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UNITED STATES LIME & MINERALS INC

For the period ended Sep 30, 2024. Filed Oct 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 31, 2024

USLM$118.10-1.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

​​​​​​​​
​ · ​ · September 30, · ​ · December 31, · ​
​ · 2024 · 2023
ASSETS​​​​​​​
Current assets​​​​​​​
Cash and cash equivalents​$255,022​$187,964​
Trade receivables, net​52,905​38,052​
Inventories​27,783​24,313​
Prepaid expenses and other current assets​2,749​4,640​
Total current assets​338,459​254,969​
Property, plant and equipment​483,108​469,598​
Less accumulated depreciation and depletion​(305,318)​(289,803)​
Property, plant and equipment, net​177,790​179,795​
Operating lease right-of-use assets​​4,964​​5,273​
Other assets, net​546​565​
Total assets​$521,759​$440,602​
LIABILITIES AND STOCKHOLDERS’ EQUITY​​​​​​​
Current liabilities​​​​​​​
Accounts payable​$8,496​$7,404​
Current portion of operating lease liabilities​​1,531​​1,582​
Accrued expenses​8,671​8,505​
Total current liabilities​18,698​17,491​
Deferred tax liabilities, net​23,834​24,659​
Operating lease liabilities, excluding current portion​​3,633​​3,919​
Other liabilities​1,380​1,429​
Total liabilities​47,545​47,498​
Stockholders’ equity​​​​​​​
Common stock, $0.10 par value; 45,000,000 and 30,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; 28,594,270 and 28,522,780 shares outstanding at September 30, 2024 and December 31, 2023, respectively​2,963​2,955​
Additional paid-in capital​39,251​35,539​
Retained earnings​490,061​412,499​
Less treasury stock, at cost​(58,061)​(57,889)​
Total stockholders’ equity​474,214​393,104​
Total liabilities and stockholders’ equity​$521,759​$440,602​

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)

​​​​​​​​​​​​​​​​​​​​​​
​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30, · ​
​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023 · ​
Revenues$89,427100.0%$74,878100.0%$237,659100.0%$215,638100.0%​
Cost of revenues​​​​​​​​​​​​​​​​​​​​​
Labor and other operating expenses40,282​45.0%​40,827​54.5%​111,222​46.8%​118,796​55.1%​
Depreciation, depletion and amortization6,032​6.8%5,896​7.9%17,895​7.5%17,564​8.1%​
​46,314​51.8%46,723​62.4%129,117​54.3%136,360​63.2%​
Gross profit43,113​48.2%28,155​37.6%108,542​45.7%79,278​36.8%​
Selling, general and administrative expenses4,976​5.6%4,355​5.8%14,706​6.2%12,826​6.0%​
Operating profit38,137​42.6%23,800​31.8%93,836​39.5%66,452​30.8%​
​​​​​​​​​​​​​​​​​​​​​​
Other (income) expense, net(3,061)​(3.5)%(2,197)​(2.9)%(8,387)​(3.5)%(5,529)​(2.6)%​
Income before income tax expense41,198​46.1%25,997​34.7%102,223​43.0%71,981​33.4%​
Income tax expense7,845​8.8%5,264​7.0%20,374​8.6%14,432​6.7%​
Net income$33,353​37.3%$20,733​27.7%$81,849​34.4%$57,549​26.7%​
Net income per share of common stock​​​​​​​​​​​​​​​​​​​​​
Basic$1.17​​​$0.73​​​$2.86​​​$2.02​​​​
Diluted$1.16​​​$0.73​​​$2.85​​​$2.02​​​​

