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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ........ to ........  

Commission file number is 000-04197

UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)

Texas

75-0789226

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

5429 LBJ Freeway, Suite 230, Dallas, TX

75240

(Address of principal executive offices)

(Zip Code)

(972) 991-8400

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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). Yes No

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

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 No

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of April 29, 2025, 28,632,799 shares of common stock, $0.10 par value, were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(Unaudited)

March 31,

December 31,

    

2025

    

2024

    

ASSETS

Current assets

Cash and cash equivalents

$

300,634

$

278,031

Trade receivables, net

 

55,772

 

43,982

Inventories

 

27,860

 

27,686

Prepaid expenses and other current assets

 

4,071

 

5,083

Total current assets

 

388,337

 

354,782

Property, plant, and equipment

 

507,950

 

493,246

Less accumulated depreciation and depletion

 

(316,140)

 

(310,355)

Property, plant, and equipment, net

 

191,810

 

182,891

Operating lease right-of-use assets

4,643

4,855

Other assets, net

 

465

 

635

Total assets

$

585,255

$

543,163

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$

9,233

$

8,819

Current portion of operating lease liabilities

1,602

1,602

Accrued expenses

 

14,556

 

6,541

Total current liabilities

 

25,391

 

16,962

Deferred tax liabilities, net

 

23,088

 

23,659

Operating lease liabilities, excluding current portion

3,226

3,437

Other liabilities

 

1,343

 

1,364

Total liabilities

 

53,048

 

45,422

Stockholders’ equity

Common stock

 

2,969

 

2,968

Additional paid-in capital

 

43,044

 

40,549

Retained earnings

 

548,016

 

515,622

Less treasury stock, at cost

 

(61,822)

 

(61,398)

Total stockholders’ equity

 

532,207

 

497,741

Total liabilities and stockholders’ equity

$

585,255

$

543,163

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 March 31,

 

2025

2024

 

Revenues

$

91,253

   

100.0

%

$

71,687

   

100.0

%

Cost of revenues

Labor and other operating expenses

39,047

42.8

35,101

49.0

%

Depreciation, depletion and amortization

 

6,050

6.6

%

 

5,979

8.3

%

 

45,097

49.4

 

41,080

57.3

%

Gross profit

 

46,156

50.6

 

30,607

42.7

%

Selling, general, and administrative expenses

 

6,262

6.9

 

4,848

6.8

%

Operating profit

 

39,894

43.7

 

25,759

35.9

%

Other (income) expense, net

 

(3,091)

(3.4)

 

(2,540)

(3.6)

%

Income before income tax expense

 

42,985

47.1

 

28,299

39.5

%

Income tax expense

 

8,872

9.7

 

5,860

8.2

%

Net income

$

34,113

37.4

$

22,439

31.3

%

Net income per share of common stock

Basic

$

1.19

$

0.79

Diluted

$

1.19

$

0.78

See accompanying notes to condensed consolidated financial statements.

3

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands)

(Unaudited)

 

Common Stock

Additional

 

    

Shares

    

    

Paid-In

    

Retained

    

Treasury

    

 

Outstanding

Amount

Capital

Earnings

Stock

Total

 

Balances at December 31, 2024

 

28,619,837

$

2,968

$

40,549

$

515,622

$

(61,398)

$

497,741

Stock options exercised

 

12,000

 

1

 

159

 

 

 

160

Stock-based compensation

 

4,800

 

 

2,336

 

 

 

2,336

Treasury shares purchased

 

(3,838)

 

 

 

 

(424)

 

(424)

Cash dividends paid

 

 

 

(1,719)

 

 

(1,719)

Net income

 

34,113

34,113

Balances at March 31, 2025

 

28,632,799

$

2,969

$

43,044

$

548,016

$

(61,822)

$

532,207

 

Common Stock

Additional

 

    

Shares

    

    

Paid-In

    

Retained

    

Treasury

    

 

Outstanding

Amount

Capital

Earnings

Stock

Total

 

Balances at December 31, 2023

 

28,522,780

$

2,956

$

35,538

$

412,499

$

(57,889)

$

393,104

Stock options exercised

12,000

1

129

130

Stock-based compensation

14,785

2

1,239

1,241

Treasury shares purchased

(3,435)

(172)

(172)

Cash dividends paid

(1,426)

(1,426)

Net income

22,439

22,439

Balances at March 31, 2024

28,546,130

$

2,959

$

36,906

$

433,512

$

(58,061)

$

415,316

See accompanying notes to condensed consolidated financial statements.

