<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 SEPTEMBER 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 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 October 19, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
<PAGE> 2
CONFORMED
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 SEPTEMBER 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 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 October 19, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of October 19, 1995,
3,836,063 shares of common stock, $.10 par value, were outstanding.
<PAGE> 3
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>
September 30, December 31,
ASSETS 1995 1994
- ------ ---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 260 $ 23
Trade receivables 6,545 6,002
Inventories 4,933 4,770
Prepaid expenses and other assets 164 320
---------- ---------
Total current assets 11,902 11,115
---------- ---------
Property, plant and equipment at cost: 53,536 50,028
Less accumulated depreciation (37,072) (35,052)
---------- ---------
Net property, plant and equipment 16,464 14,976
---------- ---------
Note receivable 301 343
Other assets, net 1,279 963
---------- ---------
Total assets $ 29,946 $ 27,397
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current installments of long-term debt $ 1,143 $ 1,143
Accounts payable-trade 3,056 2,671
Accrued expenses 2,495 1,858
---------- ---------
Total current liabilities 6,694 5,672
Long-term debt, excluding current installments 4,667 6,225
Other liabilities 572 698
---------- ---------
Total liabilities 11,933 12,595
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 15,848 15,848
Retained earnings 17,108 13,897
---------- ---------
33,485 30,274
Less treasury stock at cost;
1,458,002 shares of common stock (15,472) (15,472)
---------- ---------
Total stockholders' equity 18,013 14,802
---------- ---------
Total liabilities and stockholders' equity $ 29,946 $ 27,397
========== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 4
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 NINE MONTHS ENDED
SEPTEMBER 30, 1995 SEPTEMBER 30, 1995 SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $11,106 100.0% $10,534 100.0% $ 31,213 100.0% $27,462 100.0%
Cost of revenues:
Labor and other operating expenses 7,321 65.9% 6,870 65.2% 20,617 66.1% 18,868 68.7%
Depreciation, depletion and amortization 784 7.1% 754 7.2% 2,360 7.5% 2,356 8.6%
Amortization of cost in excess of
net assets acquired - - - - - - 292 1.0%
------------------ ------------------ ------------------ ------------------
8,105 73.0% 7,624 72.4% 22,977 73.6% 21,516 78.3%
------------------ ------------------ ------------------ ------------------
Gross profit 3,001 27.0% 2,910 27.6% 8,236 26.4% 5,946 21.7%
Selling, general and administrative expenses 1,130 10.2% 1,289 12.2% 3,695 11.8% 3,811 13.9%
------------------ ------------------ ------------------ ------------------
Operating profit 1,871 16.8% 1,621 15.4% 4,541 14.6% 2,135 7.8%
------------------ ------------------ ------------------ ------------------
Other deductions (income):
Interest expense 166 1.5% 233 2.2% 518 1.7% 682 2.5%
Other, net (221) -2.0% 14 0.1% (228) -0.7% (455) -1.7%
------------------ ------------------ ------------------ ------------------
(55) -0.5% 247 2.3% 290 1.0% 227 0.8%
------------------ ------------------ ------------------ ------------------
Net income before
income taxes 1,926 17.3% 1,374 13.0% 4,251 13.6% 1,908 6.9%
Federal and state income taxes 391 3.5% 275 2.6% 850 2.7% 381 1.4%
------------------ ------------------ ------------------ ------------------
Net income 1,535 13.8% 1,099 10.4% 3,401 10.9% 1,527 5.6%
========= ======== ========= ========
Net income per share of
common stock $ 0.40 $ 0.29 $ 0.89 $ 0.40
========= ======== ========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 5
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
SEPTEMBER 30,
-------------
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,401 $ 1,527
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation, depletion and amortization 2,475 2,815
Amortization of financing costs 56 56
Gain on sale of property (126) -
Current assets (net change) [1] (550) (396)
Other assets (330) 91
Current liabilities (net change) [2] 1,022 (782)
Other liabilities (126) 25
-------- ---------
Net cash provided by operating activities 5,822 3,336
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (4,024) (1,811)
Proceeds from sale of property, plant and equipment 187 17
-------- ---------
Net cash used in investing activities (3,837) (1,794)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 2,200 1,400
Principal payments of debt (3,758) (3,212)
Payment of common stock dividends (190) -
Amount due from ESOP net of income tax (net change) - 123
-------- ---------
Net cash used in financing activities (1,748) (1,689)
-------- ---------
Net increase (decrease) in cash and cash equivalents 237 (147)
Cash and cash equivalents at beginning of period 23 414
-------- ---------
Cash and cash equivalents at end of period $ 260 $ 267
======== =========
Supplemental cash flow information:
Interest paid $ 463 $ 563
======== =========
Income taxes paid $ 518 $ 1
======== =========
</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> 6
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
periods ended September 30, 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>
September 30, December 31,
1995 1994
------ ------
(In thousands of dollars)
<S> <C> <C>
Raw materials $1,036 $ 714
Finished goods 1,993 2,440
Service parts 1,904 1,616
------ ------
Total Inventories $4,933 $4,770
====== ======
</TABLE>
4. Prepaid Expenses and Other Assets
At September 30, 1995, prepaid expenses and other assets included
$88,000 of deferred costs that will be absorbed in inventory by the
end of the year based on units of production method. The deferred
costs at September 30, 1994 were $276,000. The 1995 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 first quarter that will
contribute towards revenues in subsequent quarters.
