-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IMmzRXeTdbPO3SJR54yijtJPc2f50KD8Gkz4rYYBMPhS76g5LocYN5CXhXgboqVO Rl5b73NwMGHjEyegtf/dCw== 0000950134-03-007581.txt : 20030512 0000950134-03-007581.hdr.sgml : 20030512 20030512132503 ACCESSION NUMBER: 0000950134-03-007581 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES LIME & MINERALS INC CENTRAL INDEX KEY: 0000082020 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 750789226 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04197 FILM NUMBER: 03692266 BUSINESS ADDRESS: STREET 1: 13800 MONTFORT DR STREET 2: SUITE 330 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9729918400 MAIL ADDRESS: STREET 1: 13800 MONTDORT DR STREET 2: SUITE 330 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH HERITABLE INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RANGAIRE CORP DATE OF NAME CHANGE: 19900405 FORMER COMPANY: FORMER CONFORMED NAME: ROBERTS MANUFACTURING CO INC DATE OF NAME CHANGE: 19690311 10-Q 1 d05771e10vq.txt FORM 10-Q 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, 2003 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) 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 5, 2003, 5,799,845 shares of common stock, $0.10 par value, were outstanding. PART I. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (Unaudited)
MARCH 31, DECEMBER 31, 2003 2002 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $587 226 Trade receivables, net 6,814 5,202 Inventories 4,718 4,782 Prepaid expenses and other current assets 291 262 ------------ ------------ Total current assets 12,410 10,472 Property, plant and equipment, at cost: 115,699 114,062 Less accumulated depreciation (45,072) (43,656) ------------ ------------ Property, plant and equipment, net 70,627 70,406 Deferred tax assets, net 2,359 2,359 Other assets, net 1,240 1,282 ------------ ------------ Total assets $86,636 84,519 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current installments of debt $6,734 4,533 Accounts payable 3,366 2,472 Accrued expenses 1,235 953 ------------ ------------ Total current liabilities 11,335 7,958 Debt, excluding current installments 36,667 37,500 Other liabilities 745 755 ------------ ------------ Total liabilities 48,747 46,213 Stockholders' Equity: Common stock 580 580 Additional paid-in capital 10,392 10,392 Accumulated other comprehensive loss (254) (254) Retained earnings 27,171 27,588 ------------ ------------ Total stockholders' equity 37,889 38,306 ------------ ------------ Total liabilities and stockholders' equity $86,636 84,519 ============ ============
See accompanying notes to condensed consolidated financial statements. Page 2 of 13 UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of dollars, except per share data) (Unaudited)
QUARTERS ENDED MARCH 31, -------------------------------------------------------- 2003 2002 -------------------------- -------------------------- REVENUES $ 9,556 100.0% 8,977 100.0% Cost of revenues: Labor and other operating expenses 6,300 65.9% 5,602 62.4% Depreciation, depletion and amortization 1,507 15.8% 1,538 17.1% ---------- ---------- ---------- ---------- 7,807 81.7% 7,140 79.5% ---------- ---------- ---------- ---------- GROSS PROFIT 1,749 18.3% 1,837 20.5% Selling, general and administrative expenses 1,059 11.1% 958 10.7% ---------- ---------- ---------- ---------- OPERATING PROFIT 690 7.2% 879 9.8% ---------- ---------- ---------- ---------- Other expenses (income): Interest expense 1,021 10.7% 1,114 12.4% Other expense (income), net (12) (0.1)% 378 4.2% ---------- ---------- ---------- ---------- 1,009 10.6% 1,492 16.6% ---------- ---------- ---------- ---------- LOSS BEFORE INCOME TAXES (319) (3.3)% (613) (6.8)% ---------- ---------- ---------- ---------- Income tax benefit (48) (0.5)% (142) (1.6)% ---------- ---------- ---------- ---------- NET LOSS $ (271) (2.8)% (471) (5.2)% ========== ========== ========== ========== LOSS PER SHARE OF COMMON STOCK Basic $ (0.05) (0.08) Diluted $ (0.05) (0.08)
See accompanying notes to condensed consolidated financial statements. Page 3 of 13 UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (Unaudited)
