories consisted of the following at:
(In thousands of dollars) JUNE 30, DECEMBER 31,
1999 1998
--------------- ---------------
Lime and limestone inventories:
Raw materials $ 945 $ 927
Finished goods 1,083 671
--------------- ---------------
2,028 1,598
Service parts 1,711 1,556
--------------- ---------------
Total inventories $ 3,739 $ 3,154
=============== ===============
3. Long-Term 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 monthly principal payments of
$277,777.78 beginning April 30, 2000, with a final principal payment of
$26,944,444.26 on March 30, 2007, which equates to a 15-year amortization.
The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value to
the placement agent. The fee due on the first $30,000,000 advanced was paid
on closing, and the fee due on the remaining $20,000,000 will become
payable when the first installment of this portion is funded.
Upon execution of the Loan agreement, the first $30,000,000 was advanced,
of which approximately $20,000,000 was used to retire all existing bank
loans, with the balance to be used primarily for the modernization and
expansion of the Arkansas operations. Under the terms of the Loan
agreement, the remaining $20,000,000 of the Loan facility could be drawn
down in four equal quarterly installments beginning June 30, 1999, and
ending March 30, 2000, and will be used exclusively for the Arkansas
project. Commencement of the draw down of the quarterly installments is
conditional upon the Company receiving an operating air permit for the
first phase
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of the Arkansas project by December 31, 1999. On June 22, 1999, the Company
exercised its option to defer the first quarterly installment available on
June 30, 1999, as the Company was still in negotiations for the operating
air permit. In the event that the Company does not receive the operating
air permit by December 31, 1999, and is unable to draw down the final
$20,000,000 of installments, a break fee of 0.25% will be payable to the
lenders.
As of April 22, 1999, the Company also entered into a second amendment of
its amended and restated loan and security agreement with the lead bank
which provides for a $4,000,000 revolving credit facility. The current
agreement contains essentially the same terms as the previous agreement and
has a maturity date of April 21, 2000.
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 amended $4,000,000 revolving credit facility.
The interest rate on the first $30,000,000 of the Loan is 8-7/8%, and
subsequent installment draw downs will bear interest from the date they are
funded at 3.52% above the secondary market yield of the United States
Treasury obligation maturing May 15, 2005. The revolving credit facility
bears interest at LIBOR plus 1.40%, which rate will increase 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).
In connection with the repayment of the prior term loan, the Company
terminated an interest rate protection agreement which it had entered into
with its bank to modify the interest characteristics of $9,000,000 of its
then outstanding term debt from a variable to a fixed rate (the "Swap
Agreement"). As a result of the termination of the Swap Agreement, the
Company was obligated to pay the bank a $102,000 termination payment, which
was expensed in the second quarter as an adjustment to interest expense.
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.
A summary of outstanding debt at the dates indicated is as follows:
(In thousands of dollars)
JUNE 30, DECEMBER 31,
1999 1998
---------- -----------
Term loan $ 30,000 $ 17,839
Revolving credit facility - 1,000
---------- ----------
Subtotal 30,000 18,839
Less current installments and
revolving credit facility 833 2,643
---------- ----------
Long-term debt, excluding current
installments $ 29,167 $ 16,196
========== ==========
The carrying amount of the Company's long-term debt approximates its fair value.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $381,000 for the six months ended June
30, 1999, as compared to $1,101,000 provided by operating activities for the six
months ended June 30, 1998. The main reason for the decrease in cash from
operating activities was the slower collection of accounts receivable.
The Company invested $3,320,000 in capital expenditures in the first six months
of 1999, of which $2,099,000 related to the Texas facility. This compared to
$11,700,000 in the same period last year, of which $10,022,000 was related to
the modernization and expansion project at the Texas facility. The Texas project
was completed in the fourth quarter of 1998.
In June 1999, the Company purchased the plant and equipment assets of Calco,
Inc. in Salida, Colorado, together with all finished product inventories. Calco,
Inc. produces pulverized limestone products in bagged and bulk form, and the
plant facilities also include a dormant lime kiln. In 1998, the Calco business
had revenues of approximately $1,000,000.
