2024
Annual Report and Form 10-K
UNITED STATES LIME & MINERALS, INC.
COMPANY PROFILE
United States Lime & Minerals, Inc., headquartered 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), 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.
United States Lime & Minerals, Inc.’s common stock is listed on the Nasdaq Global Select Market under the
symbol USLM. The Company and its Board of Directors have a strong commitment to sound corporate governance.
Our Code of Business Conduct and Ethics and other corporate governance materials can be found on our website at
http://investors.uslm.com.
SELECTED FINANCIAL DATA(1)
(dollars in thousands, except per share amounts)
Operations data:
2024
2023
2022
2021
2020
2019
2018
Total revenues
$
317,721
281,330
236,150
189,255
160,704
158,277
144,435
Total gross profit
$
143,981
102,867
70,342
59,260
47,587
41,676
30,486
Other (income) expense, net
$
(11,460)
(7,940)
(1,779)
(101)
(203)
(1,654)
(1,566)
Net income
$
108,839
74,549
45,429
37,045
28,223
26,056
19,685
Weighted-average shares
(diluted) outstanding
28,688,371
28,533,380 28,402,045 28,341,795 28,199,315 28,105,690 28,011,885
Diluted net income per
share
$
3.79
2.61
1.60
1.31
1.00
0.93
0.71
Cash dividends per share (2)
$
0.20
0.16
0.16
0.13
0.13
1.18
0.11
Balance sheet data:
Working capital (3)
$
337,820
237,478
174,453
139,242
112,408
83,276
93,395
Total assets
$
543,163
440,602
367,772
316,196
279,098
247,037
244,671
Stockholders’ equity
$
497,741
393,104
321,088
278,206
243,192
217,132
222,967
Stockholders’ equity per
outstanding common share
$
17.39
13.79
11.31
9.82
8.62
7.73
7.96
(1) All share and per share information has been adjusted to reflect a 5-for-1 stock split, effected July 12, 2024.
(2) Includes a $1.07 special cash dividend paid in December 2019.
(3) Current assets minus current liabilities.
TO OUR SHAREHOLDERS:
Overall, we are pleased with our strong financial performance in 2024. Due to our continued strong cash flows
from operations, our cash balances increased by $90.1 million to $278.0 million. We made $27.4 million in capital
expenditures while keeping our balance sheet debt free. We have announced the construction of a new, energy-
efficient kiln at our Texas Lime plant in Cleburne, Texas. The new kiln and related equipment and infrastructure is
estimated to cost a total of approximately $65 million. Recently, our Board of Directors increased our regular
quarterly cash dividend by 20% to $0.06 per share.
During 2024, our revenues were $317.7 million, compared to $281.3 million in 2023, an increase of $36.5
million, or 12.9%. We realized a 14.2% increase in average selling prices for our lime and limestone products in
2024, compared to 2023, partially offset by a 1.2% decrease in sales volume. The decrease in demand for our lime
and limestone products was principally from our construction customers, partially offset by increased demand from
our industrial, environmental, and roof shingle customers.
Our gross profit increased to $144.0 million for 2024 from $102.9 million for 2023, an increase of $41.1 million,
or 40.0%. The increase in gross profit in 2024, compared to 2023, resulted primarily from the increased revenues
discussed above.
Our other (income) expense, net increased to $11.5 million income in 2024, compared to $7.9 million income
in 2023, an increase of $3.5 million, due to interest earned on higher average balances of cash and cash equivalents.
Our net income in 2024 increased $34.3 million, or 46.0%, to $108.8 million, from $74.5 million in 2023. Diluted
net income per share increased by $1.18 to $3.79 in 2024, from $2.61 in 2023.
We are grateful for the continued support of our dedicated employees, our vital customers and vendors, and our
loyal shareholders during this past year. In the face of the many challenges ahead, we remain committed to growing
and improving our performance to further enhance long-term shareholder value. We believe that our investments in
our people, our facilities, and our processes have us well positioned, both operationally and financially, to meet those
challenges together.
Timothy W. Byrne
President and CEO
2025 ANNUAL MEETING OF SHAREHOLDERS
The 2025 Annual Meeting of Shareholders will be held at the Residence Inn Dallas by the Galleria, 5460 James
Temple Drive, Dallas, Texas, 75240, on Friday, May 2, 2025, commencing at 10:00 a.m. local time.
All shareholders are urged to attend the 2025 Annual Meeting. A formal Notice of the Annual Meeting, Proxy
Statement, and Proxy Card accompany this Annual Report and Form 10-K.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-04197
United States Lime & Minerals, Inc.
(Exact name of Registrant as specified in its charter)
Texas
(State or other jurisdiction of
incorporation or organization)
75-0789226
(I.R.S. Employer
Identification Number)
5429 LBJ Freeway, Suite 230, Dallas, Texas
(Address of principal executive offices)
75240
(Zip code)
Registrant’s telephone number, including area code: (972) 991-8400
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
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 has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of Common Stock held by non-affiliates computed as of the last business day of the Registrant’s quarter ended
June 30, 2024: $773,374,833.
Number of shares of Common Stock outstanding as of February 25, 2025: 28,620,799.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant’s definitive Proxy Statement to be filed for its 2025 Annual Meeting of
Shareholders. Part IV incorporates certain exhibits by reference from the Registrant’s previous filings.
ii
TABLE OF CONTENTS
Page
Part I
ITEM 1.
BUSINESS
1
ITEM 1A.
RISK FACTORS
17
ITEM 1B.
UNRESOLVED STAFF COMMENTS
21
ITEM 1C. CYBERSECURITY
21
ITEM 2.
PROPERTIES
22
ITEM 3.
LEGAL PROCEEDINGS
22
ITEM 4.
MINE SAFETY DISCLOSURES
22
Part II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
23
ITEM 6.
[RESERVED]
24
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
25
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
32
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
33
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
54
ITEM 9A.
CONTROLS AND PROCEDURES
54
ITEM 9B.
OTHER INFORMATION
54
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
54
Part III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
55
ITEM 11.
EXECUTIVE COMPENSATION
55
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
55
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
55
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
55
Part IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
56
ITEM 16.
FORM 10-K SUMMARY
58
SIGNATURES
59
1
PART I
ITEM 1. BUSINESS.
General.
United States Lime & Minerals, Inc. (the “Company,” the “Registrant,” “We” or “Our”), which was
incorporated in 1950, conducts its business primarily through its lime and limestone operations. The Company also has
natural gas interests with respect to oil and gas rights in Johnson County, Texas. In 2024, the Company determined that
the activities of its natural gas interests did not meet the definition of an operating segment and has updated the
disclosures in this Form 10-K accordingly. Disclosures for the years ended December 31, 2023 and 2022 have been
recast to be consistent with the current year presentation. See Note 9 of the Notes to Consolidated Financial Statements
in Item 8 of this Report on Form 10-K.
The Company’s principal corporate office is located at 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240. The
Company’s telephone number is (972) 991-8400 and its internet address is www.uslm.com. The Company’s annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as well as the Company’s definitive proxy statement filed pursuant to Section 14(a) of the Exchange Act, are
available free of charge on the Company’s website as soon as reasonably practicable after the Company electronically
files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”).
Company Operations.
Business and Products. 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.
The Company produces high-quality limestone from its open-pit quarries and underground mines that it sells as
crushed limestone or processes further to produce several higher-value lime and limestone products, including
pulverized limestone (“PLS”), quicklime, hydrated lime, and lime slurry. PLS (also referred to as ground calcium
carbonate) is produced by applying heat to dry the limestone, which is then ground to granular and finer sizes. Quicklime
(calcium oxide) is produced by heating limestone to very high temperatures in kilns in a process called calcination.
Hydrated lime (calcium hydroxide) is produced by reacting quicklime with water in a controlled process. Lime slurry
(milk of lime) is a suspended solution of calcium hydroxide produced by mixing quicklime with water in a lime slaker.
Crushed limestone is used primarily in construction aggregates. PLS is used in the production of construction
materials, such as roof shingles and asphalt paving, as an additive to agriculture feeds, in the production of glass, as an
agricultural soil enhancement, in flue gas treatment for utilities and other industries requiring scrubbing of emissions for
environmental purposes and for mine safety dust in coal mining operations. Quicklime is used primarily in metal
processing, in flue gas treatment, in soil stabilization for highway, road, and building construction, as well as for oilfield
roads and drill sites, in the manufacturing of paper products, and in municipal sanitation and water treatment facilities.
Hydrated lime is used primarily in municipal sanitation and water treatment facilities, in soil stabilization for highway,
road, and building construction, in flue gas treatment, in asphalt as an anti-stripping agent, as a conditioning agent for oil
and gas drilling mud, and in the production of chemicals. Lime slurry is used primarily in soil stabilization for highway,
road and building construction.
Product Sales. In 2024, the Company sold almost all of its lime and limestone products in the states of
Arkansas, Colorado, Iowa, Kansas, Louisiana, Missouri, Oklahoma, Tennessee, and Texas. Sales were made primarily
by the Company’s eight sales employees who call on current and potential customers and solicit orders, which are
2
generally made on a purchase-order basis. The Company also receives orders in response to bids that it prepares and
submits to current and potential customers.
Principal customers for the Company’s lime and limestone products are construction customers (including
highway, road, and building contractors), industrial customers (including paper manufacturers and glass manufacturers),
environmental customers (including municipal sanitation and water treatment facilities and flue gas treatment processes),
metals producers (including steel producers), roof shingle manufacturers, agriculture (including poultry producers), and
oil and gas services companies.
Approximately 675 customers accounted for the Company’s sales of lime and limestone products during 2024.
No single customer accounted for more than 10% of such sales. The Company is generally not subject to significant
customer demand and credit risks as its customers are considerably diversified within its geographic region and by
industry concentration. However, given the nature of the lime and limestone industry, the Company’s profits are very
sensitive to changes in sales volumes, prices, and costs.
Lime and limestone products are transported by truck and rail to customers generally within a radius of 400
miles of each of the Company’s plants. All of the Company’s 2024 sales were made within the United States.
Seasonality. The Company’s sales have typically reflected seasonal trends, with the largest percentage of total
annual shipments and revenues normally being realized in the second and third quarters. Lower seasonal demand
normally results in reduced shipments and revenues in the first and fourth quarters. Inclement weather conditions
generally have a negative impact on the demand for lime and limestone products supplied to construction-related
customers, as well as on the Company’s open-pit quarrying operations.
Limestone Mineral Resources and Reserves. The Company’s limestone mineral resources and reserves
contain at least 96% calcium carbonate (CaCO3). The Company has four subsidiaries that extract limestone from
open-pit quarries: Texas Lime Company (“Texas Lime”), which operates the Texas Lime Quarry and is located near
Cleburne, Texas; Arkansas Lime Company (“Arkansas Lime”), which operates the Batesville Quarry and is located near
Batesville, Arkansas; ACT Holdings, Inc. (“ACT”), which owns the Love Hollow Quarry and is located near Cushman,
Arkansas; and Mill Creek Dolomite, LLC (“Mill Creek”), which operates the Mill Creek Quarry and is located near Mill
Creek, Oklahoma. U.S. Lime Company-St. Clair (“St. Clair”) extracts limestone from the St. Clair Mine, an
underground mine located near Marble City, Oklahoma. Carthage Crushed Limestone (“Carthage”) extracts limestone
from the Carthage Mine, an underground mine located in Carthage, Missouri. Colorado Lime Company (“Colorado
Lime”) owns property containing limestone deposits at Monarch Pass, Colorado. Existing crushed limestone stockpiles
on the property are being used to provide feedstock to the Company’s plant in Delta, Colorado. Access to all properties
is provided by paved roads and, in the case of Arkansas Lime, St. Clair, Carthage, and Mill Creek, also by rail.
The following table shows annual mined tons of limestone (in thousands) at the Company’s mining properties
for the years ended December 31, 2024, 2023, and 2022:
Tons Mined
(in thousands of tons)
Mine/Location
2024
2023
2022
Texas Lime Quarry
1,450
1,575
1,610
Batesville Quarry
601
785
1,017
Love Hollow Quarry
413
266
57
St. Clair Mine
466
477
533
Carthage Mine
671
625
645
Mill Creek Quarry
250
169
162
Total Production
3,851
3,897
4,024
3
During 2023, the Company engaged SYB Group, LLC (“SYB”) to serve as the Qualified Person (“QP”) to
update estimates of the Company’s limestone mineral resources and reserves, as of December 31, 2023, at its quarries
and mines at Texas Lime, Batesville, Love Hollow, and St. Clair (collectively, the “Material Properties”) and provide
Technical Report Summaries (“TRSs”) to file as Exhibits 96.1-96.4 to its Report on its Form 10-K for the year ended
December 31, 2023. The QP was not retained to prepare estimates at Carthage, Mill Creek, or Colorado because the
Company had not completed a drilling program sufficient to enable the QP to prepare estimates of the limestone mineral
resources and reserves at those properties.
The Company has not conducted a drilling program on any of the Material Properties subsequent to the
December 31, 2023 effective date of the 2023 TRSs. In the 2023 TRSs, limestone resources and reserves were
calculated using a $12.70 per ton price assumption for crushed limestone based on the U.S. Geological Survey Mineral
Commodity Summaries 2023. The U.S. Geological Survey Mineral Commodity Summaries 2024 increased the price to
$14.15 per ton, but the QP has determined that this change in price did not have a material impact on the calculation of
the reserves and resources and that all material assumptions and information from the TRSs for Material Properties as of
December 31, 2023 remain current as of December 31, 2024. The Company has not asked the QP to produce updated
TRSs as of December 31, 2024, and it has continued to present limestone and mineral resources and reserves for all
Material Properties using the 2023 $12.70 per ton price assumption for crushed limestone.
Summaries of the Company’s total limestone mineral resources and reserves for all Material Properties as of
December 31, 2024 and 2023 are shown below. The terms Mineral Resource, Measured Resources, Indicated
Resources, Mineral Reserves, Proven Reserves, and Probable Reserves are defined in accordance with SEC Regulation
S-K subpart 229.1300 governing disclosures by registrants engaged in mining operations. Limestone mineral resources
are presented exclusive of limestone mineral reserves.
Summary of Total Limestone Mineral Resources - Exclusive of Mineral Reserves - as of December 31, 2024, Based on $12.70 per Ton
(in thousands of tons)
Measured
Resources (tons)
Cutoff Grade
Indicated
Resources (tons)
Cutoff Grade
Measured + Indicated
Resources (tons)
Cutoff Grade
18,193
Above 96.0%
(CaCO3)
137,986
Above 96.0%
(CaCO3)
156,179
Above 96.0%
(CaCO3)
Summary of Total Limestone Mineral Resources - Exclusive of Mineral Reserves - as of December 31, 2023, Based on $12.70 per Ton
(in thousands of tons)
Measured
Resources (tons)
Cutoff Grade
Indicated
Resources (tons)
Cutoff Grade
Measured + Indicated
Resources (tons)
Cutoff Grade
18,193
Above 96.0%
(CaCO3)
137,986
Above 96.0%
(CaCO3)
156,179
Above 96.0%
(CaCO3)
Summary of Total Limestone Mineral Reserves as of December 31, 2024, Based on $12.70 per Ton
(in thousands of tons)
Proven Reserves
(tons)
Cutoff Grade
Probable Reserves
(tons)
Cutoff Grade
Total Mineral Reserves
(tons)
Cutoff Grade
154,863
Above 96.0%
(CaCO3)
72,037
Above 96.0%
(CaCO3)
226,900
Above 96.0%
(CaCO3)
Summary of Total Limestone Mineral Reserves as of December 31, 2023, Based on $12.70 per Ton
(in thousands of tons)
Proven Reserves
(tons)
Cutoff Grade
Probable Reserves
(tons)
Cutoff Grade
Total Mineral Reserves
(tons)
Cutoff Grade
157,863
Above 96.0%
(CaCO3)
72,037
Above 96.0%
(CaCO3)
229,900
Above 96.0%
(CaCO3)
Set forth below is a description of each of the Company’s limestone mining properties. The Company
considers the four mining properties associated with Texas Lime, Batesville, Love Hollow, and St. Clair to be material
for purposes of application of SEC Regulation S-K subpart 229.1300. Included in the description of each of these four
4
Material Properties are disclosures with respect to such property’s limestone mineral resources and reserves. For
additional information with respect to the Material Properties, see the TRSs prepared by SYB, updated as of
December 31, 2023, in Exhibits 96.1-96.4 to this Report on Form 10-K.