QUARTERS ENDED MARCH 31, ---------------------------- 2003 2002 ------------ ------------ OPERATING ACTIVITIES: Net loss $ (271) (471) Adjustments to reconcile net loss to net cash provided by operations: Depreciation, depletion and amortization 1,569 1,595 Amortization of financing costs 62 57 Loss on sale of assets 6 5 Changes in operating assets and liabilities: Trade receivables, net (1,611) (799) Inventories 64 249 Prepaid expenses and other current assets (29) 571 Other assets, net (20) 2 Accounts payable and accrued expenses 1,176 (1,022) Other liabilities (10) (31) ------------ ------------ Total adjustments 1,207 626 ------------ ------------ Net cash provided by operations $ 936 156 INVESTING ACTIVITIES: Purchase of property, plant and equipment $(1,798) (1,477) Proceeds from sale of property, plant and equipment -- 6 ------------ ------------ Net cash used in investing activities $(1,798) (1,471) FINANCING ACTIVITIES: Payment of common stock dividends $ (145) (148) Proceeds from borrowings 2,201 1,750 Repayment of debt (833) (833) ------------ ------------ Net cash provided by financing activities $ 1,223 769 ------------ ------------ Net increase (decrease) in cash and cash equivalents 361 (546) Cash and cash equivalents at beginning of period 226 606 ------------ ------------ Cash and cash equivalents at end of period $ 587 60 ============ ============ Supplemental cash flow information: Interest paid $ 959 1,057 Income taxes paid, net $ -- 376
See accompanying notes to condensed consolidated financial statements. Page 4 of 13 UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation 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, 2002. The results of operations for the three-month period ended March 31, 2003 are not necessarily indicative of operating results for the full year. Stock-based Compensation. The Company accounts for stock-based compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Stock-based compensation expense associated with option grants was not recognized in the net loss for the three month periods ended March 31, 2003 and 2002, as all options granted have had exercise prices equal to the market value of the underlying common stock on the dates of grant. The following table illustrates the effect on net loss and loss per common share if the Company had applied the fair-value-based recognition provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation:
FOR THE THREE MONTHS ENDED MARCH 31, ---------------------------- 2003 2002 ------------ ------------ Net loss as reported $ (271) (471) Stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects (3) (18) ------------ ------------ Pro forma net loss $ (274) (489) ============ ============ Basic and diluted loss per common share, as reported $ (0.05) (0.08) Pro forma basic and diluted loss per common share $ (0.05) (0.08)
Page 5 of 13 2. Embezzlement Matter and Restatements and Reclassification of Previously Reported Amounts On January 31, 2002, the Company announced that it had discovered that an employee who had recently left the Company may have improperly diverted Company funds without authorization. Trading in the Company's common stock on the Nasdaq National Market(R) ("Nasdaq") was halted, and the Audit Committee of the Company's Board of Directors retained outside counsel to conduct a special investigation into the matter. The Audit Committee also retained an independent accounting firm to review the Company's internal controls and to make recommendations for improvement that the Company has implemented. The Company also contacted the Securities and Exchange Commission (the "SEC"), as well as criminal authorities, and cooperated with the SEC, Nasdaq, and criminal authorities with respect to their investigations into this matter. The Company's former Vice President - Finance, Controller, Treasurer, and Secretary, Larry Ohms (the "Former VP Finance"), over a period of four years beginning in 1998, embezzled approximately $2,179,000 from the Company. The Former VP Finance voluntarily resigned from the Company on January 22, 2002, approximately one week before the Company discovered the defalcations. The Company has since filed suit against the Former VP Finance. The Former VP Finance has stated that no one else at the Company was involved in perpetrating the embezzlements. From the results of the special investigation and Mr. Ohms' testimony, the Company believes this statement to be accurate. In 2002, Mr. Ohms pleaded guilty to one count of wire fraud and one count of making a false statement to the SEC, and on March 24, 2003 he was sentenced to a term in federal prison and ordered to pay $2,179,000 in restitution to the Company. On March 14, 2002, the Company received $500,000 in insurance proceeds from the Company's insurance policies covering employee theft. The $500,000 was recorded on the Consolidated Balance Sheet at December 31, 2001 in prepaid expenses and other assets, and recognized in the Consolidated Statement of Operations in other income in the fourth quarter 2001. In addition, the Company retained counsel for assistance in its efforts to recover the embezzled funds from the Former VP Finance, and to pursue possible civil actions on behalf of the Company against third parties. The Former VP Finance has claimed not to have any funds. Any recoveries are being recognized in the quarters in which the recoveries are realized, and the costs of the Company's special investigation, the Company's cooperation with the SEC, Nasdaq, and criminal authorities in their investigations and the Company's ongoing recovery efforts are being expensed as incurred. During the first quarter 2003, the Company recorded recoveries of $81,000 ($0.01 per share), net of income tax benefits ($100,000 gross) and embezzlement-related costs of $69,000 ($0.01 per share), net of income tax benefits ($81,000 gross), compared to embezzlement-related costs of $290,000 ($0.05 per share), net of income tax benefits ($376,000 gross) in the first quarter 2002. 3. Inventories Inventories consisted of the following at: (In thousands of dollars)
