UNITED STATES LIME & MINERALS INC - Quarter Report: 2007 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
OR
| o | 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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 5429 LBJ Freeway, Suite 230, 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of
the latest practicable date: As of August 1, 2007, 6,297,604 shares of common stock, $0.10 par
value, were outstanding.
TABLE OF CONTENTS
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except per share amounts)
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except per share amounts)
(Unaudited)
| June 30, 2007 | December 31, 2006 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 556 | $ | 285 | ||||
Trade receivables, net |
15,753 | 13,002 | ||||||
Inventories |
9,492 | 8,576 | ||||||
Prepaid expenses and other assets |
548 | 913 | ||||||
Total current assets |
26,349 | 22,776 | ||||||
Property, plant and equipment, at cost |
208,340 | 199,861 | ||||||
Less accumulated depreciation |
(75,525 | ) | (69,967 | ) | ||||
Property, plant and equipment, net |
132,815 | 129,894 | ||||||
Other assets, net |
2,310 | 1,498 | ||||||
Total assets |
$ | 161,474 | $ | 154,168 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Current installments of debt |
$ | 5,000 | $ | 5,000 | ||||
Accounts payable |
7,940 | 10,279 | ||||||
Accrued expenses |
2,747 | 3,460 | ||||||
Total current liabilities |
15,687 | 18,739 | ||||||
Debt, excluding current installments |
63,011 | 59,641 | ||||||
Deferred tax liabilities, net |
2,188 | 1,481 | ||||||
Other liabilities |
1,595 | 1,814 | ||||||
Total liabilities |
82,481 | 81,675 | ||||||
Stockholders’ equity: |
||||||||
Common stock |
630 | 621 | ||||||
Additional paid-in capital |
13,899 | 13,510 | ||||||
Accumulated other comprehensive income |
1,140 | 227 | ||||||
Retained earnings |
63,361 | 58,135 | ||||||
Less treasury stock at cost |
(37 | ) | — | |||||
Total stockholders’ equity |
78,993 | 72,493 | ||||||
Total liabilities and stockholders’ equity |
$ | 161,474 | $ | 154,168 | ||||
See accompanying notes to condensed consolidated financial statements.
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UNITED
STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share amounts)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of dollars, except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||||||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||||||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||||||
Lime and limestone operations |
$ | 29,822 | 92.6 | % | $ | 30,824 | 96.5 | % | $ | 57,429 | 93.2 | % | $ | 58,543 | 97.2 | % | ||||||||||||||||
Natural gas interests |
2,387 | 7.4 | % | 1,110 | 3.5 | % | 4,220 | 6.8 | % | 1,688 | 2.8 | % | ||||||||||||||||||||
| 32,209 | 100.0 | % | 31,934 | 100.0 | % | 61,649 | 100.0 | % | 60,231 | 100.0 | % | |||||||||||||||||||||
Cost of revenues |
||||||||||||||||||||||||||||||||
Labor and other operating
expenses |
21,835 | 67.8 | % | 21,233 | 66.5 | % | 42,797 | 69.4 | % | 40,854 | 67.8 | % | ||||||||||||||||||||
Depreciation, depletion
and amortization |
3,181 | 9.9 | % | 2,300 | 7.2 | % | 6,037 | 9.8 | % | 4,580 | 7.6 | % | ||||||||||||||||||||
| 25,016 | 77.7 | % | 23,533 | 73.7 | % | 48,834 | 79.2 | % | 45,434 | 75.4 | % | |||||||||||||||||||||
Gross profit |
7,193 | 22.3 | % | 8,401 | 26.3 | % | 12,815 | 20.8 | % | 14,797 | 24.6 | % | ||||||||||||||||||||
Selling, general and
administrative expenses |
1,792 | 5.5 | % | 1,770 | 5.5 | % | 3,555 | 5.8 | % | 3,474 | 5.8 | % | ||||||||||||||||||||
Operating profit |
5,401 | 16.8 | % | 6,631 | 20.8 | % | 9,260 | 15.0 | % | 11,323 | 18.8 | % | ||||||||||||||||||||
Other expense (income): |
||||||||||||||||||||||||||||||||
Interest expense |
1,146 | 3.6 | % | 781 | 2.4 | % | 2,178 | 3.5 | % | 1,617 | 2.7 | % | ||||||||||||||||||||
Other, net |
(78 | ) | (0.2 | )% | (115 | ) | (0.3 | )% | (116 | ) | (0.2 | )% | (91 | ) | (0.2 | )% | ||||||||||||||||
| 1,068 | 3.4 | % | 666 | 2.1 | % | 2,062 | 3.3 | % | 1,526 | 2.5 | % | |||||||||||||||||||||
Income before income taxes and
cumulative effect of change in
accounting principle |
4,333 | 13.4 | % | 5,965 | 18.7 | % | 7,198 | 11.7 | % | 9,797 | 16.3 | % | ||||||||||||||||||||
Income tax expense |
1,166 | 3.6 | % | 1,622 | 5.1 | % | 1,972 | 3.2 | % | 2,607 | 4.4 | % | ||||||||||||||||||||
Net income before cumulative effect of
change in accounting principle |
$ | 3,167 | 9.8 | % | $ | 4,343 | 13.6 | % | $ | 5,226 | 8.5 | % | $ | 7,190 | 11.9 | % | ||||||||||||||||
Cumulative effect of change in accounting
principle, net of $190 income tax
benefit |
— | — | % | — | — | % | — | — | % | (550 | ) | (0.9) | % | |||||||||||||||||||
Net income |
$ | 3,167 | 9.8 | % | $ | 4,343 | 13.6 | % | $ | 5,226 | 8.5 | % | $ | 6,640 | 11.0 | % | ||||||||||||||||
Income per share of common stock: |
||||||||||||||||||||||||||||||||
