8-K
UNITED STATES LIME & MINERALS INC (USLM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 29, 2021
UNITED STATES LIME & MINERALS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
|---|---|---|---|---|
| TEXAS | | 0-4197 | | 75-0789226 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
| incorporation) | | | | |
| | | | | |
| 5429 LBJ FREEWAY, SUITE 230 , DALLAS , TEXAS | | 75240 | ||
| (Address of principal executive offices) | | (Zip Code) |
( 972 ) 991-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.10 par value | USLM | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 29, 2021, United States Lime & Minerals, Inc. issued a News Release announcing the financial results for the quarter and full year ended December 31, 2020. A copy of the News Release is attached hereto as Exhibit 99.1 and incorporated by reference herein in response to this Item 2.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The Exhibit Index set forth below is incorporated by reference in response to this Item.
EXHIBIT INDEX
| | | |
|---|---|---|
| ExhibitNumber | | Exhibit |
| | | |
| 99.1 | | News Release of United States Lime & Minerals, Inc. dated January 29, 2021. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
|---|---|---|
| Date: January 29, 2021 | UNITED STATES LIME & MINERALS, INC. | |
| | | |
| | By: | /s/ Michael L. Wiedemer |
| | | Michael L. Wiedemer, Vice President and |
| | | Chief Financial Officer |
3
Exhibit 99.1
UNITED STATES LIME & MINERALS, INC. — NEWS RELEASE
| | | | |
|---|---|---|---|
| FOR IMMEDIATE RELEASE | | | Contact: Timothy W. Byrne |
| | | | (972) 991-8400 |
UNITED STATES LIME & MINERALS REPORTS FOURTH QUARTER AND FULL YEAR 2020
RESULTS AND DECLARES REGULAR QUARTERLY CASH DIVIDEND
Dallas, Texas, January 29, 2021 - United States Lime & Minerals, Inc. (NASDAQ: USLM) today reported fourth quarter and full year 2020 results: The Company’s revenues in the fourth quarter 2020 were $41.0 million, compared to $38.0 million in the fourth quarter 2019, an increase of $3.0 million, or 8.0%. For the full year 2020, the Company’s revenues were $160.7 million, compared to $158.3 million in the full year 2019, an increase of $2.4 million, or 1.5%. Carthage Crushed Limestone (“Carthage”), which the Company acquired on July 1, 2020, contributed $2.3 million and $4.6 million to the Company’s revenues for the fourth quarter and full year 2020, respectively.
The increase in Company revenues in the fourth quarter 2020, compared to the fourth quarter 2019, resulted primarily from increased sales of the Company’s lime and limestone products, principally due to the addition of limestone sales by Carthage to agriculture and roofing customers, and increased sales to the Company’s construction and roofing customers, partially offset by decreased demand from the Company’s oil and gas services customers. The increase in revenues in the full year 2020, compared to the full year 2019, resulted primarily from increased sales, principally due to the addition of limestone sales by Carthage and increased sales to the Company’s construction customers, partially offset by decreased demand from the Company’s oil and gas services, environmental, and steel customers. Both the fourth quarter and full year 2020 revenues were also favorably impacted by increases in the average selling prices for the Company’s lime and limestone products.
The Company’s gross profit was $13.2 million in the fourth quarter 2020, compared to $9.8 million in the fourth quarter 2019, an increase of $3.4 million, or 34.8%. Gross profit in the full year 2020 was $47.6 million, an increase of $5.9 million, or 14.2%, from $41.7 million in the full year 2019. The increases in gross profit in the 2020 periods, compared to the comparable 2019 periods, resulted primarily from increases in the average selling prices for the Company’s lime and limestone products, lower fuel costs, and increased operating efficiencies associated, in part, with the new kiln at the Company’s St. Clair facility, which began producing commercially saleable quicklime in the second quarter 2019, partially offset by increased costs incurred in the 2020 periods associated with responding to the COVID-19 pandemic.
