United States Lime & Minerals Inc 10-Q for FY2020 Q2
United States Lime & Minerals Inc (USLM)
About this 10-Q
United States Lime & Minerals Inc filed this 10-Q on July 31, 2020, covering the quarter ended June 30, 2020 (FY2020 Q2).
Headline figures
Quarter ended June 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $37.55M
- down 3.6% from $38.95M a year earlier
- Net income
- $6.1M
- up 1.1% from net income of $6.03M a year earlier
- Diluted EPS
- $1.08
- up 0.9% from $1.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
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(Address of principal executive offices) | | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | | |
Non-accelerated filer | ☐ | | Smaller reporting company | |
| | Emerging growth company | ||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of July 30, 2020,
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
| | June 30, | | December 31, | | ||
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| 2020 |
| 2019 |
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ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Trade receivables, net | |
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Inventories, net | |
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Prepaid expenses and other current assets | |
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Total current assets | |
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Property, plant and equipment | |
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Less accumulated depreciation and depletion | |
| ( | |
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Property, plant and equipment, net | |
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Operating lease right-of-use assets | | | | | | | |
Other assets, net | |
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Total assets | | $ | | | $ | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
Current liabilities | | | | | | | |
Accounts payable | | $ | | | $ | | |
Current portion of operating lease liabilities | | | | | | | |
Accrued expenses | |
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Total current liabilities | |
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Deferred tax liabilities, net | |
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Operating lease liabilities, excluding current portion | | | | | | | |
Other liabilities | |
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Total liabilities | |
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Stockholders’ equity | | | | | | | |
Common stock | |
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Additional paid-in capital | |
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Accumulated other comprehensive loss | |
| — | |
| ( | |
Retained earnings | |
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Less treasury stock, at cost | |
| ( | |
| ( | |
Total stockholders’ equity | |
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Total liabilities and stockholders’ equity | | $ | | | $ | | |
See accompanying notes to condensed consolidated financial statements.
2
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
(Unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, | | | ||||||||||||||||
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| 2020 | | 2019 | | 2020 | | 2019 | |
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Revenues | | $ | |
| % | $ | |
| % | $ | |
| % | $ | |
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Cost of revenues | | | | | | | | | | | | | | | | | | | | | | |
Labor and other operating expenses | |
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Depreciation, depletion and amortization | |
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Gross profit | |
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Selling, general and administrative expenses | |
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Operating profit | |
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Other expense (income) | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | |
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Interest and other income, net | |
| ( | | ( | % |
| ( | | ( | % |
| ( | | ( | % |
| ( | | ( | % | |
| |
| ( | | ( | % |
| ( | | ( | % |
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Income before income tax expense | |
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Income tax expense | |
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Net income | | $ | | | | % | $ | | | | % | $ | | | | % | $ | | | | % | |
Net income per share of common stock | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | |
Diluted | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | |
See accompanying notes to condensed consolidated financial statements.
3
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
(Unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, | | ||||||||
| | 2020 | | 2019 | | 2020 | | 2019 | | ||||
Net income |
| $ | |
| $ | |
| $ | |
| $ | |
|
Other comprehensive income | | | | | | | | | | | | | |
Mark to market of foreign exchange hedges, net of tax expense of $ | | | | | | | | | | | | | |
Total other comprehensive income | |
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| | |
| | |
| | |
Comprehensive income | | $ | | | $ | | | $ | | | $ | | |
See accompanying notes to condensed consolidated financial statements.
4
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(dollars in thousands)
(Unaudited)
| | | | | | | | | | Accumulated | | | | | | | | | |
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| Common Stock | | Additional | | Other | | | | | | | | | |
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| Shares |
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| Paid-In |
| Comprehensive |
| Retained |
| Treasury |
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| | Outstanding | | Amount | | Capital | | (Loss) Income | | Earnings | | Stock | | Total |
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Balances at December 31, 2019 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | |
Stock options exercised |
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| — | |
| — | |
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Stock-based compensation |
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| — | |
| — | |
| — | |
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Treasury shares purchased |
| ( | |
| — | |
| — | |
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| — | |
| ( | |
| ( | |
Cash dividends paid | | — | |
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| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Mark to market of foreign exchange hedges, net of $ |
| — | |
| — | |
| — | |
| ( | |
| — | |
| — | |
| ( | |
Comprehensive (loss) income |
| — | |
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| — | |
| ( | |
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| — | |
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Balances at March 31, 2020 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | |
Stock-based compensation |
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| — | |
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| — | |
| — | |
| — | |
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Treasury shares purchased |
| ( | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends paid |
| — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Mark to market of foreign exchange hedges, net of $ |
| — | |
| — | |
| — | |
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| — | |
| — | |
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Comprehensive income |
| — | |
| — | |
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| — | |
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Balances at June 30, 2020 |
| | | $ | | | $ | | | $ | — | | $ | | | $ | ( | | $ | | |
| | | | | | | | | | Accumulated | | | | | | | | | |
| |
| | Common Stock | | Additional | | Other | | | | | | | | | |
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| Shares |
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| Paid-In |
| Comprehensive |
| Retained |
| Treasury |
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| | Outstanding | | Amount | | Capital | | (Loss) Income | | Earnings | | Stock | | Total |
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Balances at December 31, 2018 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | |
Stock-based compensation |
| | |
| — | |
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| — | |
| — | |
| — | |
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Treasury shares purchased |
| ( | |
| — | |
| — | |
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| — | |
| ( | |
| ( | |
Cash dividends paid | | — | |
| — | |
| — | |
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| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Mark to market of foreign exchange hedges, net of $ |
| — | |
| — | |
| — | |
| ( | |
| — | |
| — | |
| ( | |
Comprehensive (loss) income |
| — | |
| — | |
| — | |
| ( | |
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| — | |
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Balances at March 31, 2019 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | |
Stock options exercised |
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| — | |
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| — | |
| — | |
| — | |
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Stock-based compensation |
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| — | |
| — | |
| — | |
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Treasury shares purchased |
| ( | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends paid |
| — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Mark to market of foreign exchange hedges, net of $ |
| — | |
| — | |
| — | |
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| — | |
| — | |
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Comprehensive income |
| — | |
| — | |
| — | |
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| — | |
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Balances at June 30, 2019 |
| | | $ | | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | |
See accompanying notes to condensed consolidated financial statements.
