<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, 1999
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 000-4197
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.)
13800 MONTFORT DRIVE, SUITE 330, DALLAS, TX 75240
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
(972) 991-8400
--------------
(Registrant's telephone number, including area code)
12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251
----------------------------------------------
(Former address of principal executive offices) (Zip 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 November 1, 1999,
3,981,664 shares of common stock, $0.10 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>
SEPTEMBER 30, DECEMBER 31,
1999 1998
---------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,923 $ 688
Trade receivables, net 5,719 3,360
Inventories 3,659 3,154
Prepaid expenses and other assets 111 139
---------------- ---------------
Total current assets 23,412 7,341
Property, plant and equipment, at cost: 80,403 73,228
Less accumulated depreciation and depletion (34,745) (32,152)
---------------- ---------------
Property, plant and equipment, net 45,658 41,076
Deferred tax assets, net 2,136 2,465
Other assets, net 1,776 208
---------------- ---------------
Total assets $ 72,982 $ 51,090
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt and
revolving credit facility $ 1,667 $ 2,643
Accounts payable 2,166 3,668
Accrued expenses 1,977 1,666
---------------- ---------------
Total current liabilities 5,810 7,977
Long-term debt, excluding current installments 38,333 16,196
Other liabilities 460 253
---------------- ---------------
Total liabilities 44,603 24,426
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 14,819 14,866
Retained earnings 26,958 25,243
---------------- ---------------
42,306 40,638
Less treasury stock at cost: 1,312,401 and
1,316,876 shares of common stock, respectively (13,927) (13,974)
---------------- ---------------
Total stockholders' equity 28,379 26,664
---------------- ---------------
Total liabilities and stockholders' equity $ 72,982 $ 51,090
================ ===============
</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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------- --------------------------------------
1999 1998 1999 1998
----------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES $ 9,268 100.0% $ 7,423 100.0% $ 23,812 100.0% $ 21,908 100.0%
Cost of revenues:
Labor and other operating expenses 5,261 56.8% 4,902 66.0% 13,729 57.6% 14,582 66.6%
Depreciation, depletion and
amortization 1,111 12.0% 702 9.5% 3,278 13.8% 2,062 9.4%
------- ----- --------- ----- ---------- ----- ---------- -----
6,372 68.8% 5,604 75.5% 17,007 71.4% 16,644 76.0%
------- ----- --------- ----- ---------- ----- ---------- -----
GROSS PROFIT 2,896 31.2% 1,819 24.5% 6,805 28.6% 5,264 24.0%
Selling, general & administrative
expenses 870 9.4% 814 11.0% 2,675 11.2% 2,657 12.1%
------- ----- --------- ----- ---------- ----- ---------- -----
OPERATING PROFIT 2,026 21.8% 1,005 13.5% 4,130 17.3% 2,607 11.9%
Other deductions (income):
Interest expense 696 7.5% 6 0.0% 1,730 7.3% 12 0.0%
Other income, net (155) (1.7%) (64) (0.8%) (287) (1.2%) (339) (1.5%)
------- ----- --------- ----- ---------- ----- ---------- -----
541 5.8% (58) (0.8%) 1,443 6.1% (327) (1.5%)
------- ----- --------- ----- ---------- ----- ---------- -----
INCOME BEFORE
INCOME TAXES 1,485 16.0% 1,063 14.3% 2,687 11.3% 2,934 13.4%
------- ----- --------- ----- ---------- ----- ---------- -----
Income taxes 372 4.0% 287 3.9% 672 2.8% 792 3.6%
------- ----- --------- ----- ---------- ----- ---------- -----
NET INCOME $ 1,113 12.0% $ 776 10.4% $ 2,015 8.5% $ 2,142 9.8%
======= ===== ========= ===== ========== ===== ========== =====
INCOME PER SHARE
OF COMMON STOCK:
Basic $ 0.28 $ 0.20 $ 0.51 $ 0.54
======= ========= ========== ==========
Diluted $ 0.28 $ 0.20 $ 0.51 $ 0.54
======= ========= ========== ==========
</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>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,015 $ 2,142
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 3,406 2,158
Deferred income tax benefit 329 72
Amortization of financing costs 77 --
Loss (gain) on sale of property, plant and equipment (16) 54
