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<PAGE> 1
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 is 0-4197
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.)
12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251
- ---------------------------------------- -------
(Address of principal executive offices) (Zip Code)
(214) 991-8400
----------------------------------------------------
(Registrant's Telephone Number, including area 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 April 13, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1995 1994
------------- ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 157 $ 23
Trade receivables 5,519 6,002
Inventories 4,932 4,770
Prepaid expenses and other assets 633 320
------------- -----------
Total current assets 11,241 11,115
------------- -----------
Property, plant and equipment at cost: 50,856 50,028
Less accumulated depreciation (35,732) (35,052)
------------- -----------
Net property, plant and equipment 15,124 14,976
------------- -----------
Note receivable 326 343
Other assets, net 993 963
------------- -----------
Total assets $ 27,684 $ 27,397
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current installments of long-term debt $ 1,143 $ 1,143
Accounts payable-trade 2,697 2,671
Accrued expenses 1,705 1,858
------------- -----------
Total current liabilities 5,545 5,672
Long-term debt, excluding current
installments 6,139 6,225
Other liabilities 772 698
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 15,848 15,848
Retained earnings 14,323 13,897
------------- -----------
30,700 30,274
Less treasury stock at cost;
1,458,002 shares of common stock (15,472) (15,472)
------------- -----------
Total stockholders' equity 15,228 14,802
------------- -----------
Total liabilities and stockholders' equity $ 27,684 $ 27,397
============= ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
March 31, 1995 March 31, 1994
------------------ --------------------
<C> <C> <C> <C>
Revenues $ 8,649 100.00% $ 6,763 100.00%
Cost of revenues:
Labor and other operating
expenses 5,854 67.68% 5,075 75.04%
Depreciation, depletion and 802 9.27% 815 12.05%
amortization
Amortization of cost in excess of
net assets acquired - 164 2.42%
---------------------- --------------------
6,656 76.96% 6,054 89.52%
---------------------- --------------------
Gross profit 1,993 23.04% 709 10.48%
Selling, general and
administrative expenses 1,292 14.94% 1,234 18.25%
---------------------- --------------------
Operating profit (loss) 701 8.10% (525) -7.76%
---------------------- --------------------
Other deductions (income):
Interest expense 175 2.02% 212 3.13%
Other, net (9) -0.10% (11) -0.16%
---------------------- --------------------
166 1.92% 201 2.97%
---------------------- --------------------
Net income (loss) before income taxes 535 6.19% (726) -10.73%
Federal and state income taxes 109 1.26% -
---------------------- --------------------
Net income (loss) $ 426 4.93% $ (726) -10.73%
====================== ====================
Net income (loss) per share of
common stock $ 0.11 $(0.19)
========= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------
MARCH 31,
---------------------------------
1995 1994
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 426 $ (726)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization 837 1,031
Amortization of financing costs 18 18
Loss on sale of property 16 -
Current assets (net change) [1] (8) 577
Other assets (14) 47
Current liabilities (net change) [2] (127) (614)
Other liabilities 74 (4)
------------ ---------
Net cash provided by operating activities 1,222 329
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,011) (342)
Proceeds from sale of property, plant and equipment 9 -
------------ ---------
Net cash (used in) investing activities (1,002) (342)
------------ ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 700 200
Principal payments of debt and lease obligations (786) (191)
Amount due from ESOP net of income tax (net change) - 102
------------ ---------
Net cash provided by (used in) financing activities (86) 111
------------ ---------
Net increase in cash 134 98
Cash at beginning of period 23 414
------------ ---------
Cash at end of period $ 157 $ 512
============ =========
Supplemental cash flow information:
Interest paid $ 153 $ 125
============ =========
Income taxes paid $ 170 $ -
============ =========
</TABLE>
[1] Exclusive of net change in cash.
[2] Exclusive of net change in debt and lease obligations.
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
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, 1994. The results of operations for the
period ended March 31, 1995 are not necessarily indicative of what the
operating results for the full year will be.
2. Earnings Per Common Share
Earnings per share of common stock are based on the weighted average
number of common shares outstanding during each period.