5
UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
| | Six Months Ended June 30, | ||||
| | 2020 | | 2019 | ||
OPERATING ACTIVITIES: |
| | |
| | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation, depletion and amortization | |
| | |
| |
Amortization of deferred financing costs | |
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Deferred income taxes | |
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Loss on disposition of property, plant and equipment | |
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Stock-based compensation | |
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Changes in operating assets and liabilities: | | | | | | |
Trade receivables, net | |
| | |
| ( |
Inventories, net | |
| ( | |
| |
Prepaid expenses and other current assets | |
| | |
| |
Other assets | |
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| |
Accounts payable and accrued expenses | |
| | |
| ( |
Other liabilities | |
| | |
| ( |
Net cash provided by operating activities | |
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| |
INVESTING ACTIVITIES: | | | | | | |
Purchase of property, plant and equipment | |
| ( | |
| ( |
Proceeds from sale of property, plant and equipment | |
| | |
| |
Net cash used in investing activities | |
| ( | |
| ( |
FINANCING ACTIVITIES: | | | | | | |
Cash dividends paid | | | ( | | | ( |
Proceeds from exercise of stock options | |
| | |
| |
Purchase of treasury shares | |
| ( | |
| ( |
Net cash used in financing activities | |
| ( | |
| ( |
Net increase in cash and cash equivalents | |
| | |
| |
Cash and cash equivalents at beginning of period | |
| | |
| |
Cash and cash equivalents at end of period | | $ | | | $ | |
See accompanying notes to condensed consolidated financial statements.
6
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 United States Lime & Minerals, Inc. (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, comprehensive income 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 (“US GAAP”) 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, 2019. The results of operations for the three-and six-month periods ended June 30, 2020 are not necessarily indicative of operating results for the full year.
2. Organization
The Company is a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), metals (including steel producers), oil and gas services, roof shingle manufacturers and agriculture (including poultry and cattle feed producers) industries. The Company is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, 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, ART Quarry TRS LLC (DBA Carthage Crushed Limestone) and U.S. Lime Company – Transportation. In addition, the Company, through its wholly owned subsidiary, U.S. Lime Company – O & G, LLC, has royalty and non-operated working interests in natural gas wells located in Johnson County, Texas, in the Barnett Shale Formation.
During 2019, the Company’s natural gas interests did not reach any of the quantitative thresholds for a reportable segment, and the results from its natural gas interests are not expected to be of significance in future periods. The revenues, gross profit and operating profit of the natural gas interests are included in Other for reportable segment disclosures. Segment disclosures for the three- and six-month periods ended June 30, 2019 have been recast to be consistent with the presentation for the respective periods ended June 30, 2020.
3. Accounting Policies
Revenue Recognition. The Company recognizes revenue for its lime and limestone operations when (i) a contract with the customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which is generally upon shipment. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. The Company’s returns and allowances are minimal. External freight billed to customers included in 2020 and 2019 revenues was $
The Company operates its lime and limestone operations within a single geographic region and derives all revenues from that segment from the sale of lime and limestone products. See Note 4 to the condensed consolidated financial statements for disaggregation of revenues by segment, which the Company believes best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
7
Accounts Receivable. On January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the incurred impairment methodology in previous GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company applied the amendments of ASU 2016-13 using a modified-retrospective approach, and as a result, amounts recorded prior to January 1, 2020 have not been retrospectively restated. The implementation of ASU 2016-13 did not have a material impact on the Company’s results of operation, financial position, or cash flows.
The majority of the Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the underlying purchase orders, contracts or purchase agreements. The Company estimates credit losses relating to trade receivables based on an assessment of the current and forecasted probability of collection, historical trends, economic conditions and other significant events that may impact the collectability of accounts receivables. Due to the relatively homogenous nature of its trade receivables, the Company does not believe there is any meaningful asset-specific differences within its accounts receivable portfolio that would require the portfolio to be grouped below the consolidated level for review of credit losses. Credit losses relating to trade receivables have generally been within management expectations and historical trends. Uncollected trade receivables are charged-off when identified by management to be unrecoverable. The Company maintains an allowance for credit losses to reflect currently expected estimated losses resulting from the failure of customers to make required payments. See Note 7 to the condensed consolidated financial statements.
Comprehensive Income. Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as mark-to-market gains or losses on foreign exchange derivative instruments designated as hedges, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income.
Leases. The Company determines if an arrangement is a lease at inception. When recording operating leases, the Company records a lease liability based on the net present value of the lease payments over the lease term, using the interest rate implicit in the lease, if known, or an incremental rate on a collateralized basis over a similar term and amount to the lease, and a corresponding right-of-use asset. Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities and operating lease liabilities, excluding current portion, on the balance sheet. Lease expense is recognized over the lease term on a straight-line basis. Lease terms include options to extend the lease when it is reasonably certain the Company will exercise the option. For leases with a term of twelve months or less, the Company does not record a right-of-use asset and a lease liability and records lease expense on a straight-line basis. See Note 10 to the condensed consolidated financial statements.