Current assets, net change[1] (2,836) (131)
Other assets (1,645) (60)
Current liabilities, net change[2] (1,191) (1,549)
Other liabilities 207 152
-------- --------
Net cash provided by 346 2,838
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (8,166) (17,597)
Proceeds from sale of property, plant and equipment 194 22
-------- --------
Net cash used in (7,972) (17,575)
FINANCING ACTIVITIES:
Payment of pension fund liabilities -- (19)
Payment of common stock dividends (300) (298)
Proceeds from borrowings on term loan 40,000 15,000
Principal payments on term loan (17,839) (95)
Proceeds from borrowing on revolving credit facility 2,000 --
Principal payments on revolving credit facility (3,000) --
-------- --------
Net cash provided by 20,861 14,588
-------- --------
Net increase in cash 13,235 149
Cash at beginning of period 688 2,787
-------- --------
Cash at end of period $ 13,923 $ 2,638
======== ========
Supplemental cash flow information:
Interest paid $ 1,669 $ 605
======== ========
Income taxes paid $ 314 $ 437
======== ========
</TABLE>
[1] Exclusive of net change in cash
[2] Exclusive of net change in current portion of debt
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 should be read in conjunction
with the consolidated financial statements and notes thereto included in
the Company's 1998 Annual Report on Form 10-K. The results of operations
for the three-month and nine-month periods ended September 30, 1999 are not
necessarily indicative of operating results for the full year.
2. Inventories
Inventories consisted of the following at:
(In thousands of dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Lime and limestone inventories:
Raw materials $ 978 $ 927
Finished goods 919 671
------------- ------------
1,897 1,598
Service parts 1,762 1,556
------------- ------------
Total inventories $ 3,659 $ 3,154
============= ============
</TABLE>
3. Long-Term Debt
On April 22, 1999, the Company entered into a new credit agreement with a
consortium of commercial banks for a $50,000,000 Senior Secured Term Loan
(the "Loan"). The Loan is repayable over a period of approximately 8 years,
maturing on March 30, 2007, and requires monthly principal payments of
$277,777.78 beginning April 30, 2000, with a final principal payment of
$26,944,444.26 on March 30, 2007, which equates to a 15-year amortization.
The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value to
the placement agent. The fee due on the first $30,000,000 advanced was paid
on closing, and the fee due on the remaining $20,000,000 was paid in
September when the first installment of this portion was funded.
Upon execution of the Loan agreement, the first $30,000,000 was advanced,
of which approximately $20,000,000 was used to retire all existing bank
loans, with the balance to be used primarily for the modernization and
expansion of the Arkansas operations. Under the terms of the Loan
agreement, the remaining $20,000,000 of the Loan facility could be drawn
down in four equal quarterly installments beginning June 30, 1999, and
ending March 30, 2000, and will be used exclusively for the Arkansas
project. Commencement of the draw down of the quarterly
5
<PAGE> 6
installments was conditional upon the Company receiving an operating air
permit for the first phase of the Arkansas project by December 31, 1999. In
September, the Company received an operating air permit for the
modernization and expansion of its Arkansas plant, and immediately placed
construction orders. As a consequence of receiving this permit, during
September the Company drew down a further $10,000,000, making a total of
$40,000,000 advanced under the terms of the Loan.
As of April 22, 1999, the Company also entered into a second amendment of
its amended and restated loan and security agreement with the lead bank
which provides for a $4,000,000 revolving credit facility. The current
agreement contains essentially the same terms as the previous agreement and
has a maturity date of April 21, 2000.
The Loan is secured by a first lien on substantially all of the Company's
assets, with the exception of accounts receivable and inventories which
have been used to secure the amended $4,000,000 revolving credit facility.