Texas Lime owns the Texas Lime Quarry and has crushed limestone, PLS, quicklime, and hydrated lime
production facilities, located on approximately 5,200 acres of land in Johnson County, Texas that contains known
high-quality limestone mineral resources in a bed averaging 25 to 35 feet in thickness. As of December 31, 2024, the
total net book value of the Texas Lime Quarry was $14.2 million. As of December 31, 2024, the Texas Lime Quarry
had 58.2 million tons of proven limestone mineral reserves and 47.5 million tons of probable limestone mineral reserves.
Based on the current level of production and recovery rates, the Company estimates that these reserves are sufficient to
sustain its limestone operations for approximately 70 years.
The following is a map of the Texas Lime Quarry location:
5
The tables below summarize the limestone mineral resources and reserves at the Texas Lime Quarry as of
December 31, 2024 and 2023:
Texas Lime Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
Cutoff Grade
Processing Recovery
Measured Mineral
Resources
-
96.0(CaCO3)
N/A
-
96.0(CaCO3)
N/A
Indicated Mineral
Resources
-
-
N/A
-
-
N/A
Total Measured +
Indicated Resources
-
96.0(CaCO3)
N/A
-
96.0(CaCO3)
N/A
Texas Lime Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Reserves (tons) Cutoff Grade Mining Recovery
Reserves (tons)
Cutoff Grade
Mining
Recovery
Proven Reserves
58,233
96.0(CaCO3)
95%
59,989
96.0(CaCO3)
95%
Probable Reserves
47,532
96.0(CaCO3)
95%
47,532
96.0(CaCO3)
95%
Total Mineral
Reserves
105,765
96.0(CaCO3)
95%
107,521
96.0(CaCO3)
95%
6
Arkansas Lime owns the Batesville Quarry and has crushed limestone, PLS, quicklime, and hydrated lime
production facilities, located on approximately 1,260 acres of land located in Independence County, Arkansas that
contains known high-quality limestone mineral resources in a bed averaging 60 feet in thickness. As of December 31,
2024, the Batesville Quarry had a net book value of $3.9 million. As of December 31, 2024, the Batesville Quarry had
8.2 million tons of indicated limestone mineral resources, 6.9 million tons of proven limestone mineral reserves, and 3.5
million tons of probable limestone mineral reserves. Based on forecasted production levels and recovery rates, the
Company estimates that these reserves are sufficient to sustain its limestone operations for approximately 18 years.
The following is a map of the Batesville Quarry location:
1375000
1380000
1385000
1390000
1395000
1400000
525000
530000
535000
540000
LITTLE ROCK
Batesville 6.8 miles
Map Legend
Source USGS Topographic Map
Scale: 1" = 5000'
Coordinates: State Plane North American
Datum 83 Feet
Red Outline: Plant Area
Black Outline: ALC Property
Red Outline: Plant Area
Blue Outline: Office and Rail Loadout
Orange Line: Railroad and Rail Spurs
Green Line: Road to Plant
Note:
Regional Map
Source: Arkansas Highway Department
One Mile
State Hwy. 106
Rail Line
Plant
SYB Group, 2021
Office &
Second Rail Load Out
Mine
7
The tables below summarize the limestone mineral resources and reserves at the Batesville Quarry as of
December 31, 2024 and 2023:
Batesville Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
Cutoff Grade
Processing Recovery
Measured Mineral
Resources
-
96.0(CaCO3)
N/A
-
96.0(CaCO3)
N/A
Indicated Mineral
Resources
8,239
96.0(CaCO3)
N/A
8,239
96.0(CaCO3)
N/A
Total Measured +
Indicated Resources
8,239
96.0(CaCO3)
N/A
8,239
96.0(CaCO3)
N/A
Batesville Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Reserves (tons) Cutoff Grade Mining Recovery(1)
Reserves (tons)
Cutoff Grade
Mining Recovery(1)
Proven Reserves
6,877
96.0(CaCO3)
82%/75%
7,407
96.0(CaCO3)
82%/75%
Probable Reserves
3,458
96.0(CaCO3)
82%/75%
3,458
96.0(CaCO3)
82%/75%
Total Mineral
Reserves
10,335
96.0(CaCO3)
82%/75%
10,865
96.0(CaCO3)
82%/75%
(1) Mining recovery is listed as open-pit/underground recovery.
In 2005, the Company acquired the Love Hollow Quarry, which is owned by ACT and associated with
Arkansas Lime, located on approximately 2,500 acres of land in Izard County, Arkansas. In 2022, the Company
improved and developed the transportation infrastructure between the Love Hollow Quarry and Arkansas Lime’s
production facilities, incurred other development costs to prepare the Love Hollow Quarry for mining, and began
sourcing a portion of the Arkansas Lime plant’s limestone requirements from the Love Hollow Quarry. As of
December 31, 2024, the Love Hollow Quarry had a net book value of $5.4 million. As of December 31, 2024, the Love
Hollow Quarry had 10.4 million tons of measured limestone mineral resources, 67.8 million tons of proven limestone
mineral reserves, and 21.0 million tons of probable limestone mineral reserves. Based on forecasted production levels
and recovery rates, the Company estimates that these reserves are sufficient to sustain its limestone operations for
approximately 80 years.
8
The following is a map of the Love Hollow Quarry location:
The tables below summarize the limestone mineral resources and reserves at the Love Hollow Quarry as of
December 31, 2024 and 2023:
Love Hollow Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
Cutoff Grade
Processing Recovery
Measured Mineral
Resources
10,392
96.0(CaCO3)
N/A
10,392
96.0(CaCO3)
N/A
Indicated Mineral
Resources
-
-
N/A
-
-
N/A
Total Measured +
Indicated Resources
10,392
96.0(CaCO3)
N/A
10,392
96.0(CaCO3)
N/A
Love Hollow Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Reserves (tons) Cutoff Grade Mining Recovery(1)
Reserves (tons)
Cutoff Grade
Mining Recovery(1)
Proven Reserves
67,795
96.0(CaCO3)
95%/75%
68,176
96.0(CaCO3)
95%/75%
Probable Reserves
21,047
96.0(CaCO3)
95%/75%
21,047
96.0(CaCO3)
95%/75%
Total Mineral
Reserves
88,842
96.0(CaCO3)
95%/75%
89,223
96.0(CaCO3)
95%/75%
(1) Mining recovery is listed as open-pit/underground recovery.
1340000
1345000
1350000
1355000
1360000
1365000
1370000
1375000
1380000
1385000
1390000
550000
555000
560000
565000
570000
LITTLE ROCK
Map Legend
Source USGS Topographic Map
Scale: 1" = 7000'
Coordinates: State Plane North American Datum 83 Feet
Black Outline: ACT Property
Red Outline: Mine and Crusher Circuit
Orange Line: Railroad and Rail Spur
Note:
Regional Map
Source: Arkansas Highway Department
Cushman, Arkansas
County Roads
State Highway 69
To Arkansas Lime Plant
One Mile
9
St. Clair operates the St. Clair Mine and has crushed limestone, PLS, quicklime, and hydrated lime production
facilities located on approximately 1,400 acres that it owns in Sequoyah County, Oklahoma containing high-quality
limestone resources and also has long-term mineral leases that provide the right to mine high-quality limestone resources
contained in approximately 1,340 adjacent acres. As of December 31, 2024, the St. Clair Mine had a net book value of
$7.7 million. As of December 31, 2024, the St. Clair Mine had 7.8 million tons of measured limestone mineral
resources, 129.7 million tons of indicated limestone mineral resources, and 22.0 million tons of proven limestone
mineral reserves. Based on the current levels of production and recovery rates, the Company estimates that these
reserves are sufficient to sustain its limestone operations for approximately 48 years.
The following is a map of the St. Clair Mine location:
The tables below summarize the limestone mineral resources and reserves at the St. Clair Mine as of
December 31, 2024 and 2023:
St. Clair Mine - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
Cutoff Grade
Processing Recovery
Measured Mineral
Resources
7,801
96.0(CaCO3)
N/A
7,801
96.0(CaCO3)
N/A
Indicated Mineral
Resources
129,747
96.0(CaCO3)
N/A
129,747
96.0(CaCO3)
N/A
Total Measured +
Indicated Resources
137,548
96.0(CaCO3)
N/A
137,548
96.0(CaCO3)
N/A
2895000
2900000
2905000
2910000
2915000
2920000
220000
225000
230000
235000
240000
245000
Map Legend
Source: USGS Topographic Map
Scale: 1" = 5000'
Coordinates: State Plane North American Datum 83
Black Outline: ST Clair Lime Property Boundary
Magenta Outline: Plant Area
Blue Triangle: UG Mine Portal
Black Circle: Crushing Circuit
Light Blue Line: Railroad Spur
Orange Line: County Highways
Red Line: Highway and Rail Spur
Purple Line: Rail Main Line
Note:
Regional Map
Source: Oklahoma Highway Department
One Mile
Road: S4590
Road: S4620
Sallisaw and
Interstate Highway 40
11 miles
10
St. Clair Mine - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2024
as of December 31, 2023
Resource Category
Reserves (tons) Cutoff Grade Mining Recovery
Reserves (tons)
Cutoff Grade
Mining Recovery
Proven Reserves
21,958
96.0(CaCO3)
81%
22,291
96.0(CaCO3)
81%
Probable Reserves
-
96.0(CaCO3)
81%
-
96.0(CaCO3)
81%
Total Mineral
Reserves
21,958
96.0(CaCO3)
81%
22,291
96.0(CaCO3)
81%
Carthage operates the Carthage Mine and has crushed limestone production facilities located on approximately
800 acres that it owns containing high-quality limestone. In addition, Carthage has the right to mine the high-quality
limestone contained in approximately 760 adjacent acres pursuant to long-term mineral leases.
Mill Creek operates the Mill Creek Quarry and production facilities located on approximately 570 acres that it
owns where it mines and processes crushed dolomitic limestone.
Colorado Lime acquired the Monarch Pass Quarry in November 1995 and has not carried out any mining on the
property. The Monarch Pass Quarry, which had been operated for many years until the early 1990s, contains a mixture
of limestone types, including high-quality calcium limestone.
Internal Controls Over Limestone Mineral Resources and Reserves Estimates. Internal control procedures
followed by the Company’s Quality Control/Quality Assurance Laboratories (“QC/QA Lab”) and its contract geologists
when assessing properties for limestone mineral resources and reserves estimates are clearly defined. When undertaken,
core drilling is conducted under the direct supervision of the geologists, and all core data is logged using a standard
protocol. The geologists are responsible for examining the core and compiling an interval list for X-Ray Florescence
(“XRF”) analysis. Splits of cores are bagged and labeled with the depth interval to be analyzed, with the remaining split
boxed and stored for reference. Bagged intervals are submitted to the Company’s certified QC/QA Lab for XRF
analysis, with any samples not destroyed by the testing process retained at the Company’s core storage facility. On an
ongoing basis, the QC/QA Lab analyzes production samples for cutoff grade consistency with expectations used in the
estimates for limestone mineral resources and reserves.
When classifying limestone mineral resources and reserves, the Company’s contract geologists apply a fixed
cutoff grade and set parameters of geologic confidence to classify the respective resources and reserves. Company
management reviews the geologists’ assessments for reasonableness.
Quarrying and Mining. The Company extracts limestone by the open-pit method at its Texas, Batesville,
Love Hollow, and Mill Creek Quarries. The Monarch Pass Quarry is also an open-pit quarry but is not being mined at
this time. The open-pit method consists of removing any overburden comprising soil and other substances, including
inferior limestone, and then extracting the exposed high-quality limestone. The Company removes such overburden by
utilizing both its own employees and equipment and those of outside contractors. Open-pit mining is generally less
expensive than underground mining. The principal disadvantage of the open-pit method is that operations are subject to
inclement weather and overburden removal. The limestone is extracted by drilling and blasting, utilizing standard mining
equipment. At the St. Clair and Carthage mines, the Company mines limestone underground using room and pillar
mining. The Company has no knowledge of any recent changes in the physical quarrying or mining conditions on any of
our properties that have materially affected quarrying or mining operations.
Plants and Facilities. After extraction, the limestone is further crushed and screened to produce crushed
limestone, and, in the case of PLS, ground and dried, or, in the case of quicklime, processed in kilns. Quicklime may
then be further processed in hydrators and slakers to produce hydrated lime and lime slurry. The Company produces and
distributes crushed limestone, PLS, and quicklime products at five plants, six lime slurry facilities, and three terminal
facilities. All of its plants and facilities are accessible by paved roads, and, in the case of the Arkansas Lime, St. Clair
and Carthage plants, the Love Hollow Quarry, and the terminal facilities, also by rail.
11
In addition to the Company’s production of crushed limestone at each of its plants, the following Company
plants produce additional lime and limestone products:
The Texas Lime plant has an annual capacity of approximately 470 thousand tons of quicklime from two
preheater rotary kilns. The plant also has PLS equipment, which, depending on the product mix, has the capacity to
produce approximately 800 thousand tons of PLS annually. In 2024, we received the necessary permit to construct a
new vertical kiln at the Texas Lime plant. We estimate that the construction costs of the new kiln and related equipment
and infrastructure will total approximately $65 million. Through December 2024, we have incurred $1.6 million and
have outstanding purchase obligations of $31.7 million.
The Arkansas Lime plant is situated at the Batesville Quarry. Utilizing three preheater rotary kilns, this plant
has an annual capacity of approximately 650 thousand tons of quicklime. The Arkansas Lime plant is approximately 21
miles from the Love Hollow Quarry, to which it is connected by railroad. Arkansas Lime’s PLS and hydrating facilities
are situated on a tract of 290 acres located approximately two miles from the Batesville Quarry, to which it is connected
by a Company-owned railroad. The PLS equipment, depending on the product mix, has the capacity to produce
approximately 300 thousand tons of PLS annually.
The St. Clair plant has an annual capacity of approximately 250 thousand tons of quicklime from one vertical
kiln and one preheater rotary kiln. The plant also has PLS equipment, which has the capacity to produce approximately
150 thousand tons of PLS annually.
The Carthage plant has facilities located next to the Carthage Mine that produce both crushed limestone and
PLS. The equipment has the capacity to produce approximately 900 thousand tons annually.
The Mill Creek plant has facilities located next to the Mill Creek Quarry that produce dolomitic PLS products.
The equipment has the capacity to produce approximately 300 thousand tons annually.
