<PAGE>
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 1-7035
CALMAT CO.
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(Exact name of registrant as specified in its charter)
Delaware 95-0645790
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
3200 San Fernando Road, Los Angeles, California 90065
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(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.
23,154,422 shares of Common Stock were outstanding at August 10, 1995.
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CALMAT CO.
INDEX
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
(a) Consolidated Balance Sheets:
June 30, 1995 and December 31, 1994 3
(b) Consolidated Statements of Operations:
For the Three and Six Months Ended June 30, 1995 and 1994 4
(c) Consolidated Statements of Cash Flow:
For the Six Months Ended June 30, 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 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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<PAGE>
CALAMAT CO.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- --------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,247 $ 2,139
Trade accounts receivable, less allowance
for discounts and doubtful accounts
($5,214 in 1995 and $4,254 in 1994) 67,296 61,353
Income taxes receivable 113 714
Inventories 6,901 6,439
Prepaid expenses and other 2,302 3,322
Deferred income taxes 9,089 9,089
Installment notes receivable 1,487 1,329
--------- ------------
Total current assets 88,435 84,385
Installment notes receivable and other assets 36,014 36,464
Costs in excess of net assets of subsidiaries 52,948 53,793
Property, plant and equipment, at cost:
Land and deposits 170,442 168,523
Buildings, machinery and equipment 460,306 476,023
Construction in progress 35,608 19,515
--------- ------------
666,356 664,061
Less: Accumulated depreciation and depletion (266,252) (265,866)
--------- ------------
Property, plant and equipment, net 400,104 398,195
--------- ------------
Total assets $ 577,501 $ 572,837
========= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 25,458 $ 17,909
Accrued liabilities 28,676 29,185
Notes and bonds payable - current portion 115 95
Federal and state income taxes 1,236 -
Dividends payable 2,319 2,314
--------- ------------
Total current liabilities 57,804 49,503
Notes and bonds payable - long term portion 66,374 68,694
Other liabilities and deferred credits 22,314 21,333
Deferred income taxes 72,216 72,203
--------- ------------
Total liabilities 218,708 211,733
--------- ------------
Stockholders' Equity:
Common stock 23,152 23,139
Additional paid-in capital 40,133 39,930
Retained earnings 295,508 298,035
--------- ------------
Total stockholders' equity 358,793 361,104
--------- ------------
Total liabilities and stockholders' equity $ 577,501 $ 572,837
========= ============
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
CALMAT CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1995 1994 1995 1994
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales and operating revenues $101,050 $93,209 $166,854 $171,632
Gains on sales of real estate 956 0 3,828 553
Other income 1,041 442 2,319 981
-------- ------- -------- --------
103,047 93,651 173,001 173,166
-------- ------- -------- --------
Costs and expenses:
Cost of products sold and operating expenses 84,201 75,255 147,197 143,175
Selling, general and administrative expenses 9,304 8,224 18,137 15,809
Interest expense 492 1,192 982 2,503
Other expense 534 768 1,315 1,170
Special charge 2,000 0 2,000 0
-------- ------- -------- --------
96,531 85,439 169,631 162,657
-------- ------- -------- --------
Income before taxes 6,516 8,212 3,370 10,509
Federal and state income taxes 2,411 3,018 1,247 3,862
-------- ------- -------- --------
Net income $ 4,105 $ 5,194 $ 2,123 $ 6,647
======== ======= ======== ========
Per Share Data:
Net income $0.18 $0.22 $0.09 $0.29
======== ======= ======== ========
Weighted average shares outstanding 23,214 23,219 23,178 23,249
======== ======= ======== ========
Cash dividends per share $0.10 $0.10 $0.20 $0.20
======== ======= ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
CALAMUT CO.