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Common Stock · ​ · Additional · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Shares · ​ · ​ · Paid-In · Retained · Treasury · ​ · ​
​ · ​ · Outstanding · ​ · Amount · ​ · Capital · ​ · Earnings · ​ · Stock · ​ · Total
Balances at December 31, 202328,522,780​$2,955​$35,539​$412,499​$(57,889)​$393,104​
Stock options exercised12,000​1​129​—​—​130​
Stock-based compensation14,785​1​1,240​—​—​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, 202428,546,130​​2,957​​36,908​​433,512​​(58,061)​​415,316​
Stock options exercised40,025​4​(4)​—​—​—​
Stock-based compensation8,115​2​1,145​—​—​1,147​
Cash dividends paid—​—​—​(1,431)​—​(1,431)​
Net income—​​—​​—​​26,057​​—​​26,057​
Balances at June 30, 202428,594,270​​2,963​​38,049​​458,138​​(58,061)​​441,089​
Stock-based compensation—​—​1,202​—​—​1,202​
Cash dividends paid—​—​—​(1,430)​—​(1,430)​
Net income​—​​—​​—​​33,353​​—​​33,353​
Balances at September 30, 202428,594,270​$2,963​$39,251​$490,061​$(58,061)​$474,214​
​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Common Stock · ​ · Additional · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Shares · ​ · ​ · Paid-In · Retained · Treasury · ​ · ​
​ · ​ · Outstanding · ​ · Amount · ​ · Capital · ​ · Earnings · ​ · Stock · ​ · Total
Balances at December 31, 202228,410,395​$2,944​$32,255​$342,504​$(56,615)​$321,088​
Stock options exercised​28,810​​3​​110​​—​​—​​113​
Stock-based compensation​15,620​​2​​810​​—​​—​​812​
Treasury shares purchased​(3,230)​​—​​—​​—​​(98)​​(98)​
Cash dividends paid​—​​—​​—​​(1,137)​​—​​(1,137)​
Net income​—​​—​​—​​17,104​​—​​17,104​
Balances at March 31, 2023​28,451,595​​2,949​​33,175​​358,471​​(56,713)​​337,882​
Stock-based compensation15,910​1​795​—​—​796​
Cash dividends paid​—​—​—​(1,139)​—​(1,139)​
Net income—​​—​​—​​19,712​​—​​19,712​
Balances at June 30, 202328,467,505​$2,950​$33,970​$377,044​$(56,713)​$357,251​
Stock options exercised​17,630​​2​(2)​​—​​—​​—​
Stock-based compensation(135)​—​787​—​—​787​
Cash dividends paid—​—​—​(1,139)​—​(1,139)​
Net income​—​​—​​—​​20,733​​—​​20,733​
Balances at September 30, 202328,485,000​$2,952​$34,755​$396,638​$(56,713)​$377,632​

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

​​​​​​​​
​ · ​ · Nine Months Ended September 30, · ​
​ · ​ · 2024 · ​ · 2023
OPERATING ACTIVITIES: · ​ · ​ · ​ · ​
Net income​$81,849​$57,549​
Adjustments to reconcile net income to net cash provided by operating activities:​​​​​​​
Depreciation, depletion and amortization​18,125​17,783​
Amortization of deferred financing costs​2​9​
Deferred income taxes​(825)​(319)​
Gain on disposition of property, plant and equipment​(46)​(85)​
Stock-based compensation​3,590​2,396​
Changes in operating assets and liabilities:​​​​​​​
Trade receivables, net​(14,853)​(10,469)​
Inventories​(3,470)​(4,199)​
Prepaid expenses and other current assets​1,891​1,185​
Other assets​17​(159)​
Accounts payable and accrued expenses​1,214​949​
Other liabilities​(80)​42​
Net cash provided by operating activities​87,414​64,682​
INVESTING ACTIVITIES:​​​​​​​
Purchase of property, plant and equipment​(16,371)​(20,541)​
Proceeds from sale of property, plant and equipment​344​2,180​
Net cash used in investing activities​(16,027)​(18,361)​
FINANCING ACTIVITIES:​​​​​​​
Cash dividends paid​​(4,287)​​(3,415)​
Proceeds from exercise of stock options​130​113​
Purchase of treasury shares​(172)​(98)​
Net cash used in financing activities​(4,329)​(3,400)​
Net increase in cash and cash equivalents​67,058​42,921​
Cash and cash equivalents at beginning of period​187,964​133,384​
Cash and cash equivalents at end of period​$255,022​$176,305​

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

  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, 2023. The results of operations for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of operating results for the full year.

