<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, 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 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 12, 1996,
3,861,853 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 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 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 12, 1996,
3,861,853 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>
MARCH 31, DECEMBER 31,
ASSETS 1996 1995
- ------ ---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 24 $ 1,161
Trade receivables 5,244 5,509
Inventories 5,494 5,332
Prepaid expenses and other assets 1,008 234
---------- -------------
Total current assets 11,770 12,236
---------- -------------
Property, plant and equipment at cost: 55,574 53,927
Less accumulated depreciation (38,343) (37,503)
---------- -------------
Net property, plant and equipment 17,231 16,424
---------- -------------
Other assets, net 1,296 1,133
---------- -------------
Total assets $ 30,297 $ 29,793
========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current installments of long-term debt $ 1,143 $ 1,143
Accounts payable-trade 2,902 2,568
Accrued expenses 2,334 2,369
---------- -------------
Total current liabilities 6,379 6,080
Long-term debt, excluding current installments 4,095 4,381
Other liabilities 582 583
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 15,658 15,848
Retained earnings 18,252 17,844
---------- -------------
34,439 34,221
Less treasury stock at cost;
1,432,212 and 1,458,002 shares of common stock (15,198) (15,472)
---------- -------------
Total stockholders' equity 19,241 18,749
---------- -------------
Total liabilities and stockholders' equity $ 30,297 $ 29,793
========== =============
</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 THREE MONTHS ENDED
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C> <C> <C>
Revenues $8,523 100.00% $8,649 100.00%
Cost of revenues:
Labor and other operating expenses 5,872 68.90% 5,928 68.54%
Depreciation, depletion and amortization 841 9.86% 802 9.27%
--------------------------- -------------------------
6,713 78.76% 6,730 77.81%
--------------------------- -------------------------
GROSS PROFIT 1,810 21.24% 1,919 22.19%
Selling, general and administrative expenses 1,105 12.97% 1,218 14.09%
--------------------------- -------------------------
OPERATING PROFIT 705 8.27% 701 8.10%
--------------------------- -------------------------
Other deductions (income):
Interest expense 134 1.57% 175 2.02%
Other, net (58) -0.68% (9) -0.10%
--------------------------- -------------------------
76 0.89% 166 1.92%
--------------------------- -------------------------
NET INCOME BEFORE INCOME TAXES 629 7.38% 535 6.18%
Federal and state income taxes 126 1.48% 109 1.26%
--------------------------- -------------------------
NET INCOME $ 503 5.90% $ 426 4.92%
=========================== =========================
NET INCOME PER SHARE OF COMMON STOCK $ 0.13 $ 0.11
======= =======
</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>
THREE MONTHS ENDED
-------------------
MARCH 31,
----------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 503 $ 426
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation, depletion and amortization 884 837
Amortization of financing costs 25 18
Loss on sale of property - 16
Current assets (net change) [1] (696) (8)
Other assets (163) (14)
Current liabilities (net change) [2] 299 (127)
Other liabilities (1) 74
---------- ---------
Net cash provided by operating activities 851 1,222
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,691) (1,011)
Proceeds from sale of property, plant and equipment - 9
---------- ---------
Net cash (used in) investing activities (1,691) (1,002)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 84 -
Payment of common stock dividends (95) -
Proceeds from borrowings - 700
Principal payments of debt and lease obligations (286) (786)
---------- ---------
Net cash (used in) financing activities (297) (86)
---------- ---------
Net increase (decrease) in cash (1,137) 134
Cash at beginning of period 1,161 23
---------- ---------
Cash at end of period $ 24 $ 157
========== =========
Supplemental cash flow information:
Interest paid $ 109 $ 153
========== =========
Income taxes paid $ 219 $ 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> 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, 1995. The results of operations for the
period ended March 31, 1996 are not necessarily indicative of what the
operating results for the full year will be. Certain prior year
amounts have been reclassified for comparison purposes.
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 of 3,846,371
and 3,836,063, respectively.
3. Inventories
Inventories consist of the following at:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
(In thousands of dollars)
<S> <C> <C>
Raw materials $ 658 $1,000
Finished goods 2,897 2,436
Service parts 1,939 1,896
------ ------
Total Inventories $5,494 $5,332
====== ======
</TABLE>
4. Prepaid Expenses
At March 31, 1996, prepaid expenses included $557,000 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 March 31, 1995 were $347,000.