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited, amounts in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
1995 1994
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,123 $ 6,647
Depreciation, cost depletion and amortization 15,196 15,056
Other 389 (5,431)
-------- --------
Cash provided by operating activities 17,708 16,272
-------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (30,750) (11,902)
Proceeds from sale of real estate 17,977 569
Other 618 1,073
-------- --------
Cash used for investing activities (12,155) (10,260)
-------- --------
FINANCING ACTIVITIES:
Notes payable to banks (2,250) (6,000)
Principal payments on notes and bonds payable (30) (6,119)
Payment of cash dividends (4,628) (4,625)
Other 463 705
-------- --------
Cash provided by (used for) financing activities (6,445) (16,039)
-------- --------
Increase (decrease) in cash and cash equivalents (892) (10,027)
Balance, beginning of period 2,139 10,596
-------- --------
Balance, end of period $ 1,247 $ 569
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
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. Included in cash at June 30, 1995 was $1.3 million of proceeds from the sale
of real estate held in trust for potential tax-deferred real estate
exchanges.
4. 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 net income of $4.1 million, or $0.18 per share, for
the second quarter of 1995, which includes a special charge of $1.2
million, after tax, or $0.05 per share, related to the previously announced
management consolidation of the Company's construction materials
operations. Excluding the special charge, net income would have been $5.3
million, or $0.23 per share, compared with $5.2 million, or $0.22 per
share, for the prior year's second quarter.
The Company reported net income of $2.1 million, or $0.09 per share, for
the six months ended June 30, 1995, which includes the special charge of
$1.2 million, or $0.05 per share, referred to above. Excluding the special
charge, net income would have been $3.3 million, or $0.14 per share,
compared with net income of $6.6 million, or $0.29 per share, for the
comparable period in 1994.
Record rainfall and related flooding in the Company's California markets
severely affected operations in the first quarter of 1995. Also, 1994
benefitted from volumes generated by activity related to the Los Angeles
earthquake.
Business segment information for the three and six months ended June 30,
1995 and 1994 is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
-------- ------- -------- --------
<S> <C> <C> <C> <C>
(unaudited, amounts in thousands)
Revenues:
Asphalt $ 46,310 $40,080 $ 70,198 $ 68,982
Concrete and Aggregates 58,138 54,488 100,172 103,791
Properties - Operations 4,808 6,019 9,485 11,865
Properties - Real Estate Sales 956 - 3,828 553
Corporate and other 1,041 442 2,319 981
Intersegment sales (8,206) (7,378) (13,001) (13,006)
-------- ------- -------- --------
$103,047 $93,651 $173,001 $173,166
======== ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
-------- ------- -------- --------
<S> <C> <C> <C> <C>
(unaudited, amounts in thousands)
Revenues:
Income before income taxes:
Asphalt $ 4,168 $ 4,033 $ 2,594 $ 4,725
Concrete and Aggregates 4,193 5,455 713 7,325
Properties - Operations 1,921 2,493 3,543 4,777
Properties - Real Estate Sales 956 - 3,828 553
Corporate and unallocated expenses, net (3,466) (3,945) (6,649) (7,304)
Other income 744 176 1,341 433
Special charge (2,000)(a) 0 (2,000)(a) 0
-------- ------- -------- --------
$ 6,516 $ 8,212 $ 3,370 $ 10,509
======== ======= ======== ========
</TABLE>
(a) Charge for severance and other costs related to the consolidation of
the management of the Concrete and Aggregates Division and the Asphalt
Division in the state of California.
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<PAGE>
CALMAT CO.
Results of Operations - continued
---------------------
Total revenues by segment include both sales to unaffiliated customers, as
reported in the Company's consolidated statement of operations, and
intersegment sales. 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.
Concrete and Aggregates Division
--------------------------------
Aggregates sales volume by category is shown below.
<TABLE>
<CAPTION>
Aggregates - Tons Sold
(amounts in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
----- ----- ------ ------
<S> <C> <C> <C> <C>
Sales to outside customers 3,998 4,369 6,671 8,218
Used in Ready Mixed Concrete 749 674 1,358 1,323
Sales to Asphalt Division 1,395 1,299 2,211 2,306
----- ----- ------ ------
6,142 6,342 10,240 11,847
===== ===== ====== ======
</TABLE>
Ready mixed concrete sales volume was 563,000 cubic yards in the second
quarter of 1995 compared with 485,000 cubic yards sold in the corresponding
1994 period, and 1,029,000 cubic yards in the first six months of 1995
compared with 967,000 cubic yards sold in the first six months of 1994.