Basic before cumulative effect of
change in accounting principle |
$ | 0.51 | $ | 0.70 | $ | 0.84 | $ | 1.17 | ||||||||||||||||||||||||
Cumulative effect of change in
accounting principle |
— | — | — | (0.09 | ) | |||||||||||||||||||||||||||
| $ | 0.51 | $ | 0.70 | $ | 0.84 | $ | 1.08 | |||||||||||||||||||||||||
Diluted before cumulative effect of
change in accounting principle |
$ | 0.50 | $ | 0.69 | $ | 0.83 | $ | 1.15 | ||||||||||||||||||||||||
Cumulative effect of change in
accounting principle |
— | — | — | (0.09 | ) | |||||||||||||||||||||||||||
| $ | 0.50 | $ | 0.69 | $ | 0.83 | $ | 1.06 | |||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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UNITED
STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
| SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2007 | 2006 | |||||||
Operating Activities: |
||||||||
Net income |
$ | 5,226 | $ | 6,640 | ||||
Adjustments to reconcile net income to net cash
provided by operations: |
||||||||
Depreciation, depletion and amortization |
6,140 | 4,806 | ||||||
Cumulative effect of change in accounting principle |
— | 740 | ||||||
Amortization of financing costs |
11 | 11 | ||||||
Deferred income taxes |
707 | 892 | ||||||
Loss on disposition of assets |
38 | 44 | ||||||
Stock-based compensation |
152 | 217 | ||||||
Changes in operating assets and liabilities: |
||||||||
Trade receivables |
(2,751 | ) | (2,851 | ) | ||||
Inventories |
(916 | ) | 655 | |||||
Prepaid expenses and other current assets |
365 | 1,021 | ||||||
Other assets |
57 | 47 | ||||||
Accounts payable and accrued expenses |
(402 | ) | 1,839 | |||||
Other liabilities |
(223 | ) | (7 | ) | ||||
Net cash provided by operating activities |
8,404 | 14,054 | ||||||
Investing Activities: |
||||||||
Purchase of property, plant and equipment |
(11,712 | ) | (18,480 | ) | ||||
Acquisitions of businesses |
— | (1,812 | ) | |||||
Net cash used in investing activities |
(11,712 | ) | (20,292 | ) | ||||
Financing Activities: |
||||||||
Proceeds from revolving credit facilities, net |
5,870 | 1,636 | ||||||
Proceeds from term loans |
— | 5,000 | ||||||
Repayment of term loans |
(2,500 | ) | (1,667 | ) | ||||
Proceeds from exercise of warrants |
— | 489 | ||||||
Purchase of treasury shares |
(37 | ) | — | |||||
Proceeds from exercise of stock options |
190 | 72 | ||||||
Tax benefit related to exercise of stock options |
56 | — | ||||||
Net cash provided by financing activities |
3,579 | 5,530 | ||||||
Net increase (decrease) in cash and cash equivalents |
271 | (708 | ) | |||||
Cash and cash equivalents at beginning of period |
285 | 1,312 | ||||||
Cash and cash equivalents at end of period |
$ | 556 | $ | 604 | ||||
See accompanying notes to condensed consolidated financial statements.
Page 4 of 16
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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(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
accounting principles generally accepted in the United States of America have been condensed or
omitted. 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, 2006, and the Company’s Quarterly Report on Form 10-Q for
the three-month period ended March 31, 2007. The results of operations for the three- and
six-month periods ended June 30, 2007 are not necessarily indicative of operating results for the
full year.
2. Organization
The Company is headquartered in Dallas, Texas, and operates through two business segments.
Through its lime and limestone operations, the Company is a manufacturer of lime and limestone
products, supplying primarily the construction, steel, municipal sanitation and water treatment,
paper, chemical, roof shingle, agriculture and glass industries. The Company operates lime and
limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Oklahoma and Texas
through its wholly owned subsidiaries, Arkansas Lime Company, Colorado Lime Company, Texas Lime
Company, U.S. Lime Company, U.S. Lime Company — Shreveport, U.S. Lime Company — St. Clair and
U.S. Lime Company — Transportation.
In addition, through its wholly owned subsidiary, U.S. Lime Company — O & G, LLC (“U.S. Lime
O & G”), the Company has a 20% royalty interest and a 20% working interest, resulting in a 36%
interest in revenues, with respect to oil and gas rights on the Company’s approximately 3,800 acres
of land located in Johnson County, Texas, in the Barnett Shale Formation. Through U.S. Lime O & G,
the Company also has a drillsite and production facility lease agreement and subsurface easement
(the “Drillsite Agreement”) relating to approximately 538 acres of land contiguous to the Company’s
Johnson County, Texas property. Pursuant to the Drillsite Agreement, the Company receives a 3%
royalty interest and a 12.5% working interest in any wells drilled from two pad sites located on
the Company’s property.