The 1996 costs relate to a planned aggregates production shut-down of one
of the plant facilities during the first quarter of 1996. 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 provided by operating activities was $851,000 for the three months
ended March 31, 1996, as compared to $1,222,000 for the three months ended
March 31, 1995. In addition, the Company made $1,691,000 in capital
expenditures for the first quarter of 1996, compared to $1,011,000 for the
same quarter a year ago.
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 both the existing customer base and customers
the Company currently is unable to serve. The project is expected to cost
approximately $9-10 million. The Company's progress on this project has
been slowed due to the state regulatory authorities requiring the Arkansas
plant to apply for and obtain a new plant-wide permit. The new permit
replaced the existing permit and now allows the Company to proceed with the
permitting process of the new kiln. This permit is expected to be secured
by the end of 1996. The new kiln will be financed by internally generated
funds and/or alternative sources of financing.
RESULTS OF OPERATIONS
Revenues decreased from $8,649,000 in the first quarter of 1995 to
$8,523,000 in the first quarter of 1996, a decrease of $126,000 or 1.5%.
This resulted from a 8.4% decrease in sales volume and a 6.9% increase in
prices.
The Company's gross profit was $1,810,000 in the first quarter of 1996,
compared to $1,919,000 in the first quarter of 1995, a 5.7% decrease.
Gross profit margin for the first quarter of 1996 decreased to 21.2%, from
22.2% in 1995. The lower gross profit and gross profit margins were
attributed to decreased shipments and production volumes as a result of
poor weather in the first quarter.
Selling, general and administrative expenses (SG&A) decreased 9.3% to
$1,105,000 in the first quarter of 1996, compared to $1,218,000 in the
first quarter of 1995. The reduction in SG&A was due to the recovery of
amounts accrued for doubtful accounts and reduced professional fees.
Other, net increased by $47,000 in the first quarter of 1996, compared to
the first quarter of 1995. The increase was mainly due to the sale of
timber at one of the plants and the final payment from a judgment awarded
in 1993.
Interest expense decreased by $41,000 in the first quarter of 1996,
compared to the first quarter of 1995. This decrease was due primarily to
lower balances outstanding.
The Company reported net income of $503,000 or 13 cents per share during
the first quarter of 1996, compared to net income of $426,000 or 11 cents
per share during the first quarter of 1995.
6
<PAGE> 8
PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
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
March 31, 1996.
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.
April 19, 1996 By: /s/ Robert F. Kizer
-----------------------------------
Robert F. Kizer
President and Chief Executive Officer
April 19, 1996 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
March 31, 1996
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -----------------------------------------------
<S> <C>
11 Statement re computation of per share earnings
27 Financial Data Schedule
</TABLE>
<PAGE> 1
Exhibit 11
STATEMENT RE COMPUTATION
OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
Net income $ 503,000 426,000
========== ==========
Weighted average shares outstanding 3,846,371 3,836,063
========== ==========
Net income per share $ 0.13 0.11
========== ==========
</TABLE>
NOTE: Outstanding stock options are excluded from the computation as the
effective dilution in earnings per share data was insignificant.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 24
<SECURITIES> 0
<RECEIVABLES> 5244
<ALLOWANCES> 0
<INVENTORY> 5494
<CURRENT-ASSETS> 11770
<PP&E> 55574
<DEPRECIATION> 38343
<TOTAL-ASSETS> 30297
<CURRENT-LIABILITIES> 6379
<BONDS> 0
<COMMON> 529
0
0
<OTHER-SE> 18712
<TOTAL-LIABILITY-AND-EQUITY> 30297
<SALES> 8523
<TOTAL-REVENUES> 8523
<CGS> 6713
<TOTAL-COSTS> 6713
<OTHER-EXPENSES> 1047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 134
<INCOME-PRETAX> 629
<INCOME-TAX> 126
<INCOME-CONTINUING> 503
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 503
<EPS-PRIMARY> .13
<EPS-DILUTED> 0
</TABLE>