The interest rate on the first $30,000,000 of the Loan is 8.875%.
Subsequent installments bear interest from the date they are funded at
3.52% above the secondary market yield of the United States Treasury
obligation maturing May 15, 2005. On September 24, 1999, the Company drew
down $5,000,000 bearing an interest rate of 9.54%. On September 30, 1999,
the Company drew down a further $5,000,000 bearing an interest rate of
9.35%. The revolving credit facility bears interest at LIBOR plus 1.40%,
which rate will increase in accordance with a defined rate spread based
upon the Company's then-current ratio of total funded debt to earnings
before interest, taxes, depreciation and amortization (EBITDA).
In connection with the repayment of the prior term loan, the Company
terminated an interest rate protection agreement, which it had entered into
with its bank to modify the interest characteristics of $9,000,000 of its
then-outstanding term debt from a variable to a fixed rate (the "Swap
Agreement"). As a result of the termination of the Swap Agreement, the
Company was obligated to pay the bank a $102,000 termination payment, which
was expensed in the second quarter as an adjustment to interest expense.
The Loan agreement contains covenants that restrict the incurrence of debt,
guaranties and liens, and places certain restrictions on the payment of
dividends and the sale of significant assets. The Company is also required
to meet minimum debt service coverage ratios on an on-going basis and
maintain a minimum level of tangible net worth.
A summary of outstanding debt at the dates indicated is as follows: (In
thousands of dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Term loan $ 40,000 $ 17,839
Revolving credit facility -- 1,000
------------- ------------
Subtotal 40,000 18,839
Less current installments and
revolving credit facility 1,667 2,643
------------- ------------
Long-term debt, excluding current
installments $ 38,333 $ 16,196
============= ============
</TABLE>
The carrying amount of the Company's long-term debt approximates its fair
value.
6
<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 $346,000 for the nine months ended
September 30, 1999, as compared to $2,838,000 for the nine months ended
September 30, 1998. The main reason for the decrease in cash from operating
activities was the increased balance of accounts receivable and other assets,
principally consisting of the prepaid financing costs associated with the Loan.
The Company invested $8,166,000 in capital expenditures in the first nine months
of 1999, of which $4,165,000 related to the Arkansas modernization and expansion
project. This compared to capital expenditures of $17,597,000 in the same period
last year, of which $14,763,000 was related to the modernization and expansion
project at the Texas facility. The Texas project was completed in the fourth
quarter of 1998.
In June 1999, the Company purchased the plant and equipment assets of Calco,
Inc. in Salida, Colorado, together with all finished product inventories. Calco,
Inc. produces pulverized limestone products in bagged and bulk form, and the
plant facilities also include a dormant lime kiln. In 1998, the Calco business
had revenues of approximately $1,000,000.
As currently planned, the Arkansas modernization and expansion project will be
completed in two phases: Phase I will cover the redevelopment of the quarry
plant, rebuilding of the railroad, establishment of an out-of-state terminal,
and installation of a rotary kiln with a preheater, along with increased product
storage and loading capacity. Following receipt of the operating air permit in
September, the Company now anticipates producing lime from the new plant during
the third quarter of 2000.
Phase II of the Arkansas project would further expand the plant capacity through
the installation of a second kiln with additional storage capacity. Although the
Company could determine to defer Phase II depending upon such factors as market
demand and the availability of financing, it currently plans to complete Phase
II in the first half of 2001.
The Arkansas improvements should allow the Company to better serve its customers
by improving both quality and service while increasing the production capacity
of quicklime and hydrated lime. With the improvements, the Company expects to be
in a better position to compete for customers who currently cannot use the
Company's lime in their processes due to insufficient production capacity at the
plant or quality constraints. The rotary kiln will have lower operating costs
and a greater capacity than the six shaft kilns currently in use. In addition to
increasing capacity, this kiln will also be able to consistently produce
high-quality lime for use by certain manufacturing customers who currently do
not buy lime from the Arkansas facility. The storage, screening, and load-out
facilities will also substantially reduce the amount of time required for the
loading of bulk quicklime trucks and railcars. The planned modernization and
expansion project will increase both production and shipping capacity, will
lower operating costs, and will allow for a more efficient utilization of the
work force.