4

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

Three Months Ended March 31,

2025

2024

 

OPERATING ACTIVITIES:

    

    

 

Net income

$

34,113

$

22,439

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion, and amortization

 

6,137

 

6,054

Amortization of deferred financing costs

 

6

 

2

Deferred income taxes

 

(571)

 

(238)

Loss (gain) on disposition of property, plant, and equipment

 

106

 

(93)

Stock-based compensation

 

2,336

 

1,241

Changes in operating assets and liabilities:

Trade receivables, net

 

(11,790)

 

(4,103)

Inventories

 

(174)

 

(1,411)

Prepaid expenses and other current assets

 

1,012

 

639

Other assets

 

164

 

15

Accounts payable and accrued expenses

 

8,113

 

2,643

Other liabilities

 

(18)

 

(21)

Net cash provided by operating activities

 

39,434

 

27,167

INVESTING ACTIVITIES:

Purchase of property, plant, and equipment

 

(14,852)

 

(6,824)

Proceeds from sale of property, plant, and equipment

 

4

 

156

Net cash used in investing activities

 

(14,848)

 

(6,668)

FINANCING ACTIVITIES:

Cash dividends paid

(1,719)

(1,426)

Proceeds from exercise of stock options

 

160

 

130

Purchase of treasury shares

 

(424)

 

(172)

Net cash used in financing activities

 

(1,983)

 

(1,468)

Net increase in cash and cash equivalents

 

22,603

 

19,031

Cash and cash equivalents at beginning of period

 

278,031

 

187,964

Cash and cash equivalents at end of period

$

300,634

$

206,995

See accompanying notes to condensed consolidated financial statements.

5

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by 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, 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, 2024. The results of operations for the three-month period ended March 31, 2025 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), roof shingle manufacturers, agriculture (including poultry producers), and oil and gas services 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, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation. In addition, 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.

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. The Company’s returns and allowances are minimal. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. External freight billed to customers included in 2025 and 2024 revenues was $11.4 million and $11.2 million, for the respective three-month periods ended March 31, which approximates the amount of external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its natural gas interests, the Company recognizes revenue in the month of production and delivery.

Trade Receivables, Net. 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, and are generally fixed, short-term, and do not contain a significant financing component. 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 are any meaningful asset-specific differences within its trade receivables 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.

6

4. Reportable Segment

In November 2023, the Financial Accounting Standards Board amended guidance in ASC 280, Segment Reporting (“ASC 280”), by issuing Accounting Standards Update 2023-07, which updated the disclosure requirements for reportable segments, primarily through requiring enhanced disclosures about significant segment expenses. The Company adopted this guidance in the fourth quarter 2024, with retrospective application to prior reportable periods.

The Company is managed as one reportable segment, lime and limestone operations, based on the distinctness of the Company’s activities and products. All operations are in the United States. During 2024, the Company determined that the activities of its natural gas interests and the associated level of review of those activities by the chief operating decision maker (“CODM”) precluded the natural gas activities from meeting the definition of an operating segment, as provided in ASC 280. In addition, previously unallocated items, including cash, interest income and expense, and other expense are now included as part of lime and limestone operations, and consolidated net income is now used as the measure of segment profit or loss. Segment disclosures for the period ending March 31, 2024 have been recast to be consistent with the presentation for the period ending March 31, 2025.

The Company’s CODM is the chief executive officer. The Company’s lime and limestone operations derives revenues from the sale of crushed limestone, pulverized limestone, aggregate, quicklime, hydrated lime, and lime slurry.

In evaluating the operating results of the Company, the CODM assesses performance for the lime and limestone operations segment and decides how to allocate resources (including, but not limited to, decisions on fuel blends, capital purchases, and staffing levels) based on net income that is also reported on the consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets as “Total assets” and the measure of segment capital expenditures is reported on the consolidated statements of cash flows as “Purchase of property, plant, and equipment.”

