<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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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)
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 31, 2000,
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,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,186 $ 18,021
Trade receivables, net 5,433 4,166
Inventories 3,639 4,266
Prepaid expenses and other assets 158 163
------------- ------------
Total current assets 11,416 26,616
Property, plant and equipment, at cost: 107,071 82,511
Less accumulated depreciation and depletion (38,396) (35,381)
------------- ------------
Property, plant and equipment, net 68,675 47,130
Deferred tax assets, net 2,212 2,136
Other assets, net 1,987 1,806
------------- ------------
Total assets $ 84,290 $ 77,688
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt and
revolving credit facility $ 3,333 $ 2,500
Accounts payable 4,955 1,953
Accrued expenses 1,528 1,580
------------- ------------
Total current liabilities 9,816 6,033
Long-term debt, excluding current installments and
revolving credit facility 45,000 42,500
Other liabilities 273 358
------------- ------------
Total liabilities 45,273 48,891
Stockholders' equity:
Common stock 529 529
Additional paid-in capital 14,819 14,819
Retained earnings 27,780 27,376
------------- ------------
43,128 42,724
Less treasury stock at cost:
1,312,401 shares of common stock (13,927) (13,927)
------------- ------------
Total stockholders' equity 29,201 28,797
------------- ------------
Total liabilities and stockholders' equity $ 84,290 $ 77,688
============= ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
2
<PAGE> 3
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(In thousands of dollars, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------------- -----------------------------------------
2000 1999 2000 1999
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES $ 9,344 100.0% $ 9,268 100.0% $ 25,480 100.0% $ 23,812 100.0%
Cost of revenues:
Labor and other operating
expenses 6,282 67.2% 5,261 56.8% 16,561 65.0% 13,729 57.6%
Depreciation, depletion and
amortization 1,057 11.3% 1,111 12.0% 3,276 12.9% 3,278 13.8%
--------- -------- -------- -------- --------- -------- -------- --------
7,339 78.5% 6,372 68.8% 19,837 77.9% 17,007 71.4%
--------- -------- -------- -------- --------- -------- -------- --------
GROSS PROFIT 2,005 21.5% 2,896 31.2% 5,643 22.1% 6,805 28.6%
Selling, general & administrative
expenses 1,008 10.8% 870 9.4% 2,816 11.0% 2,675 11.2%
--------- -------- -------- -------- --------- -------- -------- --------
OPERATING PROFIT 997 10.7% 2,026 21.8% 2,827 11.1% 4,130 17.3%
Other expenses (income):
Interest expense 721 7.7% 696 7.5% 2,542 10.0% 1,730 7.3%
Other, net (104) (1.1)% (155) (1.7)% (654) (2.6)% (287) (1.2%)
--------- -------- -------- -------- --------- -------- -------- --------
617 6.6% 541 5.8% 1,888 7.4% 1,443 6.1%
--------- -------- -------- -------- --------- -------- -------- --------
INCOME BEFORE TAXES 380 4.1% 1,485 16.0% 939 3.7% 2,687 11.3%
--------- -------- -------- -------- --------- -------- -------- --------
Income tax expense 95 1.0% 372 4.0% 235 0.9% 672 2.8%
--------- -------- -------- -------- --------- -------- -------- --------
NET INCOME $ 285 3.1% $ 1,113 12.0% $ 704 2.8% $ 2,015 8.5%
--------- -------- -------- -------- --------- -------- -------- --------
Retained earnings as of the
beginning of the period 27,596 25,946 27,376 25,243
Dividends declared ($0.025 per
share per quarter (101) (101) (300) (300)
Retained earnings as of the
--------- -------- --------- --------
end of the quarter $ 27,780 $ 26,958 $ 27,780 $ 26,958
========= ======== ========= ========
INCOME PER SHARE
OF COMMON STOCK:
Basic $ 0.07 $ 0.28 $ 0.18 $ 0.51
========= ======== ========= ========
Diluted $ 0.07 $ 0.28 $ 0.18 $ 0.51
========= ======== ========= ========
</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,
--------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 704 $ 2,015
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 3,395 3,406
Deferred income taxes (benefit) (76) 329
Amortization of financing costs 203 77
Gain on sale of assets (16) (16)
Current assets, net of change [1] (635) (2,836)
Other assets (384) (1,645)
Current liabilities, net change [2] 2,950 (1,191)
Other liabilities (85) 207
-------- --------
Net cash provided by operating activities 6,056 346
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (25,001) (8,166)
Proceeds from sale of property, plant and equipment 77 194
-------- --------
Net cash used in investing activities (24,924) (7,972)
FINANCING ACTIVITIES:
Payment of common stock dividends (300) (300)
Proceeds from borrowings on term loan 5,000 40,000
Principal payments on term loan (1,667) (17,839)
Proceeds from borrowing on revolving credit facility -- 2,000
Principal payments on revolving credit facility -- (3,000)
-------- --------
Net cash provided by financing activities 3,033 20,861
-------- --------
Net increase (decrease) in cash (15,835) 13,235
Cash at beginning of period 18,021 688
-------- --------
Cash at end of period $ 2,186 $ 13,923
======== ========
Supplemental cash flow information:
Interest paid $ 3,536 $ 1,669
======== ========
Income taxes paid $ 595 $ 314
======== ========
</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 Annual Report on Form 10-K for the period ended December 31,
1999. The results of operations for the three-month and nine-month periods
ended September 30, 2000 are not necessarily indicative of operating
results for the full year. For the three-month and nine-month periods ended
September 30, 2000 and September 30, 1999, the Company had no components of
comprehensive income other than those recorded in net income.