5
<PAGE> 7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows from operating activities increased to $5,822,000 for the
nine months ended September 30, 1995 from $3,336,000 for the nine months
ended September 30, 1994.
During the third quarter of 1995, the Company paid a dividend of 2.5 cents
per share.
In February 1994, the Company fixed the interest rate on its $8,000,000
Term Loan at 7.95% per annum through February 28, 1997. The amount
outstanding on the Term Loan at September 30, 1995 was $5,810,000. The
amounts borrowed under the Company's $6,000,000 Revolving Credit Loan were
completely repaid during the third quarter of 1995.
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 kilns 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 OPERATIONS
Revenues increased from $10,534,000 in the third quarter of 1994 to
$11,106,000 in the third quarter of 1995, an increase of $572,000 or 5.4%.
This resulted from a 3.6% increase in sales volume and a 1.8% increase in
prices. Revenues for the nine months ended September 30, 1995 increased by
13.7% over 1994, caused by a 14.0% increase in sales volume and a 0.3%
decrease in prices. Demand remained strong during the third quarter and
first nine months of 1995.
The Company's gross profit was $3,001,000 in the third quarter of 1995,
compared to $2,910,000 in the third quarter of 1994, a 3.1% increase. This
increase in gross profit is attributed to the increase in revenues. Gross
profit margin decreased for the third quarter of 1995 to 27.0%, from 27.6%
in 1994. Gross profit increased to $8,236,000 in the first nine months of
1995, from $5,946,000 in the first nine months of 1994, a 38.5% increase.
Gross profit margin for the nine months ended September 30, 1995 increased
to 26.4%, from 21.7% in 1994. The increase in revenues, improved
production efficiencies, and no amortization of cost in excess of net
assets acquired all contributed to the increased gross profit and gross
profit margin for the first nine months of 1995.
Selling, general and administrative expenses (SG&A) decreased in the third
quarter of 1995 ($1,130,000), from the comparable period in 1994
($1,289,000), in spite of the 3.6% increase in sales volume. As a result,
SG&A as a percentage of sales decreased to 10.2%, from 12.2% a year
earlier. The majority of the decrease in SG&A was the result of a recovery
of an allowance for doubtful accounts. In the first nine months of 1995,
SG&A decreased by $116,000 compared to 1994, and as a percentage of sales
decreased to 11.8%, from 13.9%.
6
<PAGE> 8
Interest expense decreased in both the third quarter and the first nine
months of 1995 over 1994, by $67,000 and $164,000, respectively. This
decrease was due to decreases in the Revolving Credit Loan and the Term
Loan balances.
Other, net, increased by $235,000 in the third quarter of 1995 due in large
part, to the sale of various surplus equipment. Other, net decreased by
$227,000 in the first nine months of 1995, as a result principally of the
$425,000 ($340,000 net of taxes) benefit recorded in the second quarter of
1994, due to the expiration of certain potential post-closing obligations
relating to the sale of the assets of Virginia Lime Company in 1992. See
footnote 4 to the December 31, 1994 Financial Statements for more
information.
The Company's net income in the third quarter of 1995 increased $436,000,
or 39.7% from $1,099,000 ($0.29 per share) in the third quarter of 1994, to
$1,535,000 ($0.40 per share). For the first nine months of 1995, the
Company recorded net income of $3,401,000 ($0.89 per share), a 122.7%
increase over net income of $1,527,000 ($0.40 per share) in the first nine
months of 1994.
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
10 (aa) Amendment No. 3 to Loan and Security Agreement dated
September 29, 1995, among United States Lime &
Minerals, Inc. and subsidiaries and CoreStates Bank,
N.A.
11 Statement re computation of per share earnings
27 Financial Data Schedule
b. Reports on Form 8-K:
The Company filed no Reports on Form 8-K during the quarter
ended September 30, 1995.