As currently planned, the Arkansas modernization and expansion project will be
completed in two phases: Phase I will cover the redevelopment of the quarry
plant, rebuilding of the railroad, establishment of an out-of-state terminal,
and installation of a rotary kiln with a preheater, along with increased product
storage and loading capacity. Depending on such factors as securing satisfactory
permits, Phase I is scheduled to be completed mid-year 2000.
Phase II of the Arkansas project would further expand the plant capacity through
the installation of a second kiln with additional storage capacity. Although the
Company could determine to defer Phase II depending upon such factors as market
demand and the availability of financing, it currently plans to complete Phase
II in the first half of 2001.
The Arkansas improvements should allow the Company to better serve its customers
by improving both quality and service while increasing the production capacity
of quicklime and hydrated lime. With the improvements, the Company expects to be
in a better position to compete for customers who currently cannot use the
Company's lime in their processes due to insufficient production capacity at the
plant or quality constraints. The rotary kiln will have lower operating costs
and a greater capacity than the six shaft kilns currently in use. In addition to
increasing capacity, this kiln will also be able to consistently produce
high-quality lime for use by certain manufacturing customers who currently do
not buy lime from the Arkansas facility. The storage, screening, and load-out
facilities will also substantially reduce the amount of time required for the
loading of bulk quicklime trucks and railcars. The planned modernization and
expansion project will increase both production and shipping capacity, will
lower operating costs, and will allow for a more efficient utilization of the
work force.
Phase I of the Arkansas project is currently projected to cost approximately
$21,500,000. If Phase II proceeds on schedule, it is currently estimated to cost
approximately $11,000,000. The Company intends to finance the Arkansas project
through a combination of internally generated funds and bank borrowings. There
can be no assurance that sufficient funds will be available to the Company to
complete Phase II of the Arkansas project as currently contemplated.
The Company is not contractually committed to any planned capital expenditures
until actual orders are placed for equipment. As of June 30, 1999, the Company
had no liability for open equipment and
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construction orders. All future billings related to the Arkansas modernization
and expansion project will be recorded as work is performed and billed to the
Company.
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 monthly principal payments of $277,777.78
beginning April 30, 2000, with a final principal payment of $26,944,444.26 on
March 30, 2007, which equates to a 15-year amortization.
The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value to the
placement agent. The fee due on the first $30,000,000 advanced was paid on
closing, and the fee due on the remaining $20,000,000 will become payable when
the first installment of this portion is funded.
Upon execution of the Loan agreement, the first $30,000,000 was advanced, of
which approximately $20,000,000 was used to retire all existing bank loans, with
the balance to be used primarily for the modernization and expansion of the
Arkansas operations. Under the terms of the Loan agreement, the remaining
$20,000,000 of the Loan facility could be drawn down in four equal quarterly
installments beginning June 30, 1999, and ending March 30, 2000, and will be
used exclusively for the Arkansas project. Commencement of the draw down of the
quarterly installments is conditional upon the Company receiving an operating
air permit for the first phase of the Arkansas project by December 31, 1999. On
June 22, 1999, the Company exercised its option to defer the first quarterly
installment available on June 30, 1999, as the Company was still in negotiations
for the operating air permit. In the event that the Company does not receive the
operating air permit by December 31, 1999, and is unable to draw down the final
$20,000,000 of installments, a break fee of 0.25% will be payable to the
lenders.
As of April 22, 1999, the Company also entered into a second amendment of its
amended and restated loan and security agreement with the lead bank which
provides for a $4,000,000 revolving credit facility. The current agreement
contains essentially the same terms as the previous agreement and has a maturity
date of April 21, 2000.
