<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 MARCH 31, 1996
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.
23,237,312 shares of Common Stock were outstanding at April 30, 1996.
<PAGE>
CALMAT CO.
INDEX
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PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
(a) Consolidated Balance Sheets:
March 31, 1996 and December 31, 1995 3
(b) Consolidated Statements of Operations:
For the Three Months Ended March 31, 1996 and 1995 4
(c) Consolidated Statements of Cash Flow:
For the Three Months Ended March 31, 1996 and 1995 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 9
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
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<PAGE>
CALMAT CO.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ -
Trade accounts receivable, less allowance
for discounts and doubtful accounts
($5,128 in 1996 and $4,570 in 1995) 50,123 62,274
Inventories 13,864 11,705
Prepaid expenses and other 2,522 3,265
Deferred income taxes 9,361 9,361
Installment notes receivable-current portion 7,050 7,217
--------- ---------
Total current assets 82,920 93,822
Installment notes receivable and other assets 21,008 20,670
Investment in and advances to affiliates 1,246 1,236
Costs in excess of net assets of businesses acquired, net 51,679 52,102
Property, plant and equipment, at cost:
Land and deposits 170,713 166,995
Buildings, machinery and equipment 462,795 465,631
Construction in progress 50,599 40,082
--------- ---------
684,107 672,708
Less: Accumulated depreciation and depletion (282,787) (281,008)
--------- ---------
Property, plant and equipment, net 401,320 391,700
--------- ---------
Total assets $ 558,173 $ 559,530
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 22,060 $ 23,753
Accrued liabilities 30,525 32,687
Notes and bonds payable - current portion 110 110
Income taxes payable 1,093 1,403
Dividends payable 2,319 2,318
--------- ---------
Total current liabilities 56,107 60,271
Notes and bonds payable - long term portion 88,321 84,321
Other liabilities and deferred credits 31,399 30,670
Deferred income taxes 53,100 53,119
--------- ---------
Total liabilities 228,927 228,381
--------- ---------
Stockholders' Equity:
Common stock 23,237 23,182
Additional paid-in capital 41,470 40,588
Retained earnings 264,539 267,379
--------- ---------
Total stockholders' equity 329,246 331,149
--------- ---------
Total liabilities and stockholders' equity $ 558,173 $ 559,530
========= =========
</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
March 31,
1996 1995
------- -------
<S> <C> <C>
Revenues:
Net sales and operating revenues $80,517 $65,804
Gains on sales of real estate 651 2,872
Other income 1,479 1,278
------- -------
82,647 69,954
Costs and expenses:
Cost of products sold and operating expenses 72,658 62,996
Selling, general and administrative expenses 9,334 8,833
Interest expense 1,101 490
Other expense 385 781
------- -------
83,478 73,100
------- -------
Loss before taxes (831) (3,146)
Federal and state income taxes (307) (1,164)
------- -------
Net loss $ (524) $(1,982)
======= =======
Per Share Data:
Loss per share $ (0.02) $ (0.09)
======= =======
Weighted average shares outstanding 23,204 23,158
======= =======
Cash dividends per share $ 0.10 $ 0.10
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
CALMAT CO.
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited, amounts in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1996 1995
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ ( 524) $ (1,982)
Depreciation, cost depletion and amortization 7,576 7,641
Other 5,790 3,741
-------- --------
Cash provided by operating activities 12,842 9,400
-------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (16,178) (14,984)
Proceeds from sale of real estate 223 16,635
Other 387 233
-------- --------
Cash provided by (used for) investing activities (15,568) 1,884
-------- --------
FINANCING ACTIVITIES:
Notes payable to banks 4,000 (11,250)
Principal payments on notes and bonds payable -- --
Payment of cash dividends (2,318) (2,314)
Other 1,044 141
-------- --------
Cash provided by (used for) financing activities 2,726 (13,423)
-------- --------
Cash and cash equivalents -- (2,139)
Balance, beginning of period -- 2,139
-------- --------
Balance, end of period $ 0 $ 0
======== ========
</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 1995 Annual Report on Form
10-K.
