-----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, RC2TEtpe5aZ0JP542emm3kXfvbicUsk7IUuyS5+4n3sw/rZHVv85cyHy2vU41aEo Fh0NaI0P7S+Y1gJBX/5bVA== 0000950134-96-003611.txt : 19960723 0000950134-96-003611.hdr.sgml : 19960723 ACCESSION NUMBER: 0000950134-96-003611 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960719 SROS: NASD 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: 96596692 BUSINESS ADDRESS: STREET 1: 12221 MERIT DRIVE SUITE 500 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 2149918400 MAIL ADDRESS: STREET 1: 12221 MERIT DRIVE STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75251 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 FORM 10-Q PERIOD END 6/30/96 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 JUNE 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ........ to ........ Commission file number is 0-4197 UNITED STATES LIME & MINERALS, INC. ----------------------------------- (Exact name of registrant as specified in its charter) TEXAS 75-0789226 ----- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12221 MERIT DRIVE, SUITE 500, DALLAS, TX 75251 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (214) 991-8400 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of July 12, 1996, 3,921,853 shares of common stock, $.10 par value, were outstanding. 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)
JUNE 30, DECEMBER 31, ASSETS 1996 1995 ------------ ------------- Current Assets: Cash and cash equivalents $ 541 $ 1,161 Trade receivables 7,023 5,509 Inventories 5,516 5,332 Prepaid expenses and other assets 783 234 ------------ ------------- Total current assets 13,863 12,236 ------------ ------------- Property, plant and equipment at cost: 56,801 53,927 Less accumulated depreciation (39,240) (37,503) ------------ ------------- Net property, plant and equipment 17,561 16,424 ------------ ------------- Other assets, net 1,181 1,133 ------------ ------------- Total assets $ 32,605 $ 29,793 ============ ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current installments of long-term debt $ 1,143 $ 1,143 Accounts payable-trade 3,171 2,568 Accrued expenses 2,356 2,369 ------------ ------------- Total current liabilities 6,670 6,080 Long-term debt, excluding current installment 4,459 4,381 Other liabilities 578 583 Stockholders' equity: Common stock 529 529 Additional paid-in capital 15,306 15,848 Retained earnings 19,625 17,844 ------------ ------------- 35,460 34,221 Less treasury stock at cost; 1,372,212 and 1,458,002 shares of common stock (14,562) (15,472) ------------ ------------- Total stockholders' equity 20,898 18,749 ------------ ------------- Total liabilities and stockholders' equity $ 32,605 $ 29,793 ============ =============
See accompanying notes to condensed consolidated financial statements 2 3 UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of dollars, except per share data) (Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995 ---------------- --------------- --------------- -------------- Revenues $ 11,583 100.0% $ 11,458 100.0% $ 20,106 100.0% $20,107 100.0% Cost of revenues: Labor and other operating expenses 7,549 65.2% 7,536 65.7% 13,421 66.8% 13,464 67.0% Depreciation, depletion and amortization 971 8.4% 774 6.8% 1,812 9.0% 1,576 7.8% ---------------- --------------- --------------- -------------- 8,520 73.6% 8,310 72.5% 15,233 75.8% 15,040 74.8% ---------------- --------------- --------------- -------------- GROSS PROFIT 3,063 26.4% 3,148 27.5% 4,873 24.2% 5,067 25.2% Selling, general and admin. expenses 1,153 9.9% 1,179 10.3% 2,258 11.2% 2,397 11.9% ---------------- --------------- --------------- -------------- OPERATING PROFIT 1,910 16.5% 1,969 17.2% 2,615 13.0% 2,670 13.3% ---------------- --------------- --------------- -------------- Other deductions (income): Interest expense 162 1.4% 177 1.6% 296 1.4% 352 1.7% Other, net (71) -0.6% 2 0.0% (129) -0.6% (7) -0.0% ---------------- --------------- --------------- -------------- 91 0.8% 179 1.6% 167 0.8% 345 1.7% ---------------- --------------- --------------- -------------- NET INCOME BEFORE INCOME TAXES 1,819 15.7% 1,790 15.6% 2,448 12.2% 2,325 11.6% Federal and state income taxes 348 3.0% 350 3.1% 474 2.4% 459 2.3% ---------------- --------------- --------------- -------------- NET INCOME $ 1,471 12.7% $ 1,440 12.6% 1,974 9.8% 1,866 9.3% ======== ======== ======== ======= NET INCOME PER SHARE: Primary $ 0.38 $ 0.38 $ 0.51 $ 0.49 ======== ======== ======== ======= Fully diluted $ 0.36 $ - $ 0.49 $ - ======== ======== ======== =======