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 amended $4,000,000 revolving credit facility. The
interest rate on the first $30,000,000 of the Loan is 8-7/8%, and subsequent
installment draw downs will bear interest from the date they are funded at 3.52%
above the secondary market yield of the United States Treasury obligation
maturing May 15, 2005. The revolving credit facility bears interest at LIBOR
plus 1.40%, which rate will increase 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).
In connection with the repayment of the prior term loan, the Company terminated
an interest rate protection agreement which it had entered into with its bank to
modify the interest characteristics of $9,000,000 of its then outstanding term
debt from a variable to a fixed rate (the "Swap Agreement"). As a result of the
termination of the Swap Agreement, the Company was obligated to pay the bank a
$102,000 termination payment, which was expensed in the second quarter as an
adjustment to interest expense.
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 June 30, 1999, the Company had approximately $30,000,000 in total debt
outstanding.
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RESULTS OF OPERATIONS
Revenues were $7,613,000 in the second quarter of 1999, a decrease of $403,000,
or 5.0%, from the revenues of $8,016,000 in the second quarter of 1998. This
resulted from an 8.8% decrease in sales volume and a 3.8% increase in prices.
While demand and pricing remain strong in both the Arkansas and Texas markets,
sales volumes were slowed due to the adverse effect of heavy rainfall in the
second quarter. Revenues for the six months ended June 30, 1999 were
$14,544,000, an increase of $59,000, or 0.4%, from the $14,485,000 reported for
the six months ended June 30, 1998.
The increase resulted from a 0.8% decrease in volume and a 1.2% increase in
prices.
The Company's gross profit was $2,032,000 for the second quarter of 1999,
compared to $2,169,000 for the second quarter of 1998, a 6.3% decrease. Gross
profit margin as a percentage of revenues for the second quarter of 1999
decreased slightly to 26.7%, from 27.1% in 1998. In the second quarter, gross
profit and gross profit margins were impacted by the lower sales volumes due to
the inclement weather. Gross profit increased to $3,909,000 for the first six
months of 1999, from $3,445,000 for the first six months of 1998, a 13.5%
increase. Gross profit margin for the six months ended June 30, 1999 increased
to 26.9%, from 23.8% in 1998.
Selling, general and administrative expenses ("SG&A") decreased by $30,000, or
3.3%, to $887,000 in the second quarter of 1999, as compared to $917,000 in the
second quarter of 1998. SG&A as a percentage of sales increased marginally to
11.7%, from 11.5% a year earlier. SG&A decreased by $38,000, or 2.1%, to
$1,805,000 in the first six months of 1999, as compared to $1,843,000 in the
first six months of 1998, and as a percentage of sales decreased marginally to
12.4% from 12.7%.
Interest expense in the second quarter of 1999 was $691,000, as compared to
$3,000 in 1998. Interest expense for the first six months of 1999 was
$1,034,000, as compared to $6,000 in 1998. The 1999 increase was attributable to
a higher debt balance and miscellaneous additional interest expense, including a
$102,000 termination payment in connection with the Company's termination of the
Swap Agreement, which amount was expensed in the second quarter 1999. In 1998,
substantially all incurred interest costs were capitalized as part of the Texas
modernization and expansion project. Interest costs of approximately $204,000
and $305,000 were capitalized in the second quarter and first six months,
respectively, of 1998.
The Company reported net income of $444,000 ($0.11 per share) during the second
quarter of 1999, compared to net income of $1,063,000 ($0.27 per share) during
the second quarter of 1998. For the first six months of 1999, the Company
reported net income of $902,000 ($0.23 per share), compared to net income of
$1,366,000 ($0.34 per share) in the first six months of 1998.
EBITDA (earnings before interest, taxes, depreciation and amortization) was
$2,430,000 for the second quarter of 1999, an increase of 11.2% from the second
quarter 1998 of $2,185,000. For the six months ended June 30, 1999, EBITDA was
$4,513,000, an increase of 36.9% from the $3,296,000 generated in the same
period of 1998.
