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, 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 1-7035
CALMAT CO.
(Exact name of registrant as specified in its charter)
Delaware 95-0645790
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
3200 San Fernando Road, Los Angeles, California 90065
________________________________________________________________
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (213) 258-2777
______________
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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
YES [ ] 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.
23,138,769 shares of Common Stock were outstanding at April 30, 1995.
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CALMAT CO.
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
(a) Consolidated Balance Sheets:
March 31, 1995 and December 31, 1994 3
(b) Consolidated Statements of Operations:
For the Three Months Ended March 31,
1995 and 1994 4
(c) Consolidated Statements of Cash Flow:
For the Three Months Ended March 31, 1995
and 1994 5
(d) Notes to the Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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CALMAT CO.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
========= ============
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ - $ 2,139
Trade accounts receivable, less
allowance for discounts and
doubtful accounts ($4,661 in
1995 and $4,254 in 1994) 50,308 61,353
Income taxes receivable 113 714
Inventories 6,749 6,439
Prepaid expenses and other 3,205 3,322
Deferred income taxes 9,089 9,089
Installment notes receivable-current
portion 1,418 1,329
----- -----
Total current assets 70,882 84,385
Installment notes receivable and other
assets 35,840 36,464
Costs in excess of net assets of
subsidiaries 53,371 53,793
Property, plant and equipment, at cost:
Land and deposits 170,331 168,523
Buildings, machinery and equipment 458,006 476,023
Construction in progress 24,781 19,515
------ ------
653,118 664,061
Less: Accumulated depreciation and
depletion (261,036) (265,866)
-------- --------
Property, plant and equipment,
net 392,082 398,195
------- -------
Total assets $ 552,175 $ 572,837
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 19,148 $ 17,909
Accrued liabilities 24,002 29,185
Notes and bonds payable -
current portion 91 95
Federal and state income taxes (1,164) -
Dividends payable 2,314 2,314
----- -----
Total current liabilities 44,391 49,503
Notes and bonds payable - long term
portion 57,428 68,694
Other liabilities and deferred credits 21,333 21,333
Deferred income taxes 72,216 72,203
------ ------
Total liabilities 195,368 211,733
------- -------
Stockholders' Equity:
Common stock 23,139 23,139
Additional paid-in capital 39,929 39,930
Retained earnings 293,739 298,035
------- -------
Total stockholders' equity 356,807 361,104
------- -------
Total liabilities and stockholders'
equity $ 552,175 $ 572,837
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
<PAGE>
CALMAT CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
1995 1994
==== ====
<S> <C> <C>
Revenues:
Net sales and operating revenues $ 65,804 $ 78,423
Gains on sales of real estate 2,872 553
Other income 1,278 539
----- ---
69,954 79,515
------ ------
Costs and expenses:
Cost of products sold and operating
expenses 62,996 67,920
Selling, general and administrative
expenses 8,833 7,585
Interest expense 490 1,311
Other expense 781 402
--- ---
73,100 77,218
Income (loss) before taxes (3,146) 2,297
Federal and state income taxes (1,164) 844
------ ---
Net income (loss) $ (1,982) $ 1,453
========= =========
Per Share Data:
Income (loss) per share $ (0.09) $ 0.06
========= =========
Weighted average shares outstanding 23,158 23,286
====== ======
Cash dividends per share $ 0.10 $ 0.10
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
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CALMAT CO.
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited, amounts in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1995 1994
==== ====
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (1,982) $ 1,453
Depreciation, cost depletion and
amortization 7,641 7,565
Other 3,741 (2,649)
----- ------
Cash provided by operating activities 9,400 6,369
----- -----
INVESTING ACTIVITIES:
Purchase of property, plant and
equipment (14,984) (3,537)
Proceeds from sale of real estate 16,635 569
Other 233 522
--- ---
Cash provided by (used for)
investing activities 1,884 (2,446)
----- ------
FINANCING ACTIVITIES:
Notes payable to banks (11,250) (6,000)
Principal payments on notes and bonds
payable - (2,787)
Payment of cash dividends (2,314) (2,311)
Other 141 660
--- ---
Cash used for financing activities (13,423) (10,438)
------- -------
Decrease in cash and cash equivalents (2,139) (6,515)
Balance, beginning of period 2,139 10,596
----- ------
Balance, end of period $ 0 $ 4,081
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
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CALMAT CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. In the opinion of management, information furnished herein
reflects all adjustments necessary for a fair presentation of
the financial position and results of operations for the
interim periods. There have been no changes in the
significant accounting policies as discussed in Note 1 of
Notes to Financial Statements contained in the Company's 1994
Annual Report on Form 10-K, filed with the Commission on
March 31, 1995.