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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<PAGE>
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 $0.5 million, or $0.02 per share, for the
first quarter of 1996 compared with a net loss of $2.0 million, or $0.09 per
share, for the prior year's first quarter. The improvement is due to higher
sales volumes for all products and 20% lower unit production costs for the
aggregates operations.
The first quarter is usually the Company's weakest quarter due to the adverse
impact of rainfall on operations and 1995 had record rainfall in the Company's
California markets.
Business segment information for the three months ended March 31, 1996 and 1995
is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
------- -------
(unaudited, amounts in thousands)
<S> <C> <C>
Revenues:
Construction Materials $75,195 $61,127
Properties - Operations 5,322 4,677
Properties - Real Estate Sales 651 2,872
Corporate and Other 1,479 1,278
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$82,647 $69,954
======= =======
<CAPTION>
Three Months Ended
March 31,
1996 1995
------- -------
(unaudited, amounts in thousands)
<S> <C> <C>
Income (loss) before income taxes:
Construction Materials $ (298) $(5,054)
Properties - Operations 2,345 1,622
Properties - Real Estate Sales 651 2,872
Corporate and Other (2,759) (2,693)
Interest Expense (1,101) (490)
Other income 331 597
------- -------
$ (831) $(3,146)
======= =======
</TABLE>
Income (loss) 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
Other includes corporate administrative expenses and support expenses not
allocated to business segments. Other income includes interest income,
gains/losses on sale of fixed assets and other miscellaneous items.
-7-
<PAGE>
CALMAT CO.
Construction Materials Division
- - -------------------------------
Sales volumes are shown below:
<TABLE>
<CAPTION>
(Amounts in Thousands)
Three Months Ended
March 31,
1996 1995*
----- -----
<S> <C> <C>
Aggregates:
Tons sold to outside customers 3,793 3,001
Tons used in ready mixed concrete 750 609
Tons used in asphalt 951 817
----- -----
5,494 4,427
===== =====
Tons of hot-mix asphalt sold 1,253 1,199
===== =====
Yards of ready mixed concrete sold 553 466
===== =====
</TABLE>
*Adjusted to include tons sold by a previously unconsolidated operation, in
order to be comparable to 1996.
Revenues in the Construction Materials Division were $75.2 million in the first
quarter of 1996, up $14.1 million, or 23% compared with the corresponding 1995
period. The increase was primarily due to higher sales volumes as a result of
less inclement weather in California in the current period, and, also, rising
demand in the Arizona and San Diego markets. The Division had a pre-tax loss
from operations of $0.3 million in the most recent quarter compared with a pre-
tax loss of $5.1 million in the year earlier quarter. The improvement was
primarily due to higher earnings from aggregates operations, due to 20% lower
unit production costs and 24% higher sales volumes. Unit production costs
decreased primarily due to efficiencies associated with the higher volumes, as
well as lower labor costs. The aggregates improvement was partially offset by
lower earnings from our asphalt operations, caused by 7% higher unit production
costs, of which two thirds was due to increased costs of liquid asphalt and
aggregates.
Properties Division
- - -------------------
Revenues in the Properties Division, excluding gains on sales of real estate,
were $5.3 million in first quarter of 1996, up $0.6 million from revenues of
$4.7 million in the corresponding 1995 period. The increase in revenue for the
current quarter is primarily due to increased revenues from landfill operations.
Pre-tax income from operations was $3.0 million in the most recent quarter
compared with $4.5 million in the year earlier quarter. The current quarter
includes $0.7 million of gains from real estate sales versus gains of $2.9
million in the prior year's period. Excluding real estate gains, Properties
Division pre-tax income from operations increased $0.7 million. The increase
was largely due to increased income from landfill operations.
Liquidity and Capital Resources
- - -------------------------------
Cash and cash equivalents were $0.0 at March 31, 1996 and December 31, 1995, as
the Company used all available cash to reduce outstanding borrowings. Cash
provided by operating activities was $12.8 million for the three months ended
March 31, 1996. Cash used for investing activities was $15.6 million,
including $16.2 million used for the purchase of property, plant, and equipment.
Cash provided by financing activities was $2.7 million, including a $4.0 million
net increase in debt, partially offset by $2.3 million in cash dividends.
