-----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, RLnLmEA85lIGEaApDMazJ6VjC+C06FVmPm/jtJruAOb4rkdtbOP9qBvciEcMUKQ5 j3k4XDZtcreXHmBkGZOEAg== 0000950134-98-006208.txt : 19980803 0000950134-98-006208.hdr.sgml : 19980803 ACCESSION NUMBER: 0000950134-98-006208 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980729 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: SEC FILE NUMBER: 000-04197 FILM NUMBER: 98673227 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 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, 1998 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.) 12221 Merit Drive, Suite 500, Dallas, TX 75251 - ------------------------------------ --------------------------- (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 July 24, 1998, 3,971,165 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 1998 31, 1997 ASSETS -------- -------- Current Assets: Cash and cash equivalents $ 2,898 $ 2,787 Trade receivables, net 4,415 3,624 Inventories 2,904 3,001 Prepaid expenses and other assets 75 111 -------- -------- Total current assets 10,292 9,523 Property, plant and equipment at cost 63,204 52,302 Less: Accumulated depreciation and depletion (31,552) (30,896) -------- -------- Property, plant and equipment, net 31,652 21,406 Deferred tax assets, net 2,465 2,537 Other assets, net 31 54 -------- -------- Total assets $ 44,440 $ 33,520 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current installments of long-term debt $ 2,143 $ 1,071 Accounts payable 3,237 4,437 Accrued expenses 1,489 1,594 -------- -------- Total current liabilities 6,869 7,102 Long-term debt, excluding current installments 12,000 2,167 Other liabilities 253 101 -------- -------- Total liabilities 19,122 9,370 Stockholders' Equity: Common stock 529 529 Additional paid-in-capital 14,930 15,135 Retained earnings 23,897 22,729 -------- -------- 39,356 38,393 Less treasury stock at cost; 1,322,900 and 1,342,212 shares of common stock, respectively (14,038) (14,243) -------- -------- Total stockholders' equity 25,318 24,150 -------- -------- Total liabilities and stockholders' equity $ 44,440 $ 33,520 ======== ========
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, June 30, ----------------------------- ------------------------------ 1998 1997 1998 1997 ------------- -------------- -------------- -------------- Revenues $ 8,016 100.0% $10,350 100.0% $14,485 100.0% $18,158 100.0% Cost of revenues: Labor & other operating expenses 5,153 64.3% 8,159 78.8% 9,680 66.8% 14,392 79.3% Depreciation, depletion and amortization 694 8.6% 1,073 10.4% 1,360 9.4% 2,053 11.3% ------------- -------------- -------------- -------------- 5,847 72.9% 9,232 89.2% 11,040 76.2% 16,445 90.6% ------------- -------------- -------------- -------------- Gross profit 2,169 27.1% 1,118 10.8% 3,445 23.8% 1,713 9.4% Selling, general & admin. expenses 917 11.5% 1,154 11.2% 1,843 12.7% 2,270 12.5% ------------- -------------- -------------- -------------- Operating profit (loss) 1,252 15.6% (36) (0.4%) 1,602 11.1% (557) (3.1%) Other deductions (income): Interest expense 3 0.0% 168 1.6% 6 0.0% 301 1.6% Other income, net (201) (2.5%) (49) (0.5%) (275) (1.8%) (93) (0.5%) ------------- -------------- -------------- -------------- (198) (2.5%) 119 1.1% (269) (1.8%) 208 1.1% ------------- -------------- -------------- -------------- Net income (loss) before income taxes 1,450 18.1% (155) (1.5%) 1,871 12.9% (765) (4.2%) ------------- -------------- -------------- -------------- Federal and state income tax expense (benefit) 387 4.8% (2,331)(22.5%) 505 3.5% (2,453)(13.5%) ------------- -------------- -------------- -------------- Net income $ 1,063 13.3% $ 2,176 21.0% $ 1,366 9.4% $ 1,688 9.3% ============= ============== ============== ============== Income per share of common stock: Basic $ 0.27 $ 0.55 $ 0.34 $ 0.43 ======= ======== ======== ======== Diluted $ 0.27 $ 0.55 $ 0.34 $ 0.43 ======= ======== ======== ========
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, 1998 1997 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,366 $ 1,688 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation, depletion and amortization 1,419 2,135 Deferred income tax benefit 72 (2,300) Amortization of financing costs - 50 Loss on sale of property, plant and equipment 32 3 Loss on sale of Corson Lime Company assets - 506 Current assets, net change [1] (658) (497) Other assets 23 229 Current liabilities, net change [2] (1,305) (2,355) Other liabilities 152 41 -------- -------- Net cash provided by (used in) operating activities 1,101 (500) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (11,700) (3,218) Proceeds from sale of Corson Lime Company assets, net of expenses - 7,838 Proceeds from sale of property, plant and equipment 3 5 -------- -------- Net cash (used in) provided by investing activities (11,697) (4,625) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of common stock dividends (198) (196) Proceeds from borrowings on term loan 11,000 - Principal payments on term loan debt (95) (572) Proceeds from borrowing on revolving credit facility - 2,900 Principal payments on revolving credit facility - (2,900) -------- -------- Net cash provided by (used in) financing activities 10,707 (768) -------- -------- Net increase in cash 111 3,357 Cash at beginning of period 2,787 1,000 -------- -------- Cash at end of period $ 2,898 $ 4,357 ======== ======== Supplemental cash flow information: Interest paid $ 326 $ 235 ======== ======== Income taxes paid $ 437 $ 451 ======== ======== [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 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, 1997. The results of operations for the three and six month periods ended June 30, 1998 are not necessarily indicative of operating results for the full year. 2. Inventories Inventories consisted of the following at: (In thousands of dollars) June 30, December 31, 1998 1997 ------- ------- Lime and limestone inventories: Raw materials $ 876 $ 624 Finished goods 480 844 ------- ------- 1,356 1,468 Service parts 1,548 1,533 ------- ------- Total inventories $ 2,904 $ 3,001 ======= ======= 3. Long-Term Debt The Company has a financing agreement with a commercial bank. The agreement, as amended and restated in December 1997, provides for a $15,000,000 five-year secured term loan and a $4,000,000 unsecured revolving credit facility that matures in December 1999. Both loans bear interest at the bank's prime rate but may, at the option of the Company, be converted into LIBOR-based loans that bear interest at LIBOR plus 1.65% for the term loan and LIBOR plus 1.5% for the revolving credit facility. The agreement also allows the Company to modify the interest characteristics of all or a portion of the outstanding loans by establishing a fixed rate with the bank or through the use of interest rate protection agreements with the bank. As part of the same amended and restated agreement, the Company negotiated a $25,000,000 secured line of credit to provide temporary financing for capital expenditures and acquisitions until such time as permanent financing can be arranged. Any borrowings under this facility would be at the bank's prime rate or, at the discretion of the Company, may be converted into a LIBOR-based loan bearing interest at LIBOR plus 2%. The capital expenditure and acquisition line of credit is available, if not extended, through September 1998 and is subject to approval by the bank. 5 6
A summary of long-term debt is as follows: (In thousands of dollars) June 30, December 31, 1998 1997 -------- -------- Term loan $ 14,143 3,238 Revolving credit facility - - -------- -------- Subtotal 14,143 3,238 Less current installments 2,143 1,071 -------- -------- Long-term debt, excluding current installments $ 12,000 2,167 ======== ========
The additional amounts borrowed in the first half of 1998 were used to partially fund the modernization and expansion project at the Texas facility. Interest costs of $204,000 and $305,000 were capitalized as part of the Texas project in the three- and six-month periods ended June 30, 1998, respectively. In April 1998, the Company entered into an interest rate protection agreement with its bank (the "Swap Agreement") to modify the interest characteristics of $9,000,000 of its then-outstanding debt from a variable rate to a fixed rate. The Swap Agreement involves the exchange of interest obligations based on a fixed rate of 7.45%, for interest obligations based on variable 30-day LIBOR rates plus 1.65%, over the five-year life of the Swap Agreement without an exchange of notional amounts upon which such interest obligations are based. The interest rate differential to be paid or received as rates change will be accrued and recognized as an adjustment to interest expense. The related amount payable to or receivable from the bank will be included as an adjustment to accrued expenses. To the extent amounts are not material, the fair value of the Swap Agreement and changes in the fair value as a result of changes in market interest rates will not be recognized in the financial statements. In the event of the early termination of the debt obligation, or an early termination of the Swap Agreement, any realized gain or loss from the Swap Agreement would be recognized as an adjustment to interest expense. For amounts not otherwise fixed under the Swap Agreement, the Company elected the LIBOR-based interest option for the debt outstanding under the term loan. The carrying amount of the Company's long-term debt approximates its fair value. 