Fair Values of Financial Instruments. Fair value is defined 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.” The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values, in determining the fair value of its financial assets and liabilities. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Specific inputs used to value the Company’s foreign exchange hedges were Euro to U.S. Dollar exchange rates for the expected future payment dates for the Company’s commitments denominated in Euros. The last of these foreign exchange hedges expired in April 2020. See Note 6 to the condensed consolidated financial statements. There were no changes in the methods and assumptions used in measuring fair value during the period.
The Company’s financial liabilities measured at fair value on a recurring basis at June 30, 2020 and December 31, 2019, respectively, are summarized below (in thousands):
8
| | | | | | | | Significant Other | | |
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| | | | | | | | Observable Inputs | | |
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| | | | | | | | (Level 2) | | |
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| | June 30, | | December 31, | | June 30, | | December 31, | | | | ||||
| | 2020 | | 2019 | | 2020 | | 2019 | | Valuation Technique |
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Foreign exchange hedges |
| $ | — |
| $ | ( |
| $ | — |
| $ | ( |
| Cash flows approach | |
4. Business Segment
The Company has identified
During 2019, the Company’s natural gas interests did not reach any of the quantitative thresholds for a reportable segment, and the Company does not expect the results from its natural gas interests to be of significance in future periods. The revenues, gross profit and operating profit from the Company’s natural gas interests are included in Other for the Company’s reportable segment disclosures. Other identifiable assets include assets related to its natural gas interests, unallocated corporate assets and cash items. Segment disclosures for the three and six months ended June 30, 2019 have been recast to be consistent with the presentation for the three and six months ended June 30, 2020.
The following table sets forth operating results and certain other financial data for the Company’s lime and limestone operations segment and other (in thousands):
| Three Months Ended June 30, | | Six Months Ended June 30, | | |||||||||
Revenues | | 2020 | | 2019 | | 2020 | | 2019 | | ||||
Lime and limestone operations | | $ | | | $ | | $ | | | $ | | ||
Other | |
| | |
| |
| | |
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Total revenues | | $ | | | $ | | | $ | | | $ | | |
Depreciation, depletion and amortization | | | | | | | | | | | | | |
Lime and limestone operations | | $ | | | $ | | | $ | | | $ | | |
Other | |
| | |
| | |
| | |
| | |
Total depreciation, depletion and amortization | | $ | | | $ | | | $ | | | $ | | |
Gross profit (loss) | | | | | | | | | | | | | |
Lime and limestone operations | | $ | | | $ | | $ | | | $ | | | |
Other | |
| ( | |
| | |
| ( | |
| | |
Total gross profit | | $ | | | $ | | | $ | | | $ | | |
Operating profit (loss) | | | | | | | | | | | | | |
Lime and limestone operations | | $ | | | $ | | | $ | | | $ | | |
Other | | | ( | |
| | |
| ( | |
| | |
Total operating profit | | $ | | | $ | | | $ | | | $ | | |
Identifiable assets, at period end | | | | | | | | | | | | | |
Lime and limestone operations | | $ | | | $ | | $ | | $ | | | | |
Other | |
| | |
| | | | | | | | |
Total identifiable assets | | $ | | | $ | | | $ | | | $ | | |
Capital expenditures | | | | | | | | | | | | | |
Lime and limestone operations | | $ | | | $ | | $ | | | $ | | | |
Other | |
| — | |
| — | |
| — | |
| — | |
Total capital expenditures | | $ | | | $ | | | $ | | | $ | | |
9
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 June 30, | | Six Months Ended June 30, | | ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| ||||
Net income for basic and diluted income per common share | | $ | | | $ | | | $ | | | $ | | |
Weighted-average shares for basic income per common share | |
| | |
| |
| | |
| | | |
Effect of dilutive securities: | | | | | | | | | | | | | |
Employee and director stock options(1) | |
| | |
| | |
| | |
| | |
Adjusted weighted-average shares and assumed exercises for diluted income per common share | |
| | |
| | |
| | |
| | |
Basic net income per common share | | $ | | | $ | | | $ | | | $ | | |
Diluted net income per common share | | $ | | | $ | | | $ | | | $ | | |
| (1) | Excludes |
6. Accumulated Other Comprehensive Income
The following table presents the components of comprehensive income (in thousands):
|
| Three Months Ended June 30, |
| Six Months Ended June 30, |
| ||||||||
| | 2020 | | 2019 | | 2020 | | 2019 | | ||||
Net income | | $ | | | $ | | | $ | | | $ | | |
Mark to market of foreign exchange hedges | | | | | | | | | | | | | |
Deferred income tax expense | |
| ( | |
| ( | |
| — | |
| ( | |
Comprehensive income | | $ | | | $ | | | $ | | | $ | | |
In May 2018, to hedge against potential losses due to changes in the Euro to U.S. Dollar exchange rates, the Company entered into foreign exchange (“FX”) hedges with Wells Fargo Bank, N.A. (“Wells Fargo”) as the counterparty to the FX hedges to fix the exchange rates. The last of the FX hedges expired in April 2020. The FX hedges were effective as defined under applicable accounting rules. Therefore, changes in the fair value of the FX hedges were reflected in comprehensive income. Due to changes in the U.S. Dollar, compared to the Euro, the fair value of the hedges resulted in net liabilities of $
7. Trade Receivables, Net
Additions (reductions) and write-offs to the Company’s allowance for credit losses for the six months ended June 30, 2020 and 2019 were as follows (in thousands):
| | June 30, | ||||
| | 2020 | | 2019 | ||
Beginning balance | | $ | | $ | ||
Additions (reductions) | | | | | | ( |
Write-offs | | | — | | | — |
Ending balance | | $ | | | $ | |
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8. Inventories, Net
Inventories are valued principally at the lower of cost, determined using the average cost method, or market. Costs for raw materials and finished goods include materials, labor, and production overhead. Inventories, net consisted of the following (in thousands):
| | | | | | | |
| | June 30, | | December 31, | | ||
| | 2020 | | 2019 |
| ||
Lime and limestone inventories: |
| |
|
| |
| |
Raw materials | | $ | | | $ | | |