3. Inventories
Inventories consist of the following at:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------- ------------
(In thousands of dollars)
<S> <C> <C>
Raw materials $ 901 $ 714
Finished goods 2,330 2,440
Service parts 1,701 1,616
------- -------
Total Inventories $ 4,932 $ 4,770
======= =======
</TABLE>
4. Prepaid Expenses
At March 31, 1995, prepaid expenses included $347,000 of deferred
costs that will be absorbed in inventory by the end of the year based
on units of production method. The costs relate to a planned
aggregates production shut-down of one of the plant facilities during
the first quarter of 1995. Deferred costs include maintenance and
other expenses incurred during the quarter that will contribute
towards revenues in subsequent quarters.
5
<PAGE> 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCE
Cash flows from continuing operating activities increased to
$1,222,000 for the three months ended March 31, 1995, from $329,000
for the three months ended March 31, 1994.
In February 1994, the Company fixed the interest rate on its
$8,000,000 Term Loan at 7.95% per annum for three years.
The Company has completed the feasibility studies for a new kiln at
the Arkansas plant and has decided to proceed with this project. The
new kiln will complement the existing shaft kiln by allowing the
Company to expand its customer base. The lime produced on the new
kiln will meet the specific chemical needs of customers the Company
currently is unable to serve. The project is expected to cost
approximately $5-6 million.
RESULTS OF OPERATION
Revenues increased from $6,763,000 in the first quarter of 1994 to
$8,649,000 in the first quarter of 1995, an increase of $1,886,000 or
28%. This resulted from a 32% increase in sales volume and a 4%
decrease in prices.
The Company's gross profit was $1,993,000 in the first quarter of
1995, compared to $709,000 in the first quarter of 1994, a 181%
increase. Gross profit margin for the first quarter of 1995 increased
to 23.0%, from 10.5% in 1994. The higher gross profit was attributed
to increased sales volume, improved production efficiencies, and a
mild winter. In addition, gross profit was enhanced by lower
depreciation costs and no amortization in this quarter of cost in
excess of net assets acquired.
Selling, general and administrative expenses (SG&A) increased 5% to
$1,292,000 in the first quarter of 1995, compared to $1,234,000 in the
first quarter of 1994. However, SG&A as a percentage of sales
decreased to 14.9% from 18.3% a year ago.
Interest expense decreased by $37,000 in the first quarter of 1995,
compared to the first quarter of 1994. This decrease was due to
decreases in the revolving credit loan and the term loan balances.
The combination of a mild winter, which contributed to increased sales
volumes, and improved production efficiencies were significant factors
in the Company's first quarter net income. The Company reported net
income of $426,000 or 11 cents per share during the first quarter of
1995, compared to a loss of $726,000 or 19 cents per share during the
first quarter of 1994.
6
<PAGE> 7
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
11 - Statement re computation of per share earnings (loss)
27 - Financial Data Schedule
b. Reports on Form 8-K:
The Company filed no Reports on Form 8-K during the quarter
ended March 31, 1995.
7
<PAGE> 8
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.
April 17, 1995 By: /s/ Robert F. Kizer
Robert F. Kizer
President and Chief Executive Officer
April 17, 1995 By: /s/ Timothy W. Byrne
Timothy W. Byrne
Senior Vice President
and Chief Financial Officer
8
<PAGE> 9
UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended March 31, 1995
Index to Exhibits
Exhibit No. Exhibit
- ----------- ------------------------------------------------------
11 Statement re computation of per share earnings (loss).
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (LOSS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------------
1995 1994
---- ----
<S> <C> <C>
Net income (loss) $ 426,000 (726,000)
========== ===========
Weighted average number of common
shares outstanding 3,836,063 3,836,063
========== ===========
Net income (loss) per share of common stock: $ 0.11 (0.19)
========== ===========
</TABLE>
NOTE: Outstanding stock options are excluded from the computation as the
effective dilution in earnings per share data is less than 1%.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 157
<SECURITIES> 0
<RECEIVABLES> 5,519
<ALLOWANCES> 0
<INVENTORY> 4,932
<CURRENT-ASSETS> 11,241
<PP&E> 50,856
<DEPRECIATION> 35,732
<TOTAL-ASSETS> 27,684
<CURRENT-LIABILITIES> 5,545
<BONDS> 0
<COMMON> 529
0
0
<OTHER-SE> 14,699
<TOTAL-LIABILITY-AND-EQUITY> 27,684
<SALES> 8,649
<TOTAL-REVENUES> 8,649
<CGS> 6,656
<TOTAL-COSTS> 6,656
<OTHER-EXPENSES> 1,283
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 175
<INCOME-PRETAX> 535
<INCOME-TAX> 109
<INCOME-CONTINUING> 426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 426
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
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