3. Accounting Policies
Revenue Recognition. The Company recognizes revenue for its Lime and Limestone Operations
in accordance with the terms of its purchase orders, contracts or purchase agreements, which are
upon shipment, and when payment is considered probable. The Company’s returns and
allowances are minimal. Revenues include external freight billed to customers with related costs
in cost of revenues. External freight included in 2007 and 2006 revenues was $6.6 million and $7.1
million for the three-month periods, and $12.4 million and $13.5 million for the six-month periods,
respectively, which approximates the amount of external freight included in cost of revenues.
Sales taxes billed to customers are not included in revenues. For its Natural Gas Interests, the
Company recognizes revenue in the month of production.
Successful-Efforts Method Used for Natural Gas Interests. The Company uses the
successful-efforts method to account for oil and gas exploration and development expenditures.
Under this method, drilling and completion costs for successful exploratory wells and all
development well costs are
Page 5 of 16
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capitalized and depleted using the units-of-production method. Costs to drill exploratory wells
that do not find proved reserves are expensed.
Stripping Costs in the Mining Industry. The Emerging Issues Task Force (“EITF”) reached a
consensus that stripping costs incurred after a mine begins production are costs of production and
therefore should be accounted for as a component of inventory costs (EITF Issue No. 04-6). The
Company had previously capitalized certain stripping costs as deferred stripping costs, attributed
them to the reserves that had been exposed, and amortized them into cost of revenues using the
units-of-production method. As of December 31, 2005, the Company had $740 thousand of capitalized
deferred stripping costs. The EITF stated the new required accounting for stripping costs would be
effective for years beginning after December 15, 2005. As a result of adopting this accounting
change, the Company wrote off $740 thousand of capitalized deferred stripping costs in the first
quarter 2006, net of a $190 thousand income tax benefit, resulting in the $550 thousand cumulative
effect of change in accounting principle reflected on the Condensed Consolidated Statements of
Operations.
FIN 48 Disclosures. On January 1, 2007, the Company adopted Financial Accounting
Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an
interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies Statement of Financial
Accounting Standards (“SFAS”) No. 109, ”Accounting for Income Taxes.” FIN 48 applies to all tax
positions for which the statute of limitations remains open, and provides that only tax positions
that meet the more-likely-than-not recognition threshold are recognized. The adoption of FIN 48
had no effect on the Company’s financial statements.
The Company classifies interest and penalties related to income taxes as income tax expense. No
such interest and penalties were accrued as of the date of adoption, and none was accrued at June
30, 2007. The Company also did not have any unrecognized tax benefits as of the date of adoption.
The Company’s tax years 2003 and later remain subject to examination by major tax jurisdictions.
New Accounting Pronouncements. In September 2006, the FASB issued SFAS No. 157, “Fair
Value Measurements” (“SFAS 157”). SFAS 157 creates a single definition of fair value, along with a
conceptual framework to measure fair value. SFAS 157 defines fair value as “the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date.” SFAS 157 will require the Company to apply valuation
techniques that (1) place greater reliance on observable inputs and less reliance on unobservable
inputs and (2) are consistent with the market approach, the income approach, and/or the cost
approach. SFAS 157 will also require the Company to include enhanced disclosures of fair value
measurements in its financial statements.
SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and for interim periods that fall within those fiscal years. The Company is evaluating the
impact SFAS 157 will have on its financial statements, but does not anticipate any effect on the
Company’s financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and
Financial Liabilities including an amendment of FASB Statement No. 115” (“SFAS 159”), which allows
measurement at fair value of eligible financial assets and liabilities that are not otherwise
measured at fair value. If the fair value option for an eligible item is elected, unrealized gains
and losses for that item shall be reported in current earnings at each subsequent reporting date.
SFAS 159 also establishes presentation and disclosure requirements designed to draw comparisons
between the different measurement attributes the Company elects for similar types of assets and
liabilities.
SFAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is
permitted. The Company is currently assessing the impact of SFAS 159 on its financial statements,
but does not anticipate any effect on the Company’s financial statements.
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4. Business Segments
The Company has identified two business segments based on the distinctness of their
activities: lime and limestone operations and natural gas interests. All operations are in the
United States. In evaluating the operating results of the Company’s segments, management primarily
reviews revenues and gross profit. The Company does not allocate interest or public company costs
to its business segments.