2. Earnings per common equivalent share (common shares
adjusted for dilutive effect of common stock options) have
been computed by dividing net income for each period by the
weighted-average equivalent shares of common stock
outstanding.
3. Certain prior year amounts have been restated to conform to
the current year's presentation.
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CALMAT CO.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
=========================================================
Results of Operations
- - ---------------------
The Company reported a net loss of $2.0 million, or $0.09 per
share, for the first quarter of 1995 compared with net income of
$1.5 million, or $0.06 per share, for the prior year's first
quarter.
Record rainfall and related flooding in the Company's California
markets resulted in more lost work days in the most recent
quarter than in the year earlier quarter, resulting in depressed
volumes and causing plant efficiencies to suffer. Also, the
first quarter of 1994 benefitted from volumes generated by
activity related to the Los Angeles earthquake.
Business segment information for the three months ended March 31,
1995 and 1994 is as follows:
<TABLE>
<CAPTION>
Three months ended
March 31,
1995 1994
==== ====
(unaudited, amounts in thousands)
<S> <C> <C>
Revenues:
Asphalt $23,888 $28,902
Concrete and Aggregates 42,034 49,303
Properties - Operations 4,677 5,846
Properties - Real Estate Sales 2,872 553
Corporate and Other 1,278 539
Intersegment Sales (4,795) (5,628)
------- -------
$69,954 $79,515
======= =======
</TABLE>
<TABLE>
<CAPTION>
Three months ended
March 31,
1995 1994
==== ====
(unaudited, amounts in thousands)
<S> <C> <C>
Income (loss) before income taxes:
Asphalt $(1,574) $ 692
Concrete and Aggregates (3,480) 1,870
Properties - Operations 1,622 2,284
Properties - Real Estate Sales 2,872 553
Corporate and unallocated expenses, net (3,183) (3,359)
Other income 597 257
------- -------
$(3,146) $ 2,297
======= =======
</TABLE>
Total revenues by segment include both sales to unaffiliated
customers, as reported in the Company's consolidated statement of
operations, and intersegment sales. Gains from ongoing real
estate sales are included in Properties Division revenue.
Intersegment sales represents sales of aggregates by the Concrete
and Aggregates Division to the Asphalt Division. Income from
operations by segment represents total revenues less direct
operating expenses, segment selling, general and administrative
expenses and certain allocated corporate general and
administrative expenses. Corporate and unallocated expenses
include corporate administrative expenses, interest expense and
support expenses not allocated to business segments. Other
income includes interest income, gains/losses on sale of fixed
assets and other miscellaneous items.
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<PAGE>
CALMAT CO.
Concrete and Aggregates Division
- - --------------------------------
Aggregates sales volume by category is shown below.
<TABLE>
<CAPTION>
Aggregates - Tons Sold
Three months ended
March 31,
1995 1994
==== ====
(unaudited, amounts in thousands)
<S> <C> <C>
Sales to outside customers 2,673 3,849
Used in Ready Mixed Concrete 609 649
Sales to Asphalt Division 816 1,007
--- -----
4,098 5,505
===== =====
</TABLE>
Ready mixed concrete sales volume was 466,000 cubic yards in the
first quarter of 1995 compared with 482,000 cubic yards sold in
the corresponding 1994 period.
Revenues in the Concrete and Aggregates Division were $42.0
million in the first quarter of 1995, down $7.3 million, or 15%
compared with the corresponding 1994 period. The decrease was
primarily due to lower aggregate sales volumes as a result of the
record rainfall in California. The Division had a pre-tax loss
from operations of $3.5 million in the most recent quarter
compared with pre-tax income of $1.9 million in the year earlier
quarter. Aggregates operations accounted for most of this
decline due to the combination of 26% lower volume and 25% higher
unit production costs, partially offset by slightly higher
average selling prices. Despite the adverse weather conditions,
gross profit from ready mixed concrete sales decreased less than
10% in the current quarter due to the combination of a 3% decline
in volume and a 3% increase in unit operating costs, partially
offset by slightly higher average selling prices. Ready mixed
concrete operations were not as negatively impacted by the heavy
rainfall in California because a much larger percentage of the
Company's ready mixed concrete business is in Arizona and New
Mexico where weather conditions were less severe.