4. Subsequent Event In June 1998, the Company entered into negotiations with its bank to amend its current financing agreement, as amended and restated in December 1997. As of July 15, 1998, the Company and the bank had agreed to the general terms of a proposed amendment; however, the terms of the final signed 6 7 amendment may differ from those described below. The proposed amendment to the agreement would provide for an additional $3,500,000, for a total of $18,500,000, on the five-year secured term loan. The amended term loan's maturity would be extended from July 2003 to September 2003 and would require monthly principal repayments of approximately $220,000 beginning no later than October 1998. Interest-only payments would be required through September 1998. The amended agreement would also fund a secured line of credit of $5,000,000 for capital expenditures. The funded capital expenditure line of credit would be used by the Company to partially finance the first phase of the Arkansas modernization and expansion project and would require interest-only payments until its maturity in July 2000. As a result of this line of credit, the amended agreement would reduce the current $25,000,000 capital expenditure and acquisition line of credit by $5,000,000 to $20,000,000. The capital expenditure and acquisition line of credit would be available, if not extended, through January 2000, rather than September 1998, and would remain subject to approval by the bank. In addition, the amended agreement would require the $4,000,000 revolving credit facility to be secured and would extend its maturity from December 1999 to January 2000. All three of the facilities would be secured by substantially all of the Company's assets bank's prime rate plus a defined interest rate spread based upon the Company's then-current ratio of total funded debt to earnings before interest, taxes, depreciation and amortization (EBITDA). However, at the option of the Company, all or any portion of the amounts outstanding could be converted into a LIBOR-based rate plus a defined interest rate spread based upon the Company's then-current ratio of total funded debt to EBITDA. 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 $1,101,000 for the six months ended June, 1998, as compared to $500,000 used in operating activities for the six months ended June 30, 1997. The 1997 cash flows reflect the pay off of the current liabilities of Corson Lime Company, the loss on the sale of the Corson assets in June 1997 and the recognition of previously reserved deferred tax assets. The Company made $11,700,000 in capital expenditures in the first six months of 1998, compared to $3,218,000 in the same period last year. Capital expenditures of approximately $10,022,000 and $334,000 were related to the modernization and expansion project at the Texas facility in the first six months of 1998 and 1997, respectively. The Texas project includes the installation of new stone crushing and handling systems, the addition of a preheater to one of the existing kilns, additional storage, screening and shipping capacity and a new support building housing a laboratory, administrative offices and shop facilities. The Texas project is being constructed in phases, and significant progress has been made. The new support building and the stone crushing and handling systems have been completed. The storage, screening and load-out 7 8 improvements, as well as the preheater, should be completed by the fourth quarter of 1998. The Texas improvements should allow the Company to better serve its customers by improving both quality and service. 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. The improvements will also result in lower operating costs and in a more efficient utilization of the work force. The cost of the Texas modernization and expansion project is expected to be approximately $23,000,000. This project is being financed through a combination of internally generated funds from operations, the proceeds from the sale of the Corson assets and certain banking facilities. The Company is also moving forward with the modernization and expansion plans at the Arkansas plant. The Arkansas project will be constructed in two phases. The first phase, scheduled for completion in 1999, includes the addition of a new 1,200-ton per day (400,000-ton per year) rotary kiln, new stone crushing and handling systems and new lime and ground calcium carbonate storage and load-out facilities. The second phase of the project, which is currently scheduled for construction in 2002, includes a rock transportation system and additional lime storage facilities. However, significant increases in product sales could result in an earlier implementation of the second phase of the plan. Permit applications have been submitted, kiln system design is being finalized and bid proposals have been requested for key components of the project. The preliminary cost estimates for the project phases are approximately $27,000,000 and $5,000,000, respectively. The project is contingent upon satisfactory permitting from the various regulatory agencies. The Company expects to finance this project through a combination of internally generated funds from operations and/or alternative sources of financing. 