The following table sets forth operating results and certain other financial data
for the Company’s two business segments (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenues |
||||||||||||||||
Lime and limestone operations |
$ | 29,822 | 30,824 | $ | 57,429 | 58,543 | ||||||||||
Natural gas interests |
2,387 | 1,110 | 4,220 | 1,688 | ||||||||||||
Total revenues |
$ | 32,209 | 31,934 | $ | 61,649 | 60,231 | ||||||||||
Depreciation, depletion and amortization
|
||||||||||||||||
Lime and limestone operations |
$ | 2,887 | 2,178 | $ | 5,581 | 4,451 | ||||||||||
Natural gas interests |
294 | 122 | 456 | 129 | ||||||||||||
Total depreciation, depletion, amortization |
$ | 3,181 | 2,300 | $ | 6,037 | 4,580 | ||||||||||
Gross profit
|
||||||||||||||||
Lime and limestone operations |
$ | 5,542 | 7,571 | $ | 9,878 | 13,465 | ||||||||||
Natural gas interests |
1,651 | 830 | 2,937 | 1,332 | ||||||||||||
Total gross profit |
$ | 7,193 | 8,401 | $ | 12,815 | 14,797 | ||||||||||
Capital expenditures
|
||||||||||||||||
Lime and limestone operations |
$ | 2,892 | 12,842 | $ | 10,143 | 19,061 | ||||||||||
Natural gas interests |
571 | 366 | 1,569 | 1,231 | ||||||||||||
Total capital expenditures |
$ | 3,463 | 13,208 | $ | 11,712 | 20,292 | ||||||||||
5. Income Per Share of Common Stock
The following table sets forth the computation of basic and diluted income per common share
(in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Numerator: |
||||||||||||||||
Income before cumulative effect of change in
accounting principle per common share |
$ | 3,167 | 4,343 | $ | 5,226 | 7,190 | ||||||||||
Cumulative effect of change in accounting
principle, net of $190 income tax benefit |
— | — | — | (550 | ) | |||||||||||
Income for basic and diluted income per common share |
$ | 3,167 | 4,343 | $ | 5,226 | 6,640 | ||||||||||
Denominator: |
||||||||||||||||
Weighted-average shares for basic income per
share |
6,267 | 6,211 | 6,244 | 6,119 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Warrants |
— | — | — | 27 | ||||||||||||
Employee and director stock options (1) |
64 | 126 | 73 | 119 | ||||||||||||
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| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Adjusted-weighted average shares and assumed
exercises for diluted income per share |
6,331 | 6,337 | 6,317 | 6,265 | ||||||||||||
Income per share of common stock: |
||||||||||||||||
Basic before cumulative effect of change in
accounting principle |
$ | 0.51 | 0.70 | $ | 0.84 | 1.17 | ||||||||||
Cumulative effect of change in accounting principle |
— | — | — | (0.09 | ) | |||||||||||
| $ | 0.51 | 0.70 | $ | 0.84 | 1.08 | |||||||||||
Diluted before cumulative effect of change in
accounting principle |
$ | 0.50 | 0.69 | $ | 0.83 | 1.15 | ||||||||||
Cumulative effect of change in accounting principle |
— | — | — | (0.09 | ) | |||||||||||
| $ | 0.50 | 0.69 | $ | 0.83 | 1.06 | |||||||||||
| (1) | Options to acquire 8,000 and 10,000 shares of common stock were excluded from the calculation of dilutive securities for the 2006 and 2007 periods, respectively, because they were anti-dilutive. |
6. Accumulated Other Comprehensive Income (Loss)
The following table presents the components of comprehensive income (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income |
$ | 3,167 | 4,343 | $ | 5,226 | 6,640 | ||||||||||
Change in fair value of interest rate hedge |
1,098 | 807 | 913 | 1,948 | ||||||||||||
Comprehensive income |
$ | 4,265 | 5,150 | $ | 6,139 | 8,588 | ||||||||||
Accumulated other comprehensive income (loss) consisted of the following (in thousands):
| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Mark-to-market for interest rate hedge |
$ | 1,492 | $ | 579 | ||||
Minimum pension liability adjustment, net of tax benefit |
(352 | ) | (352 | ) | ||||
Accumulated other comprehensive income |
$ | 1,140 | $ | 227 | ||||
7. Inventories
Inventories are valued principally at the lower of cost, determined using
the average cost method,
or market. Costs for finished goods include materials, labor, and production
overhead. Inventories consisted of the following (in thousands):
| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Lime and limestone inventories: |
||||||||
Raw materials |
$ | 3,579 | $ | 3,183 | ||||
Finished goods |
1,776 | 1,410 | ||||||
| 5,355 | 4,593 | |||||||
Service parts inventories |
4,137 | 3,983 | ||||||
Total inventories |
$ | 9,492 | $ | 8,576 | ||||
| 8. | Banking Facilities and Other Debt |
The Company’s credit agreement includes a ten-year $40 million term loan (the “Term Loan”), a
ten-year $20 million multiple draw term loan (the “Draw Term Loan”) and a $30 million revolving
Page 8 of 16
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credit facility (the “Revolving Facility”) (collectively, the “Credit Facilities”). The
Company had $252 thousand worth of letters of credit issued and $13.8 million outstanding on the
Revolving Facility at June 30, 2007.
The Term Loan requires quarterly principal payments of $833 thousand, which began on March 31,
2006, equating to a 12-year amortization, with a final principal payment of $7.5 million due on
December 31, 2015. The Draw Term Loan requires quarterly principal payments of $417 thousand,
which began on March 31, 2007, with a final principal payment of $5.4 million due on December 31,
2015. Prior to the Amendment (defined below), the maturity date for the Revolving Facility was
October 20, 2010. The maturity of the Term Loan, the Draw Term Loan and the Revolving Facility can
be accelerated if any event of default, as defined under the Credit Facilities, occurs.
As of March 31, 2007, the Company entered into a third amendment of its credit agreement (the
“Amendment”), primarily to reduce the interest rate margin under the Credit Facilities and to
extend the maturity date of the Revolving Facility. The Credit Facilities now bear interest, at
the Company’s option, at either LIBOR plus a margin of 1.125% (previously 1.25%) to 2.125%
(previously 2.50%), or the Lender’s Prime Rate plus a margin of minus 0.625% (previously minus
0.50%) to plus 0.375% (previously plus 0.50%). The margins are determined quarterly in accordance
with a pricing grid based upon the ratio of the Company’s total funded senior indebtedness to
earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) for the 12
months ended on the last day of the most recent calendar quarter. The pricing grid was also
revised in the Company’s favor by the Amendment. As of April 2, 2007, the LIBOR margin was reduced
to 1.375% (previously 1.75%), and the Lender’s Prime Rate margin was reduced to minus 0.375%
(previously 0.0%). On August 15, 2007, the LIBOR and Lender’s Prime Rate margins will adjust to
1.625% and minus 0.125%, respectively, pursuant to the pricing grid. The Amendment also extended
the maturity date of the Revolving Facility to April 2, 2012.