Finished goods | |
| | |
| | |
| | | | | | | |
Service parts inventories | |
| | |
| | |
| | $ | | | $ | | |
9. Banking Facilities and Debt
The Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of May 2, 2019 and November 21, 2019, provides for a $
Interest rates on the Revolving Facility are, at the Company’s option, LIBOR plus a margin of
The Company may pay dividends so long as it remains in compliance with the provisions of the Company’s credit agreement, and it may purchase, redeem or otherwise acquire shares of its common stock so long as its pro forma Cash Flow Leverage Ratio is less than
As of June 30, 2020, the Company had
10. Leases
The Company has operating leases for the use of equipment, corporate office space, and some of its terminal and distribution facilities. The leases have remaining lease terms of 1 to
11
| | | | Three Months Ended June 30, | | | Six Months Ended June 30, | ||||||||
| | Classification | 2020 | | 2019 | | | 2020 | | 2019 | |||||
Operating lease costs (1) | | Cost of revenues | | $ | | $ | | | $ | | | $ | | ||
Operating lease costs (1) | | Selling, general and administrative expenses | | | | | | |
| | |
| | ||
Rental revenues | | Interest and other income, net | | | ( | | | ( | | |
| ( | |
| ( |
Net operating lease costs | | | | $ | | | $ | | | | $ | | | $ | |
(1) | Includes the costs of leases with a term of |
As of June 30, 2020, future minimum payments under operating leases that were either non-cancelable or subject to significant penalty upon cancellation, including future minimum payments under renewal options that the Company is reasonably certain to exercise, were as follows (in thousands):
| | | | |
| | | | |
2020 (excluding the six months ended June 30, 2020) | | $ | | |
2021 | | | | |
2022 | | | | |
2023 | | | | |
2024 | | | | |
Thereafter | | | | |
Total future minimum lease payments | | | | |
Less imputed interest | | | ( | |
Present value of lease liabilities | | $ | | |
Supplemental cash flow information pertaining to the Company’s leasing activity for the six months ended June 30, 2020 and 2019 were as follows (in thousands):
| | Six Months Ended June 30, | ||||
| | 2020 | | 2019 | ||
Cash payments for operating lease liabilities | | $ | | | $ | |
Right-of-use assets obtained in exchange for operating lease obligations | | $ | | | $ | |
11. Income Taxes
The Company has estimated that its effective income tax rate for 2020 will be
12. Dividends
On June 12, 2020, the Company paid $
12
13. Subsequent Events
On July 1, 2020, the Company acquired Carthage Crushed Limestone, a limestone mining and production company located in Carthage, Missouri for $
On
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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,” “would,” “believe,” “possible,” “potential,” “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 at the Company’s discretion; (ii) the Company’s plans and results of operations will be affected by its ability to maintain and increase its revenues and manage its growth; (iii) the Company’s ability to meet short-term and long-term liquidity demands, including meeting the Company’s operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, including the ability of the Company’s customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company’s facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company’s limestone and its impact on process equipment and product quality, inclement weather conditions, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity incidents or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, transportation and freight costs and the consistent availability of trucks, truck drivers and rail cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) unanticipated delays or cost overruns in completing modernization and expansion and development projects; (vii) the Company’s ability to expand its lime and limestone operations through projects and acquisitions of businesses with related or similar operations, including the Carthage Crushed Limestone acquisition, and the Company’s ability to obtain any required financing for such projects and acquisitions, and to sell any resulting increased production at acceptable prices; (viii) inadequate demand and/or prices for the Company’s lime and limestone products due to increased competition from competitors, increasing competition for certain customer accounts, conditions in the U.S. economy, recessionary pressures in, and the impact of government policies on, particular industries, including construction, steel, industrial and oil and gas services, reduced demand from utility plants, effects of governmental fiscal and budgetary constraints, including the level of highway construction and infrastructure funding, changes to tax law, legislative impasses, extended governmental shutdowns, trade wars, tariffs, economic and regulatory uncertainties under state governments and the United States Administration and Congress, and inability to continue to maintain or increase prices for the Company’s products, including passing through the increased costs of transportation; (ix) ongoing and possible new regulations, investigations, enforcement actions and costs, legal expenses, penalties, fines, assessments, litigation, judgments and settlements, taxes and disruptions and limitations of operations, including those related to climate change and health and safety and those that could impact the Company’s ability to continue or renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects; (xi) estimates of reserves and remaining lives of reserves; (xii) the potential impact of the coronavirus (“COVID-19”) pandemic, including decreased demand, lower prices, and increased costs, and the risk of non-compliance with health and safety protocols and social distancing guidelines, on the Company’s financial condition, results of operations, cash flows, and competitive position; (xiii) the impact of social unrest; and (xiv) 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 (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Overview.
We have identified one reportable business segment based on the distinctness of our activities and products: lime and limestone operations. All operations are in the United States. Operating profit from our lime and limestone operations includes all of our selling, general and administrative costs. We do not allocate interest expense and interest and other income (expense), net to our lime and limestone operations.