The Company also maintains lime hydrating and bagging equipment at the Texas, Arkansas, and St. Clair
plants. Storage facilities for lime and limestone products at each plant consist primarily of cylindrical tanks, which are
considered by the Company to be adequate to protect its lime and limestone products and to provide an available supply
for customers’ needs at the expected volumes of shipments. Equipment is maintained at each plant to load trucks and, at
the Arkansas Lime, St. Clair, and Mill Creek plants, to load railroad cars.
Colorado Lime operates a limestone grinding and bagging facility with an annual capacity of approximately
125 thousand tons, located on approximately three and one-half acres of land in Delta, Colorado.
During 2024, the Company’s utilization rate was approximately 69% of its total annual production capacity for
its lime and limestone.
U.S. Lime Company uses quicklime to produce lime slurry, and has four Houston area facilities, including two
distribution terminals connected to railroads, to serve the Greater Houston area construction market and four facilities to
serve the Dallas-Ft. Worth Metroplex. The Company established U.S. Lime Company-Transportation to deliver some of
the Company’s products to its customers and facilities primarily in Texas.
U.S. Lime Company-Shreveport operates a distribution terminal in Shreveport, Louisiana, which is connected
to a railroad, to provide lime storage, hydrating, slurrying, and distribution capacity to service markets in Louisiana and
East Texas.
The Company believes that its plants and facilities are adequately maintained and insured.
Human Capital Resources. The Company is committed to attracting and retaining the best and brightest talent
to meet the current and future needs of its business. Attracting, retaining, motivating, and investing in the development
of human capital resources is a critical part of the Company’s commitment to environmental, social, and governance
(“ESG”) and sustainability issues.
12
At December 31, 2024, the Company employed 345 persons, 114 of whom were represented by unions. The
Company is a party to three collective bargaining agreements. The collective bargaining agreement for the Carthage
facilities expires in May 2025. The collective bargaining agreement for the Texas facilities expires in November 2026.
The collective bargaining agreement for the Arkansas facilities expires in January 2029. Overall, the Company believes
that its employee relations are generally good.
Employee Retention and Incentivization. The Company has entered into a new employment agreement with
Timothy W. Byrne, its President and Chief Executive Officer (“CEO”). Mr. Byrne’s employment agreement has been
extended until December 31, 2028 and will continue thereafter for successive one-year periods unless the Company or
Mr. Byrne gives at least one year’s prior written notice of intent not to renew. Under the employment agreement, in
addition to the possibility of a discretionary cash bonus, Mr. Byrne is entitled each year to an EBITDA cash bonus
opportunity under the United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan, as Amended and Restated
(the “Plan”), and he is also entitled to grants of restricted stock under the Plan.
Mr. Byrne’s employment agreement provides that Mr. Byrne is subject to certain compensation recovery and
share ownership provisions designed to align Mr. Byrne’s financial interests with those of the Company’s long-term
shareholders, and to ensure that he is incentivized not to take actions that may benefit the Company and its shareholders
in the short-term at the expense of long-term corporate value creation and sustainability. In particular, in entering into
the employment agreement with Mr. Byrne, the Company’s Board of Directors and Compensation Committee were
sensitive to how Mr. Byrne’s leadership and actions could further the Company’s various objectives, including human
capital resources development and executive succession planning.
With respect to the Company’s broader employee base, certain employees are eligible to receive annual cash
bonuses based on discretionary determinations. Except in the case of Mr. Byrne, the Company has not adopted a formal
or informal annual bonus arrangement with pre-set performance goals. Rather, the determination to pay a cash bonus, if
any, is made in December each year based on the past performance of the individual and the Company or on the
attainment of non-quantified performance goals during the year. In either such case, the discretionary bonus may be
based on the specific accomplishments of the individual and/or on the overall performance of the Company. The
amounts of the discretionary bonuses for 2024 were based on each employee’s individual performance and
accomplishments, as well as those of the Company, including productivity, sales, controlling costs, and contributions
made to special projects.
In addition to cash bonuses, the Company makes equity awards to certain individuals under the Plan. The
Company uses equity awards granted under the Plan as a means to attract, retain, and motivate the Company’s directors,
officers, employees, and consultants. The Company views the use of equity awards under the Plan as an important
means of aligning the interests of its employees with those of its shareholders.
Employee Health and Safety. The Company believes that it is responsible to its employees to provide a safe
and healthy workplace environment. The Company seeks 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.
Employee Development and Training. The Company encourages and supports the growth and development of
its employees. It advances continual learning and career development through ongoing performance and development
conversations or evaluations with employees and internally and externally developed training programs. The Company
also provides reimbursement for certain educational programs relating to the Company’s business.
Employee Diversity and Inclusion. The Company is committed to fostering a work environment that values and
promotes diversity and inclusion. This commitment includes providing equal access to, and participation in, equal
employment opportunities, programs, and services, without regard to a person’s gender, nationality, race, and ethnicity.
The Company is focused on the development and fair treatment of its employees, including equal employment hiring
practices and policies, anti-harassment, and anti-retaliation policies. The Company is continuing to invest in efforts to
create a more diverse and inclusive workforce and workplace environment.
13
Competition. The lime industry is highly regionalized and competitive, with price, quality, ability to meet
customer demands and specifications, proximity to customers, personal relationships, and timeliness of deliveries being
the prime competitive factors. The Company’s competitors are predominantly private companies.
The lime industry is characterized by high barriers to entry, including: the scarcity of high-quality limestone
deposits on which the required zoning and permitting for extraction can be obtained; the need for lime plants and
facilities to be located close to markets, paved roads, and railroad networks to enable cost-effective production and
distribution; clean air and anti-pollution regulations, including those related to greenhouse gas emissions, which make it
more difficult to obtain permitting for new sources of emissions, such as lime kilns; and the high capital cost of the
plants and facilities. These considerations reinforce the premium value of operations having permitted, long-term,
high-quality limestone resources and good locations and transportation relative to markets.
Lime producers tend to be concentrated on known high-quality limestone formations where competition takes
place principally on a regional basis. While the steel industry and environmental-related users are the largest market
sectors, the lime industry also counts chemical users and other industrial users, including paper manufacturers, oil and
gas services and highway, road and building contractors, among its major customers.
In recent years, the lime industry has experienced reduced demand from certain industries as they have
experienced cyclical or secular downturns. For example, demand from the Company’s steel and oil and gas services
customers has tended to vary with the demand for their products and services, which has continued to be cyclical. In
addition, utility plants have been using more natural gas and renewable sources for power generation instead of coal,
with the permitting of new coal-fired utility plants having become extremely difficult, which has reduced their demand
for lime and limestone for flue gas treatment processes. These reductions in demand have resulted in increased
competitive pressures, including pricing and competition for certain customer accounts, in the industry.
Consolidation in the lime industry has left the three largest companies accounting for more than two-thirds of
North American production capacity. In addition to the consolidations, and often in conjunction with them, many lime
producers have undergone modernization and expansion and development projects to upgrade their processing
equipment in an effort to improve operating efficiency. The Company believes that its modernization and expansion
projects in Texas, Arkansas, and Oklahoma and its recent acquisitions, along with its lime slurry operations in Texas,
should allow it to continue to remain competitive, protect its markets and position itself for the future. In addition, the
Company will continue to evaluate internal and external opportunities for expansion, growth and increased profitability,
as conditions warrant, or opportunities arise. The Company may have to revise its strategy or otherwise consider ways
to enhance the value of the Company, including by entering into strategic partnerships, mergers or other transactions.
Compliance with Government Regulations. The Company is subject to various federal, state, and local laws
and regulations that may materially impact the Company’s financial condition, results of operations, cash flows and
competitive position. These include laws and regulations relating to the environment, zoning and land use, mine
permitting and operations, mine safety, and reclamation and remediation.
Environmental Laws. The Company owns or controls large areas of land on which it operates limestone
quarries, two underground mines, lime plants, and other facilities with inherent environmental responsibilities,
compliance costs, and liabilities. These include maintenance and operating costs for pollution control equipment, the
cost of ongoing monitoring and reporting programs, the cost of reclamation efforts, and other similar environmental
costs and liabilities.
The Company’s operations are subject to various federal, state, and local laws and regulations relating to the
environment, health and safety, and other regulatory matters, including the Clean Air Act, the Clean Water Act, the
Resource Conservation and Recovery Act, the Emergency Planning and Community Right-to-Know Act, the
Comprehensive Environmental Response, Compensation and Liability Act, and analogous state and local laws, including
state mining and reclamation statutes and regulations (“Environmental Laws”). These Environmental Laws grant the
United States Environmental Protection Agency (the “EPA”), state governmental agencies, and local governments the
authority to promulgate and enforce regulations that could result in substantial expenditures on pollution control, waste
management, permitting compliance activities, and mining reclamation. Many Environmental Laws also authorize
private citizens and interest groups to file lawsuits in court to enforce alleged violations. Changes in policy or political
14
leadership may affect how Environmental Laws are interpreted or enforced by the EPA and state governmental agencies.
The failure to comply with Environmental Laws may result in administrative and civil penalties, injunctive relief, and
criminal prosecution. The Company has not been named as a potentially responsible party in any federal superfund
cleanup site or state-led cleanup site.
The rate of change of Environmental Laws continues to be rapid, and compliance can require significant
expenditures. Permits and other authorizations under Environmental Laws are required for the Company’s operations,
and such permits are subject to modification during the permit renewal process and, in very rare instances, could be
revoked.
The Clean Air Act and analogous state laws require the Company to obtain authorization to construct or modify
existing facilities, and its lime plants are subject to operating permits that have significant ongoing compliance costs.
Over time, the EPA has increased the stringency of the National Ambient Air Quality Standards (“NAAQS”), which are
used to establish air emission permitting limits under the Clean Air Act. The EPA has lowered ozone standards and
reclassified areas where State Implementation Plans (“SIPs”) exist. In 2015, the EPA issued a rule establishing the
ground-level ozone NAAQS at 70 parts per billion. In 2024, the EPA redesignated the Dallas-Fort Worth nonattainment
area, which includes the Texas Lime facility, as a severe nonattainment area under the 2008 ozone standard and a serious
nonattainment area under the 2015 ozone standard. The EPA has set attainment dates of August 2027 for the 2008
ozone standard and July 2027 for the 2015 ozone standard. Texas is in the process of developing regulations in response
to the redesignations to reduce emissions of nitrogen oxides and volatile organic compounds, which will likely involve
more stringent permitting requirements for stationary sources.
In February 2024, the EPA issued a final rule reducing the NAAQS for fine particulate matter. This regulation
will significantly increase nonattainment areas across the United States, potentially including areas where the Company
operates. States with delegated permitting authority under the Clean Air Act will be required to revise their SIPs
accordingly, which may involve more stringent permitting requirements.
In July 2024, under Section 112 of the Clean Air Act, the EPA finalized amendments to the National Emission
Standards for Hazardous Air Pollutants (“NESHAPs”) for lime plants, which revise the standards required to meet the
maximum achievable control technology (“MACT”) at major sources of hazardous air pollutants within the lime
industry. The revised MACT rule establishes stringent emission limitations for additional hazardous air pollutants which
require additional pollution control equipment at lime kilns subject to the rule.
EPA regulations require large emitters of greenhouse gases, including the Company’s plants, to collect and
report greenhouse gas emissions data. The EPA has previously indicated that it will use the data collected through the
greenhouse gas reporting rules to decide whether to promulgate future greenhouse gas emission limits. The EPA and
delegated states also regulate greenhouse gas emissions under the New Source Review permitting and Federal Operating
Permit programs for facilities that are otherwise subject to permitting based on their emissions of conventional, non-
greenhouse gas pollutants. Thus, any new facilities or major modifications to existing facilities that exceed the federal
New Source Review emission thresholds for conventional pollutants may be required to use “best available control
technology” and energy efficiency measures to minimize greenhouse gas emissions.
Although the timing and impact of climate change legislation and of regulations limiting greenhouse gas
emissions are uncertain, the consequences of such legislation and regulation are potentially significant for the Company
because the production of CO2 is inherent in the manufacture of lime through the calcination of limestone and
combustion of fossil fuels. Future greenhouse gas rulemakings could affect New Source Review permitting or other
permitting programs and, thereby, increase the time and costs of plant upgrades and expansions. The passage of climate
change legislation, and other regulatory initiatives by the Congress, the states, or the EPA that restrict or tax emissions of
greenhouse gases, could adversely affect the Company. There is no assurance that changes in the law or regulations will
not be adopted, such as the imposition of greenhouse gas emission limits, a carbon tax, a cap-and-trade program
requiring the Company to purchase carbon credits, or other measures that would require reductions in emissions or
changes to raw materials, fuel use, or production rates. Such changes, if adopted, could have a material adverse effect on
the Company’s financial condition, results of operations, cash flows, and competitive position.
15
These and similar rulemakings could increase the cost of future plant modifications or expansions, may make it
difficult or impossible to obtain new authorizations and permits for new facilities, may require the Company to purchase
emissions offsets as a condition of new authorizations and permits, and may increase compliance costs and have a
material adverse effect on the Company’s financial condition, results of operations, cash flows, and competitive position.
In addition to regulation, court cases have been filed and decisions issued that may increase the risk of claims
being filed by third parties against companies for their greenhouse gas emissions. Such cases may seek to challenge air
permits, to force reductions in greenhouse gas emissions, or to recover damages for alleged climate change impacts.
The Company also holds permits for process water and storm water discharges and must comply with the Clean
Water Act and analogous state laws and regulations. Any failure to comply with these permits could result in fines or
other penalties. Material changes to the terms of these permits or changes to regulations affecting water discharges in
the future could also increase compliance costs.
The manufacturing of quicklime and hydrated lime requires significant volumes of water. The Company
operates multiple groundwater wells to provide water to its plants. Groundwater pumping is subject to increased
regulation, and in some areas the Company is required to obtain permits from groundwater conservation districts to
pump groundwater. Any failure to comply with these permits could result in fines or other penalties, and future changes
that restrict the quantities of groundwater that may be pumped may limit production and increase compliance costs.
The Company incurred capital expenditures related to environmental matters of $1.0 million, $1.5 million, and
$0.8 million in 2024, 2023, and 2022, respectively. The Company’s recurring costs associated with managing
environmental permitting and waste recycling and disposal (e.g., used oil and lubricants) and maintaining pollution
control equipment amounted to $0.8 million, $0.9 million, and $0.4 million in 2024, 2023, and 2022, respectively.
Mine Safety. The Company’s mining operations are also subject to regulation under the Federal Mine Safety
and Health Act of 1977 (the “Mine Act”). The Mine Act has been construed as authorizing the Mine Safety and Health
Administration (“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.
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 vacated. 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 that they have received from MSHA, or complaints of discrimination by miners under
section 105 of the Mine Act.
For further information, see Exhibit 95.1 to this Report on Form 10-K.
Reclamation and Remediation. The Company recognizes legal reclamation and remediation obligations
associated with the retirement of long-lived assets at their fair value at the time the obligations are incurred (“Asset
Retirement Obligations” or “AROs”). Some of the states the Company operates in have reclamation regulations to
properly reclaim surface mines. These regulations require permitting with the respective state to ensure reclamation
obligations are met. Over time, the liability for AROs is recorded at its present value each period through accretion
16
expense, and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, the
Company either settles the ARO for its recorded amount or recognizes a gain or loss. AROs are estimated based on
studies and the Company’s process knowledge and estimates and are discounted using an appropriate interest rate. The
AROs are adjusted when further information warrants an adjustment. The Company believes its accrual of $1.5 million
for AROs at December 31, 2024 is reasonable.