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 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 is not contractually committed to any planned capital expenditures until actual orders are placed for equipment. As of June 30, 1998, the Company's liability for open equipment and construction orders, all of which were related to the Texas modernization and expansion project, totaled approximately $6,400,000. This amount, as well as other future billings related to the Texas and Arkansas modernization and expansion projects, will be recorded as work is performed and billed to the Company. The Company has a financing agreement with a commercial bank. In June 1998, the Company entered into negotiations with its bank to amend its current financing agreement, as amended and restated in December 1997. As of July 15, 1998, the Company and the bank have agreed to the general terms of a proposed amendment; however, the terms of the final signed amendment may differ from those described below. 8 9 The proposed amendment to the agreement would provide for an additional $3,500,000, for a total of $18,500,000, on the five-year secured term loan. The amended term loan's maturity would be extended from July 2003 to September 2003 and would require monthly principal repayments of approximately $220,000 beginning no later than October 1998. Interest-only payments would be required through September 1998. The amended agreement would also fund a secured line of credit of $5,000,000 for capital expenditures. The funded capital expenditure line of credit would be used by the Company to partially finance the first phase of the Arkansas modernization and expansion project and would require interest-only payments until its maturity in July 2000. As a result of this line of credit, the amended agreement would reduce the current $25,000,000 capital expenditure and acquisition line of credit by $5,000,000 to $20,000,000. The capital expenditure and acquisition line of credit would be available, if not extended, through January 2000, rather than September 1998, and would remain subject to approval by the bank. In addition, the amended agreement would require the $4,000,000 revolving credit facility to be secured and would extend its maturity from December 1999 to January 2000. All three of the facilities would be secured by substantially all of the Company's assets and would bear interest at the bank's prime rate plus a defined interest rate spread based upon the Company's then-current ratio of total funded debt to earnings before interest, taxes, depreciation and amortization (EBITDA). However, at the option of the Company, all or any portion of the amounts outstanding could be converted into a LIBOR-based rate plus a defined interest rate spread based upon the Company's then-current ratio of total funded debt to EBITDA. As of June 30, 1998, the Company had $14,143,000 in debt outstanding under the amended and restated term loan, up from the $3,238,000 at December 31, 1997. The additional borrowings in 1998 have been used to partially fund the modernization and expansion project at the Texas facility. Results of Operations Revenues decreased from $10,350,000 in the second quarter of 1997 to $8,016,000 in the second quarter of 1998, a decrease of $2,334,000, or 22.6%. Excluding 1997 revenues from Corson Lime Company, the assets of which were sold in June 1997, revenues for the second quarter increased by $670,000, or 9.1%, from 1997, resulting from a 9.0% increase in sales volume and a 0.1% increase in prices. Revenues for the six months ended June 30, 1998 were $14,485,000, a decrease of $3,673,000, or 20.2%, from the $18,158,000 reported for the six months ended June 30, 1997. Excluding 1997 revenues from Corson, revenues for the six months ended June 30, 1998 increased by $1,230,000, or 9.3%, from 1997, resulting from a 9.4% increase in sales volume and a 0.1% decrease in prices. The Company's gross profit was $2,169,000 for the second quarter of 1998, compared to $1,118,000 for the second quarter of 1997, a 94.0% increase. Gross profit margin as a percentage of revenues for the second quarter of 1998 increased to 27.1% from 10.8% in 1997. Gross profit increased to $3,445,000 for the first six months of 1998, from $1,713,000 for the first six months of 1997, a 101.1% increase. Gross profit margin for the six months ended June 30, 1998 increased to 23.8%, from 9.4% in 1997. The 1998 gross profit and gross profit margins were improved by eliminating the high production costs at the Corson facility. The favorable impact resulting from the elimination of the Corson operations was partially offset by higher fuel costs in 1998 at 9 10 both the Texas and Arkansas facilities and some inevitable production inefficiencies in Texas as a result of the extensive construction activities at that facility. The 1997 gross profit and gross profit margins were negatively impacted by the loss on the sale of the Corson assets. Selling, general and administrative expenses ("SG&A") decreased by $237,000, or 20.5%, to $917,000 in the second quarter of 1998, as compared to $1,154,000 in the second quarter of 1997. SG&A as a percentage of sales increased to 11.5%, from 11.2% a year earlier. SG&A decreased by $427,000, or 18.8%, to $1,843,000 in the first six months of 