Recent Events. On May 2, 2024, the shareholders of the Company approved an increase in the Company’s number of authorized shares of common stock from 30,000,000 to 45,000,000. On July 12, 2024, the Company effected a 5-for-1 split of its common stock in the form of a stock dividend offour additional shares of common stock for each share outstanding to shareholders of record at the close of business on June 21, 2024 (the “Stock Split”). All share and per share information, including stock-based compensation, throughout this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Stock Split. The shares of common stock retain a par value of$0.10 per share. Accordingly, an amount equal to the aggregate par value of the additional shares issued in the Stock Split was reclassified from additional paid-in capital to common stock for all periods presented.

The number and terms of stock-based compensation awards have been adjusted, in order to prevent dilution or enlargement of the rights of participants under the Company’s Amended and Restated 2001 Long-Term Incentive Plan, as Amended and Restated. The fair value of all outstanding awards immediately after the Stock Split did not change when compared to the fair value of such awards immediately prior to the Stock Split. In addition, there was no change to the vesting conditions or classification of any of the awards. No incremental compensation expense was recognized as a result of such adjustments.

  1. 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), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry 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, 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.

  1. 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 2024 and 2023 revenues was$12.3 million and $12.2 million, for the respective three-month periods ended September 30, and $34.5 million and $35.4

million, for the respective nine-month periods ended September 30, 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.

  1. Reportable Segment

The Company has identifiedone reportable segment based on the distinctness of the Company’s activities and products: lime and limestone operations. All operations are in the United States. In evaluating the operating results of the Company, management primarily reviews revenues, gross profit, and operating profit from the lime and limestone operations. Operating profit from the Company’s lime and limestone operations includes all of the Company’s selling, general and administrative costs. The Company does not allocate interest income and expense and other expense to its lime and limestone operations. Other identifiable assets include assets related to the Company’s natural gas interests, unallocated corporate assets, and cash items.

Operating results and certain other financial data for the three- and nine-month periods ended September 30, 2024 and 2023 for the Company’s lime and limestone operations segment and other are as follows (in thousands):

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30, · ​
Revenues · ​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023 · ​
Lime and limestone operations​$89,212​$74,582​$236,936​$214,808​
Other​215​296​723​830​
Total revenues​$89,427​$74,878​$237,659​$215,638​
Depreciation, depletion and amortization​​​​​​​​​​​​​
Lime and limestone operations​$5,905​$5,763​$17,518​$17,179​
Other​127​133​377​385​
Total depreciation, depletion and amortization​$6,032​$5,896​$17,895​$17,564​
Gross profit (loss)​​​​​​​​​​​​​
Lime and limestone operations​$43,179​$28,160​$108,690​$79,339​
Other​(66)​(5)​(148)​(61)​
Total gross profit​$43,113​$28,155​$108,542​$79,278​
Operating profit (loss)​​​​​​​​​​​​​
Lime and limestone operations​$38,204​$23,807​$93,993​$66,523​
Other​​(67)​(7)​(157)​(71)​
Total operating profit​$38,137​$23,800​$93,836​$66,452​
Identifiable assets, at period end​​​​​​​​​​​​​
Lime and limestone operations​$263,214​$244,039​$263,214​$244,039​
Other​258,545​180,016​​258,545​​180,016​
Total identifiable assets​$521,759​$424,055​$521,759​$424,055​
Capital expenditures​​​​​​​​​​​​​
Lime and limestone operations​$9,547​$15,090​$16,371​$20,541​
Other​—​—​—​—​
Total capital expenditures​$9,547​$15,090​$16,371​$20,541​
​​​​​​​​​​​​​​
  1. Income and Dividends Per Share of Common Stock

At September 30, 2024, the Company had 45,000,000 shares of common stock authorized and 28,594,270 shares outstanding, after adjusting for the Stock Split.