Map of United States Lime & Minerals, Inc. Lime and Limestone Operations.
17
ITEM 1A. RISK FACTORS.
Industry Risks
Our operations are affected by general economic conditions in the United States and specific economic
conditions in particular industries.
General and industry specific economic conditions in the United States could lead to reduced demand for our
lime and limestone products. Specifically, demand from our utility customers has decreased due to the continuing trend
in the United States to retire coal-fired utility plants. Our construction, steel, and oil and gas services customers reduce
their purchase volumes, at times, due to cyclical economic conditions in their industries. Any overall reduction in
demand for lime and limestone products could result in increased competitive pressures, including pricing pressure and
competition for certain customer accounts, from other lime producers.
For us to maintain or increase our profitability, we must maintain or increase our revenues and improve cash
flows, manage our capital expenditures, and control our operational and selling, general and administrative expenses. If
we are unable to maintain our revenues and control our costs in these uncertain economic and regulatory times, our
financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.
Our mining and other operations are subject to operating risks that are beyond our control, which could
result in materially increased operating expenses and decreased production and shipment levels that could materially
adversely affect our operations and their profitability.
We mine limestone in open-pit and underground mining operations and process and distribute that limestone
through our plants and other facilities. Certain factors beyond our control could disrupt our operations, adversely affect
production and shipments, and increase our operating costs, all of which could have a material adverse effect on our
results of operations. These include geological formation problems that may cause poor mining conditions, variability of
chemical or physical properties of our limestone, an accident or other major incident at a site that may cause all or part of
our operations to cease for some period of time and increase our expenses, mining, processing, and plant equipment
failures and unexpected maintenance problems that may cause disruptions and added expenses, strikes, job actions, or
other work stoppages that may disrupt our operations or those of our suppliers, contractors, or customers and increase
our expenses, and adverse weather conditions and natural disasters, such as hurricanes, tornadoes, excessive rains,
flooding, ice storms, freezing weather, drought, wild fires, earthquakes, and other natural events, that may affect
operations, transportation, fuel supply, or our suppliers, contractors, or customers.
If any of these conditions or events occurs, our operations may be disrupted, we could experience a delay or
halt of production or shipments, our operating costs could increase significantly, and we could be exposed to fines,
penalties, assessments, and other liabilities. If our insurance coverage is limited or excludes a given condition or event,
we may not be able to recover in full the losses that we may incur as a result of such conditions or events, some of which
may be substantial.
18
The lime and limestone industry is highly regionalized and competitive.
Our competitors are predominately large private companies. The primary competitive factors in the lime
industry are price, quality, ability to meet customer demands and specifications, proximity to customers, personal
relationships, and timeliness of deliveries, with varying emphasis on these factors depending upon the specific product
application. To the extent that one or more of our competitors becomes more successful with respect to any key
competitive factor, we may find it difficult to increase or maintain our prices or to retain certain customer accounts, and
our financial condition, results of operations, cash flows, and competitive position could be materially adversely
affected.
Business and Financial Risks
In the normal course of our operations, we face various business and financial risks, including increased
energy, labor, and parts and supplies costs, that could have a material adverse effect on our financial position, results
of operations, cash flows, and competitive position. Not all risks are foreseeable or within our ability to control.
These risks arise from various factors, including, but not limited to, fluctuating demand and prices for our lime
and limestone products, including as a result of downturns in the economy and in the construction, industrial, steel, and
oil and gas services industries, and reduced demand from coal-fired utility plants, increased competitive pressures from
other lime producers, changes in inflationary expectations, changes in legislation and regulations, including
Environmental Laws, health and safety regulations, and requirements to renew or obtain operating permits, our ability to
produce and store quantities of lime and limestone products sufficient in amount and quality to meet customer demands
and specifications, the success of our modernization, expansion and development, and acquisition strategies, the
uncertainty of our ability to sell any increased production capacity at acceptable prices, our ability to execute our
strategies and complete projects on time and within budget, our ability to integrate, refurbish, and/or improve acquired
facilities, our access to capital, volatile costs, especially energy costs, inclement weather and the effects of seasonal
trends.
We receive most of our coal and petroleum coke by rail, so the availability of sufficient solid fuels to run our
plants could be diminished significantly in the event of major rail disruptions. Domestic coal and petroleum coke may
also be exported, which can increase competition and prices for the domestic supply. In addition, our freight costs to
deliver our lime and limestone products are high relative to the value of our products, and they have generally increased
in recent years. Our costs for delivery of solid fuels, as well as our products, also increase as demand for rail and
trucking by other industries increases, and changes to Department of Transportation rules and regulations can reduce the
availability of trucks, truck drivers, and rail cars to deliver solid fuels to our plants and deliver our products to our
customers. Recent events, such as the ongoing conflicts in Ukraine and the Middle East, and the sanctions and other
actions resulting therefrom, could further increase our energy costs. If we are unable to continue to pass along our
increasing energy, labor, and parts and supplies costs to customers through higher prices or surcharges, or unable to
timely receive contracted supplies of solid fuel to run our plants, our financial condition, results of operations, cash
flows, and competitive position could be materially adversely affected.
We quote our lime and limestone products on a delivered price basis to certain customers, which requires us
to estimate future delivery costs. Our actual delivery costs may exceed these estimates, which would reduce our
profitability.
Delivery costs are impacted by the price of diesel. When diesel prices increase, we incur additional fuel
surcharges from freight companies that cannot be passed on to our customers that have been quoted a delivered price.
Material increases in the price of diesel could have a material adverse effect on the Company’s profitability.
To maintain our competitive position in the lime and limestone industry, we may need to continue to increase
the efficiency of our operations, expand production capacity, and sell any resulting increased production at
acceptable prices.
We have undertaken a new kiln project at Texas Lime. We may in the future undertake additional
modernization and expansion and development projects and acquisitions. Given current and projected demand for lime
19
and limestone products, we cannot guarantee that any such project or acquisition would be successful, that we would be
able to sell any resulting increased production at acceptable prices, or that any such sales would be profitable. We are
unable to predict future demand and prices, given the current economic and regulatory uncertainties in the United States
economy as a whole and in particular industries, and cannot provide any assurance that current levels of demand and
prices will continue or that any future increases in demand or prices can be maintained.
We may be limited in our ability to insure against certain risk of our operations.
Mining limestone and producing lime and limestone products involve risks which could result in damage to our
facilities, personal injury, and environmental damage. Although we maintain insurance in an amount that we consider
adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely
affect our financial position, results of operations, cash flows, and competitive position. Additionally, the risks inherent
in mining limestone and the production of lime and limestone products may significantly increase the cost of obtaining
adequate insurance coverage, or make some coverage unavailable.
We may be adversely affected by any disruption in, or failure of, our information technology systems,
including due to cybersecurity risks and incidents.
We rely upon the capacity, reliability, and security of our information technology (“IT”) systems for our
mining, manufacturing, sales, financial, and administrative functions. We also face the challenge of supporting our IT
systems and implementing upgrades when necessary, including the prompt detection and remediation of any
cybersecurity risks or incidents.
Our cybersecurity processes are focused on the prevention, detection, mitigation, and remediation of damage
from computer viruses, natural disasters, unauthorized access, cyber-attack, and other cybersecurity risks and threats.
However, our cybersecurity processes may not be successful in preventing unauthorized access, intrusion, disclosure,
and damage. Risks and threats to our systems can derive from human error, fraud, or malice on the part of employees or
third parties, ransomware, or technological failure. Any failure, threat, or incident involving our IT systems could
adversely impact our mining and manufacturing operations, sales or financial and administrative functions, or result in
the compromise of personal or other confidential information of our employees, customers, or suppliers. Similarly, any
failure, threat, or incident involving the IT systems of our suppliers, contractors, or customers could adversely impact
our operations and financial results.
To the extent any such cybersecurity failure, threat, or incident results in disruption to our operations or sales or
loss or disclosure of, or damage to, our data or confidential information, our costs could increase, and our reputation,
business, results of operations, competitive position, and financial condition could be materially adversely affected.
Additionally, should we experience a cybersecurity incident, we may incur substantial costs, including remediation
costs, such as liability for stolen assets or information, repairs of system damage, legal expenses, and losses and costs
associated with regulatory actions.
Our financial condition, results of operations, cash flows, and competitive position could be materially
adversely impacted by pandemics, epidemics, or disease outbreaks.
Disruptions caused by pandemics, epidemics, or disease outbreaks could materially adversely impact our
financial condition, results of operations, cash flows, and competitive position. New or future variants of COVID-19,
respiratory syncytial virus, bird flu, or other pandemics, epidemics, or disease outbreaks and governmental responses to
such events could similarly disrupt our business and operations. A pandemic, epidemic, or disease outbreak 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 mine and plant shutdowns due to contagion, in which case we
may not be able to shift production to our other mines and plants; cause delays and disruptions to our supply chain as it
relates to our suppliers, as well as delay and 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;
negatively impact our ability to integrate acquisitions; as well as adversely impact demand and prices for our lime and
limestone products and increase our costs.
20
Governmental, Legal, and Regulatory Risks
Our operations are subject to general and industry specific regulations. Changes to the regulatory
environment could increase our cost of compliance and adversely impact our financial condition, results of
operations, cash flows, and competitive position.
We are in a period of economic and regulatory uncertainty, which has been heightened by the current divides
and changes in the branches of the United States federal government. The Administration and Congress may initiate
actions to increase regulation of certain industries, including the lime industry, and may take other steps to restrict oil
and gas drilling, reduce the use of coal, or regulate domestic manufacturing. There can be no assurance that any of these
actions, if adopted, will not increase costs for our customers or increase our cost of compliance with zoning and land use,
mine permitting and operating, mine safety, reclamation and remediation, and environmental laws. In addition, the new
Administration has communicated a desire to use tariffs as a means of policy implementation which could have an
impact on the cost and availability of some of our supplies and those of our customers. A variety of factors, including
uncertainty with respect to governmental fiscal and budgetary constraints, including the timing and amount of
construction and infrastructure spending, changes to tax laws, legislative impasses, extended government shutdowns,
fallout from downgrades and potential U.S. government defaults on its obligations, pandemics, trade wars, tariffs, social
unrest, international incidents, and increased inflationary pressures and interest rates, could have a material adverse
effect on our financial condition, results of operations, cash flows, and competitive position.
We incur environmental compliance costs and liabilities in our operations, including capital, maintenance,
and operating costs, with respect to pollution control equipment, the cost of ongoing monitoring programs, the cost of
reclamation and remediation efforts, and other similar costs and liabilities relating to our compliance with
Environmental Laws. We expect these costs and liabilities to continue or increase, such as possible new costs, taxes,
and limitations on operations, including regulation of greenhouse gas emissions. Similar environmental costs and
liabilities may also be faced by some of our customers.
The rate of change of Environmental Laws has been rapid over the last decade, and we may face possible new
uncertainties, costs and liabilities, taxes, and limitations on operations, including those related to climate change
initiatives. Changes in policy or political leadership may affect how Environmental Laws are interpreted or enforced by
the EPA and state governmental agencies. We expect our expenditure requirements for future environmental
compliance, including complying with nitrogen dioxide, sulfur dioxide, ozone, and particulate matter emission under the
NAAQS and regulation of greenhouse gas emissions, to continue or increase. Discovery of currently unknown
conditions and unforeseen costs and liabilities could require additional expenditures.
The regulation of greenhouse gas emissions remains an issue for us and some of our customers. There is no
assurance that changes in the law or regulations will not be adopted, such as the imposition of greenhouse gas emission
limits, a carbon tax, a cap-and-trade program requiring companies to purchase carbon credits, or other measures that
would require reductions in emissions or changes to raw materials, fuel use, or production rates. These changes, if
adopted, could have a material adverse effect on our financial condition, results of operations, cash flows and
competitive position.
More stringent regulation of greenhouse gas emissions could also adversely affect the competitiveness of some
of our customers, including coal-fired power plants, and indirectly the demand for our lime and limestone products. For
example, our utility customers are continuing to switch from coal to natural gas or renewable sources for power
generation for environmental and regulatory as well as cost reasons, thus reducing demand for our lime and limestone
products for flue gas treatment processes.
We intend to comply with all Environmental Laws and believe our accrual for environmental costs and
liabilities at December 31, 2024 is reasonable. Because many of the requirements are subjective and therefore not
quantifiable or presently determinable, or may be affected by additional legislation and rulemaking, including those
related to climate change and greenhouse gas emissions, there is no assurance that we will be able to successfully secure
new permits in connection with our future modernization and expansion and development projects, and it is not possible
to accurately predict the aggregate future costs and liabilities relating to environmental compliance and their effect on
our financial condition, results of operations, cash flows, and competitive position.
21
Our operations are subject to various mine safety and reclamation and remediation obligations.
Our mining operations are subject to mine safety regulation under 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. Citations and orders can be contested before the Commission, and as part of that process, are often
reduced in severity and amount, and are sometimes vacated.
We also have legal reclamation and remediation obligations associated with the retirement of AROs. Over
time, the liability for AROs is recorded at its present value each period through accretion expense, and the capitalized
cost is amortized over the useful life of the related asset. Upon settlement of the liability, we either settle the ARO for its
recorded amount or recognize a gain or loss. We believe our accrual for AROs is reasonable, but there can be no
assurance that any amounts accrued will be sufficient to meet our reclamation and remediation obligations at any point
in time.
We intend to comply with all mining regulations and all of our reclamation and remediation obligations. If we
fail to comply with such regulations and obligations, such noncompliance may adversely impact our financial condition,
results of operations, cash flows, and competitive position.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
Risk Management and Strategy. We have designed and implemented processes to assess, identify, manage,
detect, and respond to material cybersecurity risks and threats to our IT systems, including the prevention, detection,
mitigation, and remediation of cybersecurity incidents in order to protect the confidentiality, integrity, and availability of
our IT systems and the information residing on those systems. These processes are part of our overall risk management
process and are embedded in our operating policies, procedures, and controls.
To protect our IT systems and information from cybersecurity risks, we use various security tools that help
prevent, identify, escalate, investigate, resolve, and recover from identified cybersecurity vulnerabilities and incidents in
a timely manner. These include, but are not limited to, internal reporting, monitoring, and detection tools. We also
utilize a third-party security operations center connected to a networks operation center to identify, investigate, and
resolve any cybersecurity threats and incidents.
We regularly assess technological risks to our IT systems and information and monitor our IT systems for
potential vulnerabilities and risks. We frequently conduct mandatory cybersecurity and IT systems awareness training
for all employees with access to our systems. We also conduct regular reviews and tests of our IT cybersecurity
processes, including reviews, assessments, and exercises.
We aim to incorporate responsible practices throughout our cybersecurity risk management processes. Our
cybersecurity strategy focuses on implementing effective and efficient controls, technologies, and other processes to
assess, identify, and manage material cybersecurity risks to our IT systems and information. As a part of this process,
we engage independent third-party specialists to review our cybersecurity environment, including formal reviews and
assessments, and we request specific, actionable recommendations for improvement.
22
While we have not, as of the date of this Report on Form 10-K, experienced a cybersecurity threat or incident
that has materially impacted our business or operations, there can be no guarantee that we will not experience such a
threat or incident in the future. A material cybersecurity threat or incident could adversely impact our mining and
manufacturing operations, our sales or financial and administrative functions, or result in the compromise of personal or
other confidential information of our employees, customers, or suppliers. For this reason, we maintain cybersecurity
liability insurance to provide additional support, expertise, and resources to help ensure the integrity of our cybersecurity
processes through regular reviews and assessments, to provide incident response assistance and expertise, and to provide
a level of financial protection in the event of cybersecurity incident related costs and losses. See "Risk Factors - We may
be adversely affected by any disruption in, or failure of, our information technology systems, including due to
cybersecurity risks and incidents.”