The Company has a hedge that fixes LIBOR at 4.695% on the Term Loan for the period December
30, 2005 through its maturity date, resulting in an interest rate of 6.07% based on the current
LIBOR margin of 1.375%. Effective December 30, 2005, the Company also entered into a hedge that
fixes LIBOR at 4.875% on the $15 million balance then outstanding on the Draw Term Loan through its
maturity date, resulting in an interest rate of 6.25% based on the current LIBOR margin of 1.375%.
Effective June 30, 2006, the Company entered into a third hedge that fixes LIBOR at 5.50% on the
remaining $5 million of the Draw Term Loan through its maturity date, resulting in an interest rate
of 6.875% based on the current LIBOR margin of 1.375%. The Company designated all of the
hedges as cash flow hedges, and as such, changes in their fair market value will be included in
other comprehensive income (loss). The Company will be exposed to credit losses in the event of
non-performance by the counterparty of the hedges.
Certain warrants, which were issued in 2003 as part of a private placement of subordinated
notes, were exercised in the first quarter 2006, resulting in the Company’s receiving $488 thousand
and issuing 127,286 shares of common stock. There are no warrants outstanding at June 30, 2007.
A summary of outstanding debt at the dates indicated is as follows (in thousands):
| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
Term Loan |
$ | 35,000 | $ | 36,667 | ||||
Draw Term Loan |
19,167 | 20,000 | ||||||
Revolving Facility |
13,844 | 7,974 | ||||||
Subtotal |
68,011 | 64,641 | ||||||
Less current installments |
5,000 | 5,000 | ||||||
Debt, excluding current installments |
$ | 63,011 | $ | 59,641 | ||||
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9. Income Taxes
The Company has estimated that its effective income tax rate for 2007 will be approximately
27.4%. As in prior periods, the primary reason for the effective rate being below the federal
statutory rate is due to statutory depletion, which is allowed for income tax purposes and is a
permanent difference between net income for financial reporting purposes and taxable income.
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; (iii) the Company’s ability to meet short-term and
long-term liquidity demands, including servicing the Company’s debt; (iv) inclement weather
conditions; (v) increased fuel, electricity and transportation costs; (vi) unanticipated delays or
cost overruns in completing construction projects; (vii) the Company’s ability to successfully
integrate acquired operations; (viii) reduced demand for the Company’s lime and limestone products,
including the additional lime production from the Company’s third kiln in Arkansas; (ix) the
uncertainties of development, recovery and prices with respect to the Company’s natural gas
interests; and (x) other risks and uncertainties set forth in this Report 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, 2006.
Overview
The Company has two business segments: Lime and Limestone Operations and Natural Gas
Interests.
Through its Lime and Limestone Operations, the Company is a manufacturer of lime and limestone
products, supplying primarily the construction, steel, municipal sanitation and water treatment,
paper, chemical, roof shingle, agriculture and glass industries. The Company operates lime and
limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Oklahoma and Texas
through its wholly owned subsidiaries, Arkansas Lime Company, Colorado Lime Company, Texas Lime
Company, U.S. Lime Company, U.S. Lime Company — Shreveport, U.S. Lime Company — St. Clair, and
U.S. Lime Company — Transportation. The Lime and Limestone Operations represent the Company’s
principal business.
The Natural Gas Interests consist of royalty and working interests under a lease agreement and
a drillsite agreement, with two separate operators, related to the Company’s Johnson County, Texas
property, located in the Barnett Shale Formation, on which Texas Lime Company conducts its lime and
limestone operations. The Company reported its first revenues and gross profit for natural gas
production from its Natural Gas Interests in the first quarter 2006.
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During the first six months 2007, certain factors caused a reduction in lime and limestone
revenues and gross profit as compared to the same period 2006: There was continuing decreased
demand for pulverized limestone (“PLS”), compared to the first six months 2006, from the Company’s
roof shingle customers, which has continued into the third quarter 2007. In addition, near record
amounts of rainfall in both Texas and Oklahoma, particularly in the second quarter 2007, in which
Texas had precipitation during more than half of the days in June, which was the wettest month in
25 years for the Dallas-Ft. Worth metroplex, delayed customer construction projects. These
decreases in revenues were partially offset by average price increases for the Company’s lime and
limestone products of approximately 5.4% and increased lime slurry sales in the first half 2007
compared to the first half 2006. The increase in lime slurry sales resulted from the Company’s
expansion of its lime slurry business through the June 2006 acquisition of the assets of a lime
slurry operation with two lime slurry facilities in the Dallas-Ft. Worth metroplex.
Energy costs have continued to increase, with prices for coal and coke delivered to the
Company’s plants increasing significantly in the first half 2007, compared to the comparable 2006
period. The start-up of the third kiln project, including the completion of the stone handling and
lime load-out systems, at the Company’s Arkansas facilities also was more challenging than the
second kiln project, which was completed in 2004. The stone handling and lime load-out systems
were completed in the first quarter 2007, and the third kiln performed better in the second quarter
2007. The Company expects to see improvements in revenues from its Lime and Limestone Operations
in the third quarter 2007, as demand from its construction customers appears to be rebounding.