Asphalt Division
- - ----------------
Revenues in the Asphalt Division were $23.9 million in the first
quarter of 1995, down $5.0 million, or 17% compared with the
corresponding 1994 period. The decrease was primarily due to
lower sales volumes as a result of the record rainfall in
California. Approximately 10% to 13% of the Division's total
revenues consists of sales of miscellaneous products and services
such as Guardtop, Oil Spread, Petromat, soil remediation
operations, equipment rentals, etc. The Division had a pre-tax
loss from operations of $1.6 million in the most recent quarter
compared with pre-tax income of $0.7 million in the year earlier
quarter. The decline is due to the combination of 17% lower
volume and 9% higher unit production costs, partially offset by
slightly higher average selling prices. As with the Concrete and
Aggregates Division, the weather conditions in California
severely affected volumes and plant efficiencies.
Properties Division
- - -------------------
Revenues in the Properties Division, excluding gains on sales of
real estate, were $4.7 million in first quarter of 1995, down
$1.1 million from revenues of $5.8 million in the corresponding
1994 period. The decrease in revenue for the current quarter is
primarily due to decreased revenues from landfill operations and
developed properties. Pre-tax income from operations includes
income from: rental of properties, self-storage operations,
commercial inert landfills and gains from real estate sales.
Pre-tax income from operations was $4.5 million in the most
recent quarter compared with $2.8 million in the year earlier
quarter. The increase is due primarily to gains from real estate
sales which were $2.9 million in the current quarter compared
with $0.6 million in the comparable 1994 period. Excluding real
estate gains, pre-tax income from operations decreased $0.7
million because of a $0.3 million decrease in income from
developed real estate due to sales of such properties, and $0.4
million decrease in income from landfill operations due, in part,
to the adverse weather in California as well as a decline in
activity related to the 1994 Los Angeles earthquake.
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CALMAT CO.
Liquidity and Capital Resources
- - -------------------------------
Cash and cash equivalents was $0.0 at March 31, 1995 compared
with $2.1 million at December 31, 1994. Cash provided by
operating activities was $9.4 million for the three months ended
March 31, 1995. Cash provided by investing activities was $1.9
million, including $15.0 million used for the purchase of
property, plant, and equipment offset by proceeds from the sale
of real estate of $16.6 million. Cash used for financing
activities was $13.4 million, including $2.3 million for cash
dividends to stockholders and a $11.2 million net decrease in
debt. Overall, cash and cash equivalents decreased $2.1 million
during the first three months of 1995.
Working capital totaled $26.5 million at March 31, 1995, down
from $34.9 million at December 31, 1994. Current ratios were 1.6
and 1.7 at March 31, 1995 and December 31, 1994, respectively.
Total consolidated long-term and short-term borrowings at March
31, 1995 and December 31, 1994 were $57.5 million and $68.8
million, respectively. Debt as a percent of total capitalization
was 13.9% and 16.0%, at March 31, 1995 and December 31, 1994,
respectively.
Management believes that cash provided by operations and existing
borrowing arrangements will provide adequate funds for current
commitments and expected working capital requirements for the
remainder of 1995.
Other
- - -----
In April, 1995 the Company announced a charge of $2.5 million
($1.5 million, net of tax, or $0.06 per share) against second
quarter earnings for severance and other costs related to its
decision to consolidate the management of the Concrete and
Aggregates Division and the Asphalt Division in the state of
California. This consolidation is intended to streamline
decision making, enhance productivity and sharpen market focus as
well as to reduce personnel costs by approximately $3.0 million
per year in the future. The Company's construction materials
operations in Arizona and New Mexico were previously consolidated
in a similar manner.
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CALMAT CO.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of the Company was held in
Los Angeles, California, on April 26, 1995, to:
1. Elect thirteen directors, comprising the entire Board of
Directors, to serve during the ensuing year and until their
successors are elected or appointed. The nominees were
John C. Argue, Arthur Brown, Harry M. Conger, Rayburn S.
Dezember, A. Frederick Gerstell, Richard A. Grant, Jr.,
Grover R. Heyler, William T. Huston, William Jenkins,
Edward A. Landry, Thomas L. Lee, Thomas M. Linden and
Stuart T. Peeler.
2. Ratify the selection by the Company's Board of Directors of
auditors for 1995.