Through our lime and limestone operations, we are a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass
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manufacturers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), metals (including steel producers), oil and gas services, roof shingle manufacturers and agriculture (including poultry and cattle feed producers) industries. We are headquartered in Dallas, Texas and operate lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Oklahoma and Texas through our 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, ART Quarry TRS LLC (DBA Carthage Crushed Limestone) and U.S. Lime Company – Transportation. The lime and limestone operations represent our principal business.
In addition to our lime and limestone operations, we hold natural gas interests through our wholly owned subsidiary, U.S. Lime Company – O & G, LLC. In the fourth quarter of 2019, we determined our natural gas interests did not reach any of the quantitative thresholds for a reportable segment. The revenues, gross profit and operating profit from our natural gas interests are included in Other for our reportable segment disclosures. Assets related to our natural gas interests, unallocated corporate assets, and cash items are included in Other identified assets. Segment disclosures for the three- and six-month periods ended June 30, 2019 have been recast to be consistent with the 2020 presentation for each respective period.
On July 1, 2020, we acquired 100% of the equity interest of Carthage Crushed Limestone, a limestone mining and production company located in Carthage, Missouri, for $9 million cash, subject to adjustment. We believe that this acquisition will complement our existing geographic footprint.
Revenues decreased 3.6% and 1.0% in the second quarter and first six months 2020, respectively, compared to the second quarter and first six months 2019. Revenues from lime and limestone operations decreased 3.2% and 0.6% in the second quarter and first six months 2020, respectively, compared to the comparable 2019 periods. The decreases in lime and limestone revenues in the second quarter and first six months 2020 resulted primarily from decreased sales volumes of 7.5% and 4.8%, respectively, principally due to reduced demand from our oil and gas services, steel and environmental customers, partially offset by increased demand from our construction customers. The decreased sales volumes were also partially offset by increases in average prices realized for our lime and limestone products of 4.3% and 4.2% in the second quarter and first six months 2020, respectively, compared to the comparable 2019 periods.
Gross profit increased 6.5% and 9.8% in the second quarter and first six months 2020, respectively, compared to the second quarter and first six months 2019. The increases in gross profit in the 2020 periods, compared to the comparable 2019 periods, resulted primarily from lower fuel costs, and increased operating efficiencies associated, in part, with the new kiln at our St. Clair facility, which began producing commercially saleable quicklime in the second quarter 2019, partially offset by the decreased revenues described above and increased costs incurred in the second quarter 2020 associated with responding to the COVID-19 pandemic.
The emergence of COVID-19 in the United States in the first quarter 2020 has created significant volatility, uncertainty and economic disruption to the general business environment. Federal, state, and local governmental responses to the COVID-19 pandemic, which include restrictions requiring social distancing and restrictions on business activities and movement of people in the markets for our lime and limestone products, began to take effect the last two weeks of March 2020. While many of these restrictions began to be lifted in the second quarter 2020, the easing of restrictions has subsequently been halted or reversed in much of our geographic footprint.
The pandemic and related restrictions on business activities have resulted in a general economic slowdown, which has disproportionately impacted certain industries that purchase our lime and limestone products, including environmental, oil and gas drilling, and steel. We expect a continued slowdown in economic activity as restrictions continue, or even expand, which we anticipate will have an adverse impact on the demand for our lime and limestone products. In addition, a continued economic slowdown may put downward pressure on the prices we are able to realize for our products. We will continue to focus on cost-cutting initiatives and ways to further increase operating efficiencies in an effort to mitigate some of the effects of the ongoing economic downturn, including decreased demand for our products and increases in costs.
As we continue to respond to these unprecedented times caused by the COVID-19 pandemic, we have not wavered in our commitment to the safety of our employees and individuals at our facilities that deliver lime and limestone products to the essential businesses and communities that we serve. In addition to our standard health and safety protocols, we have implemented enhanced protocols at all of our locations, including at our newly acquired Carthage Crushed Limestone facility. These protocols include reduced access to facilities, screening of individuals on
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all sites, and the enforcement of social distancing and other practices that are consistent with, or exceed, the guidelines of the Center for Disease Control and state and local authorities.
We are an essential business and anticipate continuing to deliver lime and limestone products to all of the essential businesses we serve. Our lime and limestone products are used in the purification of drinking water, treatment of wastewater, and scrubbing of air emissions from incinerators, power plants, and industrial plants, as well as in the manufacture of paper and glass products. Our limestone is used in the production of animal feed and is also used in products that have been recognized as part of the Critical Infrastructure Sector, including steel and other metal products, and commercial, residential, and public works construction.
Future events or governmental responses to COVID-19 may impede or prevent our ability to operate at one or more of our manufacturing facilities or limit our ability to transport our products to our customers. For example, our lime and limestone products cannot be produced if all of our employees are required to work from home. Specialized and difficult to replace skill sets are also required in the production of our lime and limestone products. Should one or more of our facilities experience a COVID-19 outbreak requiring quarantining of employees possessing those skill sets, it would disrupt our ability to produce, sell, and deliver our lime and limestone products and could have a material adverse effect on our financial condition, results of operations, cash flows, and competitive position.
Liquidity and Capital Resources.
Net cash provided by operating activities was $27.1 million in the first six months 2020, compared to $20.0 million in the first six months 2019, an increase of $7.1 million, or 35.4%. Our net cash provided by operating activities is composed of net income, depreciation, depletion and amortization (“DD&A”), deferred income taxes, other non-cash items included in net income and changes in working capital. In the first six months 2020, net cash provided by operating activities was principally composed of $11.6 million net income, $9.5 million DD&A, $2.5 million deferred income taxes, $0.8 million stock-based compensation, and a $2.5 million increase from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first six months 2020 included a decrease of $1.8 million in trade receivables, net, due primarily from reduced revenues and favorable timing of collections in the second quarter, an increase of $1.0 million in inventories, an increase of $0.8 million in accounts payable and accrued expenses, primarily from deferral of the payment of certain payroll taxes provided for under the CARES Act in the second quarter, and a decrease of $0.9 million in prepaid expenses and other assets. In the first six months 2019, net cash provided by operating activities was principally composed of $11.2 million net income, $8.4 million DD&A, $2.6 million deferred income taxes, $0.7 million stock-based compensation, and a $2.9 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first six months 2019 included an increase of $3.3 million in trade receivables, net, and a decrease of $0.5 million in inventories, net.