The following table presents revenue, significant expenses, and profit for the periods ended March 31, 2025 and 2024 as reviewed and used by the CODM. There are no other significant segment items or reconciling items to consolidated net income.

Three Months Ended March 31,

2025

2024

Revenues

$

91,253

$

71,687

Less:

Fuel, energy, and transportation

20,265

18,311

Depreciation, depletion, and amortization

6,050

5,979

Outside services, maintenance, and supplies

8,355

6,222

Personnel expenses, cost of revenues

7,940

7,671

Other cost of revenues

2,487

2,897

Selling, general, and administrative expenses

6,262

4,848

Other (income) expense, net

(3,091)

(2,540)

Income tax expense

8,872

5,860

Net income

$

34,113

$

22,439

7

5. Income and Dividends 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 March 31,

 

    

2025

    

2024

 

Net income for basic and diluted income per common share

$

34,113

$

22,439

Weighted-average shares for basic income per common share

 

28,623

 

28,537

Effect of dilutive securities:

Employee and director stock options(1)

 

96

 

86

Adjusted weighted-average shares and assumed exercises for diluted income per common share

 

28,719

 

28,623

Basic net income per common share

$

1.19

$

0.79

Diluted net income per common share

$

1.19

$

0.78

(1)No stock options were excluded due to being antidilutive.

The Company paid $0.06 and $0.05 of cash dividends per share of common stock in the three months ended March 31, 2025 and 2024, respectively.

6. Inventories

Inventories are valued principally at the lower of cost, determined using the average cost method, or net realizable value. Costs for raw materials and finished goods include materials, labor, and production overhead. Inventories consisted of the following (in thousands):

March 31,

December 31,

2025

2024

 

Lime and limestone inventories:

    

    

    

    

Raw materials

$

7,961

$

8,947

Finished goods

 

3,162

 

3,000

11,123

11,947

Parts inventories

 

16,737

 

15,739

$

27,860

$

27,686

7. Banking Facilities and Debt

The Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of August 3, 2023, 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 the Company. 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 August 3, 2028.

Interest rates on the Revolving Facility are, at the Company’s option, SOFR, plus a SOFR adjustment rate of 0.10%, 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 0.225% 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 the Company’s Cash Flow Leverage Ratio, defined as the ratio of the Company’s total funded senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization, and stock-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 the Company’s existing and hereafter acquired tangible assets, intangible assets, and real property.

8

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. The Company’s maximum Cash Flow Leverage Ratio is 3.50 to 1.

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 3.00 to 1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.

As of March 31, 2025, the Company had no debt outstanding and no draws on the Revolving Facility other than $6.8 million of letters of credit, principally related to the new kiln project at the Texas Lime Company plant, which count as draws against the available commitment under the Revolving Facility.

8. 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 0 to 9 years, with a weighted-average remaining lease term of 4 years at both March 31, 2025 and December 31, 2024. Some operating leases include options to extend the leases for up to 5 years and are only considered in the lease terms if the Company is reasonably certain it will exercise the option to extend.

The components of lease costs for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31,

     

Classification

     

2025

     

2024

Operating lease costs(1)

Cost of revenues

$

724

$

585

Operating lease costs(1)

Selling, general and administrative expenses

85

76

Rental revenues

Revenues

(55)

(122)

Rental revenues

Other (income) expense, net

(31)

(36)

Net operating lease costs

$

723

$

503

(1)Includes the costs of leases with a term of one year or less.

As of March 31, 2025, 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):

2025 (excluding the three months ended March 31, 2025)

$

1,301

2026

1,572

2027

1,205

2028

541

2029

184

Thereafter

459

Total future minimum lease payments

5,262

Less imputed interest

(434)

Present value of lease liabilities

$

4,828

Supplemental cash flow information pertaining to the Company’s leasing activity for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

Three Months Ended March 31,

2025

2024

Cash payments for lease liabilities included in operating cash flows

$

450

$

450

Right-of-use assets obtained in exchange for operating lease obligations

$

176

$

9

9. Income Taxes

The Company has estimated that its effective income tax rate for 2025 will be 20.6%. The primary reason for the effective income tax rate being below the federal statutory rate is due to statutory depletion, which is allowed for income tax purposes and is a permanent difference between net income for financial reporting purposes and taxable income.