Revenues and gross profit from the Company’s Natural Gas Interests continued to increase
significantly in the first half 2007, as the number of producing wells expanded to twelve in the
2007 period, including two wells under the Company’s drillsite agreement, from four in the
comparable 2006 period. A new well has been drilled and began production in July 2007, and another
well is scheduled to be drilled during the third quarter 2007.
Liquidity and Capital Resources
Net cash provided by operating activities was $8.4 million in the six months ended June 30,
2007, compared to $14.1 million in the comparable 2006 period, a decrease of $5.7 million, or
40.2%. Net cash provided by operating activities is composed of net income, depreciation,
depletion and amortization (“DD&A”), deferred income taxes and other non-cash items included in net
income, and changes in working capital. In the first half 2007, cash provided by operating
activities was principally composed of $5.2 million net income and $6.1 million DD&A, compared to
$6.6 million net income, $4.8 million DD&A and $740 thousand cumulative effect of change in
accounting principle in the first half 2006. In addition to the effects of changes in net income,
DD&A, and the change in accounting principle, net income provided by operating activities in 2007
was less than 2006 primarily due to $3.9 million of cash usage by changes in working capital items
in the first half 2007, compared to $703 thousand cash provided by such changes in the 2006 period.
The most significant changes in working capital in the first half 2007 were net increases in trade
receivables and inventories of $2.8 million and $916 thousand, respectively. The most significant
changes in working capital items during the 2006 period were a $2.9 million net increase in trade
receivables, a $1.8 million net increase in accounts payable and accrued expenses and a $1.0
million decrease in prepaid expenses and other current assets.
The Company invested $11.7 million in capital expenditures in the first half 2007, compared to
$20.3 million in the same period last year. Included in the capital expenditures during the first
half 2007 and 2006 were approximately $5.5 million and $13.7 million, respectively, for the third
kiln project at Arkansas, and $1.6 million and $1.2 million, respectively, for drilling and
completion costs for the
Company’s working interests in natural gas wells. The Company also invested $1.8 million in
the first half 2006 for acquisitions of businesses, primarily for the acquisition of the assets of
a lime slurry operation in the Dallas-Ft.Worth Metroplex.
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Net cash provided by financing activities was $3.6 million in the first half 2007, including
proceeds of $5.9 million from the Company’s revolving credit facility, partially offset by $2.5
million for repayment of term loan debt. Net cash provided by financing activities was $5.5
million in the comparable 2006 period, including proceeds of $5.0 million from the Company’s term
loans, $1.6 million from the Company’s revolving credit facility and $561 thousand from the
exercise of warrants and stock options, partially offset by $1.7 million for repayment of term loan
debt.
The Company’s credit agreement includes a ten-year $40 million term loan (the “Term Loan”), a
ten-year $20 million multiple draw term loan (the “Draw Term Loan”) and a $30 million revolving
credit facility (the “Revolving Facility”) (collectively, the “Credit Facilities”). The Company
had $252 thousand worth of letters of credit issued and $13.8 million outstanding on the Revolving
Facility at June 30, 2007.
The Term Loan requires quarterly principal payments of $833 thousand, which began on March 31,
2006, equating to a 12-year amortization, with a final principal payment of $7.5 million due on
December 31, 2015. The Draw Term Loan requires quarterly principal payments of $417 thousand,
which began on March 31, 2007, with a final principal payment of $5.4 million due on December 31,
2015. Prior to the Amendment (defined below), the maturity date for the Revolving Facility was
October 20, 2010. The maturity of the Term Loan, the Draw Term Loan and the Revolving Facility can
be accelerated if any event of default, as defined under the Credit Facilities, occurs.
As of March 31, 2007, the Company entered into a third amendment of its credit agreement (the
“Amendment”), primarily to reduce the interest rate margin under the Credit Facilities and to
extend the maturity date of the Revolving Facility. The Credit Facilities now bear interest, at
the Company’s option, at either LIBOR plus a margin of 1.125% (previously 1.25%) to 2.125%
(previously 2.50%), or the Lender’s Prime Rate plus a margin of minus 0.625% (previously minus
0.50%) to plus 0.375% (previously plus 0.50%). The margins are determined quarterly in accordance
with a pricing grid based upon the ratio of the Company’s total funded senior indebtedness to
earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”) for the 12
months ended on the last day of the most recent calendar quarter. The pricing grid was also
revised in the Company’s favor by the Amendment. As of April 2, 2007, the LIBOR margin was reduced
to 1.375% (previously 1.75%), and the Lender’s Prime Rate margin was reduced to minus 0.375%
(previously 0.0%). At August 15, 2007, the LIBOR and Lender’s Prime Rate margins will adjust to
1.625% and minus 0.125%, respectively, pursuant to the pricing grid. The Amendment also extended
the maturity date of the Revolving Facility to April 2, 2012.
The Company has a hedge that fixes LIBOR at 4.695% on the Term Loan for the period December
30, 2005 through its maturity date, resulting in an interest rate of 6.07% based on the current
LIBOR margin of 1.375%. Effective December 30, 2005, the Company also entered into a hedge that
fixes LIBOR at 4.875% on the $15 million balance then outstanding on the Draw Term Loan through its
maturity date, resulting in an interest rate of 6.25% based on the current LIBOR margin of 1.375%.
Effective June 30, 2006, the Company entered into a third hedge that fixes LIBOR at 5.50% on the
remaining $5 million of the Draw Term Loan through its maturity date, resulting in an interest rate
of 6.875% based on the current LIBOR margin of 1.375%. The Company designated all of the
hedges as cash flow hedges, and as such, changes in their fair market value will be included in
other comprehensive income (loss). The Company will be exposed to credit losses in the event of
non-performance by the counterparty of the hedges.