2. Inventories
<TABLE>
<CAPTION>
Inventories consisted of the following at:
(In thousands of dollars) SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Lime and limestone inventories:
Raw materials $ 1,254 $ 1,499
Finished goods 375 955
------------- ------------
1,629 2,454
Service parts 2,010 1,812
------------- ------------
Total inventories $ 3,639 $ 4,266
============= ============
</TABLE>
3. Long-Term Debt
On April 22, 1999, the Company entered into a 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 1999 when the first installment of this portion was funded.
5
<PAGE> 6
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 was 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 1999, the Company
received an operating air permit for the first phase of the modernization
and expansion of its Arkansas plant, and immediately placed construction
orders. As a consequence of receiving this permit, during September 1999
the Company drew down a further $10,000,000, making a total of $40,000,000
advanced under the terms of the Loan. The final two installments of
$5,000,000 each were drawn down on December 30, 1999 and March 30, 2000.
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
that provided for a $4,000,000 revolving credit facility. This agreement
contained essentially the same terms as the previous agreement and had a
maturity date of April 21, 2000. The Company has renewed this agreement,
which now expires May 31, 2001.
The Loan is secured by a first lien on substantially all of the Company's
assets, with the exception of accounts receivable and inventories that 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 8.75%. Subsequent
installments bear a fixed rate of interest at the date they were 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%. On December 30, 1999, the Company drew down another $5,000,000,
bearing an interest rate of 9.94%. On March 30, 2000, the Company drew down
the final $5,000,000, bearing an interest rate of 10.02%. In addition to
the fixed interest rate, there is a servicing fee of 0.125% of the
outstanding principal balance due to the administrative agent. 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).
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.
6
<PAGE> 7
A summary of outstanding debt at the dates indicated is as follows:
(In thousands of dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Term loan $ 48,333 $ 45,000
Revolving credit facility -- --
------------- ------------
Subtotal 48,333 45,000
Less current installments and
revolving credit facility 3,333 2,500
------------- ------------
Long-term debt, excluding current
installments and revolving credit
facility $ 45,000 $ 42,500
============= ============
</TABLE>
The carrying amount of the Company's long-term debt approximates its fair
value.
4. Subsequent Events
On November 1, 2000, the Company filed a registration statement with the
Securities and Exchange Commission (the "SEC") for a proposed $10,000,000 common
stock rights offering to existing shareholders. The Company is also seeking a
new, seven-year $7,000,000 term loan facility. The purposes of these proposed
financings are to enable the Company to proceed with construction of Phase II of
the Arkansas project in mid-year 2001, and to provide the Company with ongoing
working capital. The proposed rights offering is subject to SEC review, market
conditions, and setting of an offering price that is acceptable to the
Company's majority shareholder, Inberdon Enterprises Ltd. The Company's new
term loan is subject to the condition that the Company raise at least $5,000,000
in new equity, as well as other usual and customary closing conditions.
7
<PAGE> 8
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 $6,056,000 for the nine months
ended September 30, 2000, as compared to $346,000 for the nine months ended
September 30, 1999. Cash from operating activities increased, in spite of the
decrease in net income, as a result of a temporary increase in the volume of
unpaid invoices outstanding at September 30, 2000, due in part to the
modernization and expansion project at Arkansas Lime Company, and the decrease
of finished goods inventories, as well as favorable timing in the collection of
accounts receivable.