Governance. Our Manager of Information Technology (“MIT”) is responsible for our IT cybersecurity
policies, procedures, and controls and reports to our Chief Financial Officer (“CFO”). Our MIT has a Bachelor of
Business Administration degree in management information systems and has over 20 years of relevant experience in the
IT field. Team members also include third-party service providers who have relevant education and experience in
cybersecurity.
Our CFO is informed about and coordinates prevention, detection, mitigation, and remediation efforts through
regular communication and reporting from the professionals on our cybersecurity team. In addition, we have an
escalation process in place to inform our CEO and other members of our senior management and, if necessary, the Audit
Committee and Board of Directors, of important issues or events.
Our Audit Committee has oversight of our cybersecurity risk processes, as part of its overall oversight of our
risk management program. Our MIT regularly reports to and reviews our cybersecurity processes with the Audit
Committee, with formal cybersecurity reviews with the Committee generally occurring at least annually, and sometimes
more frequently, as appropriate.
ITEM 2. PROPERTIES.
Reference is made to Item 1 of this Report for a description of the properties of the Company, and such
description is hereby incorporated by reference in answer to this Item 2. As disclosed in Note 2 of Notes to Consolidated
Financial Statements, the Company’s plants and facilities and resources are subject to encumbrances to secure any
Company loans under its credit agreement.
ITEM 3. LEGAL PROCEEDINGS.
Information regarding any legal proceedings is set forth in Note 8 of Notes to Consolidated Financial
Statements and is hereby incorporated by reference in answer to this Item 3.
ITEM 4. MINE SAFETY DISCLOSURES.
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of
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 the Company’s quarries, underground mine, and plants
is subject to regulation by MSHA. The required information regarding certain mining safety and health matters, broken
down by mining complex, for the year ended December 31, 2024 is presented in Exhibit 95.1 to this Report on
Form 10-K.
As discussed in Item 1 above, the Company believes it is responsible to its employees to provide a safe and
healthy workplace environment. The Company seeks 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
23
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.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company’s common stock is listed on the Nasdaq Global Market® under the symbol “USLM.” As of
February 25, 2025, the Company had approximately 350 shareholders of record.
As of February 25, 2025, the Company had 500,000 shares of $5.00 par value preferred stock authorized;
however, none has been issued.
24
PERFORMANCE GRAPH
The graph below compares the cumulative 5-year total shareholders’ return on the Company’s common stock
with the cumulative total return on the NASDAQ Composite Index and a customized peer group index consisting of
Eagle Materials, Inc., Mineral Technologies, Inc., and Summit Materials Inc. The graph assumes that the value of the
investment in the Company’s common stock and each index was $100 on December 31, 2019, and that all cash
dividends have been reinvested.
2019
2020
2021
2022
2023
2024
U.S. LIME & MINERALS, INC.
100.00 127.17 144.58 158.81 260.98 753.94
NASDAQ COMPOSITE INDEX
100.00 144.92 177.06 119.45 172.77 223.87
PEER GROUP
100.00
102.26
166.34
129.82
182.76
224.41
SHARE REPURCHASES.
The Plan allows employees and directors to pay the exercise price upon the exercise of stock options and the tax
withholding liability upon exercise of stock options or the lapse of restrictions on restricted stock by payment in cash
and/or withholding or delivery of shares of the Company’s common stock to the Company. Pursuant to these provisions,
the Company repurchased 24,593 shares at a price of $135.58 per share, the fair market value of one share on the date
that they were tendered to the Company, in the fourth quarter 2024 for payment of tax withholding liability upon the
lapse of restrictions on restricted stock.
ITEM 6. [RESERVED]
$0
$100
$200
$300
$400
$500
$600
$700
$800
12/19
12/20
12/21
12/22
12/23
12/24
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among U.S. Lime & Minerals, Inc., the NASDAQ Composite Index,
and a Peer Group
U.S. Lime & Minerals, Inc.
NASDAQ Composite
Peer Group
25
ITEM 7. 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, 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, trade wars, tariffs, 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 ESG 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 global 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 SEC, including the Company’s Quarterly Reports on Form 10-Q.
26
OVERVIEW.
Set forth below is certain selected financial data for the five years ended December 31, 2024:
Years Ended December 31,
2024
2023
2022
2021
2020
(dollars in thousands, except per share amounts)
Operating results
Total revenues
$ 317,721 281,330 236,150 189,255 160,704
Gross profit
$ 143,981 102,867 70,342 59,260 47,587
Operating profit
$ 124,923
85,422
54,783
46,417
33,869
Other (income) expense, net
$ (11,460)
(7,940)
(1,779)
(101)
(203)
Income tax expense
$ 27,544
18,813
11,133
9,473
5,849
Net income
$ 108,839 74,549 45,429 37,045 28,223
Net income per share of common stock:
Basic
$
3.81
2.62
1.60
1.31
1.00
Diluted
$
3.79
2.61
1.60
1.31
1.00
Dividends per share of common stock
$
0.20
0.16
0.16
0.13
0.13
As of December 31,
2024
2023
2022
2021
2020
Total assets
$ 543,163 440,602 367,772 279,098 247,037
Stockholders’ equity per outstanding common share
$
17.39
13.78
11.30
9.82
8.61
Employees
345
333
338
308
317
General.
We have identified one reportable business segment, lime and limestone operations, based on the distinctness of
our activities and products. All operations are in the United States. During 2024, we determined that the activities of our
natural gas interests did not meet the requirements of an operating segment. Previously unallocated items, including
cash, interest income and expense, and other expense are now included as part of our single lime and limestone
operations segment. Disclosures for 2023 and 2022 have been recast to be consistent with the 2024 presentation.
Our revenues increased 12.9% in 2024 compared to 2023, primarily due to an increase in average selling prices
for our lime and limestone products of 14.2%, partially offset by a 1.2% decrease in sales volume. This decrease in
demand was primarily from our construction customers, partially offset by increased demand from our industrial,
environmental, and roof shingle customers. Our gross profit increased 40.0% in 2024, compared to 2023, primarily due
to the increased revenues discussed above.
Our other (income) expense, net was $11.5 million income in 2024, compared to $7.9 million income in 2023,
an increase of $3.5 million. The increase in other income, net in 2024, compared to 2023, was due to interest earned on
higher average balances in our cash and cash equivalents.
Our net income increased $34.3 million, or 46.0%, in 2024, compared to 2023. Net income per fully diluted
share increased to $3.79 in 2024, compared to $2.61 in 2023, an increase of 45.2%.
Cash flows from operations enabled us to make $27.4 million of capital investments in 2024. It also enabled us
to pay $5.7 million in dividends in 2024 and increase our cash balances to $278.0 million as of December 31, 2024,
compared to $188.0 million as of December 31, 2023. As of December 31, 2024 and 2023, we had no debt outstanding.
On May 2, 2024, our shareholders approved an increase in the number of authorized shares of our common
stock from 30,000,000 to 45,000,000. On July 12, 2024, we effected a 5-for-1 split of our common stock, in the form of
a stock dividend of four 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
27
compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the Stock Split.
The shares of common stock retain a par value of $0.10 per share.
On February 3, 2025, we announced that our Board of Directors had declared an increased regular quarterly
cash dividend of $0.06 per share. The dividend is payable on March 14, 2025, to shareholders of record on February 21,
2025.
Absent a significant acquisition opportunity arising during 2025, we anticipate funding our operating and
capital needs and our regular cash dividends from our cash balances on hand and cash flows from operations.
Our Operations.
We produce and sell crushed limestone, PLS, aggregate, quicklime, hydrated lime and lime slurry. The
principal factors affecting our success are the level of demand and prices for our products and whether we are able to
maintain sufficient production levels and product quality while controlling costs.
Adverse weather conditions, such as ice storms, freezing weather, hurricanes, tornadoes, excessive rains, and
flooding, generally reduce the demand for lime and limestone products supplied to construction-related customers that
account for a significant amount of our revenues. Inclement weather also interferes with our open-pit mining operations
and can disrupt our plant production. In addition to weather, various maintenance, environmental, accident, and other
operational and construction issues can also disrupt our operations and increase our operating expenses.
Demand for our lime and limestone products in our market areas is also affected by general economic
conditions, the pace of construction, including the level of governmental and private funding for highway construction
and infrastructure, utility plant usage of coal for power generation, the demand for steel, and the level of oil and gas
drilling in our markets.
Texas continues to invest heavily in its transportation, including directing certain sales and use tax revenues,
state motor vehicle sales and rental tax revenues, and oil and gas tax revenues to the State Highway Fund, as required
under the Texas constitution. In its fiscal 2024, Texas transferred approximately $6.2 billion of such tax revenues to the
State Highway Fund. Additionally, for future roadway projects outlined in the Texas Department of Transportation’s
2024 Unified Transportation Program, the state programmed a $15.5 billion increase in funding for a total of $100.6
billion in construction and major maintenance projects planned over the next 10 years. In 2021, the United States
Congress passed the Infrastructure Investment and Jobs Act, which is estimated to apportion approximately $27.5 billion
to Texas for federal-aid highway programs, of which $16.6 billion has been announced for roads, bridges, roadway
safety, and major projects. With these funding sources, we would expect to see strong continued demand from our
construction customers, but the timing and amount of any increase in demand is uncertain and subject to weather,
political, economic, and other factors.
Our modernization and expansion and development projects and acquisitions in Texas, Arkansas, Oklahoma,
and Missouri and our Texas slurry operations have positioned us to meet the demand for high-quality lime and limestone
products in our markets. Our modernization and expansion and development projects have also equipped us with
up-to-date, fuel-efficient plant facilities, which have resulted in lower production costs and greater operating efficiencies,
thus enhancing our competitive position. All of our rotary kilns are now fuel-efficient preheater kilns, and the addition
of the vertical kiln at St. Clair further increased the fuel efficiency of our fleet of kilns. Future projects, such as our new
kiln project at Texas Lime, will create the opportunity for further fuel efficiency.
For our plants to operate at peak efficiency, we must meet operational challenges that arise from time to time,
including bringing new facilities on-line and refurbishing and/or improving acquired facilities, including the facilities
acquired as a result of our acquisitions of Carthage and Mill Creek, as well as operating existing facilities efficiently. We
also incur ongoing costs for maintenance and to remain in compliance with rapidly changing Environmental Laws and
health and safety and other regulations.
Our primary variable cost is energy. Prices for coal, petroleum coke, diesel, natural gas, electricity,
transportation, and freight are volatile. In addition, our freight costs, including the cost of diesel, to deliver our products
can be high relative to the value of our products.
28
Historically, we have been able to mitigate to some degree the impact of volatile energy costs by varying the
mixes of fuel used in our kilns, and by passing on some of any increase in costs to our customers, where possible,
through higher prices and/or surcharges on certain products. In addition, we continually look for other ways to better
manage our energy costs at our plants. Finally, we have not engaged in any significant hedging activity in an effort to
control our energy costs but may do so in the future.
We continue to believe that the enhanced efficiency and production capacity resulting from our modernization
and expansion and development projects in Texas, Arkansas, and Oklahoma, our expanded slurry operations, our
acquisitions, including the acquisitions of Carthage and Mill Creek, and the operational strategies that we have
implemented have allowed us to increase our efficiency, grow production capacity, improve product quality, better serve
existing customers, attract new customers, and control costs. However, there can be no assurance that demand and
prices for our lime and limestone products will enable us to fully utilize any additional production capacity, nor that our
production will not be adversely affected by weather, maintenance, regulatory, accident, cybersecurity, and other
operational and construction issues; that we can successfully invest in improvements to our existing facilities and
acquisitions; that our results will not be adversely affected by increases in fuel, natural gas, electricity, transportation and
freight costs, taxes, or new environmental, health and safety, or other regulatory requirements; or that, with increasing
competition with other lime and limestone producers, our revenues, gross profit, net income, and cash flows can be
maintained or improved.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES.
The discussion and analysis of our financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities, at the date of our financial statements. Actual results may differ from these estimates
and judgments under different assumptions or conditions and historical trends.
Critical accounting policies are defined as those that are reflective of significant management judgments and
uncertainties and potentially result in materially different results under different assumptions and conditions. We believe
the following critical accounting policies require the most significant management estimates and judgments used in the
preparation of our consolidated financial statements.
Contingencies. We are party to proceedings, lawsuits, and claims arising in the normal course of business
relating to regulatory, labor, product, and other matters. We are required to estimate the likelihood of any adverse
judgments or outcomes with respect to these matters, as well as potential ranges of possible losses. A determination of
the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual matter,
including coverage under our insurance policies. This determination may change in the future because of new
information or developments.
Income taxes. We utilize the asset and liability approach in reporting our income taxes. Deferred income tax
assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. We establish valuation allowances when
necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax related interest and
penalties are included in income tax expense. We also assess individual tax positions to determine if they meet the
criteria for some or all of the benefits of that position to be recognized in our financial statements and only recognize tax
positions that meet the more-likely-than-not recognition threshold.
Environmental costs and liabilities. We record environmental accruals, including accrued reclamation costs,
in other liabilities, based on studies and estimates, when it is probable we have incurred a reasonably estimable cost or
liability. The accruals are adjusted when further information warrants an adjustment. Environmental expenditures that
extend the life, increase the capacity, or improve the safety or efficiency of Company-owned assets or are incurred to
mitigate or prevent future possible environmental issues are capitalized. Other environmental costs are expensed when
incurred.
29
RESULTS OF OPERATIONS.
The following table sets forth certain financial information expressed as a percentage of revenues for the three
years ended December 31, 2024:
Year Ended December 31,
2024
2023
2022
Revenues
100.0
100.0
100.0
Cost of revenues
Labor and other operating expenses
(47.2)
(55.1)
(60.9)
Depreciation, depletion and amortization
(7.5)
(8.3)
(9.3)
Gross profit
45.3
36.6
29.8
Selling, general and administrative expenses
(5.9)
(6.2)
(6.6)
Operating profit
39.4
30.4
23.2
Other income, net
3.6
2.8
0.7
Income tax expense
(8.7)
(6.7)
(4.7)
Net income
34.3 %
26.5 %
19.2 %
2024 vs. 2023
Our revenues in 2024 increased to $317.7 million from $281.3 million in 2023, an increase of $36.4 million, or
12.9%. The increase in revenues in 2024 was due to a 14.2% increase in average selling prices for our lime and
limestone products, partially offset by a 1.2% decrease in sales volumes. The decrease in sales volume was primarily due
to decreased demand from our construction customers, partially offset by increased demand from our industrial,
environmental, and roof shingle customers.
Our gross profit increased to $144.0 million in 2024 from $102.9 million in 2023, an increase of $41.1 million,
or 40.0%. The increase in gross profit in 2024, compared to 2023, resulted primarily from the increased revenues
discussed above.
Selling, general and administrative expenses (“SG&A”) increased to $19.1 million in 2024, an increase of $1.6
million, or 9.2%, compared to $17.4 million in 2023. As a percentage of revenues, SG&A was 5.9% in 2024, compared
to 6.2% in 2023. The increase in SG&A was primarily due to increased personnel expenses, including stock-based
compensation, in 2024, compared to 2023.