7
<PAGE> 9
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.
October 19, 1995 By: /s/ Robert F. Kizer
-------------------------------
Robert F. Kizer,
President and Chief Executive Officer
October 19, 1995 By: /s/ Timothy W. Byrne
-------------------------------
Timothy W. Byrne,
Senior Vice President
and Chief Financial Officer
8
<PAGE> 10
UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
September 30, 1995
Index to Exhibits
Exhibit No. Exhibit
- ----------- ------------------------------------------------------------------
10 (aa) Amendment No. 3 to Loan and Security Agreement dated September 29,
1995, among United States Lime & Minerals, Inc. and subsidiaries
and CoreStates Bank, N.A.
11 Statement re computation of per share earnings
27 Financial Data Schedule
<PAGE> 1
Exhibit 10(aa)
AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this "Third
Amendment"), dated this 29th day of September, 1995 by and between UNITED
STATES LIME & MINERALS, INC. (formerly known as Scottish Heritable, Inc.), a
Texas corporation ("USL"), CORSON LIME COMPANY, a Pennsylvania corporation
("CLC"), TEXAS LIME COMPANY, a Texas corporation ("TLC"), ARKANSAS LIME
COMPANY, an Arkansas corporation ("ALC", and together with USL, CLC, and TLC,
collectively referred to as the "Borrowers") and CORESTATES BANK, N.A., a
national banking association ("Bank").
BACKGROUND
A. Borrowers and Bank entered into a Loan and Security Agreement
dated October 20, 1993, since amended by Amendment No. 1 to Loan and Security
Agreement dated as of December 23, 1994 and Amendment No. 2 to Loan and
Security Agreement dated April 28, 1995 (collectively, the "Loan Agreement"),
pursuant to which Bank made available to Borrowers certain credit facilities
specifically described in the Loan Agreement. All initially-capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Loan Agreement unless the context clearly requires to the contrary.
B. Borrowers have requested that Bank further amend the terms of
the Loan Agreement to (i) extend the Termination Date until November 1, 1997,
and (ii) reduce the rates of interest applicable to Revolving Credit and the
Term Loan as provided herein. Bank has agreed to such changes subject to the
terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Ratification of Loan Documents. This Third Amendment is a
supplement to and a modification of the Loan Agreement pursuant to Section 9.2
thereof. To the extent not modified hereby, each and every term, condition,
covenant, representation, warranty, and each and all of the other provisions
set forth in the Loan Agreement, are hereby ratified and confirmed in full.
2. Termination Date. The defined term "Termination
Date" is hereby amended and restated in its entirety as follows:
1
<PAGE> 2
"Termination Date" means November 1, 1997 or such later date as may be
agreed to in writing by Bank.
3. Interest Rate Reductions.
3.1 Revolving Credit. The first sentence of Section 2.1.1 of
the Loan Agreement is hereby amended and restated in its entirety as follows:
Borrowers shall pay interest on the unpaid principal balance
of all Cash Advances at a fluctuating rate equal to the Base
Rate per annum, with the first payment to be made on the first
Business Day of the month following the month containing the
date of the first Cash Advance, and thereafter on the first
Business Day of each consecutive month and at maturity.
3.2 Term Loan. The first sentence of Section 2.2.2 of the
Loan Agreement is hereby amended and restated in its entirety as follows:
The Term Loan shall bear interest on the unpaid principal
balance thereof at a fluctuating rate per annum equal to the
sum of the Base Rate plus one-fourth percent (0.25%) per
annum.
4. Conditions Precedent. As conditions precedent to the
performance by Bank of any of Bank's obligations hereunder, Borrower
acknowledges that Bank shall have received, in form or substance satisfactory
to Bank and Bank's counsel, in addition to this Third Amendment, the following
documents, items and instruments:
4.1 the Second Allonge to Note executed by Borrowers
substantially in the form attached hereto as Exhibit A;
4.2 the Second Allonge to Term Note executed by Borrowers
substantially in the form attached hereto as Exhibit B;
4.3 Resolutions adopted by the Boards of Directors of
each Borrower authorizing the execution, delivery and performance of this Third
Amendment and the Second Allonges to the Note and Term Note, all certified by
Borrower's Secretary to be in full force and effect as of the date hereof; and
4.4 Such additional documents or instruments as Bank may
reasonably require.
2
<PAGE> 3
5. Miscellaneous.
5.1 Integration. This Third Amendment, the Loan
Agreement, and the other loan documents shall be construed as one agreement,
and in the event of any inconsistency, the provisions of this Third Amendment
shall control the provisions of any other Loan Document, except for the Notes.