Phase I of the Arkansas project is currently projected to cost approximately
$21,500,000. If Phase II proceeds on schedule, it is currently estimated to cost
approximately $11,000,000. The Company intends to finance the Arkansas project
through a combination of the Loan and internally generated funds. There can be
no assurance that sufficient funds will be available to the Company to complete
Phase II of the Arkansas project as currently contemplated.
The Company is not contractually committed to any planned capital expenditures
until actual orders are placed for equipment. As of September 30, 1999, the
Company had liability for open equipment
7
<PAGE> 8
and construction orders in the amount of approximately $7,000,000. All future
billings related to the Arkansas modernization and expansion project will be
recorded as work is performed and billed to the Company.
On April 22, 1999, the Company entered into a new credit agreement with a
consortium of commercial banks for a $50,000,000 Senior Secured Term Loan (the
"Loan"). The Loan is repayable over a period of approximately 8 years, maturing
on March 30, 2007, and requires monthly principal payments of $277,777.78
beginning April 30, 2000, with a final principal payment of $26,944,444.26 on
March 30, 2007, which equates to a 15-year amortization.
The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value to the
placement agent. The fee due on the first $30,000,000 advanced was paid on
closing, and the fee due on the remaining $20,000,000 was paid in September when
the first installment of this portion was funded.
Upon execution of the Loan agreement, the first $30,000,000 was advanced, of
which approximately $20,000,000 was used to retire all existing bank loans, with
the balance to be used primarily for the modernization and expansion of the
Arkansas operations. Under the terms of the Loan agreement, the remaining
$20,000,000 of the Loan facility could be drawn down in four equal quarterly
installments beginning June 30, 1999, and ending March 30, 2000, and will be
used exclusively for the Arkansas project. Commencement of the draw down of the
quarterly installments was conditional upon the Company receiving an operating
air permit for the first phase of the Arkansas project by December 31, 1999. In
September, the Company received an operating air permit for the modernization
and expansion of its Arkansas plant, and immediately placed construction orders.
As a consequence of receiving this permit, during September the Company drew
down a further $10,000,000, making a total of $40,000,000 advanced under the
terms of the Loan.
As of April 22, 1999, the Company also entered into a second amendment of its
amended and restated loan and security agreement with the lead bank which
provides for a $4,000,000 revolving credit facility. The current agreement
contains essentially the same terms as the previous agreement and has a maturity
date of April 21, 2000.
The Loan is secured by a first lien on substantially all of the Company's
assets, with the exception of accounts receivable and inventories which have
been used to secure the amended $4,000,000 revolving credit facility. The
interest rate on the first $30,000,000 of the Loan is 8.875%. Subsequent
installments bear interest from the date they are funded at 3.52% above the
secondary market yield of the United States Treasury obligation maturing May 15,
2005. On September 24, 1999, the Company drew down $5,000,000 bearing an
interest rate of 9.54%. On September 30, 1999, the Company drew down a further
$5,000,000 bearing an interest rate of 9.35%. The revolving credit facility
bears interest at LIBOR plus 1.40%, which rate will increase in accordance with
a defined rate spread based upon the Company's then-current ratio of total
funded debt to earnings before interest, taxes, depreciation and amortization
(EBITDA).
In connection with the repayment of the prior term loan, the Company terminated
an interest rate protection agreement, which it had entered into with its bank
to modify the interest characteristics of $9,000,000 of its then-outstanding
term debt from a variable to a fixed rate (the "Swap Agreement"). As a result of
the termination of the Swap Agreement, the Company was obligated to pay the bank
a $102,000 termination payment, which was expensed in the second quarter as an
adjustment to interest expense.
The Loan agreement contains covenants that restrict the incurrence of debt,
guaranties and liens, and places certain restrictions on the payment of
dividends and the sale of significant assets. The Company
8
<PAGE> 9
is also required to meet minimum debt service coverage ratios on an on-going
basis and maintain a minimum level of tangible net worth.