10. Dividends

On March 14, 2025, the Company paid $1.7 million in cash dividends, based on a dividend of $0.06 per share of its common stock, to shareholders of record at the close of business on February 21, 2025.

11. Subsequent Event

On April 30, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.06 per share on the Company’s common stock. This dividend is payable on June 13, 2025, to shareholders of record at the close of business on May 23, 2025.

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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, including more severe and frequent weather events resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity threats and incidents, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation 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) the Company’s ability to expand its operations through projects and acquisitions of businesses with related or similar operations and the Company’s ability to obtain any required financing for such projects and acquisitions, to integrate the projects and acquisitions into the Company’s overall operations, and to sell any resulting increased production at acceptable prices; (vii) 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, the overall economy and particular industries, including oil and gas services, utility plants, steel, construction, and industrial, effects of governmental fiscal and budgetary constraints, including the level of highway construction and infrastructure funding, changes to tax laws, legislative impasses, extended governmental shutdowns, reduced levels of government staffing, downgrades and defaults on U.S. government obligations, tariffs, trade wars, international incidents, including conflicts in Ukraine, Israel, and the broader Middle East, oil cartel production and supply actions, sanctions, economic and regulatory uncertainties under state governments and the United States Administration and Congress, inflation, recession, and other macroeconomic concerns, Federal Reserve responses to macroeconomic concerns, including changing interest rates, and inability to continue to maintain or increase prices for the Company’s products, including passing through any increased costs of energy, labor, parts, and supplies, and changes in inflationary expectations; (viii) 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, health and safety, human capital, diversity, inclusion, and other environmental, social, governance, and sustainability considerations, 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; (ix) estimates of resources and reserves and remaining lives of reserves; (x) the impact of potential pandemics, epidemics, or disease outbreaks, and governmental responses thereto, including decreased demand, lower prices, tightened labor and other markets, and increased costs, and the risk of non-compliance with health and safety protocols and mandates, on the Company’s financial condition, results of operations, cash flows, and competitive position; (xi) the impact of social or political unrest; (xii) risks relating to mine safety and reclamation and remediation; and (xiii) 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, 2024 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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Overview.

We are 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), roof shingle manufacturers, agriculture (including poultry producers), and oil and gas services industries. We are headquartered in Dallas, Texas and operate lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma, and Texas through our wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation.

Our revenues increased 27.3% in the first quarter 2025, compared to the first quarter 2024, primarily due to a 19.2% increase in sales volumes of our lime and limestone products, which was principally due to increased demand from our construction and environmental customers, and a 7.9% increase in the average selling prices for our lime and limestone products. The increase in demand from our construction customers during the quarter was further amplified by some large, ongoing construction projects.

Our gross profit increased 50.8% in the first quarter 2025, compared to the first quarter 2024. The increase in gross profit resulted primarily from the increase in revenues discussed above.

In 2024, we began construction on a new vertical kiln and related equipment and infrastructure at our Texas Lime Company plant. We estimate that the construction costs of the Texas kiln project will total approximately $65 million and be completed in 2026.

We paid an increased regular quarterly cash dividend of $0.06 per share in the first quarter of 2025. On April 30, 2025, our Board of Directors declared a regular quarterly cash dividend of $0.06 per share on our common stock. The dividend is payable on June 13, 2025, to shareholders of record at the close of business on May 23, 2025.

Liquidity and Capital Resources.

Net cash provided by operating activities was $39.4 million in the first quarter 2025, compared to $27.2 million in the first quarter 2024, an increase of $12.3 million, or 45.2%. Our net cash provided by operating activities is composed of net income, depreciation, depletion, and amortization (“DD&A”), deferred income taxes, stock-based compensation, other non-cash items included in net income and changes in working capital. In the first quarter 2025, net cash provided by operating activities was principally composed of $34.1 million net income, $6.1 million DD&A, and $2.3 million stock-based compensation, partially offset by $0.6 million deferred income taxes and a $2.7 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first quarter 2025 included an increase of $11.8 million in trade receivables, net, due primarily to increased sales in the first quarter 2025 compared to the fourth quarter 2024, and an increase of $0.2 million in inventories, partially offset by a decrease of $1.0 million in prepaid expenses and other current assets and an increase of $8.1 million in accounts payable and accrued expenses. In the first quarter 2024, net cash provided by operating activities was principally composed of $22.4 million net income, $6.1 million DD&A, and $1.2 million stock-based compensation, partially offset by $0.2 million deferred income taxes and a $2.2 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first quarter 2024 included an increase of $4.1 million in trade receivables, net, due primarily to increased sales in the first quarter 2024 compared to the fourth quarter 2023, and an increase of $1.4 million in inventories, partially offset by an increase of $2.6 million in accounts payable and accrued expenses and a decrease of $0.6 million in prepaid expenses and other current assets.