This Third Amendment, the Loan Agreement, the Notes, and the other Loan
Documents, contain all of the agreements of the parties hereto with respect to
the subject matter of each thereof and supersede all prior or contemporaneous
agreements with respect to such subject matter.
5.2 Survivorship. The terms of this Third Amendment and
all agreements, representations, warranties or covenants made by Borrower in
the Loan Agreement, and the other Loan Documents shall survive the issuance and
payment of the Notes and shall continue as long as any portion of the
Indebtedness shall remain outstanding and unpaid, provided, however, that the
covenants set forth in Section 1.6 and 6.2 of the Loan Agreement shall survive
the payment of the Indebtedness.
5.3 Successors and Assigns; Governing Law. This Third
Amendment shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto; provided however that no Borrower
shall assign this Third Amendment, or any of its respective rights or duties
arising hereunder, without the prior written consent of Bank. This Third
Amendment shall be construed and enforced in accordance with the internal laws
of the Commonwealth of Pennsylvania.
5.4 WAIVER OF JURY TRIAL. EACH BORROWER AND BANK
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT BY ANY PARTY
WITH RESPECT TO THE LOAN AGREEMENT, AS AMENDED HEREBY, OR AS AMENDED HEREAFTER,
ANY LOAN DOCUMENT OR THE INDEBTEDNESS.
5.5 Partial Invalidity. If any provision of this Third
Amendment shall for any reason be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof, but
this Third Amendment shall be construed as if such invalid or unenforceable
provision had never been contained herein.
5.6 Headings. The heading of any paragraph contained in
this Third Amendment is for convenience of reference only and shall not be
deemed to amplify, limit, modify or give full notice of the provisions thereof.
5.7 Counterparts. This Third Amendment may be executed in
one or more counterparts, each of which shall be deemed
3
<PAGE> 4
an original, but all of which together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Third Amendment under seal, intending to be legally bound hereby, on the day
and year first above written.
Bank:
CORESTATES BANK, N.A.
By: /s/ CLIFFORD W. KEWLEY
------------------------------
Clifford W. Kewley,
Vice President
Borrowers:
UNITED STATES LIME & MINERALS,
INC.(formerly known as Scottish
Heritable, Inc.)
By: /s/ ROBERT F. KING
------------------------------
CORSON LIME COMPANY
By: /s/ TIMOTHY W. BRYAN
------------------------------
ARKANSAS LIME COMPANY
By: /s/ TIMOTHY W. BRYAN
------------------------------
TEXAS LIME COMPANY
By: /s/ TIMOTHY W. BRYAN
------------------------------
4
<PAGE> 5
SECOND ALLONGE TO NOTE
ALLONGE, dated September 29th, 1995, attached to and forming a
part of a Note, dated October 20, 1993 as previously amended by the Allonge to
Note dated as of December 23, 1994 (collectively, the "Note"), made by SCOTTISH
HERITABLE, INC., a Texas corporation (now known as United States Lime &
Minerals, Inc.), CORSON LIME COMPANY, a Pennsylvania corporation, TEXAS LIME
COMPANY, a Texas corporation, and ARKANSAS LIME COMPANY, an Arkansas
corporation (the aforesaid four corporations collectively, the "Borrowers"),
payable to the order of CoreStates Bank, N.A. (the "Bank") in the original
principal amount of $6,000,000.
The second paragraph of the Note is amended to read in full as
follows:
"Borrowers also promise to pay interest on the unpaid
principal amount of all Cash Advances from the date made to
maturity (whether by acceleration or otherwise) or earlier
repayment at a fluctuating rate per annum equal to the Base
Rate per annum, which fluctuating rate shall change as and
when the Base Rate shall change, or, if applicable, at the
rate set forth in Section 2.4.7 of the Loan Agreement."
In all other respects, the Note is confirmed, ratified and
approved and, as amended by this Second Allonge to Note, shall continue in full
force and effect.
IN WITNESS WHEREOF, the Borrowers and the Bank have caused
this Second Allonge to Note to be executed and delivered by their respective
duly authorized officers as of the date and year first above written.
UNITED STATES LIME & MINERALS, INC.
(formerly known as Scottish
Heritable, Inc.)
By: /s/ ROBERT F. KIZER
------------------------------
Robert F. Kizer
President and Chief
Executive Officer
[Signatures continued on next page]
(1)
<PAGE> 6
CORSON LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
TEXAS LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
ARKANSAS LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
Accepted and agreed to:
CORESTATES BANK, N.A.