The Company invested $25,000,000 in capital expenditures in the first nine
months of 2000, of which $18,950,000 related to Phase I of the Arkansas
modernization and expansion project, and approximately $1,600,000 related to the
largely-completed second production line for pulverized limestone at the Texas
facility, designed to provide duplicate production facilities to enable the
Company to vigorously pursue new pulverized limestone customers who require an
assured source of supply. This compared to capital expenditures of $8,166,000 in
the same period last year.
The Arkansas modernization and expansion project was planned to be completed in
two phases, and Phase I is now largely completed. The redeveloped quarry plant
was commissioned on September 27, 2000, and the rotary lime kiln with preheater
began operation on October 22, 2000. The increased lime product storage and
loading capacity has also been completed. Relaying of the Company's internal
railroad is in progress, with completion anticipated at the end of November. The
out-of-state terminal is anticipated to be operational in the first quarter
2001. Phase II of the Arkansas project would further expand the plant capacity
through the installation of a second kiln with additional storage capacity.
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 that were permanently taken out
of service in October. In addition to increasing capacity, this kiln should 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.
The Company now estimates that total capital expenditures for Phase I of the
Arkansas project will be approximately $30,000,000, approximately $1,300,000
over the estimate stated in the Company's second quarter 2000 Form 10-Q of
$28,700,000. This total includes an increased scope of work, the benefit of
which will be to reduce future operating costs, and also includes approximately
$1,000,000 of costs incurred for certain facilities that were pre-built for
Phase II of the project, as it was cost-effective to construct those facilities
concurrently with Phase I. In addition, the increased costs of Phase I reflect
additional construction costs from delayed completion of certain facilities, as
well as the Company's reduced ability to attract competitive bids for the later
stages of the project due to the continued high level of construction activity
in the area.
8
<PAGE> 9
Phase II is estimated to cost approximately $12,000,000. However, the Company
has determined to delay the start of Phase II, and currently plans to commence
construction in mid-year 2001, subject to market demand, ability to secure
competitive bids, and the availability of financing.
The Company has intended to finance Phase II of the Arkansas project through a
combination of internally generated funds, additional bank borrowings, and/or
other sources of capital. Given the lower than expected operating income
generated by the Company in the second and third quarters of this year, as well
as the increased costs of the Arkansas project, the Company's Board of Directors
has determined to seek to raise additional equity capital through a $10,000,000
common stock rights offering to existing shareholders, and to seek an additional
seven-year, $7,000,000 term loan facility. In the Board's view, the additional
financings will enable the Company to proceed with Phase II of the Arkansas
project, and provide the Company with ongoing working capital. The Board views
Phase II of the Arkansas project as necessary to achieving maximum utilization
of the infrastructure completed there to date, thus maximizing the Company's
rate of return on that investment, by approximately doubling the capacity of the
Arkansas plant for an incremental investment of approximately $12,000,000.
The Company has, therefore, today filed a registration statement for the
proposed rights offering with the Securities and Exchange Commission (the
"SEC"). The Company's majority shareholder, Inberdon Enterprises Ltd.
("Inberdon"), has expressed its willingness to subscribe for its proportional
share of the $10,000,000 (approximately 51%), and to subscribe for the shares
not subscribed for by other shareholders. The Company presently anticipates that
the rights offering will commence in the next several weeks, subject to SEC
review, market conditions, and setting of an offering price that is acceptable
to Inberdon. The Company's new term loan is subject to the condition that the
Company raise at least $5,000,000 in new equity, as well as other usual and
customary closing conditions.
The Company is not contractually committed to any planned capital expenditures
until actual orders are placed for equipment. As of September 30, 2000, the
Company had liability for open equipment and construction orders in the amount
of approximately $4,000,000. All future billings related to the Arkansas
modernization and expansion project will be recorded as work is performed and
billed to the Company.
As of September 30, 2000, the Company had $48,333,333 in total debt outstanding.
As of October 31, 2000, the Company had not drawn on its $4,000,000 revolving
credit facility, but anticipates drawing down the full amount by January 31,
2001 because of the impact of increased construction costs, start-up costs, and
lower than expected operating income.
In the short term, the Company intends to meet its obligations relating to
operating expense, interest expense, accounts payable, current installments of
long-term debt, and committed capital expenditures at its Arkansas and Texas
plants with funds generated by operations, by drawing down on the revolving
credit facility, and with the proceeds of the proposed rights offering and term
loan. If there is any significant shortfall in operating income or delay in
receiving the expected proceeds from the rights offering, it may be difficult
for the Company to meet its short-term obligations or otherwise achieve its
business objectives.