Revenues in the Concrete and Aggregates Division were $58.1 million in the
second quarter of 1995, up $3.7 million, or 7% compared with the
corresponding 1994 period. Revenues were $100.2 million in the first six
months of 1995, down $3.6 million, or 4% compared with the same period in
1994. The revenue increase for the current quarter was due to higher unit
sales volume for ready mixed concrete and higher average selling prices for
both aggregates and ready mixed concrete. The revenue decrease for the
current year's six-month period was primarily due to lower aggregates sales
volume as a result of the record rainfall in California during the first
quarter of 1995. This decline was partially offset by higher average
selling prices for both aggregates and ready mixed concrete and higher unit
sales volume for ready mixed concrete.
The Division's pre-tax income from operations was $4.2 million in the most
recent quarter compared with $5.5 million in the year earlier quarter.
Aggregates gross profit was lower in the second quarter due to the
combination of a 3% volume decline and higher unit production costs,
partially offset by an increase in average selling prices. Gross profit
from ready mixed concrete sales was higher in the second quarter primarily
due to a 16% increase in
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<PAGE>
CALMAT CO.
Concrete and Aggregates Division - continued
--------------------------------
volume. Average selling prices increased 3%, while production costs,
principally purchased cement, increased at nearly the same rate. In
addition, administrative and other overhead costs increased, primarily due
to increased workers' compensation and bad debt reserves.
Pre-tax income from operations for the first six months was $0.7 million,
compared with $7.3 million in the 1994 period. Aggregates operations
accounted for the decline due to the combination of 14% lower volume and
12% higher unit production costs, partially offset by 3% higher average
selling prices. Gross profit from ready mixed concrete sales improved
slightly, due to the combination of a 6% increase in volume and a 3%
increase in average selling prices, partially offset by higher unit
production costs. Ready mixed concrete operations were not as negatively
impacted by the heavy rainfall in California the first quarter, 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 $46.3 million in the second quarter
of 1995, up $6.2 million, or 16% compared with the corresponding 1994
period. Revenues were $70.2 million in the first six months of 1995, up
$1.2 million, or 2% from the first six months of 1994. The revenue
increase for the current quarter was due to the combination of higher unit
sales volumes and higher average selling prices. The revenue increase for
the current year's six-month period was due to higher average selling
prices. Approximately 12% to 14% of the Division's total revenues consists
of sales of miscellaneous products and services such as Guardtop, Oil
Spread, Petromat, Thermal Soils, equipment rentals, etc.
The Division's pre-tax income from operations was $4.2 million in the most
recent quarter compared with $4.0 million in the year earlier quarter.
Gross profit was flat with the year earlier quarter as a 13% increase in
volume and a 4% increase in average selling prices were essentially offset
by an 8% increase in unit production costs. The increase in production
costs relates primarily to the cost of purchased liquid asphalt and
aggregates. A majority of the aggregates used by the Asphalt Division are
purchased from the Concrete and Aggregates Division.
Pre-tax income from operations was $2.6 million in the first six months of
1995 compared with $4.7 million in the prior period. The decline is due to
an 8% increase in unit production costs, partially offset by a 3% increase
in average selling prices. Asphalt sales volumes were essentially
unchanged. As with the Concrete and Aggregates Division, the weather
conditions in California in the first quarter severely affected volumes and
plant efficiencies.
Properties Division
-------------------
Revenues in the Properties Division, excluding gains on sales of real
estate, were $4.8 million in the second quarter of 1995, down $1.2 million
from revenues of $6.0 million in the corresponding 1994 period, and $9.5
million in the first six months of 1995, down $2.4 million from $11.9
million in the first six months of 1994. The decrease in revenue for the
quarter is primarily due to decreased revenue from developed properties
which, in turn, was caused by recent sales of such properties. The
decrease in revenue for the six month period is due to decreased revenue
from developed properties as mentioned above and a decline in revenue from
landfill operations due, in part, to the adverse weather in California in
the first quarter of 1995.