MARCH 31, DECEMBER 31, 2003 2002 ------------ ------------ Lime and limestone inventories: Raw materials $ 1,749 $ 1,704 Finished goods 892 942 ------------ ------------ 2,641 2,646 Parts inventories 2,077 2,136 ------------ ------------ Total inventories $ 4,718 $ 4,782 ============ ============
Page 6 of 13 4. Banking Facilities and Other 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 eight years, maturing on March 30, 2007, and requires monthly principal payments of $278,000, which began April 30, 2000, with a final principal payment of $26,944,000 on March 30, 2007, which equates to a 15-year amortization. The Company paid a fee equivalent to 2.50% of the Loan value to the placement agent. The interest rate on the first $30,000,000 of the Loan is 8.875%. The subsequent installments bear interest from the date they were funded at 3.52% above the secondary market yield of the United States Treasury obligation maturing May 15, 2005. The blended rate for the additional $20,000,000 is 9.84%. 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 secure the Company's $5,000,000 revolving credit facility. 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. On January 31, 2003, the maturity of the Company's $5,000,000 revolving credit facility was extended to July 31, 2003. From January 1, 2003 through March 2, 2003, the revolving credit facility bore interest at LIBOR plus a margin of 1.40% to 3.55%, 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). On March 3, 2003, the Company entered into a Loan and Security Agreement with another bank for a new $5,000,000 revolving credit facility to replace the prior facility. In addition, the Company obtained a new $2,000,000 equipment line of credit (available for financing or leasing large mobile equipment used in its operations) from the same bank. The new revolving credit facility is secured by the Company's accounts receivable and inventories, provides for an interest rate of LIBOR plus 2.75%, and matures on March 1, 2004. As of April 30, 2003, the Company's outstanding balance on the revolving credit facility was $3,401,000. The average interest rate for the revolving credit facilities in the first quarter 2003 was 3.79%. As of April 30, 2003, the Company had entered into approximately $500,000 of leases for mobile equipment under the new $2,000,000 equipment line. A summary of outstanding debt at the dates indicated is as follows: (In thousands of dollars)
MARCH 31, DECEMBER 31, 2003 2002 ------------ ------------ Term loan $ 40,000 40,833 Revolving credit facility 3,401 1,200 ------------ ------------ Subtotal 43,401 42,033 Less current installments 6,734 4,533 ------------ ------------ Debt, excluding current installments $ 36,667 37,500 ============ ============
Page 7 of 13 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS. Any statements contained in this 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," "anticipate," and "project." The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions 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 in the Company's discretion; (ii) the Company's plans and results of operations will be affected by its ability to manage its growth and modernization; (iii) the Company's ability to meet short-term and long-term liquidity demands; (iv) inclement weather conditions; (v) increased fuel costs; (vi) unanticipated delays or additional cost overruns in completing current or planned construction projects; (vii) reduced demand for the Company's products; and (viii) other risks and uncertainties set forth below or 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, 2002. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operations was $936,000 for the three months ended March 31, 2003, compared to $156,000 for the three months ended March 31, 2002. The $780,000 improvement was the result of a $200,000 smaller loss in the first quarter 2003 compared to the prior year and changes in working capital. The Company invested $1,798,000 in capital expenditures in the first three months 2003, compared to $1,477,000 in the same period last year. The increase in capital expenditures was primarily due to the erection of a 5,000-ton pulverized limestone storage facility at the Company's Texas operations, which will enhance customer service. The Company expects to complete the new storage facility in the second quarter. Net cash provided by financing activities was $1,223,000 in the first three months 2003, primarily from $2,201,000 of draws on the Company's revolving credit facility, partially offset by $833,000 repayment of debt and $145,000 payment of cash dividends. Financing activities provided $769,000 net cash in the first three months 2002, primarily from $1,750,000 of draws on the Company's revolving credit facility, partially offset by $833,000 repayment of debt and $148,000 payment of cash dividends. On March 3, 2003, the Company entered into a Loan and Security Agreement with another bank for a new $5,000,000 revolving credit facility to replace the prior facility. In addition, the Company obtained a new $2,000,000 equipment line of credit (available for financing or leasing large mobile equipment used in its operations) from the same bank. The new revolving credit facility is secured by the Company's accounts receivable and inventories, provides for an interest rate of LIBOR plus 2.75%, Page 8 of 13 and matures on March 1, 2004. As of April 30, 2003, the Company's outstanding balance on the revolving credit facility was $3,401,000. The average interest rate for the revolving credit facilities in the first quarter 2003 was 3.79%. As of April 30, 2003, the Company had entered into approximately $500,000 of leases for mobile equipment under the new $2,000,000 equipment line. The Company believes that funds generated from operations and amounts still available under the revolving credit facility will be sufficient to meet the Company's liquidity and ongoing capital needs for the year. The Arkansas modernization and expansion project commenced with ground breaking in November 1999 and is expected to be completed in two phases. Phase I involved the redevelopment of the quarry plant, rebuilding of the railroad to standard gauge, the purchase of a facility to establish an out-of-state terminal in Shreveport, Louisiana, the installation of a rotary kiln with preheater, and increased product storage and loading capacity. The kiln in Phase I produced its first lime in the fourth quarter 2000, which continues to be of excellent quality and well received by customers. The Company completed Phase I in the second quarter 2001. The total cost of Phase I was approximately $33,000,000. The $33,000,000 includes $1,800,000 of costs associated with the pre-building of certain facilities for Phase II of the Arkansas project and the purchase of, but not all of the improvements to, the out-of-state terminal in Shreveport, Louisiana. Phase II of the Arkansas project will further expand the plant's capacity through the installation of a second kiln with additional storage capacity, and includes the completion of the out-of-state terminal in Shreveport, Louisiana for distribution of the Company's products. The estimated additional cost to complete Phase II is approximately $16,000,000. The Company plans to proceed with Phase II at the optimum time based on its future operating results, market demand, financing and the ability to secure competitive construction bids. As part of the financing of Phase II, the Company may decide to incur additional debt or issue additional equity securities or both. Recently, the Company has engaged an investment banking firm to advise it on possible financing alternatives. The Company is not contractually committed to any planned capital expenditures until actual orders are placed for equipment. As of March 31, 2003, the Company was contractually obligated for approximately $200,000 to complete the pulverized limestone storage facility at the Company's Texas plant. As of April 30, 2003, the Company had $43,124,000 in total debt outstanding. RESULTS OF OPERATIONS Revenues increased to $9,556,000 in the first quarter 2003 from $8,977,000 in the first quarter 2002, an increase of $579,000, or 6.4%. This primarily resulted from a 4.9% increase in product sales and revenues from natural gas surcharges discussed below. The Company's gross profit was $1,749,000 for the first quarter 2003, compared to $1,837,000 for the first quarter 2002, a 4.8% decrease. Gross profit margin as a percentage of revenues for the first quarter 2003 decreased to 18.3% from 20.5% in first quarter 2002. Gross profit and gross profit margins declined in the 2003 quarter primarily due to increased natural gas costs. Also, a winter ice storm in Texas caused the loss of approximately two days of sales and a natural gas curtailment to the Company's Texas plant that resulted in reduced production levels. The total negative price variance for natural gas was approximately $400,000 compared to the first quarter last year. In early March, the Company implemented natural gas surcharges on pulverized limestone products that offset approximately $150,000 of the increased natural gas costs incurred during the