RESULTS OF OPERATIONS
Revenues were $9,344,000 in the third quarter of 2000, an increase of $76,000,
or 0.8%, from the revenues of $9,268,000 in the third quarter of 1999. This
resulted from a 1.2% decrease in sales volume and a 2.0% increase in prices. The
high cost of natural gas fuel in Arkansas during the third quarter lead to
increased costs of production and a decision to reduce lime production and
sales. Sales revenues at Arkansas were $461,000 lower than in the same period in
the prior year. The demand for
9
<PAGE> 10
lime remains strong in both the Arkansas and Texas markets, although the demand
for pulverized limestone has weakened. Revenues for the nine months ended
September 30, 2000 were $25,480,000, an increase of $1,668,000, or 7.0%, from
the $23,812,000 reported for the nine months ended September 30, 1999. The
increase resulted from a 4.8% increase in sales volume and a 2.2% increase in
prices.
The Company's gross profit was $2,005,000 for the third quarter of 2000,
compared to $2,896,000 for the third quarter of 1999, a 30.8% decrease. Gross
profit margin as a percentage of revenues for the third quarter of 2000
decreased to 21.5%, from 31.2% in the same period in 1999. The decreases in
gross profit and gross profit margins were affected by increasing fuel costs,
which added approximately $600,000 to operating costs, and by the delay in the
start-up of Phase I operations at Arkansas Lime. Lower sales volumes and
inefficient production from the old plant with its higher natural gas costs also
impacted gross profit margins. In Texas, because lime demand remained strong
during the third quarter, the Company was not able to build back inventories
following the June floods, and has had to continue to purchase lime from outside
sources to fulfill customer commitments. Another factor impacting gross profit
and gross profit margins in the third quarter has been a decline in pulverized
limestone sales. Gross profit decreased to $5,643,000 for the first nine months
of 2000, from $6,805,000 for the first nine months of 1999, a 17.1% decrease.
Gross profit margin for the nine months ended September 30, 2000 decreased to
22.1%, from 28.6% in 1999.
Selling, general and administrative expenses ("SG&A") increased by $138,000, or
15.9%, to $1,008,000 in the third quarter of 2000, as compared to $870,000 in
the third quarter of 1999, due to the addition of sales and marketing personnel
hired by the Company to assist in the redevelopment of the market at Arkansas
Lime. SG&A as a percentage of sales increased to 10.8%, from 9.4% a year
earlier. SG&A increased by $141,000, or 5.3%, to $2,816,000 in the first nine
months of 2000, as compared to $2,675,000 in the first nine months of 1999, and
as a percentage of sales decreased to 11.0%, from 11.2%.
Interest expense in the third quarter of 2000 was $721,000, as compared to
$696,000 in the same period in 1999. Interest expense for the first nine months
of 2000 was $2,542,000, as compared to $1,730,000 in the same period in 1999.
The 2000 increase was attributable to a higher debt balance. Additional incurred
interest costs of approximately $488,000 and $994,000 were capitalized in the
third quarter and first nine months, respectively, of 2000 as part of the
Arkansas modernization and expansion project.
Other income decreased by $51,000 to $104,000 in the third quarter of 2000, as
compared to $155,000 in the third quarter of 1999. Other income increased by
$367,000 to $654,000 in the first nine months of 2000, as compared to $287,000
for the same period in 1999. The nine months increase was attributable to
interest income received on funds held in escrow to finance the redevelopment of
the Company's Arkansas operations.
The Company reported net income of $285,000 ($0.07 per share) during the third
quarter of 2000, compared to net income of $1,113,000 ($0.28 per share) during
the third quarter of 1999. For the first nine months of 2000, the Company
reported net income of $704,000 ($0.18 per share), compared to net income of
$2,015,000 ($0.51 per share) in the first nine months of 1999.
EBITDA (earnings before interest, taxes, depreciation and amortization) was
$2,267,000 for the third quarter of 2000, a decrease of 33.0% from the third
quarter of 1999 of $3,386,000. For the nine months ended September 30, 2000,
EBITDA was $7,079,000, a decrease of 10.4% from the $7,900,000 generated in the
same period in 1999.
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<PAGE> 11
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 SEC, including the
Company's Form 10-K for the fiscal year ended December 31, 1999 and its Form S-3
filed with the SEC on November 1, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
11
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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, 2000.
12
<PAGE> 13
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 1, 2000 By: /s/ Herbert G.A. Wilson
-------------------------------------
Herbert G.A. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
November 1, 2000 By: /s/ Larry T. Ohms
-------------------------------------
Larry T. Ohms
Vice President of Finance
(Principal Financial and Accounting
Officer)
13
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UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
September 30, 2000
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
11 Statement re computation of per share earnings
27 Financial Data Schedule
</TABLE>