See accompanying notes to condensed consolidated financial statements. 3 4 UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of dollars) (Unaudited)
SIX MONTHS ENDED ---------------------- June 30, 1996 1995 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,974 $ 1,866 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 1,813 1,648 Amortization of financing costs 50 37 Loss on sale of property - 28 Current assets (net change) [1] (2,247) (1,172) Other assets (98) (166) Current liabilities (net change) [2] 590 1,101 Other liabilities (5) 371 -------- -------- Net cash provided by operating activities 2,077 3,713 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (2,950) (3,117) Proceeds from sale of property, plant and equipment - 10 -------- -------- Net cash (used in) investing activities (2,950) (3,107) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 368 - Payment of common stock dividends (193) (95) Proceeds from borrowings 650 1,600 Principal payments of debt (572) (1,471) -------- -------- Net cash (used in) financing activities 253 34 -------- -------- Net increase (decrease) in cash (620) 640 Cash at beginning of period 1,161 23 -------- -------- Cash at end of period $ 541 $ 663 ======== ======== Supplemental cash flow information: Interest paid $ 227 $ 311 ======== ======== Income taxes paid $ 531 $ 297 ======== ========
[1] Exclusive of net change in cash. [2] Exclusive of net change in debt and lease obligations. See accompanying notes to condensed consolidated financial statements. 4 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 be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the period ended December 31, 1995. The results of operations for the periods ended June 30, 1996 are not necessarily indicative of what the operating results for the full year will be. Certain prior year amounts have been reclassified for comparison purposes. 2. Inventories Inventories consist of the following at:
June 30, December 31, 1996 1995 ------------- -------------- (In thousands of dollars) Raw materials $ 774 $ 1,000 Finished goods 2,787 2,436 Service parts 1,955 1,896 ------------- ------------ Total Inventories $ 5,516 $ 5,332 ============= ============
3. Prepaid Expenses At June 30, 1996, prepaid expenses included $353,000 of deferred costs that will be absorbed in inventory by the end of the year based on units of production method. The deferred costs at June 30, 1995 were $216,000. The 1996 costs relate to a planned aggregates production shut-down of one of the plant facilities during the first quarter of 1996. Deferred costs include maintenance and other expenses incurred during the first quarter that will contribute towards revenues in subsequent quarters. 5 6 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 $2,077,000 for the six months ended June 30, 1996, as compared to $3,713,000 for the six months ended June 30, 1995. The decrease in net cash provided by operating activities was primarily attributed to the increase in current assets and reductions of current liabilities. The Company has in place and utilizes its Revolver Loan facility to cover these fluctuations. The Company has completed the feasibility studies for a new kiln at the Arkansas plant and has decided to proceed with this project. The new kiln will complement the existing shaft kilns by allowing the Company to expand its customer base. The lime produced on the new kiln will meet the specific chemical needs of both the existing customer base and customers the Company currently is unable to serve. The project is expected to cost approximately $9-10 million. The Company's progress on this project has been slowed due to the state regulatory authorities requiring the Arkansas plant to apply for and obtain a new plant-wide permit. The new permit replaced the existing permit and now allows the Company to proceed with the permitting process of the new kiln. This permit is expected to be secured by the end of 1996. The new kiln will be financed by internally generated funds and/or alternative sources of financing. RESULTS OF OPERATIONS Revenues increased from $11,458,000 in the second quarter of 1995 to $11,583,000 in the second quarter of 1996, an increase of $125,000 or 1.1%. This resulted from a 3.2% decrease in sales volume and a 4.3% increase in prices. Revenues for the six months ended June 30, 1996 of $20,106,000 were almost identical to last year's revenues of $20,107,000 for the same period. This was caused by a 5.5% decrease in sales volume and a 5.5% increase in price. The Company's gross profit was $3,063,000 in the second quarter of 1996, compared to $3,148,000 in the second quarter of 1995, a 