By: /s/ CLIFFORD W. KEWLEY
------------------------------
Clifford W. Kewley
Vice President
(2)
<PAGE> 7
SECOND ALLONGE TO TERM NOTE
ALLONGE, dated September 29th, 1995, attached to and forming a
part of a Term Note, dated October 20, 1993 as previously amended by the First
Amendment to Term Note dated as of March 1, 1994 and the Allonge to Term Note
dated as of December 23, 1994 (collectively, the "Term Note"), made by SCOTTISH
HERITABLE, INC., a Texas Corporation (now known as United States Lime &
Minerals, Inc.), CORSON LIME COMPANY, a Pennsylvania corporation, TEXAS LIME
COMPANY, a Texas corporation, and ARKANSAS LIME COMPANY, an Arkansas
corporation (the aforesaid four corporations collectively, the "Borrowers"),
payable to the order of CoreStates Bank, N.A. (the "Bank") in the original
principal amount of $8,000,000.
The first sentence of the first paragraph of the Term Note is
amended to read in full as follows:
"FOR VALUE RECEIVED, SCOTTISH HERITABLE, INC., a Texas
corporation, CORSON LIME COMPANY, a Pennsylvania corporation,
TEXAS LIME COMPANY, a Texas corporation, and ARKANSAS LIME
COMPANY, an Arkansas corporation (collectively referred to as
the "Borrowers"), jointly and severally promise to pay to the
order of CoreStates Bank, N.A., a national banking association
which also conducts business as Philadelphia National Bank and
CoreStates First Pennsylvania Bank ("Bank"), the principal sum
of Eight Million ($8,000,000) Dollars together with interest
on the unpaid principal amount hereof accrued from the date
hereof to maturity (whether by acceleration or otherwise) or
earlier repayment at the rate per annum which (A) prior to
March 1, 1994 shall be the fluctuating rate per annum at all
times equal to the sum of the Base Rate plus one percent (1%)
per annum and (B) from and after March 1, 1994 and prior to
March 1, 1997 shall be the fixed rate of seven and ninety-five
one-hundredths percent (7.95%) per annum and (C) from and
after March 1, 1997 shall be the fluctuating rate per annum at
all times equal to the sum of the Base Rate plus one-fourth of
one percent (1/4%) per annum, which fluctuating rates shall
change as and when the Base Rate shall change, or, if
applicable, at the rate set forth in Section 2.4.7 of the Loan
Agreement, payable as provided herein and in accordance with
Section 2.2.3 of the Loan and Security Agreement of even date
herewith by, between, and among Borrowers and Bank (the 'Loan
Agreement')."
B-1
<PAGE> 8
In all other respects, the aforesaid Term Note is confirmed,
ratified and approved and, as amended by this Second Allonge to Term Note,
shall continue in full force and effect.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
Borrowers have executed this Second Allonge to Term Note as an instrument under
seal as of the day and year first above written.
UNITED STATES LIME & MINERALS, INC.
(formerly known as Scottish
Heritable, Inc.)
By: /s/ ROBERT F. KIZER
------------------------------
Robert F. Kizer
President and Chief
Executive Officer
CORSON LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
TEXAS LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
ARKANSAS LIME COMPANY
By: /s/ TIMOTHY W. BYRNE
------------------------------
Timothy W. Byrne
Senior Vice President
Accepted and agreed to:
CORESTATES BANK, N.A.
By: /s/ CLIFFORD W. KEWLEY
------------------------------
Clifford W. Kewley
Vice President
B-2
<PAGE> 1
Exhibit 11
STATEMENT RE COMPUTATION
OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 1,535,000 1,099,000 $ 3,401,000 1,527,000
============ ========= ============ =========
Weighted average number of
common shares outstanding
3,836,063 3,836,063 3,836,063 3,836,063
============ ========= ============ =========
Net income per share
of common stock $ 0.40 0.29 $ 0.89 0.40
============ ========= ============ =========
</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
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1,000
<CASH> 260
<SECURITIES> 0
<RECEIVABLES> 6,545
<ALLOWANCES> 0
<INVENTORY> 4,933
<CURRENT-ASSETS> 11,902
<PP&E> 53,536
<DEPRECIATION> 37,072
<TOTAL-ASSETS> 29,946
<CURRENT-LIABILITIES> 6,694
<BONDS> 0
<COMMON> 529
0
0
<OTHER-SE> 17,484
<TOTAL-LIABILITY-AND-EQUITY> 29,946
<SALES> 11,106
<TOTAL-REVENUES> 11,106
<CGS> 8,105
<TOTAL-COSTS> 8,105
<OTHER-EXPENSES> 1,130
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 166
<INCOME-PRETAX> 1,926
<INCOME-TAX> 391
<INCOME-CONTINUING> 1,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,535
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