The results of the meeting are as follows:
<TABLE>
<S> <C>
Shares outstanding and entitled to vote: 23,138,769
Total shares voted: 20,687,086
% of shares outstanding: 89.4
</TABLE>
<TABLE>
<CAPTION>
Proposal 1, Directors
- - --------------------- Broker
For Withheld Non-Votes
--- -------- ---------
<S> <C> <C> <C>
Argue, J. C. 20,582,631 104,455 -0-
% of votes cast 99.495 0.505
% of shares outstanding 88.953 0.451
Brown, Arthur 20,563,256 123,830
% of votes cast 99.401 0.599
% of shares outstanding 88.869 0.535
Conger, H. M. 20,582,831 104,255 -0-
% of votes cast 99.496 0.504
% of shares outstanding 88.954 0.450
Dezember, R. S. 20,583,831 103,255 -0-
% of votes cast 99.501 0.499
% of shares outstanding 88.958 0.446
Gerstell, A. F. 20,513,295 173,791 -0-
% of votes cast 99.160 0.840
% of shares outstanding 88.653 0.751
Grant, R. A. 20,583,771 103,315 -0-
% of votes cast 99.501 0.499
% of shares outstanding 88.958 0.446
Heyler, G. R. 20,197,184 489,902 -0-
% of votes cast 97.632 2.368
% of shares outstanding 87.287 2.117
</TABLE>
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<TABLE>
<CAPTION>
Broker
Proposal 1, Directors (continued) For Withheld Non-votes
- - --------------------------------- --- -------- ---------
<S> <C> <C> <C>
Huston, W. T. 20,583,571 103,515 -0-
% of votes cast 99.500 0.500
% of shares outstanding 88.957 0.447
Jenkins, W. 20,554,700 132,386 -0-
% of votes cast 99.360 0.640
% of shares outstanding 88.832 0.572
Landry, E. 20,578,721 108,365 -0-
% of votes cast 99.476 0.524
% of shares outstanding 88.936 0.468
Lee, T. L. 20,582,771 104,315 -0-
% of votes cast 99.496 0.504
% of shares outstanding 88.954 0.450
Linden, T. M. 20,582,971 104,115 -0-
% of votes cast 99.497 0.503
% of shares outstanding 88.954 0.450
Peeler, S. T. 20,583,771 103,315 -0-
% of votes cast 99.501 0.499
% of shares outstanding 88.958 0.446
</TABLE>
<TABLE>
<CAPTION>
Broker
Proposal 2, Auditors For Against Abstentions Non-Votes
- - -------------------- --- ------- ----------- ---------
<S> <C> <C> <C> <C>
Shares: 20,613,959 14,234 58,893 -0-
% of shares voted: 99.646 0.069 0.285
% of shares outstanding: 89.088 0.062 0.254
</TABLE>
All directors listed above were elected at the meeting. There
was no other director whose term of office as a director
continued after the meeting.
Item 5. Other Information
- - --------------------------
In April, 1995 the Company announced a charge of $2.5 million
($1.5 million, net of tax, or $0.06 per share) against second
quarter earnings for severance and other costs related to its
decision to consolidated the management of the Concrete and
Aggregates Division and the Asphalt Division in the state of
California. This consolidation is intended to streamline
decision making, enhance productivity and sharpen market focus as
well as to reduce personnel costs by approximately $3.0 million
per year in the future. The Company's construction materials
operations in Arizona and New Mexico were previously consolidated
in a similar manner.
Item 6. Exhibits and Reports on Form 8-K
- - ----------------------------------------
(a) None.
(b) No reports on Form 8-K were filed during the quarter
ended March 31, 1995.
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CALMAT CO.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CALMAT CO.
___________________________________
Date: May 12, 1995 By: /s/ PAUL STANFORD
___________________________________
Paul Stanford
Executive Vice President -
Administration, General
Counsel and Secretary
Date: May 12, 1995 By: /s/ EDWARD J. KELLY
___________________________________
Edward J. Kelly
Senior Vice President,
Treasurer and Chief Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000023533
<NAME> CALMAT CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 56,387
<ALLOWANCES> (4,661)
<INVENTORY> 6,749
<CURRENT-ASSETS> 70,882
<PP&E> 653,118
<DEPRECIATION> (261,036)
<TOTAL-ASSETS> 552,175
<CURRENT-LIABILITIES> 53,241
<BONDS> 57,428
<COMMON> 23,139
0
0
<OTHER-SE> 333,668
<TOTAL-LIABILITY-AND-EQUITY> 552,175
<SALES> 65,804
<TOTAL-REVENUES> 69,954
<CGS> 62,996
<TOTAL-COSTS> 62,996
<OTHER-EXPENSES> 781
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 490
<INCOME-PRETAX> (3,146)
<INCOME-TAX> 1,164
<INCOME-CONTINUING> (1,982)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,982)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