Other (income) expense, net was $11.5 million income in 2024, compared to $7.9 million income in 2023, an
increase of $3.5 million. The increase in other (income) expense, net in 2024 compared to 2023, was due to interest
earned on higher average balances in our cash and cash equivalents.
Income tax expense was $27.5 million in 2024, for an effective rate of 20.2%, compared to $18.8 million in
2023, for an effective rate of 20.2%, an increase of $8.7 million, primarily due to the increase in income before income
taxes in 2024, compared to 2023. Our effective income tax rates in 2024 and 2023 were reduced from the statutory rate
primarily due to statutory depletion in excess of basis.
Net income increased to $108.8 million ($3.79 per share diluted) in 2024, compared to $74.5 million ($2.61 per
share diluted) in 2023, an increase of $34.3 million, or 46.0%.
2023 vs. 2022
Our revenues in 2023 increased to $281.3 million from $236.2 million in 2022, an increase of $45.2 million, or
19.1%. The increase in revenues in 2023 was due to a 21.1% increase in average selling prices for our lime and
limestone products, partially offset by a 1.1% decrease in sales volumes. The decrease in sales volumes was primarily
30
due to decreased demand from our industrial, steel, and construction customers, partially offset by increased demand
from our roofing, environmental, and oil and gas services customers.
Our gross profit increased to $102.9 million in 2023 from $70.3 million in 2022, an increase of $32.5 million,
or 46.2%. The increase in gross profit in 2023, compared to 2022, resulted primarily from the increased revenues
discussed above, partially offset by increased lime and limestone production costs, principally from higher energy, labor,
and parts and supplies costs.
SG&A increased to $17.4 million in 2023, an increase of $1.9 million, or 12.1%, compared to $15.6 million in
2022. As a percentage of revenues, SG&A was 6.2% in 2023, compared to 6.6% in 2022. The increase in SG&A was
primarily due to increased personnel expenses in 2023, compared to 2022.
Other (income) expense, net was $7.9 million income in 2023, compared to $1.8 million income in 2022, an
increase of $6.2 million. The increase in other (income) expense, net in 2023 compared to 2022, was due to higher
interest rates earned on higher average balances in our cash and cash equivalents.
Income tax expense was $18.8 million in 2023, for an effective rate of 20.2%, compared to $11.1 million in
2022, for an effective rate of 19.7%, an increase of $7.7 million, primarily due to the increase in income before taxes in
2023, compared to 2022. Our effective income tax rates in 2023 and 2022 were reduced from the statutory rate
primarily due to statutory depletion in excess of basis.
Net income increased to $74.5 million ($2.61 per share diluted) in 2023, compared to $45.4 million ($1.60 per
share diluted) in 2022, an increase of $29.1 million, or 64.1%.
Summary of Quarterly Financial Data
(dollars in thousands except per share amounts)
2024
March 31,
June 30, September 30, December 31,
Revenues
$ 71,687 $ 76,545 $
89,427 $ 80,062
Gross profit
$ 30,607 $ 34,822 $
43,113 $ 35,439
Operating profit
$ 25,759 $ 29,940 $
38,137 $ 31,087
Net income
$ 22,439 $ 26,057 $
33,353 $ 26,990
Basic income per common share
$
0.79 $
0.91 $
1.17 $
0.94
Diluted income per common share
$
0.78 $
0.91 $
1.16 $
0.94
2023
March 31,
June 30, September 30, December 31,
Revenues
$ 66,777 $ 73,983 $
74,878 $ 65,692
Gross profit
$ 23,992 $ 27,131 $
28,155 $ 23,589
Operating profit
$ 19,840 $ 22,812 $
23,800 $ 18,970
Net income
$ 17,104 $ 19,712 $
20,733 $ 17,000
Basic income per common share
$
0.60 $
0.69 $
0.73 $
0.60
Diluted income per common share
$
0.60 $
0.69 $
0.73 $
0.60
FINANCIAL CONDITION.
Capital Requirements. We require capital primarily for normal recurring capital and re-equipping projects,
modernization and expansion and development projects, and acquisitions. Our capital needs are expected to be met
principally from cash on hand, cash flows from operations, and our $75.0 million revolving credit facility.
31
We expect to spend approximately $22.0 million per year over the next several years for normal recurring
capital and re-equipping projects at our plants and facilities to maintain or improve efficiency, ensure compliance with
Environmental Laws, meet customer needs, and reduce costs. As of December 31, 2024, we had $35.5 million in open
orders for equipment and construction contracts, including $32.5 million of contractual obligations relating to the new
kiln project at Texas Lime.
Liquidity and Capital Resources. Net cash provided by operating activities was $126.0 million in 2024,
compared to $92.3 million in 2023, an increase of $33.8 million, or 36.6%. Our net cash provided by operating activities
is composed of net income, depreciation, depletion and amortization (“DD&A”), other non-cash items included in net
income, and changes in working capital. In 2024, net cash provided by operating activities was principally composed of
$108.8 million net income, $24.2 million DD&A, and $4.9 million stock-based compensation, partially offset by a $1.0
million decrease in deferred income taxes and an $11.0 million decrease from changes in working capital. In 2024, the
changes in working capital were principally composed of a $5.9 million increase in trade receivables, net, primarily as a
result of increased sales in the fourth quarter 2024, compared to the fourth quarter 2023, a $3.4 million increase in
inventories, primarily due to increases in the costs of our supply of critical parts and the volume of our solid fuel
stockpiles, and a $1.0 million decrease in accounts payable and accrued expenses. In 2023, net cash provided by
operating activities was principally composed of $74.5 million net income, $23.8 million DD&A, and $3.2 million
stock-based compensation, partially offset by a $0.9 million decrease in deferred income taxes and an $8.8 million
decrease from changes in working capital. In 2023, the changes in working capital were principally composed of a $4.5
million increase in trade receivables, net, primarily as a result of increased sales in the fourth quarter 2023, compared to
the fourth quarter 2022, a $4.7 million increase in inventories, primarily due to increases in the volume of our solid fuel
stockpiles and the costs of our supply of critical parts, and a $1.1 million increase in prepaid expenses and other current
assets, partially offset by a $1.7 million increase in accounts payable and accrued expenses.
Net cash used in investing activities was $26.9 million for 2024, compared to $32.0 million for 2023. Net cash
used in investing activities for 2024 included $1.4 million on the new kiln and related equipment and infrastructure
project at Texas Lime and $1.6 million for real property purchases. Net cash used in investing activities for 2023
included $11.0 million for real property purchases.
Net cash used in financing activities primarily consisted of $5.7 million for dividend payments and $3.5 million
to repurchase shares of our common stock in 2024, compared to $4.6 million for dividend payments and $1.3 million to
repurchase shares of our common stock in 2023.
Our cash and cash equivalents at December 31, 2024 increased to $278.0 million from $188.0 million at
December 31, 2023.
Banking Facilities and Debt. 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
32
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 December 31, 2024, we had no debt outstanding and no draws on the Revolving Facility other than $6.6
million of letters of credit, which count as draws against the available commitment under the Revolving Facility.
Common Stock Buybacks. We spent $3.5 million, $1.3 million, and $0.8 million in 2024, 2023, and 2022,
respectively, to repurchase treasury shares tendered for payment of the exercise price for stock options and the tax
withholding liability upon the lapse of restrictions on restricted stock.
Contractual Obligations. The following table sets forth our contractual obligations as of December 31, 2024
(in thousands):
Payments Due by Period
More Than
Contractual Obligations
Total
1 Year
2 - 3 Years 4 - 5 Years
5 Years
Operating leases(1)
$ 5,518 1,691
2,649
613
565
Limestone mineral leases
$ 2,187
97
249
302
1,539
Purchase obligations(2)(3)
$ 48,770 39,047
9,723
—
—
Other liabilities
$ 1,484
120
240
240
884
Total
$ 57,959 40,955 12,861
1,155
2,988
(1) Represents operating leases for railcars, corporate office space, and some equipment that are either non-cancelable
or subject to significant penalty upon cancellation.
(2) Of these obligations, $1,657 were recorded on the Consolidated Balance Sheet at December 31, 2024.
(3) Purchase obligations includes enforceable agreements to purchase goods or services that specify all significant
terms, including fixed or minimum quantities to be purchased, generally pertaining to fuel contracts, fixed-price
provisions, and the approximate timing of the transaction, and are either non-cancelable or subject to significant
penalty upon cancellation, including $32.5 million related to the Texas kiln project.
Absent a significant acquisition, we believe that cash on hand and cash flows from operations will be sufficient
to meet our operating needs, ongoing capital needs, including our current and possible future modernization and
expansion and development projects, such as the Texas kiln project, and liquidity needs and allow us to pay our
increased regular cash dividends for the near future.
Off-Balance Sheet Arrangements. We do not utilize off-balance sheet financing arrangements.
ITEM 7A. 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 December 31, 2024.
Any future borrowings under the Revolving Facility would be subject to interest rate risk. Additionally, our cash and
cash equivalents earn interest which is reported in Other (income) expense, net in the consolidated statements of income.
A future decrease in interest rates could reduce the amount of interest that we earn on our cash and cash equivalents.
33
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Consolidated Financial Statements.
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
34
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 and 2023
38
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022
39
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023
40
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
41
Notes to Consolidated Financial Statements
42
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
United States Lime & Minerals, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of United States Lime & Minerals, Inc. (a Texas
corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements
of income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31,
2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of
America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria
established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”), and our report dated February 27, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
35
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2005.
Dallas, Texas
February 27, 2025
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
United States Lime & Minerals, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of United States Lime & Minerals, Inc. (a Texas
corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31,
2024, and our report dated February 27, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
37
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 27, 2025
38
United States Lime & Minerals, Inc.
Consolidated Balance Sheets
(dollars in thousands, except share and per share amounts)
December 31,
December 31,
2024
2023
ASSETS
Current assets
Cash and cash equivalents
$
278,031
$
187,964
Trade receivables, net
43,982
38,052
Inventories
27,686
24,313
Prepaid expenses and other current assets
5,083
4,640
Total current assets
354,782
254,969
Property, plant and equipment
Mineral reserves and land
60,952
59,307
Proved natural gas properties, successful-efforts method
15,934
15,934
Buildings and building and leasehold improvements
13,246
10,732
Machinery and equipment
393,312
374,000
Furniture and fixtures
1,409
1,312
Automotive equipment
8,393
8,313
Property, plant and equipment
493,246
469,598
Less accumulated depreciation and depletion
(310,355)
(289,803)
Property, plant and equipment, net
182,891
179,795
Operating lease right-of-use assets
4,855
5,273
Other assets, net
635
565
Total assets
$
543,163
$
440,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
$
8,819
$
7,404
Current portion of operating lease liabilities
1,602
1,582
Accrued expenses
6,541
8,505
Total current liabilities
16,962
17,491
Deferred tax liabilities, net
23,659
24,659
Operating lease liabilities, excluding current portion
3,437
3,919
Other liabilities
1,364
1,429
Total liabilities
45,422
47,498
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $5.00 par value; authorized 500,000 shares; none issued or
outstanding
—
—
Common stock, $0.10 par value; 45,000,000 and 30,000,000 shares authorized at
December 31, 2024 and 2023, respectively; 29,671,768 and 29,549,431 shares
issued at December 31, 2024 and 2023, respectively
2,968
2,955
Additional paid-in capital
40,549
35,539
Retained earnings
515,622
412,499
Less treasury stock, 1,051,931 and 1,026,651 shares at December 31, 2024 and
2023, respectively, at cost
(61,398)
(57,889)
Total stockholders’ equity
497,741
393,104
Total liabilities and stockholders’ equity
$
543,163
$
440,602
The accompanying notes are an integral part of these consolidated financial statements.
39
United States Lime & Minerals, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share amounts)
Years Ended December 31,
2024
2023
2022
Revenues
$
317,721
$
281,330
$
236,150
Cost of revenues
Labor and other operating expenses
149,885
154,930
143,887
Depreciation, depletion and amortization
23,855
23,533
21,921
173,740
178,463
165,808
Gross profit
143,981
102,867
70,342
Selling, general and administrative expenses
19,058
17,445
15,559
Operating profit
124,923
85,422
54,783
Other (income) expense, net
(11,460)
(7,940)
(1,779)
Income before income tax expense
136,383
93,362
56,562
Income tax expense
27,544
18,813
11,133
Net income
$
108,839
$
74,549
$
45,429
Net income per share of common stock
Basic
$
3.81
$
2.62
$
1.60
Diluted
$
3.79
$
2.61
$
1.60
The accompanying notes are an integral part of these consolidated financial statements
40
United States Lime & Minerals, Inc.
Consolidated Statements of Stockholders’ Equity
(dollars in thousands)
Common Stock
Additional
Shares
Paid-In Retained Treasury
Outstanding Amount
Capital
Earnings
Stock
Total
Balances at December 31, 2021
28,330,060 $ 2,930 $ 29,513 $ 301,611 $ (55,848) $ 278,206
Stock options exercised
12,000
1
119
—
—
120
Stock-based compensation
96,485
10 2,626
—
— 2,636
Treasury shares purchased
(28,150)
—
—
—
(767)
(767)
Cash dividends paid
—
—
— (4,536)
— (4,536)
Net income
—
—
—
45,429
—
45,429
Balances at December 31, 2022
28,410,395
2,941
32,258
342,504
(56,615)
321,088
Stock options exercised
46,440
5
108
—
—
113
Stock-based compensation
93,765
9 3,173
—
— 3,182
Treasury shares purchased
(27,820)
—
—
— (1,274) (1,274)
Cash dividends paid
—
—
— (4,554)
— (4,554)
Net income
—
—
—
74,549
—
74,549
Balances at December 31, 2023
28,522,780 2,955
35,539
412,499
(57,889)
393,104
Stock options exercised
52,025
5
125
—
—
130
Stock-based compensation
73,060
8 4,885
—
— 4,893
Treasury shares purchased
(28,028)
—
—
— (3,509) (3,509)
Cash dividends paid
—
—
— (5,716)
— (5,716)
Net income
—
—
—
108,839
—
108,839
Balances at December 31, 2024
28,619,837 $ 2,968 $ 40,549 $ 515,622 $ (61,398) $ 497,741
The accompanying notes are an integral part of these consolidated financial statements.
41
United States Lime & Minerals, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
2024
2023
2022
OPERATING ACTIVITIES:
Net income
$ 108,839 $
74,549 $
45,429
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, depletion and amortization
24,169
23,827
22,199
Amortization of deferred financing costs
27
17
2
Deferred income taxes
(1,000)
(923)
2,527
Loss on disposition of property, plant and equipment
49
363
(312)
Stock-based compensation
4,893
3,182
2,636
Changes in operating assets and liabilities:
Trade receivables, net
(5,930)
(4,460)
(6,438)
Inventories
(3,373)
(4,734)
(4,294)
Prepaid expenses and other current assets
(443)
(1,140)
(191)
Other assets
(97)
(142)
8
Accounts payable and accrued expenses
(1,010)
1,666
2,701
Other liabilities
(104)
54
96
Net cash provided by operating activities
126,020
92,259
64,363
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
(27,414)
(34,250)
(26,815)
Acquisition of a business, net of cash acquired
—
—
(5,630)
Proceeds from sale of property, plant and equipment
556
2,286
1,294
Net cash used in investing activities
(26,858)
(31,964)
(31,151)
FINANCING ACTIVITIES:
Cash dividends paid
(5,716)
(4,554)
(4,536)
Proceeds from exercise of stock options
130
113
120
Purchase of treasury shares
(3,509)
(1,274)
(767)
Net cash used in financing activities
(9,095)
(5,715)
(5,183)
Net increase in cash and cash equivalents
90,067
54,580
28,029
Cash and cash equivalents at beginning of period
187,964
133,384
105,355
Cash and cash equivalents at end of period
$ 278,031 $ 187,964 $ 133,384
The accompanying notes are an integral part of these consolidated financial statements.