As of September 30, 1999, the Company had approximately $40,000,000 in total
debt outstanding.
RESULTS OF OPERATIONS
Revenues were $9,268,000 in the third quarter of 1999, an increase of
$1,845,000, or 24.9%, from the revenues of $7,423,000 in the third quarter of
1998. This resulted from a 20.1% increase in sales volume and a 4.8% increase in
prices. Third quarter trading was strong, particularly in the construction
sector of the Company's business. Improved weather conditions enabled the
Company to recover some of the sales from the second quarter which had been lost
due to inclement weather. Revenues for the nine months ended September 30, 1999
were $23,812,000, an increase of $1,904,000, or 8.7%, from the $21,908,000
reported for the nine months ended September 30, 1998. The increase resulted
from a 5.8% increase in sales volume and a 2.9% increase in prices.
The Company's gross profit was $2,896,000 for the third quarter of 1999,
compared to $1,819,000 for the third quarter of 1998, a 59.2% increase. Gross
profit margin as a percentage of revenues for the third quarter of 1999
increased to 31.2%, from 24.5% in 1998. In the third quarter, gross profit and
gross profit margins improved due to increased sales volumes. Gross profit
increased to $6,805,000 for the first nine months of 1999, from $5,264,000 for
the first nine months of 1998, a 29.3% increase. Gross profit margin for the
nine months ended September 30, 1999 increased to 28.6%, from 24.0% in 1998.
Selling, general and administrative expenses ("SG&A") increased by $56,000, or
6.9%, to $870,000 in the third quarter of 1999, as compared to $814,000 in the
third quarter of 1998, the increase being largely due to the Calco business
acquired in June. SG&A as a percentage of sales decreased to 9.4%, from 11.0% a
year earlier. SG&A increased by $18,000, or 0.7%, to $2,675,000 in the first
nine months of 1999, as compared to $2,657,000 in the first nine months of 1998,
and as a percentage of sales decreased to 11.2%, from 12.1%.
Interest expense in the third quarter of 1999 was $696,000, as compared to
$6,000 in 1998. Interest expense for the first nine months of 1999 was
$1,730,000, as compared to $12,000 in 1998. The 1999 increase was attributable
to a higher debt balance and miscellaneous additional interest expense,
including a $102,000 termination payment in connection with the Company's
termination of the Swap Agreement, which amount was expensed in the second
quarter of 1999. In 1998, substantially all incurred interest costs were
capitalized as part of the Texas modernization and expansion project. Interest
costs of approximately $285,000 and $590,000 were capitalized in the third
quarter and first nine months, respectively, of 1998.
The Company reported net income of $1,113,000 ($0.28 per share) during the third
quarter of 1999, compared to net income of $776,000 ($0.20 per share) during the
third quarter of 1998. For the first nine months of 1999, the Company reported
net income of $2,015,000 ($0.51 per share), compared to net income of $2,142,000
($0.54 per share) in the first nine months of 1998.
EBITDA (earnings before interest, taxes, depreciation and amortization) was
$3,385,000 for the third quarter of 1999, an increase of 205.5% from the third
quarter 1998 of $1,108,000. For the nine months ended September 30, 1999, EBITDA
was $7,898,000, an increase of 54.7% from the $5,104,000 generated in the same
period of 1998.
9
<PAGE> 10
YEAR 2000 COMPLIANCE
The Company continues to address the potential impact of the Year 2000 ("Y2K")
issue on its operations. The Y2K problem arises because of computer programs
which use two digits rather than four digits to define a year. This may result
in miscalculations or complete system failures in processing data with programs
using date sensitive information.
The Company had inventoried its information technology ("IT") and non-IT
systems, including embedded systems in its production operating equipment, in an
effort to identify potential Y2K problems. By the end of September, the Company
had substantially completed the remediation and testing phases of its Y2K
compliance program.