The Division's pre-tax income from operations was $2.9 million for the
second quarter of 1995 compared with $2.5 million in the prior year's
second quarter. Included in the current quarter are $1.0 million of gains
from real estate
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<PAGE>
CALMAT CO.
Properties Division - continued
-------------------
sales. There were no real estate sales in the prior year's quarter.
Excluding real estate gains, pre-tax income from operations decreased $0.6
million. This decrease was primarily caused by a decline in income from
developed properties which, in turn, was caused by recent sales of such
properties.
Pre-tax income from operations was $7.4 million in the first six months of
1995 compared with $5.3 million in the prior period. Gains from real
estate sales of $3.8 million are included in 1995 versus gains of $0.6
million in 1994. Excluding real estate gains, pre-tax income from
operations decreased $1.2 million because of a $0.6 million decrease in
income from developed properties due to recent sales of such properties,
and a $0.6 million decrease in income from landfill operations due, in
part, to the adverse weather in California in the first quarter of 1995.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents amounted to $1.2 million at June 30, 1995
compared with $2.1 million at December 31, 1994. Cash provided by
operating activities was $17.7 million for the six months ended June 30,
1995. Cash used for investing activities was $12.2 million, including
$30.8 million for the purchase of property, plant, and equipment, offset by
proceeds from the sale of real estate of $18.0 million. Cash used for
financing activities was $6.5 million, including $4.6 million for cash
dividends to stockholders and a $2.3 million net decrease in debt.
Overall, cash and cash equivalents decreased $0.9 million during the first
six months of 1995. Working capital totaled $30.6 million at June 30,
1995, down from $34.9 million at December 31, 1994. Current ratios were
1.5 and 1.7 at June 30, 1995 and December 31, 1994, respectively.
Total consolidated long-term and short-term borrowings at June 30, 1995 and
December 31, 1994 were $66.5 million and $68.8 million, respectively. Debt
as a percent of total capitalization was 15.6% and 16.0%, at June 30, 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 during 1995.
Other
-----
The Company's labor contracts with the Operating Engineers Union covering
the Los Angeles area aggregates plants, and asphalt plants throughout
Southern California, have expired. The Company had implemented the
provisions of its final offer to the Los Angeles area aggregates plant
employees earlier in the year. On July 25, 1995, union employees at CalMat
operations throughout Southern California went on strike. The economic
effect of the strike on the Company cannot be predicted accurately at this
time, but volumes and plant efficiencies are expected to decline and a
protracted work stoppage could have a material, adverse impact on the third
quarter's results.
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<PAGE>
CALMAT CO.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibit 27. Article 5 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1995.
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<PAGE>
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.
CALMAT CO.
----------------------------
(Registrant)
Date: August 14, 1995 By: /s/ PAUL STANFORD
------------------------
Paul Stanford
Executive Vice President -
Administration, General
Counsel and Secretary
Date: August 14, 1995 By: /s/ EDWARD J. KELLY
------------------------
Edward J. Kelly
Senior Vice President, Treasurer
and Chief Accounting Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,247
<SECURITIES> 0
<RECEIVABLES> 73,997
<ALLOWANCES> (5,214)
<INVENTORY> 6,901
<CURRENT-ASSETS> 88,435
<PP&E> 666,356
<DEPRECIATION> (266,252)
<TOTAL-ASSETS> 577,501
<CURRENT-LIABILITIES> 57,804
<BONDS> 66,374
<COMMON> 23,152
0
0
<OTHER-SE> 335,641
<TOTAL-LIABILITY-AND-EQUITY> 577,501
<SALES> 166,854
<TOTAL-REVENUES> 173,001
<CGS> 147,197
<TOTAL-COSTS> 147,197
<OTHER-EXPENSES> 1,315
<LOSS-PROVISION> 1,517
<INTEREST-EXPENSE> 982
<INCOME-PRETAX> 3,370
<INCOME-TAX> 1,247
<INCOME-CONTINUING> 2,123
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,123
<EPS-PRIMARY> .09
<EPS-DILUTED> 0
</TABLE>