quarter. Page 9 of 13 Although natural gas prices have declined from their highs during the quarter, they continue to exceed 2002 price levels. Due to lower domestic inventories of natural gas, the Company expects prices to remain higher than in the previous year. Therefore, the Company intends to continue the natural gas surcharges on pulverized limestone products in a continued effort to offset most of the increased costs. Production of pulverized limestone products accounted for approximately 85% of the Company's natural gas usage during the first quarter 2003. Selling, general and administrative expenses ("SG&A") increased by $101,000, or 10.6%, to $1,059,000 in the first quarter 2003, as compared to $958,000 in the first quarter 2002. The increase was primarily attributable to increases in legal and audit fees, insurance costs, salaries and employee benefits. As a percentage of sales, SG&A was 11.1% in the first quarter 2003, as compared to 10.7% in the comparable 2002 period. Interest expense in the first quarter 2003 was $1,021,000, compared to $1,114,000, net for the first quarter 2002, primarily resulting from the $3,333,000 repayment on the Loan over the last 12 months. Other, net was $12,000 income in the first quarter 2003, as compared to $378,000 expense in the first quarter 2002. Other, net in the 2003 quarter consisted of interest, other income and $100,000 of embezzlement-related recoveries, partially offset by $81,000 of embezzlement-related costs. In the first quarter 2002, $376,000 of embezzlement-related costs was the primary other expense. The Company reported a net loss of $271,000 ($0.05 per share) during the first quarter 2003, compared to a net loss of $471,000 ($0.08 per share) during the first quarter 2002. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not Applicable. ITEM 4: CONTROLS AND PROCEDURES Within 90 days prior to the filing of this report, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"). Based on that evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation of internal controls. Page 10 of 13 PART II. OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: 99(a) Section 906 Certification by the Chief Executive Officer 99(b) Section 906 Certification by the Chief Financial Officer b. Reports on Form 8-K: None
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. May 8, 2003 By: /s/ Timothy W. Byrne -------------------------------------------- Timothy W. Byrne President and Chief Executive Officer (Principal Executive Officer) May 8, 2003 By: /s/ M. Michael Owens -------------------------------------------- M. Michael Owens Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) I, Timothy W. Byrne, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Page 11 of 13 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 8, 2003 /s/ Timothy W. Byrne ------------------------------------ Timothy W. Byrne Chief Executive Officer I, M. Michael Owens, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; Page 12 of 13 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: d) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; e) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and f) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): c) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and d) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: May 8, 2003 /s/ M. Michael Owens --------------------------------- M. Michael Owens Chief Financial Officer Page 13 of 13 UNITED STATES LIME & MINERALS, INC. Quarterly Report on Form 10-Q Quarter Ended March 31, 2003 Index to Exhibits
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99(a) Section 906 Certification by the Chief Executive Officer 99(b) Section 906 Certification by the Chief Financial Officer
EX-99.(A) 3 d05771exv99wxay.txt CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER EXHIBIT 99(a) SECTION 906 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Timothy W. Byrne, Chief Executive Officer of United States Lime & Minerals, Inc. (the "Company"), hereby certify that, to my knowledge: (1) The Company's periodic report on Form 10-Q for the quarterly period ended March 31, 2003 (the "Form 10-Q") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 8, 2003 /s/ Timothy W. Byrne ---------------------------- Timothy W. Byrne EX-99.(B) 4 d05771exv99wxby.txt CERTIFICATION BY THE CHIEF FINANCIAL OFFICER EXHIBIT 99(b) SECTION 906 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, M. Michael Owens, Chief Financial Officer of United States Lime & Minerals, Inc. (the "Company"), hereby certify that to my knowledge: (1) The Company's periodic report on Form 10-Q for the quarterly period ended March 31, 2003 (the "Form 10-Q") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 8, 2003 /s/ M. Michael Owens ---------------------------------- M. Michael Owens -----END PRIVACY-ENHANCED MESSAGE-----