YEAR 2000 COMPLIANCE
The Company continues to address the potential impact of the Year 2000 ("Y2K")
issue on its operations. The Y2K problem arises because of computer programs
which use two digits rather than four digits to define a year. This may result
in miscalculations or complete system failures in processing data with programs
using date sensitive information.
The Company has inventoried its information technology ("IT") and non-IT
systems, including embedded systems in its production operating equipment, in an
effort to identify potential Y2K problems. The Company has begun to resolve the
problems uncovered and has moved to the
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remediation and testing phases of its Y2K compliance program, which it expects
to complete by the third quarter of 1999.
The Company has been using certain customized accounting software which is not
Y2K compliant. To address this problem, the Company has selected, and is in the
process of installing, a commercially available accounting software which is Y2K
compliant. The cost of this installation is approximately $200,000, and the
Company expects to complete the change to the new system during the third
quarter of 1999.
The Company is in the process of obtaining confirmation from its suppliers and
customers that they are or will be Y2K compliant. The cost of replacing, or of
implementing alternative means of communication with, non-compliant or
non-responsive suppliers will not be possible to determine until the review
process has been completed.
Other than as a result of serious systemic failures in external services, or due
to a significant and extended decline in customer demand as a result of an
inadequate response to the Y2K problem by the Company's customers and their
industries, the Company does not expect the Y2K challenge to have a material
adverse effect on its financial condition, results of operations, or cash flows.
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," 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 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, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
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PART II. OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on April 20, 1999 in
Dallas, Texas. The tables below show the two proposals submitted to
shareholders in the Company's Proxy Statement, dated March 26, 1999,
and the results of the shareholders vote:
4.1 Election of Directors
FOR WITHHELD
--------- --------
John J. Brown 3,594,468 70,481
Timothy W. Byrne 3,615,776 49,173
Richard W. Cardin 3,596,380 68,569
Antoine M. Doumet 3,613,720 51,229
Wallace G. Irmscher 3,596,380 68,569
Edward A. Odishaw 3,596,380 68,569
Herbert G.A. Wilson 3,615,980 48,969
There were no broker non-votes.
4.2 Amendment and Restatement of the 1992 Stock Option Plan
FOR AGAINST ABSTENTIONS
3,439,136 220,933 4,880
There were no broker non-votes.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
10(a) Credit Agreement, dated April 22, 1999, among United
States Lime & Minerals, Inc., Arkansas Lime Company,
Texas Lime Company, the Lenders who are, or may
become, a party to this Agreement, and First Union
National Bank
10(b) Second Amendment to Amended and Restated Loan and
Security Agreement, dated as of April 22, 1999, among
United States Lime & Minerals, Inc., Arkansas Lime
Company, Texas Lime Company, and First Union National
Bank
10(c) 1992 Stock Option Plan as Amended and Restated
11 Statement re computation of per share earnings
27 Financial Data Schedule
b. Reports on Form 8-K:
On June 16, 1999, the Company filed a Current Report on Form
8-K reporting under Items 5 and 7, the purchase, of the plant
and equipment assets of Calco, Inc., together with all
finished product inventories.
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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.
August 10, 1999 By: /s/ Herbert G.A. Wilson
-----------------------------------------------
Herbert G.A. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
August 10, 1999 By: /s/ Larry T. Ohms
-----------------------------------------------
Larry T. Ohms
Corporate Controller and Treasurer
(Principal Financial and Accounting Officer)
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UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
June 30, 1999
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
10(a) Credit Agreement, dated April 22, 1999, among United States Lime
& Minerals, Inc., Arkansas Lime Company, Texas Lime Company, the
Lenders who are, or may become, a party to this Agreement, and
First Union National Bank
10(b) Second Amendment to Amended and Restated Loan and Security
Agreement, dated as of April 22, 1999, among United States Lime &
Minerals, Inc., Arkansas Lime Company, Texas Lime Company, and
First Union National Bank
10(c) 1992 Stock Option Plan as Amended and Restated
11 Statement re computation of per share earnings
27 Financial Data Schedule
E-1