We had $10.6 million in capital expenditures in the first six months 2020, compared to $12.4 million in the first six months 2019. Net cash used in financing activities was $2.0 million in the first six months 2020, compared to $1.7 million in the first six months 2019, consisting primarily of cash dividends paid in each period.
Cash and cash equivalents increased $14.6 million to $68.8 million at June 30, 2020, from $54.3 million at December 31, 2019.
We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of June 30, 2020, we did not have any material commitments for open purchase orders. As previously discussed, on July 1, 2020, we acquired 100% of the equity interest of Carthage Crushed Limestone for $9 million cash, subject to adjustment.
Our credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of May 2, 2019 and November 21, 2019, provides for a $75 million revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by us. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on May 2, 2024.
Interest rates on the Revolving Facility are, at our option, LIBOR plus a margin of 1.000% to 2.000%, or the Lender’s Prime Rate plus a margin of 0.000% to 1.000%; and a commitment fee range of 0.200% to 0.350% on the undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance with a pricing grid based upon our Cash Flow Leverage Ratio, defined as the ratio of our total funded senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization and stock-
16
based compensation expense (“EBITDA”) for the 12 months ended on the last day of the most recent calendar quarter, plus pro forma EBITDA from any businesses acquired during the period. Pursuant to a security agreement, dated August 25, 2004, the Revolving Facility is secured by our existing and hereafter acquired tangible assets, intangible assets and real property. The maturity of the Revolving Facility and any incremental loans can be accelerated if any event of default, as defined under the credit agreement, occurs. Our maximum Cash Flow Leverage Ratio is 3.50 to 1.
We may pay dividends so long as we remain in compliance with the provisions of our credit agreement, and we may purchase, redeem or otherwise acquire shares of our common stock so long as our pro forma Cash Flow Leverage Ratio is less than 3.00 to 1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.
At June 30, 2020, we had no debt outstanding and no draws on the Revolving Facility other than $0.4 million of letters of credit which count as draws against the available commitment under the Revolving Facility. We believe that, absent a significant acquisition, cash on hand and cash flows from operations will be sufficient to meet our operating needs, ongoing capital needs, including current and possible future modernization, expansion, and development projects, and liquidity needs and allow us to pay regular quarterly cash dividends for the near future. However, an extended period of severe economic disruption caused by the COVID-19 pandemic could negatively impact our cash flows from operations and our liquidity, although we have not experienced any material impacts on our cash flows from operations and liquidity to date.
Results of Operations.
Revenues in the second quarter 2020 were $37.5 million, compared to $39.0 million in the second quarter 2019, a decline of $1.4 million, or 3.6%. For the first six months 2020, revenues were $76.0 million, compared to $76.8 million in the first six months 2019, a decrease of $0.8 million, or 1.0%. Revenues from our lime and limestone operations in the second quarter 2020 decreased $1.2 million, or 3.2%, to $37.4 million from $38.6 million in the second quarter 2019. For the first six months 2020, revenues from our lime and limestone operations decreased $0.5 million, or 0.6%, to $75.6 million compared to $76.0 million in the first six months 2019. As discussed above, the decrease in revenues from our lime and limestone operations in the second quarter and first six months 2020 was primarily due to decreased sales volumes of 7.5% and 4.8%, respectively, compared to the comparable 2019 periods, principally due to reduced demand from our environmental, oil and gas services and steel customers, partially offset by increased demand from our construction customers, which had been negatively impacted by increased rainfall in Texas in the second quarter 2019. Additionally, the reductions in sales volumes were partially offset by average increases in prices for our lime and limestone products in the second quarter and first six months 2020 of 4.3% and 4.2%, respectively, compared to the comparable 2019 periods. Revenues also included $0.2 million and $0.4 million from our natural gas interests in the second quarter and first six months 2020, respectively, compared to $0.4 million and $0.7 million in the comparable 2019 periods, respectively.
Gross profit was $10.4 million and $20.2 million in the second quarter and first six months 2020, respectively compared to $9.7 million and $18.4 million in the comparable 2019 periods, increases of $0.6 million and $1.8 million, or 6.5% and 9.8%, respectively. Gross profit from our lime and limestone operations in the second quarter and first six months 2020 was $10.5 million and $20.5 million, respectively, compared to $9.7 million and $18.4 million in the comparable 2019 periods, increases of $0.8 million, or 8.4%, and $2.2 million, or 11.8%, respectively. The increases in gross profit in the 2020 periods, compared to the comparable 2019 periods, resulted primarily from lower fuel costs and increased operating efficiencies associated, in part, with the new kiln at our St. Clair facility, which began producing commercially saleable quicklime in the second quarter 2019, partially offset by the decreased revenues discussed above and increased costs incurred in the second quarter 2020 associated with responding to the COVID-19 pandemic. Gross profit also included the impact of losses from our natural gas interests of $150 thousand and $312 thousand in the second quarter and first six months 2020, respectively, compared to profits of $37 thousand and $44 thousand in the comparable 2019 periods.