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
42
(1) Summary of Significant Accounting Policies
(a) Organization and Presentation
United States Lime & Minerals, Inc. (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.
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 of four 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 Annual Report on
Form 10-K 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 outstanding on the date of the Stock Split were
adjusted, in order to prevent dilution or enlargement of the rights of participants under the Company’s 2001
Long-Term Incentive Plan, as Amended and Restated (the “Plan”). 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.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All
intercompany balances and transactions have been eliminated.
(c) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America (“US GAAP”) requires management to make estimates and judgments that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates and judgments.
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
43
(d) Statements of Cash Flows
For purposes of reporting cash flows, the Company considers all bank deposits and highly liquid debt
instruments, such as United States Treasury bills and notes, with maturities, at the time of purchase, of three
months or less to be cash equivalents. Cash equivalents are carried at cost plus accrued interest, which
approximates fair market value. Supplemental cash flow information is presented below:
Years Ended December 31,
2024
2023
2022
Cash paid during the year for:
Interest
$
169 $
196 $
113
Income taxes
$ 30,405 $ 17,994 $ 7,827
(e) 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 at a point in time, 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 operates within a single geographic region. The Company’s returns and
allowances are minimal. External freight billed to customers included in revenues was $45,514, $46,270, and
$44,233 for 2024, 2023, and 2022, respectively, which approximates the amount of external freight included in
cost of revenues. Sales taxes billed to customers are not included in revenues.
(f) 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 carrying values of cash and
cash equivalents, trade receivables, other current assets, accounts payable, and accrued expenses approximate
fair value due to the short maturities of these instruments.
(g) Concentration of Credit Risk and Trade Receivables
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally
of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents with
high-credit quality financial institutions and in highly rated commercial paper or United States Treasury bills
and notes with maturities, at the time of purchase, of three months or less. The Company’s cash and cash
equivalents at commercial banking institutions normally exceed federally insured limits.
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 trade 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
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
44
charged-off when identified by management to be unrecoverable. Trade receivables are presented net of the
related estimated credit losses, which totaled $601 and $575 at December 31, 2024 and 2023, respectively.
Additions, adjustments for expected credit loss factors, and write-offs to the Company’s estimated credit losses
during the years ended December 31 were as follows:
2024
2023
Beginning balance
$
575 $
550
Additions
110
49
Adjustments for expected credit loss factors
—
—
Write-offs
(84)
(24)
Ending balance
$
601 $
575
(h) 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.
A summary of inventories is as follows:
December 31,
December 31,
2024
2023
Lime and limestone inventories:
Raw materials
$
8,947 $
7,834
Finished goods
3,000
3,107
11,947
10,941
Parts inventories
15,739
13,372
$ 27,686 $ 24,313
(i) Property, Plant and Equipment
For major constructed assets, the capitalized cost includes the price paid by the Company for labor and
materials plus interest and internal and external project management costs that are directly related to the
constructed assets. Machinery and equipment at December 31, 2024 and 2023 included $8,098 and $6,001,
respectively, of construction in progress for various capital projects. No interest costs were capitalized for the
years ended December 31, 2024 and 2023. At December 31, 2024 and 2023, accounts payable and accrued
expenses included $1,657 and $1,196, respectively, of capitalized costs. Selling, general, and administrative
expenses included depreciation expense of $318, $294, and $278 in 2024, 2023, and 2022, respectively.
Depreciation of property, plant and equipment is being provided for by the straight-line method over estimated
useful lives as follows:
Buildings and building and leasehold improvements
3 - 25 years
Machinery and equipment
2 - 30 years
Furniture and fixtures
3 - 10 years
Automotive equipment
3 - 10 years
Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. When
units of property are retired or otherwise disposed of, their cost and related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is credited or charged to income.
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
45
The Company expenses all exploration costs as incurred, as well as costs incurred at an operating quarry or
mine, other than capital expenditures and inventory. Costs to acquire mineral reserves are capitalized upon
acquisition. Costs incurred to develop new mineral reserves, to expand the capacity of a quarry or mine, or to
develop quarry or mine areas substantially in advance of current production are capitalized once proven and
probable reserves exist and can be economically produced. For each quarry or mine, capitalized costs to acquire
and develop mineral reserves are depleted using the units-of-production method based on the proven and
probable reserves for such quarry or mine.
The Company reviews its long-lived assets for impairment and, when events or circumstances indicate the
carrying amount of an asset may not be recoverable, the Company determines if impairment of value exists. If
the estimated undiscounted future net cash flows are less than the carrying amount of the asset, an impairment
exists, and an impairment loss must be calculated and recorded. If an impairment exists, the impairment loss is
calculated based on the excess of the carrying amount of the asset over the asset’s fair value. Any impairment
loss is treated as a permanent reduction in the carrying value of the asset. The Company had no impairments in
the years presented in the financial statements.
(j) Asset Retirement Obligations
The Company recognizes legal obligations for reclamation and remediation associated with the retirement of
long-lived assets at their fair value at the time the obligations are incurred (“AROs”). Over time, the liability for
AROs is recorded at its present value each period through accretion expense, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the liability, the Company either settles
the AROs for the recorded amount or recognizes a gain or loss. The Company’s AROs of $1,484 and $1,548 as
of December 31, 2024 and 2023, respectively, are included in Other liabilities and Accrued expenses on the
Company’s Consolidated Balance Sheets. As of December 31, 2024, assets, net of accumulated depreciation,
associated with the Company’s AROs totaled $580. During 2024 and 2023, the Company spent $94 and $36,
respectively, on its AROs, and recognized accretion expense of $102, $99, and $97 in 2024, 2023, and 2022,
respectively, on its AROs.
The AROs were estimated based on studies and the Company’s process knowledge and estimates and are
discounted using a credit adjusted risk-free interest rate. The AROs are adjusted when further information
warrants an adjustment. The Company estimates annual expenditures of approximately $100 per year in years
2025 through 2029 relating to its AROs.
(k) Accrued Expenses
Accrued expenses consist of the following:
December 31,
2024
2023
Personnel related expenses
$
3,371 $
4,073
Income taxes
466
2,010
Other taxes
1,098
1,112
Utilities
893
944
Other
713
366
$
6,541 $
8,505
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
46
(l) Environmental Expenditures
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are expensed. Liabilities are recorded at their present value when
environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated.
Generally, the timing of these accruals will coincide with completion of a feasibility study or the Company’s
commitment to a formal plan of action.
The Company incurred capital expenditures related to environmental matters of $997 in 2024, $1,456 in 2023,
and $779 in 2022.
(m) Income and Dividends Per Share of Common Stock
The following table sets forth the computation of basic and diluted income per common share:
Years Ended December 31,
2024
2023
2022
Net income for basic and diluted income per common
share
$
108,839 $
74,549 $
45,429
Weighted-average shares for basic income per common
share
28,579,354 28,461,955 28,359,800
Effect of dilutive securities:
Employee and director stock options(1)
109,017
71,425
42,245
Adjusted weighted-average shares and assumed
exercises for diluted income per common share
28,688,371 28,533,380 28,402,045
Basic net income per common share
$
3.81 $
2.62 $
1.60
Diluted net income per common share
$
3.79 $
2.61 $
1.60
(1) Excludes 9,375 and 80,625 stock options in 2023 and 2022, respectively, as antidilutive because the
exercise price exceeded the average per share market price for the periods presented. No stock options
were excluded in 2024 as antidilutive.
The Company paid $0.20, $0.16, and $0.16 of cash dividends per share of common stock in 2024, 2023, and
2022, respectively.
(n) Stock-Based Compensation
The Company expenses all stock-based payments to employees and directors, including grants of stock options
and restricted stock, in the Company’s Consolidated Statements of Income based on their fair values.
Compensation cost is recognized on a straight-line basis over the vesting period.
(o) Income Taxes
The Company utilizes the asset and liability approach in its reporting for income taxes. Deferred income tax
assets and liabilities are computed for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
47
are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.
Income tax related interest and penalties are included in income tax expense.
The Company also assesses individual tax positions to determine if they meet the criteria for some or all of the
benefits of that position to be recognized in the Company’s financial statements. The Company only recognizes
tax positions that meet the more-likely-than-not recognition threshold.
(p)
New Accounting Pronouncements
Segment Reporting – In November 2023, the Financial Accounting Standards Board (the “FASB”) issued
guidance that expands segment disclosures for public entities, including requiring disclosure of significant
segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and
position of the CODM and an explanation of how the CODM uses reported measures of segment profit or loss
in assessing segment performance and allocating resources (“ASU 2023-07”). ASU 2023-07 also expands
disclosures about a reportable segment’s profit or loss and assets in interim periods and clarifies that a public
entity may report additional measures of segment profit if the CODM uses more than one measure of a
segment’s profit or loss. ASU 2023-07 does not remove existing segment disclosure requirements or change
how a public entity identifies its operating segments, aggregates those operating segments, or determines its
reportable segments. The Company adopted ASU 2023-07 in the fourth quarter 2024. See Note (9) Business
Segment.
Improvements to Income Tax Disclosures – In December 2023, the FASB issued guidance that expands income
tax disclosures for public entities, including requiring enhanced disclosures related to the rate reconciliation and
income taxes paid information (“ASU 2023-09”). ASU 2023-09 is effective for annual disclosures for fiscal
years beginning after December 15, 2024, with early adoption permitted. The guidance should be applied on a
prospective basis, with retrospective application to all prior periods presented in the financial statements
permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statements
and related disclosures.
Expense Disaggregation Disclosures - In November 2024, the FASB issued guidance that requires disclosure of
specified information about certain costs and expenses in the notes to the consolidated financial statements
(“ASU 2024-03”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and
interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. ASU
2024-03 is to be applied on a prospective basis, with retrospective application permitted. The Company is
evaluating the impact, if any, of ASU 2024-03 on its financial statements and related disclosures.
(2) 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 $75,000 revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion
feature to borrow up to an additional $50,000 on the same terms, subject to approval by the Lender or another lender
selected by the Company. The credit agreement also provides for a $10,000 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
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
48
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 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.
The Company had no debt outstanding at December 31, 2024 or 2023. The Company had $6,632 of letters of
credit issued at December 31, 2024, which count as draws against the available commitment under the Revolving
Facility.
(3) 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 December 31, 2024. Some operating leases include options to extend the leases for up to 5
years. The Company’s lease calculations include the impact of options to extend when it is reasonably certain the
Company will exercise the option. The Company used a weighted-average discount rate of 6.4% and 6.2% for leases
entered into during 2024 and 2023, respectively. The components of net operating lease costs for 2024, 2023, and 2022
were as follows (in thousands):
Year Ended December 31,
Classification
2024
2023
2022
Operating lease costs(1)
Cost of revenues
$
2,642
$
3,090
$
2,374
Operating lease costs(1)
Selling, general and administrative
expenses
307
216
275
Rental revenues
Revenues
(332)
(470)
(419)
Rental revenues
Other (income) expense, net
(95)
(91)
(70)
Net operating lease costs
$
2,522
$
2,745
$
2,160
(1) Includes the costs of leases with a term of one year or less.
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
49
As of December 31, 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):
2025
$
1,691
2026
1,508
2027
1,141
2028
454
2029
159
Thereafter
565
Total future minimum lease payments
5,518
Less imputed interest
(479)
Present value of lease liabilities
$
5,039
Supplemental cash flow information pertaining to the Company’s leasing activity for the years ended
December 31, 2024, 2023, and 2022 was as follows (in thousands):
Year Ended December 31,
2024
2023
2022
Cash payments for lease liabilities included in operating cash flows
$
1,954 $
1,641 $
1,660
Right-of-use assets obtained in exchange for operating lease obligations
$
998 $
1,286 $
3,456
(4) Income Taxes
Income tax expense (benefit) for the years ended December 31 was as follows:
2024
2023
2022
Current income tax expense
$ 28,544 $ 19,736 $ 8,606
Deferred income tax (benefit) expense
(1,000)
(923) 2,527
Income tax expense
$ 27,544 $ 18,813 $ 11,133
A reconciliation of income taxes computed at the federal statutory rate to income tax expense for the years
ended December 31 is as follows:
2024
2023
2022
Percent of
Percent of
Percent of
Pretax
Pretax
Pretax
Amount Income
Amount Income
Amount Income
Income taxes computed at the federal statutory rate $ 28,640
21.0 % $ 19,606
21.0 % $ 11,878
21.0 %
(Reduction) increase in taxes resulting from:
Statutory depletion in excess of basis
(2,701)
(2.0)
(2,172)
(2.3)
(1,869)
(3.3)
State income taxes, net of federal income
tax benefit
682
0.5
1,144
1.2
557
1.0
Disallowed executive compensation
2,040
1.5
818
0.9
493
0.9
Stock-based compensation
(1,105)
(0.8)
(218)
(0.2)
33
—
Other
(12)
0.0
(365)
(0.4)
41
0.1
Income tax expense
$ 27,544
20.2 % $ 18,813
20.2 % $ 11,133
19.7 %
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
50
Components of the Company’s deferred tax liabilities and assets are as follows:
December 31, December 31,
2024
2023
Deferred tax liabilities
Property, plant and equipment
$ 24,187 $ 25,207
Operating lease right-of-use assets
1,095
1,195
25,282
26,402
Deferred tax assets
Operating lease liabilities
1,136
1,247
Other
487
496
1,623
1,743
Deferred tax liabilities, net
$ 23,659 $ 24,659
Current income taxes are classified on the Company’s Consolidated Balance Sheets as follows:
December 31,
December 31,
2024
2023
Accrued expenses
$
466 $
2,010
The Company had no federal net operating loss carry forwards at December 31, 2024. The Company reduces
deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is “more likely than not”
that some portion or all of the deferred tax assets will not be realized. Deferred tax assets are considered fully
recognizable because of the Company’s recent income history and expectations of income in the future. The Company’s
federal income tax returns for the year ended December 31, 2021 and subsequent years remain subject to examination.
The Company’s income tax returns in certain state income tax jurisdictions remain subject to examination for various
periods for the year ended December 31, 2020 and subsequent years.
(5) Employee Retirement Plans
The Company has a contributory retirement (401(k)) savings plans for non-union employees and for union
employees of Arkansas Lime Company, Carthage, and Texas Lime Company. Company contributions to these plans
were $352, $329 and $311 in 2024, 2023, and 2022, respectively.
(6) Stock-Based Compensation
The Plan provides for stock options, restricted stock, and dollar-denominated cash awards, including
performance-based awards. In addition to stock options, restricted stock, and cash awards, the Plan provides for the grant
of stock appreciation rights, deferred stock, and other stock-based awards to directors, officers, employees, and
consultants.
The Plan was amended in 2024 to increase the number of shares of Company common stock reserved for stock-
based awards under the Plan and to make other changes. At December 31, 2024, the number of shares of common stock
remaining available for future grants of stock options, restricted stock, or other forms of stock-based awards under the
Plan was 837,225. Stock options granted under the Plan expire ten years from the date of grant and generally become
exercisable, or vest, immediately. Restricted stock generally vests over periods of one-half to three years. Upon the
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
51
exercise of stock options, the Company issues common stock from its non-issued authorized or treasury shares that have
been reserved for issuance pursuant to the Plan. Forfeitures are recognized in the period they occur.