The following table sets forth the computation of basic and diluted income per common share (in thousands, except per share amounts):

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30,
​ · 2024 · 2023 · 2024 · 2023
Net income for basic and diluted income per common share​$33,353​$20,733​$81,849​$57,549​
Weighted-average shares for basic income per common share​28,594​28,480​28,574​28,455​
Effect of dilutive securities:​​​​​​​​​​​​​
Employee and director stock options(1)​133​80​109​70​
Adjusted weighted-average shares and assumed exercises for diluted income per common share​28,727​28,560​28,683​28,525​
Basic net income per common share​$1.17​$0.73​$2.86​$2.02​
Diluted net income per common share​$1.16​$0.73​$2.85​$2.02​
(1)No stock options were excluded due to being antidilutive.

The Company paid $0.05 and $0.15 of cash dividends per share of common stock in the three- and nine-month periods ended September 30, 2024, respectively. The Company paid$0.04 and $0.12 of cash dividends per share of common stock in the three- and nine-month periods ended September 30, 2023, respectively.

  1. 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):

​​​​​​​​
​ · ​ · September 30, · ​ · December 31, · ​
​ · ​ · 2024 · ​ · 2023
Lime and limestone inventories: · ​ · ​ · ​
Raw materials​$8,808​$7,834​
Finished goods​3,052​3,107​
​​​11,860​​10,941​
Parts inventories​15,923​13,372​
​​$27,783​$24,313​
  1. 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. 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 September 30, 2024, the Company hadno debt outstanding and no draws on the Revolving Facility other than $0.5 million of letters of credit, which count as draws against the available commitment under the Revolving Facility.

  1. 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 7 years, with a weighted-average remaining lease term of 4 years at both September 30, 2024 and December 31, 2023. 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- and nine-month periods ended September 30, 2024 and 2023 were as follows (in thousands):

​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30, · ​
​ · Classification · 2024 · 2023 · 2024 · 2023 · ​
Operating lease costs(1)​Cost of revenues​$700​$823​$1,948​$2,400​
Operating lease costs(1)​Selling, general and administrative expenses​​76​​51​229​131​
Rental revenues​Revenues​​(47)​​(129)​​(269)​​(357)​
Rental revenues​Other (income) expense, net​​(13)​​(23)​(74)​(59)​
Net operating lease costs​​​$716​$722​$1,834​$2,115​
(1)Includes the costs of leases with a term of one year or less.

As of September 30, 2024, 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):

​​​​
2024 (excluding the nine months ended September 30, 2024)​$468
2025​​1,542
2026​​1,456
2027​​1,093
2028​​508
Thereafter​​599
Total future minimum lease payments​​5,666
Less imputed interest​​(502)
Present value of lease liabilities​$5,164

Supplemental cash flow information pertaining to the Company’s leasing activity for the nine months ended September 30, 2024 and 2023 is as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Nine Months Ended September 30,
​​2024​2023​
Cash payments for lease liabilities included in operating cash flows​$1,450​$1,227​
Right-of-use assets obtained in exchange for operating lease obligations​$827​$511​
  1. Income Taxes

The Company has estimated that its effective income tax rate for 2024 will be 19.9%. 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.

  1. Dividends

On September 13, 2024, the Company paid$1.4 million in cash dividends, based on a dividend of$0.05 per share of its common stock, to shareholders of record at the close of business on August 23, 2024. On June 14, 2024, the Company paid$1.4 million in cash dividends, based on a dividend of$0.05 per share of its common stock, to shareholders of record at the close of business on May 24, 2024. On March 15, 2024, the Company paid$1.4 million in cash dividends, based on a dividend of$0.05 per share of its common stock, to shareholders of record at the close of business on February 23, 2024.

  1. Subsequent Event

On October 30, 2024, the Company’s Board of Directors declared a regular quarterly cash dividend of$0.05 per share on the Company’s common stock. This dividend is payable on December 13, 2024, to shareholders of record at the close of business on November 22, 2024.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.