Selling, general and administrative expenses (“SG&A”) were $2.9 million and $6.1 million in the second quarter and first six months 2020, respectively, compared to $2.6 million and $5.3 million in the comparable 2019 periods. As a percentage of revenues, SG&A was 7.7% and 8.0% in the second quarter and first six months 2020, respectively, compared to 6.8% and 6.9% in the comparable 2019 periods. The increases in SG&A resulted primarily from increased
17
personnel expenses, including stock-based compensation, increased legal expenses, including acquisition-related legal fees, and increased COVID-19 pandemic costs incurred in the second quarter 2020.
Interest expense was $62 thousand and $124 thousand in the second quarter and first six months 2020, respectively, compared to $60 thousand and $122 thousand in the comparable 2019 periods. We had no outstanding debt during any of the periods. Interest and other income, net was $0.1 million and $0.4 in the second quarter and first six months 2020, respectively, compared to $0.5 million and $1.0 million in the comparable 2019 periods, decreases of $0.4 million and $0.6 million, or 78.8% and 64.3%, respectively. The decreases in interest income were due to reduced interest rates and lower average balances of cash and cash equivalents in the 2020 periods, compared to the comparable 2019 periods.
Income tax expense was $1.4 million and $2.7 million in the second quarter and first six months 2020, respectively, compared to $1.5 million and $2.8 million in the comparable 2019 periods. Our effective income tax rate for each of the 2020 and 2019 periods was reduced from the federal rate primarily 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. Additionally, for the year ended December 31, 2019, our effective income tax rate was also reduced from the federal rate as a result of research and development tax credits. We do not expect a reduction in our income tax rate due to research and development tax credits in 2020.
Our net income was $6.1 million ($1.08 per share diluted) in the second quarter 2020, compared to net income of $6.0 million ($1.07 per share diluted) in the first quarter 2019, an increase of $0.1 million, or 1.1%. Net income in the first six months 2020 was $11.6 million ($2.07 per share diluted), an increase of $0.5 million, or 4.3%, compared to net income of $11.2 million ($1.99 per share diluted) in the first six months 2019.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk.
We could be exposed to changes in interest rates, primarily as a result of floating interest rates on the Revolving Facility. There was no outstanding balance on the Revolving Facility subject to interest rate risk at June 30, 2020. Any future borrowings under the Revolving Facility would be subject to interest rate risk. See Note 9 of Notes to Condensed Consolidated Financial Statements.
Foreign Exchange Risk.
Prior to April 2020, we had contracts related to the purchase and installation of equipment that required future payments in Euros and entered into foreign exchange hedges to fix our U.S. Dollar liability for these contracts. The last of these foreign exchange hedges expired in April 2020. See Note 6 of Notes to Condensed Consolidated Financial Statements.
ITEM 4: CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures as of the end of the period covered by this Report were effective.
No change in our internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, other than the additional risk factor provided
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below, which is an update to the risk factor included in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. Please refer to that section of our Form 10-K for disclosures regarding what we believe are the more significant risks and uncertainties related to our business.
Our financial condition, results of operations, cash flows, and competitive position could be materially adversely impacted by the COVID-19 pandemic. The extent to which COVID-19, and measures taken in response thereto, could materially adversely affect our financial condition, results of operations, cash flows, and competitive position will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities to contain the business, financial, and economic impact of the pandemic.
While we are continuing to execute our business continuity plans in response to the COVID-19 pandemic, there is the potential for increased disruptions to our lime and limestone business and operations from the pandemic. Federal, state, and local governmental responses to the COVID-19 pandemic, which include restrictions requiring social distancing and restrictions on business activities and movement of people in the markets for our lime and limestone products, began to take effect the last two weeks of March 2020. While many of these restrictions began to be lifted in the second quarter 2020, the easing of restrictions has subsequently been halted or reversed in many our market areas. The pandemic and related restrictions on business activities have resulted in a general economic slowdown, which is has impacted certain industries that purchase our products, including environmental, oil and gas drilling, and steel. We expect a continued slowdown in economic activity as restrictions continue, or even expand, which we anticipate will have an adverse impact on the demand for our lime and limestone products and increase our costs. In addition, a continued economic slowdown may put downward pressure on the prices we are able to realize for our products.
The continued impact of COVID-19 may limit our ability to produce, sell and deliver our lime and limestone products to our customers; cause key management and plant-level employees not to be available to us; result in plant shutdowns due to contagion, in which case we may not be able to shift production to our other plants; cause disruptions to our supply chain as it relates to our suppliers and other vendors, as well as disrupt the supply chains of our customers; impede our ability to maintain and repair our plants and equipment; negatively impact our modernization, expansion, and development plans; as well as adversely impact demand and prices for our lime and limestone products and increase our costs. Although we cannot predict future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities to contain the impact of the pandemic, COVID-19 could have a material adverse effect on our financial condition, results of operations, cash flows, and competitive position.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Our Amended and Restated 2001 Long-Term Incentive Plan allows employees and directors to pay the exercise price for stock options and the tax withholding liability upon the lapse of restrictions on restricted stock by payment in cash and/or delivery of shares of common stock. In the second quarter 2020, pursuant to these provisions, we repurchased 2,459 shares at a price of $84.44 per share, the fair market value of one share of our common stock on the date that they were tendered for payment of tax withholding liability upon the lapse of restrictions on restricted stock.
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ITEM 4: MINE SAFETY DISCLOSURES
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our quarries, underground mine and plants is subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977. The required information regarding certain mining safety and health matters, broken down by mining complex, for the quarter ended June 30, 2020 is presented in Exhibit 95.1 to this Report.
We believe we are responsible to employees to provide a safe and healthy workplace environment. We seek to accomplish this by: training employees in safe work practices; openly communicating with employees; following safety standards and establishing and improving safe work practices; involving employees in safety processes; and recording, reporting and investigating accidents, incidents and losses to avoid reoccurrence.
Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the enforcement of mining safety and health standards on all aspects of mining operations. There has also been an increase in the dollar penalties assessed for citations and orders issued in recent years.
ITEM 6: EXHIBITS
The Exhibit Index set forth below is incorporated by reference in response to this Item.
EXHIBIT INDEX
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 | | |
| | |
32.2 | | |
| | |
95.1 | | |
| | |
101 104 | | Interactive Data Files (formatted as Inline XBRL). Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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. | |
| | |
| | |
July 31, 2020 | By: | /s/ Timothy W. Byrne |
| | Timothy W. Byrne |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| | |
July 31, 2020 | By: | /s/ Michael L. Wiedemer |
| | Michael L. Wiedemer |
| | Vice President and Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
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EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: July 31, 2020 | /s/ Timothy W. Byrne |
| Timothy W. Byrne |
| President and Chief Executive Officer |
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
I, Michael L. Wiedemer, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: July 31, 2020 | /s/ Michael L. Wiedemer |
| Michael L. Wiedemer |
| Vice President and Chief Financial Officer |
EXHIBIT 32.1
SECTION 1350 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, Chief Executive Officer of United States Lime & Minerals, Inc. (the “Company”), hereby certify that, to my knowledge:
(1) | The Company’s periodic report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: July 31, 2020 | /s/ Timothy W. Byrne |
| Timothy W. Byrne |
| President and Chief Executive Officer |
EXHIBIT 32.2
SECTION 1350 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
I, Michael L. Wiedemer, Chief Financial Officer of United States Lime & Minerals, Inc. (the “Company”), hereby certify that, to my knowledge:
(1) | The Company’s periodic report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: July 31, 2020 | /s/ Michael L. Wiedemer |
| Michael L. Wiedemer |
| Vice President and Chief Financial Officer |
EXHIBIT 95.1
MINE SAFETY DISCLOSURES
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).
The Mine Act has been construed as authorizing MSHA to issue citations and orders pursuant to the legal doctrine of strict liability, or liability without fault. If, in the opinion of an MSHA inspector, a condition that violates the Mine Act or regulations promulgated pursuant to it exists, then a citation or order will be issued regardless of whether the operator had any knowledge of, or fault in, the existence of that condition. Many of the Mine Act standards include one or more subjective elements, so that issuance of a citation or order often depends on the opinions or experience of the MSHA inspector involved and the frequency and severity of citations and orders will vary from inspector to inspector.
Whenever MSHA believes that a violation of the Mine Act, any health or safety standard, or any regulation has occurred, it may issue a citation or order which describes the violation and fixes a time within which the operator must abate the violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order requiring cessation of operations, or removal of miners from the area of the mine, affected by the condition until the hazards are corrected. Whenever MSHA issues a citation or order, it has authority to propose a civil penalty or fine, as a result of the violation, that the operator is ordered to pay.
The table that follows reflects citations, orders, violations and proposed assessments issued to the Company by MSHA during the quarter ended June 30, 2020 and all pending legal actions as of June 30, 2020. The table does not include Carthage Crushed Limestone which was acquired on July 1, 2020. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA. The proposed assessments for the quarter ended June 30, 2020 were taken from the MSHA system as of July 29, 2020.
Additional information follows about MSHA references used in the table:
| ● | Section 104(a) Citations: The total number of citations received from MSHA under section 104(a) of the Mine Act for alleged violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated. |
| ● | Section 104(b) Orders: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated. |
| ● | Section 104(d) Citations and Orders: The total number of citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards. |
| ● | Section 110(b)(2) Violations: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act. |
| ● | Section 107(a) Orders: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed. |
Citations and orders can be contested before the Federal Mine Safety and Health Review Commission (the “Commission”), and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under section 105 of the Mine Act.
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| | | | | | 104(d) | | | | | | Proposed | | | | |
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| | Section | | Section | | Citations | | Section | | Section | | MSHA | | | | Pending |
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| | 104 S & S | | 104(b) | | and | | 110(b)(2) | | 107(a) | | Assessments(2) | | | | Legal |
|
Mine(1) | | Citations | | Orders | | Orders | | Violations | | Orders | | ($ in thousands) | | Fatalities | | Actions(3) |
|
Texas Lime Company |
| — |
| — |
| — |
| — |
| — |
| 0.6 |
| — |
| — | |
Arkansas Lime Company | | | | | | | | | | | | | | | | | |
Plant |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Limedale Quarry |
| 1 |
| — |
| — |
| — |
| — |
| 0.8 |
| — |
| — | |
Colorado Lime Company | | | | | | | | | | | | | | | | | |
Monarch Quarry |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Delta Plant |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
U.S. Lime Company—St. Clair |
| — |
| — |
| — |
| — |
| — |
| 0.1 |
| — |
| — | |
| (1) | The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting and processing limestone, such as roads, land, structures, facilities, equipment, machines, tools, kilns, and other property. These other items associated with a single mine have been aggregated in the totals for that mine. |
| (2) | The proposed MSHA assessments issued during the reporting period do not necessarily relate to the citations or orders issued by MSHA during the reporting period or to any pending contests reported above. |
| (3) | Includes any pending legal actions before the Commission involving such mine as of June 30, 2020. Any pending legal actions were initiated by the Company. The pending legal actions may relate to the citations or orders issued by MSHA during the reporting period or to citations or orders issued in prior periods. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA. There were no legal actions resolved or instituted during the reporting period. |
Pattern or Potential Pattern of Violations. During the quarter ended June 30, 2020, none of the mines operated by the Company received written notice from MSHA of either (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.
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