2.7% decrease. Gross profit margin for the second quarter of 1996 decreased to 26.4%, from 27.5% in 1995. The lower gross profit and gross profit margins were attributed to decreased production volumes in the second quarter. Gross profit decreased to $4,873,000 for the first six months of 1996, from $5,067,000 in the first six months of 1995, a 3.8% decrease. Gross profit margin for the six months ended June 30, 1996 decreased to 24.2%, from 25.2% in 1995. The decreased production volumes negatively impacted both gross profit and gross profit margins. Selling, general and administrative expenses (SG&A) decreased 2.2% to $1,153,000 in the second quarter of 1996, compared to $1,179,000 in the second quarter of 1995. SG&A as a percentage of sales decreased to 9.9%, from 10.3% a year earlier. The reduction in SG&A was due primarily to lower professional fees. SG&A decreased by $139,000 or 5.8%, in the first six months of 1996, compared to 1995, and as a percentage of sales decreased to 11.2%, from 11.9%. 6 7 Other, net increased by $73,000 in the second quarter of 1996, compared to the second quarter of 1995. The increase was mainly due to the sale of timber at one of the plants and royalties from a lease agreement signed in the first quarter. Other, net increased by $122,000 in the first six months of 1996, as compared to the first six months of 1995. Interest expense decreased both in the second quarter and first six months of 1996 over 1995 by $15,000 and $56,000, respectively. This decrease was due primarily to lower balances outstanding. The Company reported net income of $1,471,000, ($0.38 per share / $0.36 fully diluted) during the second quarter of 1996, compared to net income of $1,440,000, ($0.38 per share) during the second quarter of 1995. For the first six months of 1996, the Company recorded net income of $1,974,000 ($0.51 per share / $0.49 fully diluted), as compared to net income of $1,866,000 ($0.49 per share) in the first six months of 1995. PART II. OTHER INFORMATION ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders was held on May 17, 1996, in Dallas, Texas. The table below briefly describes the proposal submitted to Shareholders in the Company's Proxy Statement dated March 22, 1996, and the results of the Shareholder vote: Election of Directors
FOR WITHHELD --- -------- John J. Brown 3,718,218 6,786 Timothy W. Byrne 3,721,468 3,536 Antoine M. Doumet 3,720,718 4,286 Wallace G. Irmscher 3,721,568 3,436 Robert F. Kizer 3,721,564 3,440 Edward A. Odishaw 3,721,568 3,436 Robert J. Smith 3,718,218 6,786
There were no broker non-votes. 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 June 30, 1996. 7 8 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. July 18, 1996 By:/s/ Robert F. Kizer ------------------------------------- Robert F. Kizer President and Chief Executive Officer July 18, 1996 By:/s/ Timothy W. Byrne ------------------------------------- Timothy W. Byrne Senior Vice President and Chief Financial Officer 8 9 UNITED STATES LIME & MINERALS, INC. Quarterly Report on Form 10-Q Quarter Ended June 30, 1996 Index to Exhibits Exhibit No. Exhibit ----------- ---------------------------------------------- 11 Statement re computation of per share earnings 27 Financial Data Schedule EX-11 2 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS 1 Exhibit 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- ------------------------- 1996 1995 1996 1995 ------------ --------- ---------- --------- Net income $ 1,471,000 1,440,000 1,974,000 1,866,000 =========== ========= ========= ========= Net income per share: (1) Primary $ 0.38 0.38 0.51 0.49 =========== ========= ========= ========= Fully diluted $ 0.36 - 0.49 - =========== ========= ========= ========= Weighted average shares outstanding: (1) Primary 3,872,073 3,836,063 3,859,097 3,836,063 =========== ========= ========= ========= Fully diluted 4,031,202 - 4,018,225 - =========== ========= ========= =========
(1) The Company is showing both primary and fully diluted earnings per share for the second quarter and first half of 1996. These calculations, required under generally accepted accounting principles, reflect the effects of recent increases in the market prices for the Company's shares in determining the dilution resulting from the assumed exercise of the Company's employee stock options. EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1996 APR-01-1996 JUN-30-1996 541 0 7,023 0 5,516 13,863 56,801 39,240 32,605 6,670 0 529 0 0 20,369 32,605 11,583 11,583 8,520 8,520 1,082 0 162 1,819 348 1,471 0 0 0 1,471 .38 .36
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