Selling, general and administrative (“SG&A”) expenses were $3.2 million in the fourth quarter 2020, compared to $3.3 million in the fourth quarter 2019, a decrease of $0.1 million, or 3.1%, primarily due to legal expenses in the 2019 period associated with the acquisition of Carthage, partially offset by increased stock-based compensation, principally due to higher prices for the Company’s common stock. SG&A expenses were $12.2 million in the full year 2020, compared to $11.5 million in the full year 2019, an increase of $0.7 million, or 5.8%. The increases in SG&A expenses for the full year 2020, compared to the full year 2019, resulted primarily from increased personnel expenses, including stock-based compensation, and increased legal expenses and COVID-19 pandemic costs in the second quarter 2020.
In the fourth quarters 2020 and 2019, the Company recognized an impairment charge of $1.6 million ($1.2 million, net of tax) and $0.9 million ($0.7 million, net of tax), respectively. Continuing low prices for natural gas and natural gas liquids have reduced the estimates for future economically feasible production, which has impaired the recoverability of the assets as they approach the end of their useful lives. The carrying values of the long-lived assets of the Company’s natural gas interests were $2.0 million at December 31, 2020. The Company’s revenues in the fourth quarter and full year 2020 included $332 thousand and $1.0 million, respectively, from natural gas interests, compared to $295 thousand and $1.3 million in the fourth quarter and full year 2019, respectively. The Company’s gross profit in the fourth quarter and full year 2020 included losses of $10 thousand and $396 thousand from natural gas interests, respectively, compared to losses of $417 thousand and $367 thousand in the fourth quarter and full year 2019, respectively.
Income tax expense increased to $1.2 million in the fourth quarter 2020, compared to $1.0 million in the fourth quarter 2019. Income tax expense increased to $5.8 million in the full year 2020, compared to $4.8 million in the full year 2019, primarily due to the increase in income before taxes in 2020, compared to 2019. In addition, for 2019, the Company’s effective income tax rate was reduced as a result of research and development tax credits.
The Company reported net income of $7.3 million ($1.28 per share diluted) and $28.2 million ($5.00 per share diluted) in the fourth quarter and full year 2020, respectively, compared to $5.0 million ($0.89 per share diluted) and $26.1 million ($4.64 per share diluted) in the fourth quarter and full year 2019, respectively, increases of $2.3 million, or 45.3%, and $2.2 million, or 8.3%, respectively.
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 the Company’s lime and limestone products, began to take effect the last two weeks of March 2020 and continue in effect in many of the Company’s markets. Recently, the United States has seen multiple surges of COVID-19 cases which could impact the economic recovery that has occurred to date. Until there are successful implementations of COVID-19 vaccination programs, the Company expects a continued slowdown in economic activity as restrictions continue, or even expand, which the Company anticipates may continue to have an adverse impact on the demand for its lime and limestone products, particularly with respect to its customers in certain industries, and put downward pressure on the prices the Company is able to realize for its products.
“During the fourth quarter 2020, we continued to see strong demand from our construction customers, and we are encouraged by the return of demand from our steel and power generation customers, although the economic slowdown continues to adversely impact demand from oil and gas services customers,” said Timothy W. Byrne, President and Chief Executive Officer. Mr. Byrne added, “We believe that the Carthage acquisition has complemented our existing geographic footprint, and we are moving to integrate its operations and customer base. I am pleased with our overall financial performance this year and the outstanding efforts of our employees in the face of the unprecedented challenges brought about by the pandemic. We will continue to be diligent in focusing on the safety of our employees and individuals at our facilities that deliver lime and limestone products to the essential businesses and communities we serve, and finding additional ways to further increase operating efficiencies to mitigate some of the adverse effects of any decreases in demand and increased costs resulting from the pandemic”.
Dividend
The Company announced today that the Board of Directors has declared a regular quarterly cash dividend of $0.16 per share on the Company’s common stock. This dividend is payable on March 12, 2021 to shareholders of record at the close of business on February 19, 2021.