The Company had been using certain customized accounting software which was not
Y2K compliant. To address this problem, the Company selected and installed a
commercially available accounting software which is Y2K compliant. The cost of
this installation is approximately $200,000.
The Company continues to obtain confirmation from its suppliers and customers
that they are or will be Y2K compliant. The cost of replacing, or of
implementing alternative means of communication with, non-compliant or
non-responsive suppliers will not be possible to determine until the review
process has been completed.
Other than as a result of serious systemic failures in external services, or due
to a significant and extended decline in customer demand as a result of an
inadequate response to the Y2K problem by the Company's customers and their
industries, the Company does not expect the Y2K challenge to have a material
adverse effect on its financial condition, results of operations, or cash flows.
BENEFIT PLANS
Effective July 31, 1999, the Company merged its Employee Stock Option Plan
("ESOP") into its 401(k) Profit Sharing Plan. No contributions had been made to
the ESOP since December 1994.
FORWARD-LOOKING STATEMENTS. Any statements contained in this Quarterly Report
that are not statements of historical fact are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this Report, including without limitation statements relating to
the Company's plans, strategies, objectives, expectations, intentions, and
adequacy of resources, are identified by such words as "will," "could,"
"should," "believe," "expect," "intend," "plan," "schedule," "estimate," and
"project." The Company undertakes no obligation to publicly update or revise any
forward-looking statements. Investors are cautioned that forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from expectations, including without limitation the following:
(i) the Company's plans, strategies, objectives, expectations, and intentions
are subject to change at any time at the discretion of the Company; (ii) the
Company's plans and results of operations will be affected by the Company's
ability to manage its growth and modernization; and (iii) other risks and
uncertainties, including without limitation those risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission, including the Company's Form 10-K for the fiscal year ended
December 31, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
10
<PAGE> 11
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 September 30, 1999.
11
<PAGE> 12
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.
November 3, 1999 By: /s/ Herbert G.A. Wilson
--------------------------------------
Herbert G.A. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
November 3, 1999 By: /s/ Larry T. Ohms
---------------------------------------
Larry T. Ohms
Corporate Controller and Treasurer
(Principal Financial and Accounting
Officer)
12
<PAGE> 13
UNITED STATES LIME & MINERALS, INC.
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net income for basic and
diluted earnings per share $ 1,113,000 $ 776,000 $ 2,015,000 $ 2,142,000
------------ ------------ ------------ ------------
Denominator:
Denominator for basic earnings
per common share -
weighted-average shares 3,981,664 3,971,165 3,979,423 3,965,220
Effect of dilutive securities:
Employee stock options -- 9,832 7,973 9,606
------------ ------------ ------------ ------------
Denominator for diluted earnings
per common share -
weighted-average shares 3,981,664 3,980,997 3,987,396 3,974,826
============ ============ ============ ============
Basic earnings per common share $ 0.28 $ 0.20 $ 0.51 $ 0.54
============ ============ ============ ============
Diluted earnings per common share $ 0.28 $ 0.20 $ 0.51 $ 0.54
============ ============ ============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 13,923
<SECURITIES> 0
<RECEIVABLES> 5,719
<ALLOWANCES> 0
<INVENTORY> 3,659
<CURRENT-ASSETS> 23,412
<PP&E> 80,403
<DEPRECIATION> (34,745)
<TOTAL-ASSETS> 72,982
<CURRENT-LIABILITIES> 5,810
<BONDS> 0
0
0
<COMMON> 529
<OTHER-SE> 27,850
<TOTAL-LIABILITY-AND-EQUITY> 72,982
<SALES> 23,812
<TOTAL-REVENUES> 23,812
<CGS> 17,007
<TOTAL-COSTS> 17,007
<OTHER-EXPENSES> 2,675
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,730
<INCOME-PRETAX> 2,687
<INCOME-TAX> 672
<INCOME-CONTINUING> 2,015
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,015
<EPS-BASIC> 0.51
<EPS-DILUTED> 0.51
</TABLE>