We had $14.9 million in capital expenditures, including $7.8 million related to the Texas kiln project, in the first quarter 2025, compared to $6.8 million in the first quarter 2024. Net cash used in financing activities was $2.0 million in the first quarter 2025, compared to $1.5 million in the first quarter 2024, consisting primarily of cash dividends paid in each period.

Cash and cash equivalents increased $22.6 million to $300.6 million at March 31, 2025 from $278.0 million at December 31, 2024.

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We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of March 31, 2025, we did not have any material commitments for open purchase orders other than $28.2 million related to the Texas kiln project. As of March 31, 2025, we had incurred a total of $10.5 million on the Texas kiln project, of which $9.1 million had been paid in cash.

Our credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of August 3, 2023, 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 August 3, 2028.

Interest rates on the Revolving Facility are, at our option, SOFR, plus a SOFR adjustment rate of 0.10%, 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 0.225% 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-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 March 31, 2025, we had no debt outstanding and no draws on the Revolving Facility other than $6.8 million of letters of credit, principally related to the Texas kiln project, 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.

Results of Operations.

Revenues in the first quarter 2025 were $91.3 million, compared to $71.7 million in the first quarter 2024, an increase of $19.6 million, or 27.3%. The increase in our revenues in the first quarter 2025, compared to the first quarter 2024, resulted from increased sales volumes of our lime and limestone products, principally due to increased demand from our construction and environmental customers and an increase in the average selling prices for our lime and limestone products.

Gross profit was $46.2 million in the first quarter 2025, compared to $30.6 million in the first quarter 2024, an increase of $15.5 million, or 50.8%. The increase in gross profit in the first quarter 2025, compared to the first quarter 2024, resulted primarily from the increased revenues discussed above.

Selling, general, and administrative (“SG&A”) expenses were $6.3 million in the first quarter 2025, compared to $4.8 million in the first quarter 2024, an increase of $1.4 million, or 29.2%. The increase in SG&A expenses in the first quarter 2025, compared to the first quarter 2024, was primarily due to increased personnel expenses, including stock-based compensation.

Other (income) expense, net was $3.1 million income in the first quarter 2025 compared to $2.5 million income in the first quarter 2024. The increase of $0.6 million during the first quarter 2025, compared to the first quarter 2024, was primarily due to interest earned on higher average balances of our cash and cash equivalents.

Income tax expense was $8.9 million in the first quarter 2025, compared to $5.9 million in the first quarter 2024. The increase in income tax expense was due to the increase in income before taxes.

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Our net income was $34.1 million ($1.19 per share diluted) in the first quarter 2025, compared to net income of $22.4 million ($0.78 per share diluted) in the first quarter 2024, an increase of $11.7 million, or 52.0%.

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 2:     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Amended and Restated 2001 Long-Term Incentive Plan, as Amended and Restated, 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 first quarter 2025, pursuant to these provisions, we purchased 3,838 shares at an average price of $110.47 per share, the fair market value of one share of our common stock on the date they were tendered for payment of tax withholding liability upon the lapse of restrictions on restricted stock.

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 March 31, 2025, 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.

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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

Section 1350 Certification by the Chief Executive Officer.

32.2

Section 1350 Certification by the Chief Financial Officer.

95.1

Mine Safety Disclosures.

101

Interactive Data Files (formatted as Inline XBRL).

104

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.

May 1, 2025

By:

/s/ Timothy W. Byrne

Timothy W. Byrne

President and Chief Executive Officer

(Principal Executive Officer)

May 1, 2025

By:

/s/ Michael L. Wiedemer

Michael L. Wiedemer

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

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