The Company recorded $4,893, $3,182, and $2,636 for stock-based compensation expense related to stock
options and shares of restricted stock for 2024, 2023, and 2022, respectively. The amounts included in cost of revenues
were $320, $248, and $211 and in selling, general and administrative expense were $4,573, $2,934, and $2,425, for
2024, 2023, and 2022, respectively.
A summary of the Company’s stock option and restricted stock activity and related information for the year
ended December 31, 2024 and certain other information for the years ended December 31, 2024, 2023, and 2022 are as
follows:
Weighted-
Weighted-
Average
Aggregate
Average
Stock
Exercise
Intrinsic
Restricted Grant-Date
Options
Price
Value
Stock
Fair Value
Outstanding (stock options); non-vested (restricted stock) at
December 31, 2023
232,500 $ 25.43 $ 4,799
91,235 $ 40.32
Granted
9,000 65.34
607
74,305 107.11
Exercised (stock options); vested (restricted stock)
(74,500) 24.19 3,455 (85,288) 45.02
Forfeited
—
—
—
(1,245) 38.25
Outstanding (stock options); non-vested (restricted stock) at
December 31, 2024
167,000 $ 28.13 $ 17,469
79,007 $ 98.09
Exercisable at December 31, 2024
154,500 $ 26.68 $ 16,386
n/a
n/a
2024
2023
2022
Weighted-average fair value of stock options granted during the year
$
27.04 $
16.86 $
9.95
Weighted-average remaining contractual life for stock options in years
5.92
6.85
6.87
Total fair value of stock options vested during the year
$
744 $
434 $
287
Total intrinsic value of stock options exercised during the year
$
3,455 $
1,589 $
157
Total fair value of restricted stock vested during the year
$
3,839 $
2,663 $
2,235
There were 12,500 non-vested stock options at December 31, 2024, and the weighted-average remaining
contractual life of the outstanding and exercisable stock options at such date was 5.92 years. The total compensation cost
not yet recognized for restricted stock at December 31, 2024 was $7,190, which will be recognized over the weighted
average of 1.04 years.
The fair value for the stock options was estimated at the date of grant using a lattice-based option valuation
model, with the following weighted-average assumptions for the 2024, 2023, and 2022 grants: risk-free interest rates of
4.57% in 2024, 3.41% to 3.84% (weighted average 3.74%) in 2023, and 2.92% to 3.94% (weighted average 3.74%) in
2022; a dividend yield of 0.31% in 2024, 0.35% to 0.48% (weighted average 0.39%) in 2023, and 0.57% to 0.73%
(weighted average 0.62%) in 2022; and a volatility factor of .406 in 2024, .389 to .400 (weighted average .397) in 2023,
and .374 to .385 (weighted average .382) in 2022, based on the daily per-share closing prices for five years preceding the
date of issuance. In addition, the fair value of these options was estimated based on an expected life of five years. The
fair value of restricted stock is based on the closing per-share price of the Company’s common stock on the date of
grant.
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
52
(7) Share Repurchases
During 2024, pursuant to provisions in the Plan that allow employees and directors to pay the tax withholding
liability upon the lapse of restrictions on restricted stock in either cash and/or delivery of shares of the Company’s common
stock, the Company repurchased 28,028 shares at a weighted-average price of $125.09 per share.
(8) Commitments and Contingencies
The Company is party to lawsuits and claims arising in the normal course of business, none of which, in the
opinion of management, is expected to have a material adverse effect on the Company’s financial condition, results of
operations, cash flows, or competitive position.
The Company is not contractually committed to any planned capital expenditures until actual orders are placed
for equipment or services. At December 31, 2024, the Company had $35,480 for open equipment and construction
contracts.
(9) Reportable Segment
In November 2023, the FASB amended guidance in ASC 280, Segment Reporting (“ASC 280”) by issuing
ASU 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 the years ending December 31, 2023 and 2022. See Note 1(p).
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
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 2023 and 2022 have been recast to be consistent with the 2024 presentation.
The Company’s CODM is the chief executive officer. The lime and limestone operations segment derives
revenues from the sale of crushed limestone, pulverized limestone, aggregate, quicklime, hydrated lime, and lime slurry.
The accounting policies of the lime and limestone operations segment are the same as those described in Note
(1) Summary of Significant Accounting Policies.
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.”
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2024, 2023 and 2022
53
The following table presents revenue, significant expenses, and profit for the years ended December 31, 2024,
2023, and 2022 as reviewed and used by the CODM. There are no other significant segment items or reconciling items
to consolidated net income.
2024
2023
2022
Revenues
$ 317,721 $ 281,330 $ 236,150
Less:
Fuel, energy, and transportation
82,232
88,521
88,758
Depreciation, depletion and amortization
23,855
23,533
21,922
Outside services, maintenance, and supplies
28,536
29,310
22,086
Personnel expenses
30,980
29,209
26,528
Other cost of revenues
8,137
7,890
6,514
Selling, general and administrative expenses
19,058 17,445 15,559
Other (income) expense, net
(11,460)
(7,940)
(1,779)
Income tax expense
27,544 18,813 11,133
Net income
$ 108,839 $ 74,549 $ 45,429
(10) Subsequent Events
On February 3, 2025, the Company declared an increased regular quarterly cash dividend of $0.06 per share on
the Company’s common stock. This dividend is payable on March 14, 2025 to shareholders of record at the close of
business on February 21, 2025.
54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures. The Company’s management, with the participation of the
Company’s CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the
end of the period covered by this Report on Form 10-K. Based on that evaluation, the CEO and CFO concluded that the
Company’s disclosure controls and procedures as of the end of the period covered by this Report were effective.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision
of the Company’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company’s financial statements for external purposes in accordance with generally accepted
accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Additionally, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
As of December 31, 2024, management assessed the effectiveness of the Company’s internal control over
financial reporting based on the criteria for effective internal control over financial reporting established in the 2013
“Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the “COSO criteria”). Based on the assessment, management determined that the Company maintained
effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
Grant Thornton LLP, the Company’s independent registered public accounting firm, has issued an audit report
on the effectiveness of the Company’s internal control over financial reporting, which appears elsewhere in this Report
on Form 10-K.
Changes in internal control over financial reporting. No change in the Company’s internal control over
financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
55
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information appearing under “Election of Directors,” “Information About Our Nominees for Director,”
“Information About Our Executive Officers Who Are Not Directors,” and “Corporate Governance” in the definitive
Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”) is hereby
incorporated by reference in answer to this Item 10. The Company anticipates that it will file the 2025 Proxy Statement
with the SEC on or before April 30, 2025.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under “Executive Compensation” and “Compensation of Directors” in the 2025
Proxy Statement is hereby incorporated by reference in answer to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information appearing under “Voting Securities and Principal Shareholder,” “Shareholdings of Company
Directors and Executive Officers,” and “Executive Compensation” in the 2025 Proxy Statement is hereby incorporated
by reference in answer to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information appearing under “Voting Securities and Principal Shareholder” and “Corporate Governance” in
the 2025 Proxy Statement is hereby incorporated by reference in answer to this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information appearing under “Independent Auditors” in the 2025 Proxy Statement is hereby incorporated
by reference in answer to this Item 14.
56
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
1. The following financial statements are included in Item 8:
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2024 and 2023;
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and
2022;
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31,
2024, 2023 and 2022;
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023
and 2022; and
Notes to Consolidated Financial Statements.
2. All financial statement schedules are omitted because they are not applicable or are immaterial or the
required information is presented in the consolidated financial statements or the related notes.
(b)
Exhibits
The Exhibit Index set forth below is incorporated by reference in response to this Item.
EXHIBIT INDEX
3.1 Articles of Amendment to the Restated Articles of Incorporation, as Amended, of United States Lime &
Minerals, Inc., dated as of May 2, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed May 6, 2024, File Number 000-04197).
3.2
Restated Articles of Incorporation, as Amended, of United States Lime & Minerals, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2024, File Number 000-04197).
3.3
Amended and Restated Bylaws of United States Lime & Minerals, Inc. as of October 30, 2024
(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2024, File Number 000-04197).
4.1
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as
Amended (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed
May 6, 2024, File Number 000-04197).
10.1.1
United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan, as Amended and Restated
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 6,
2024, File Number 000-04197).
10.1.2
Form of restricted stock grant agreement under the United States Lime & Minerals, Inc. 2001 Long-Term
Incentive Plan, as Amended and Restated.
57
10.2
Employment Agreement effective as of January 1, 2025, with certain amendments effective as of
August 1, 2024, between United States Lime & Minerals, Inc. and Timothy W. Byrne, including Cash
Performance Bonus Award Agreement dated as of January 1, 2025 between United States Lime and
Minerals, Inc. and Timothy W. Byrne, set forth as Exhibit A thereto (incorporated by reference to Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, File Number
000-04197).
10.3
Tenth Amendment to the Credit Agreement dated as of August 3, 2023 among United States Lime &
Minerals, Inc., each lender from time to time a party thereto, and Wells Fargo, N.A., as administrative
agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
Quarter ended September 30, 2023, File Number 000-4197).
10.4
Security Agreement dated as of August 25, 2004 among United States Lime & Minerals, Inc., Arkansas
Lime Company, Colorado Lime Company, Texas Lime Company and U. S. Lime Company-Houston, in
favor of Wells Fargo Bank, N. A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to
the Company’s Current Report on Form 8-K dated August 31, 2004, File Number 000-4197).
19.1
United States Lime & Minerals, Inc. Insider Trading Policy, as Amended and Restated, dated
February 26, 2025.
21.1
Subsidiaries of the Company.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Qualified Person
31.1
Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.
32.1
Section 1350 Certification by Chief Executive Officer.
32.2
Section 1350 Certification by Chief Financial Officer.
95.1
Mine Safety Disclosures.
96.1
Technical Report Summary on Texas Lime Company Limestone Operation, Johnson County, Texas,
USA, effective December 31, 2023, with a report date of February 20, 2024 (incorporated by reference to
Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, File
Number 000-4197).
96.2
Technical Report Summary on Arkansas Lime Company Limestone Operation, Independence County,
Arkansas, USA effective December 31, 2023, with a report date of February 20, 2024 (incorporated by
reference to Exhibit 96.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023, File Number 000-4197).
96.3
Technical Report Summary on ACT Holdings Company Limestone Operation, Izzard County, Arkansas,
USA, effective December 31, 2023, with a report date of February 20, 2024 (incorporated by reference to
Exhibit 96.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, File
Number 000-4197).
58
96.4
Technical Report Summary on U.S. Lime Company-St. Clair Limestone Operation, Sequoyah County,
Oklahoma, USA, effective December 31, 2023, with a report date of February 20, 2024 (incorporated by
reference to Exhibit 96.4 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023, File Number 000-4197).
97.1
United States Lime & Minerals, Inc Compensation Recovery Policy dated November 15, 2023
(incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023, File Number 000-4197).
101
Interactive Data Files (formatted as Inline XBRL).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Exhibits 10.1.1 through 10.2 are management contracts or compensatory plans or arrangements required to be filed as
exhibits.
ITEM 16. FORM 10-K SUMMARY.
Not Applicable.
59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 27, 2025
By:
/s/ TIMOTHY W. BYRNE
Timothy W. Byrne,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: February 27, 2025
By:
/s/ TIMOTHY W. BYRNE
Timothy W. Byrne,
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Date: February 27, 2025
By:
/s/ MICHAEL L. WIEDEMER
Michael L. Wiedemer,
Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
Date: February 27, 2025
By:
/s/ ANTOINE M. DOUMET
Antoine M. Doumet,
Director and Chairman of the Board
Date: February 27, 2025
By:
/s/ RICHARD W. CARDIN
Richard W. Cardin,
Director
Date: February 27, 2025
By:
/s/ SANDRA C. DUHÉ
Sandra C. Duhé,
Director
Date: February 27, 2025
By:
/s/ TOM S. HAWKINS, JR.
Tom S. Hawkins,
Director
Date: February 27, 2025
By:
/s/ LILA R. WEIRICH
Lila R. Weirich,
Director
Date: February 27, 2025
By:
/s/ JON A. WOLKENSTEIN
Jon A. Wolkenstein,
Director
[This page intentionally left blank]
DIRECTORY
DIRECTORS
EXECUTIVE OFFICERS
TRANSFER AGENT
AND REGISTRAR
Timothy W. Byrne (1)
President and Chief Executive Officer,
United States Lime & Minerals, Inc.
Richard W. Cardin (2,3,4)
Retired Partner, Arthur Andersen LLP
Antoine M. Doumet (1,3,4)
Chairman, United States Lime & Minerals,
Inc.
Private businessman and investor
Sandra C. Duhé (2,3,4)
Managing Director, Duhé Ventures, LLC
Tom S. Hawkins, Jr. (2,3,4)
Retired President of the Louisiana Division
of Atmos Energy Corporation
Lila R. Weirich (3)
Former Sales Director, Austin White Lime
Company
Jon A. Wolkenstein (2)
Retired Partner, Grant Thornton LLP
Timothy W. Byrne
President and Chief Executive Officer
John J. Gagnon
Vice President – Business Development
Nathan M. O’Neill
Vice President – Production
Timothy W. Stone
Vice President – Sales and Marketing
Michael L. Wiedemer
Vice President and Chief Financial
Officer
CORPORATE OFFICE
5429 LBJ Freeway, Suite 230
Dallas, TX 75240
Phone: (972) 991-8400
E-mail: uslime@uslm.com
Website: www.uslm.com
Computershare Investor Services
P.O. Box 43006
Providence, RI 02940
Overnight Mail:
150 Royal Street, Suite 101
Canton, MA 02021
Phone: (781) 575-2879
INDEPENDENT AUDITORS
Grant Thornton LLP
Dallas, Texas
STOCK LISTED
The Nasdaq Global Select Market®
Symbol: USLM
COUNSEL
Morgan, Lewis & Bockius LLP
Washington, D.C.
(1)
Executive Committee
(2)
Audit Committee
(3)
Nominating and Corporate Governance Committee
(4)
Compensation Committee
OPERATING SUBSIDIARIES
Arkansas Lime Company
Texas Lime Company
U.S. Lime Company - St. Clair
P.O. Box 2356
P.O. Box 851
P.O. Box 160
Batesville, AR 72503
Cleburne, TX 76033
Marble City, OK 74945
Tel: (870) 793-2301
Tel: (817) 641-4433
Tel: (918) 775-4466
Colorado Lime Company
U.S. Lime Company
U.S. Lime Company - Shreveport
1468 Hwy. 50
5420 Allison Rd.
P.O. Box 6771
Delta, CO 81416
Houston, TX 77048
Shreveport, LA 71136
Tel: (970) 874-8300
Tel: (713) 987-5463
Tel: (318) 865-9655
Carthage Crushed Limestone
U.S. Lime Co. - Transportation
Mill Creek Dolomite, LLC
P.O. Box 1086
5429 LBJ Freeway, Suite 230
P.O. Box 239
Carthage, MO 64836
Dallas, TX 75240
Mill Creek, OK 74856
Tel: (417) 526-5600
Tel: (972) 991-5690
Tel: (580) 384-5271
UNITED STATES LIME & MINERALS, INC.
5429 LBJ FREEWAY SUITE 230 DALLAS TEXAS 75240 WWW.USLM.COM