Certain warrants, which were issued in 2003 as part of a private placement of subordinated
notes, were exercised in the first quarter 2006, resulting in the Company’s receiving $488 thousand
and issuing 127,286 shares of common stock. There are no warrants outstanding on June 30, 2007.
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The Company is not contractually committed to any planned capital expenditures for its Lime
and Limestone Operations until actual orders are placed for equipment. Under the Company’s oil and
gas lease agreement, and pursuant to the Company’s subsequent elections to participate as a 20%
working interest owner, unless, within five days after receiving an AFE (authorization for
expenditures) for a proposed well, the Company provides notice otherwise, the Company is deemed to
have elected to participate as a 20% working interest owner. As a 20% working interest owner, the
Company is responsible for 20% of the costs to drill and complete the well. Pursuant to the
drillsite agreement, the Company, as a 12.5% working interest owner, is responsible for 12.5% of
the costs to drill and complete each well. As of June 30, 2007, the Company had no material open
orders or commitments that are not included in current liabilities on the June 30, 2007 Condensed
Consolidated Balance Sheet.
As of June 30, 2007, the Company had $68.0 million in total debt outstanding.
Results of Operations
Revenues increased to $32.2 million in the second quarter 2007 from $31.9 million in the
second quarter 2006, an increase of $275 thousand, or 0.9%. Revenues from the Company’s Lime and
Limestone Operations decreased $1.0 million, or 3.3%, to $29.8 million, compared to the Company’s
record second quarter 2006 level of $30.8 million, while revenues from its Natural Gas Interests
increased $1.3 million, or 115.0%, to $2.4 million. For the six months ended June 30, 2007,
revenues increased to $61.6 million from $60.2 million for the comparable 2006 period, an increase
of $1.4 million, or 2.4%. Revenues from the Company’s Lime and Limestone Operations decreased $1.1
million, or 1.9%, to $57.4, million while revenues from its Natural Gas Interests increased $2.5
million, or $150.0%, to $4.2 million in the first half 2007. Factors that caused the Lime and
Limestone revenue decreases in the second quarter and first half 2007 compared to the comparable
2006 periods included lower PLS sales due to reduced demand for roof shingles for both reroofing
and new housing, and near record rainfall in Texas and Oklahoma during the second quarter which
reduced lime sales to the Company’s construction industry customers because their projects were
delayed. These revenue decreases were partially offset by average price increases of approximately
6.0% and 5.4% in the second quarter and first half 2007, respectively, compared to the comparable
2006 periods, and lime slurry sales resulting from the Company’s June 2006 acquisition of the
assets of a lime slurry operation in the Dallas-Ft. Worth metroplex.
Production volumes from the Company’s Natural Gas Interests for the second quarter 2007
totaled approximately 273 thousand MCF, sold at an average price of approximately $8.75 per MCF,
compared to approximately 151 thousand MCF, sold at an average price of $7.35 per MCF, in the
comparable 2006 quarter. Production volumes for the first half 2007 from Natural Gas Interests
totaled approximately 498 thousand MCF, sold at an average price of $8.47 per MCF, compared to
approximately 224 thousand MCF, sold at an average price of $7.54 per MCF, in the first half 2006.
Twelve wells were producing during the second quarter 2007, including two wells that began
production in the 2007 quarter under the drillsite agreement, compared to four wells in the second
quarter 2006.
The Company’s gross profit for the second quarter 2007 was $7.2 million, compared to $8.4
million for the comparable 2006 quarter, a decrease of $1.2 million, or 14.4%. Gross profit for
the first six months 2007 was $12.8 million, a decrease of $2.0 million, or 13.4%, from $14.8
million for the prior year comparable period. Included in gross profit for the second quarter and
first half 2007 were $5.5 million and $9.9 million, respectively, from the Company’s Lime and
Limestone Operations,
compared to $7.6 million and $13.5 million, respectively, in the comparable 2006 periods.
Gross profit for the second quarter and first half 2007 included $1.7 million and $2.9 million,
respectively, from the Company’s Natural Gas Interests, compared to $830 thousand and $1.3 million,
respectively,
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in the comparable 2006 periods. The decreases in gross profit from Lime and
Limestone Operations were primarily due to the reduced PLS sales, reduced construction industry
sales due to the near record rainfall in the second quarter 2007 compared to the near drought
conditions during the second quarter 2006, increased energy costs, and additional depreciation,
primarily for the third kiln project at the Company’s Arkansas facilities, which was completed in
the first quarter 2007.
Selling, general and administrative expenses (“SG&A”) was $1.8 million in each of the second
quarters 2007 and 2006. As a percentage of revenues, SG&A was 5.6% in the 2007 quarter and 5.5% in
the 2006 quarter. SG&A increased to $3.6 million in the first six months 2007 from $3.5 million in
the comparable 2006 period, an increase of $81 thousand, or 2.3%. As a percentage of revenues, SG&A
in the first six months of each year was 5.8%.