1998, as compared to $2,270,000 in the first six months of 1997, and as a percentage of sales increased to 12.7% from 12.5%. The SG&A expense decrease was primarily attributable to the shut down of the Corson operations after the sale in June 1997. Interest expense in the second quarter of 1998 was $3,000 as compared to $168,000 in 1997. Interest expense for the first six months of 1998 was $6,000 as compared to $301,000 in 1997. The 1998 decrease was attributable to the capitalization of substantially all incurred interest costs as part of the Texas modernization and expansion project. Interest costs of approximately $204,000 and $305,000 were capitalized in the second quarter and first six months of 1998, respectively. The Company reported net income of $1,063,000 ($0.27 per share) during the second quarter of 1998, compared to net income of $2,176,000 ($0.55 per share) during the second quarter of 1997. Net income in the second quarter of 1997 was favorably impacted by the recognition of previously reserved deferred tax assets of $2,300,000 ($0.59 per share) and unfavorably impacted by the loss (net of tax benefit) on the sale of the Corson Lime Company assets of $405,000 ($0.10 per share). For the first six months of 1998, the Company reported net income of $1,366,000 ($0.34 per share), compared to net income of $1,688,000 ($0.43 per share) in the first six months of 1997. 10 11 PART II. OTHER INFORMATION ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders was held on May 15, 1998 in Dallas, Texas. The table below shows the one proposal submitted to shareholders in the Company's Proxy Statement dated April 15, 1998, and the results of the shareholders vote:
Election of Directors FOR WITHHELD --------- -------- John J. Brown 3,667,658 16,155 Timothy W. Byrne 3,676,658 7,155 Antoine M. Doumet 3,672,658 11,155 Wallace G. Irmscher 3,672,558 11,255 Edward A. Odishaw 3,672,558 11,255
There were no broker non-votes. ITEM 5: OTHER INFORMATION The Securities and Exchange Commission (the "SEC") recently amended its proxy rules to provide that a registrant, such as the Company, may specify, in its proxy statement or form of proxy for its annual meeting of shareholders, that proxies solicited by the registrant will confer discretionary authority to vote with regard to matters not identified in the proxy statement that may be raised at the meeting, including matters to be raised by shareholders that were not properly submitted to the registrant as shareholder proposals for inclusion in the registrant's proxy statement and form of proxy in accordance with SEC Rule 14a-8, if the registrant did not have notice of such matters at least 45 days before the date on which the registrant first mailed its proxy materials for the prior year's annual meeting of shareholders, or by such other date as may be specified in an advance notice provision adopted by the registrant. The Company has not adopted an advance notice provision. The Company first mailed its proxy materials for its 1998 Annual Meeting of Shareholders on April 15, 1998. Under the SEC's amended proxy rules, the 45-day deadline for notice to the Company of non-Rule 14a-8 matters to be raised at the Company's 1999 Annual Meeting of Shareholders is thus March 2, 1999. 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, 1998. 11 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. July 29, 1998 By: /s/ Timothy W. Byrne ---------------------------- Timothy W. Byrne President, Chief Executive Officer and Chief Financial Officer 12 13 UNITED STATES LIME & MINERALS, INC. Quarterly Report on Form 10-Q Quarter Ended June 30, 1998 Index to Exhibits Exhibit No. Exhibit 11 Statement re computation of per share earnings 27 Financial Data Schedule E-1 EX-11 2 1 Exhibit 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
THREE MONTHS ENDED SIX MONTHS ENDED June 30, June 30, ------------------------ ------------------------ 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Numerator: Net income for basic and diluted earnings per share $ 1,063,000 $ 2,176,000 $ 1,366,000 $ 1,688,000 ----------- ----------- ----------- ----------- Denominator: Denominator for basic earnings per common share - weighted-average shares 3,970,113 3,921,853 3,962,199 3,921,853 Effect of dilutive securities: Employee stock options 18,342 17,730 9,227 13,345 ----------- ----------- ----------- ----------- Denominator for diluted earnings per common share - weighted-average shares 3,988,455 3,939,583 3,971,426 3,935,198 =========== =========== =========== =========== Basic earnings per common share $ 0.27 $ 0.55 $ 0.34 $ 0.43 =========== =========== =========== =========== Diluted earnings per common share $ 0.27 $ 0.55 $ 0.34 $ 0.43 =========== =========== =========== ===========
E-2 EX-27 3
5 1,000 3-MOS DEC-31-1998 APR-01-1998 JUN-30-1998 2,898 0 4,415 0 2,904 10,292 63,204 (31,552) 44,440 6,869 0 0 0 529 24,789 44,440 8,016 8,016 5,847 5,847 917 0 3 1,450 387 1,063 0 0 0 1,063 0.27 0.27
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