Working capital totaled $26.8 million at March 31, 1996, down from $33.6 million
at December 31, 1995. Current ratios were 1.5 and 1.6 at March 31, 1996 and
December 31, 1995, respectively.
Total consolidated long-term and short-term borrowings at March 31, 1996 and
December 31, 1995 were $88.4 million and $84.4 million, respectively. Debt as a
percent of total capitalization was 21.2% and 20.3%, at March 31, 1996 and
December 31, 1995, respectively.
8
<PAGE>
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 24, 1996, 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.
The results of the meeting are as follows:
Shares outstanding and entitled to vote: 23,192,312
Total shares voted: 21,478,414
% of shares outstanding: 92.6
<TABLE>
<CAPTION>
Broker
Proposal 1, Directors For Withheld Non-Votes
- - --------------------- ---------- --------- ---------
<S> <C> <C> <C>
Argue, J. C. 20,636,587 841,827 -0-
% of votes cast 96.081 3.919
% of shares outstanding 88.980 3.630
Brown, Arthur 20,637,687 840,727
% of votes cast 96.086 3.914
% of shares outstanding 88.985 3.625
Conger, H. M. 20,636,787 841,627 -0-
% of votes cast 96.082 3.918
% of shares outstanding 88.981 3.629
Dezember, R. S. 20,635,987 842,427 -0-
% of votes cast 96.078 3.922
% of shares outstanding 88.978 3.632
Gerstell, A. F. 20,570,800 907,614 -0-
% of votes cast 95.774 4.226
% of shares outstanding 88.697 3.913
Grant, R. A. 20,635,887 842,527 -0-
% of votes cast 96.077 3.923
% of shares outstanding 88.977 3.633
Heyler, G. R. 20,315,582 1,162,832 -0-
% of votes cast 94.586 5.414
% of shares outstanding 87.596 5.014
</TABLE>
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<PAGE>
CALMAT CO.
<TABLE>
<CAPTION>
Broker
Proposal 1, Directors (continued) For Withheld Non-Votes
- - ------------------------------------ ---------- --------- ---------
<S> <C> <C> <C>
Huston, W. T. 20,636,055 842,359 -0-
% of votes cast 96.078 3.922
% of shares outstanding 88.978 3.632
Jenkins, W. 20,607,055 871,359 -0-
% of votes cast 95.943 4.057
% of shares outstanding 88.853 3.757
Landry, E. 20,318,482 1,159,932 -0-
% of votes cast 94.600 5.400
% of shares outstanding 87.609 5.001
Lee, T. L. 20,636,787 841,627 -0-
% of votes cast 96.082 3.918
% of shares outstanding 88.981 3.629
Linden, T. M. 20,635,087 843,327 -0-
% of votes cast 96.074 3.926
% of shares outstanding 88.974 3.636
Peeler, S. T. 20,617,953 860,461 -0-
% of votes cast 95.994 4.006
% of shares outstanding 88.900 3.710
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
- - ----------------------------------------
(a) Exhibit 27. Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended March 31,
1996.
-10-
<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: May 10, 1996 By: /s/ H. James Gallagher
---------------------------
H. James Gallagher
Executive Vice President
Finance and Administration
Date: May 10, 1996 By: /s/ Edward J. Kelly
---------------------------
Edward J. Kelly
Senior Vice President,
Treasurer and Chief Accounting
Officer
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 55,251
<ALLOWANCES> 5,128
<INVENTORY> 13,864
<CURRENT-ASSETS> 82,920
<PP&E> 684,107
<DEPRECIATION> (282,787)
<TOTAL-ASSETS> 558,173
<CURRENT-LIABILITIES> 56,107
<BONDS> 88,321
0
0
<COMMON> 23,237
<OTHER-SE> 306,009
<TOTAL-LIABILITY-AND-EQUITY> 558,173
<SALES> 80,517
<TOTAL-REVENUES> 82,647
<CGS> 72,658
<TOTAL-COSTS> 72,658
<OTHER-EXPENSES> 385
<LOSS-PROVISION> 531
<INTEREST-EXPENSE> 1,101
<INCOME-PRETAX> (831)
<INCOME-TAX> (307)
<INCOME-CONTINUING> (524)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (524)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