Interest expense in the second quarter 2007 increased $365 thousand, or 46.7%, to $1.1
million, compared to $781 thousand in the second quarter 2006. Interest expense in the first six
months 2007 increased to $2.2 million from $1.6 million in the first six months 2006, an increase
of $561 thousand, or 34.7%. The increase in interest expense in the 2007 periods primarily
resulted from an increase in outstanding debt compared to the comparable 2006 periods. Also,
approximately $34 thousand of interest was capitalized in the first half 2007, compared to
approximately $187 thousand and $249 thousand of interest capitalized in the second quarter and
first half 2006, respectively, as part of the construction of the third kiln project at the
Company’s Arkansas facilities.
Income tax expense decreased to $1.2 million in the second quarter 2007 from $1.6 million in
the second quarter 2006, a decrease of $456 thousand, or 28.1%. For the first six months 2007,
income tax expense decreased to $2.0 million from $2.6 million in the comparable 2006 period, a
decrease of $635 thousand or 24.4%. The decreases in income taxes in the 2007 periods compared to
the comparable 2006 periods were primarily due to the decreases in income before income taxes.
As a result of the required adoption of an accounting change for deferred stripping as
discussed in Note 3 of Notes to Condensed Consolidated Financial Statements, the Company wrote off
$740 thousand of capitalized deferred stripping costs in the first half 2006, net of $190 thousand
income tax benefit, resulting in the $550 thousand cumulative effect of change in accounting
principle, reflected on the Condensed Consolidated Statements of Operations for the 2006 period.
The Company’s net income was $3.2 million ($0.50 per share diluted) during the second quarter
2007, compared to net income of $4.3 million ($0.69 per share diluted) during the second quarter
2006, a decrease of $1.2 million, or 27.1%. Net income for the first half 2007 was $5.2 million, a
decrease of $1.4 million, or 21.3%, compared to the first half 2006 income of $6.6 million.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rate Risk
The Company is exposed to changes in interest rates, primarily as a result of floating
interest rates on the Revolving Facility. At June 30, 2007, the Company had $68.0 million of
indebtedness outstanding under floating rate debt. The Company has entered into interest rate swap
agreements to swap floating rates for fixed LIBOR rates at 4.695%, plus the applicable margin,
through maturity on the Term Loan balance of $35.0 million, 4.875%, plus the applicable margin, on
$14.5 million of the Draw Term Loan balance and 5.50%, plus the applicable margin, on the remaining
$4.7 million of the Draw Term Loan balance, leaving the $13.8 million Revolving Facility balance
subject to interest rate risk at June 30, 2007. Assuming no additional borrowings or repayments on
the Revolving Facility, a 100 basis point increase in interest rates would result in an increase in
interest expense and a decrease in
income before taxes of approximately $138 thousand per year. This amount has been estimated by
calculating the impact of such hypothetical interest rate increase on the Company’s non-hedged,
floating rate debt of $13.8 million outstanding under the Revolving Facility at June 30, 2007 and
assuming it remains outstanding over the next 12 months. Additional borrowings under the Revolving
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Facility would increase this estimate. (See Note 8 of Notes to Condensed Consolidated Financial
Statements.)
ITEM 4: CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness the Company’s disclosure
controls and procedures as of the end of the period covered by this report. Based on that
evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures as of
the end of the period covered by this report were effective.
No change in the Company’s internal control over financial reporting occurred during the
Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company’s 2001 Long-Term Incentive Plan and 1992 Stock Option Plan allow employees and
directors to pay the exercise price for stock options and the tax liability for the lapse of
restrictions on restricted stock by payment in cash and/or delivery of shares of the Company’s
common stock. In the second quarter 2007, pursuant to these provisions, the Company received a
total of 20,110 shares of its common stock (19,119 shares in payment to exercise stock options and
991 shares for the payment of the tax liability for the lapse of restrictions on restricted stock).
The 20,110 shares were valued at $35.39 to $37.00 per share (weighted average of $35.92 per
share), the fair market value of one share of the Company’s common stock on the dates they were
tendered to the Company.
ITEM 4: SUBMISISON OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company’s Annual Meeting of Shareholders was held on May 4, 2007 in Dallas, Texas. The
table below shows the results of the only proposal submitted to shareholders in the Company’s Proxy
Statement, dated April 6, 2007:
| Election of Directors | FOR | WITHHELD | ||||||
Timothy W. Byrne
|
5,877,041 | 116,516 | ||||||
Richard W. Cardin
|
5,874,514 | 119,043 | ||||||
Antoine M. Doumet
|
5,682,642 | 310,915 | ||||||
Wallace G. Irmscher
|
5,876,908 | 116,649 | ||||||
Edward A. Odishaw
|
5,876,908 | 116,649 | ||||||
ITEM 6: EXHIBITS
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer. | ||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer. | ||
| 32.1 | Section 1350 Certification by the Chief Executive Officer. | ||
| 32.2 | Section 1350 Certification by the Chief Financial Officer. |
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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. |
||||
| August 2, 2007 | By: | /s/ Timothy W. Byrne | ||
| Timothy W. Byrne | ||||
| President and Chief Executive Officer (Principal Executive Officer) |
||||
| August 2, 2007 | By: | /s/ M. Michael Owens | ||
| M. Michael Owens | ||||
| Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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UNITED STATES LIME & MINERALS, INC.
Quarterly Report on Form 10-Q
Quarter Ended
June 30, 2007
Quarter Ended
June 30, 2007
Index to Exhibits
| EXHIBIT | ||||
| NUMBER | DESCRIPTION | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer. |
|||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer. |
|||
| 32.1 | Section 1350 Certification by the Chief Executive Officer. |
|||
| 32.2 | Section 1350 Certification by the Chief Financial Officer. |
|||