* * *
United States Lime & Minerals, Inc., a NASDAQ-listed public company with headquarters in Dallas, Texas, is a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, agriculture (including poultry and cattle feed producers), and oil and gas services industries. The Company 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-operating working interests pursuant to an oil and gas lease and a drillsite agreement on its Johnson County, Texas property, located in the Barnett Shale Formation.
Any statements contained in this news release, including, but not limited to, statements relating to the impact of the COVID-19 pandemic, that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to publicly update or revise any forward-looking statements, and investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation those risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
(Tables Follow)
United States Lime & Minerals, Inc.
CONDENSED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | | Year Ended | **** | ||||||||
| | | December 31, | | December 31, | **** | ||||||||
| | **** | 2020 | **** | 2019 | **** | 2020 | **** | 2019 | **** | ||||
| INCOME STATEMENTS | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Revenues | | $ | 40,990 | | $ | 37,965 | | $ | 160,704 | | $ | 158,277 | |
| Cost of revenues | | | 27,819 | | | 28,192 | | | 113,117 | | | 116,601 | |
| Gross profit | | $ | 13,171 | | $ | 9,773 | | $ | 47,587 | | $ | 41,676 | |
| | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $ | 3,159 | | $ | 3,260 | | $ | 12,168 | | $ | 11,500 | |
| Impairment of long-lived assets | | **** | 1,550 | | 930 | | **** | 1,550 | | 930 | | ||
| Operating profit | | $ | 8,462 | | $ | 5,583 | | $ | 33,869 | | $ | 29,246 | |
| Interest expense | | **** | 62 | | 61 | | **** | 248 | | 244 | | ||
| Interest and other income, net | | **** | (51) | | (439) | | **** | (451) | | (1,898) | | ||
| Income tax expense | | **** | 1,197 | | 968 | | **** | 5,849 | | 4,844 | | ||
| Net income | | $ | 7,254 | | $ | 4,993 | | $ | 28,223 | | $ | 26,056 | |
| | | | | | | | | | | | | | |
| Income per share of common stock: | | | | | | | | | | | | | |
| Basic | | $ | 1.29 | | $ | 0.89 | | $ | 5.01 | | $ | 4.64 | |
| Diluted | | $ | 1.28 | | $ | 0.89 | | $ | 5.00 | | $ | 4.64 | |
| Weighted-average shares outstanding: | | | | | | | | | | | | | |
| Basic | | **** | 5,634 | | 5,613 | | **** | 5,629 | | 5,612 | | ||
| Diluted | | **** | 5,647 | | 5,625 | | **** | 5,640 | | 5,621 | | ||
| Cash dividends per share of common stock | | $ | 0.160 | | $ | 5.485 | | $ | 0.640 | | $ | 5.890 | |
| | | | | | | | | | | | | | |
| | | | | | | | | December 31, | | December 31, | | ||
| | | | | | | | | 2020 | | 2019 | | ||
| BALANCE SHEETS | | | | | | | | | | | | | |
| Assets: | | | | | | | | | | | | | |
| Current assets | | | | | | | | $ | 123,996 | | $ | 92,735 | |
| Property, plant and equipment, net | | | | | | | | **** | 152,461 | | 150,687 | | |
| Other non-current assets | | | | | | | | **** | 2,641 | | 3,615 | | |
| Total assets | | | | | | | | $ | 279,098 | | $ | 247,037 | |
| Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | |
| Current liabilities | | | | | | | | $ | 11,588 | | $ | 9,459 | |
| Deferred tax liabilities, net | | | | | | | | **** | 21,531 | | 17,218 | | |
| Other long-term liabilities | | | | | | | | **** | 2,787 | | 3,228 | | |
| Stockholders’ equity | | | | | | | | **** | 243,192 | | 217,132 | | |
| Total liabilities and stockholders’ equity | | | | | | | | $ | 279,098 | | $ | 247,037 | |
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