10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

OR

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

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

Commission file number is 000-04197

UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)

Texas	75-0789226
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5429 LBJ Freeway, Suite 230, Dallas, TX	75240
(Address of principal executive offices)	(Zip Code)

(972) 991-8400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	USLM	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer ☒
Non-accelerated filer	☐	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of October 29, 2024, 28,594,270 shares of common stock, $0.10 par value, were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(Unaudited)

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

See accompanying notes to condensed consolidated financial statements.

2

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
Revenues	$	89,427	100.0	%	$	74,878	100.0	%	$	237,659	100.0	%	$	215,638	100.0	%
Cost of revenues
Labor and other operating expenses		40,282	45.0	%		40,827	54.5	%		111,222	46.8	%		118,796	55.1	%
Depreciation, depletion and amortization		6,032	6.8	%		5,896	7.9	%		17,895	7.5	%		17,564	8.1	%
		46,314	51.8	%		46,723	62.4	%		129,117	54.3	%		136,360	63.2	%
Gross profit		43,113	48.2	%		28,155	37.6	%		108,542	45.7	%		79,278	36.8	%
Selling, general and administrative expenses		4,976	5.6	%		4,355	5.8	%		14,706	6.2	%		12,826	6.0	%
Operating profit		38,137	42.6	%		23,800	31.8	%		93,836	39.5	%		66,452	30.8	%
Other (income) expense, net		(3,061)	(3.5)	%		(2,197)	(2.9)	%		(8,387)	(3.5)	%		(5,529)	(2.6)	%
Income before income tax expense		41,198	46.1	%		25,997	34.7	%		102,223	43.0	%		71,981	33.4	%
Income tax expense		7,845	8.8	%		5,264	7.0	%		20,374	8.6	%		14,432	6.7	%
Net income	$	33,353	37.3	%	$	20,733	27.7	%	$	81,849	34.4	%	$	57,549	26.7	%
Net income per share of common stock
Basic	$	1.17			$	0.73			$	2.86			$	2.02
Diluted	$	1.16			$	0.73			$	2.85			$	2.02

See accompanying notes to condensed consolidated financial statements.

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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands)

(Unaudited)

	Common Stock			Additional
	Shares			Paid-In		Retained		Treasury
	Outstanding	Amount		Capital		Earnings		Stock		Total
Balances at December 31, 2023	28,522,780	$	2,955	$	35,539	$	412,499	$	(57,889)	$	393,104
Stock options exercised	12,000		1		129		—		—		130
Stock-based compensation	14,785		1		1,240		—		—		1,241
Treasury shares purchased	(3,435)		—		—		—		(172)		(172)
Cash dividends paid	—		—		—		(1,426)		—		(1,426)
Net income	—		—		—		22,439		—		22,439
Balances at March 31, 2024	28,546,130		2,957		36,908		433,512		(58,061)		415,316
Stock options exercised	40,025		4		(4)		—		—		—
Stock-based compensation	8,115		2		1,145		—		—		1,147
Cash dividends paid	—		—		—		(1,431)		—		(1,431)
Net income	—		—		—		26,057		—		26,057
Balances at June 30, 2024	28,594,270		2,963		38,049		458,138		(58,061)		441,089
Stock-based compensation	—		—		1,202		—		—		1,202
Cash dividends paid	—		—		—		(1,430)		—		(1,430)
Net income	—		—		—		33,353		—		33,353
Balances at September 30, 2024	28,594,270	$	2,963	$	39,251	$	490,061	$	(58,061)	$	474,214

	Common Stock			Additional
	Shares			Paid-In		Retained		Treasury
	Outstanding	Amount		Capital		Earnings		Stock		Total
Balances at December 31, 2022	28,410,395	$	2,944	$	32,255	$	342,504	$	(56,615)	$	321,088
Stock options exercised	28,810		3		110		—		—		113
Stock-based compensation	15,620		2		810		—		—		812
Treasury shares purchased	(3,230)		—		—		—		(98)		(98)
Cash dividends paid	—		—		—		(1,137)		—		(1,137)
Net income	—		—		—		17,104		—		17,104
Balances at March 31, 2023	28,451,595		2,949		33,175		358,471		(56,713)		337,882
Stock-based compensation	15,910		1		795		—		—		796
Cash dividends paid	—		—		—		(1,139)		—		(1,139)
Net income	—		—		—		19,712		—		19,712
Balances at June 30, 2023	28,467,505	$	2,950	$	33,970	$	377,044	$	(56,713)	$	357,251
Stock options exercised	17,630		2		(2)		—		—		—
Stock-based compensation	(135)		—		787		—		—		787
Cash dividends paid	—		—		—		(1,139)		—		(1,139)
Net income	—		—		—		20,733		—		20,733
Balances at September 30, 2023	28,485,000	$	2,952	$	34,755	$	396,638	$	(56,713)	$	377,632

See accompanying notes to condensed consolidated financial statements.

4

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

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

See accompanying notes to condensed consolidated financial statements.

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UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by United States Lime & Minerals, Inc. (the “Company”) without independent audit. In the opinion of the Company’s management, all adjustments of a normal and recurring nature necessary to present fairly the financial position, results of operations, and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2023. The results of operations for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of operating results for the full year.

Recent Events. On May 2, 2024, the shareholders of the Company approved an increase in the Company’s number of authorized shares of common stock from 30,000,000 to 45,000,000. On July 12, 2024, the Company effected a 5-for-1 split of its common stock in the form of a stock dividend 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 Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Stock Split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the aggregate par value of the additional shares issued in the Stock Split was reclassified from additional paid-in capital to common stock for all periods presented.

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

2. Organization

The Company is a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry producers) industries. The Company is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma, and Texas through its wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation. In addition, the Company, through its wholly owned subsidiary, U.S. Lime Company-O & G, LLC, has royalty and non-operated working interests in natural gas wells located in Johnson County, Texas, in the Barnett Shale Formation.

3. Accounting Policies

Revenue Recognition. The Company recognizes revenue for its lime and limestone operations when (i) a contract with the customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which is generally upon shipment. The Company’s returns and allowances are minimal. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. External freight billed to customers included in 2024 and 2023 revenues was $12.3 million and $12.2 million, for the respective three-month periods ended September 30, and $34.5 million and $35.4

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million, for the respective nine-month periods ended September 30, which approximates the amount of external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its natural gas interests, the Company recognizes revenue in the month of production and delivery.

Trade Receivables, Net. The majority of the Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the underlying purchase orders, contracts, or purchase agreements, and are generally fixed, short-term and do not contain a significant financing component. The Company estimates credit losses relating to trade receivables based on an assessment of the current and forecasted probability of collection, historical trends, economic conditions, and other significant events that may impact the collectability of accounts receivables. Due to the relatively homogenous nature of its trade receivables, the Company does not believe there are any meaningful asset-specific differences within its trade receivables portfolio that would require the portfolio to be grouped below the consolidated level for review of credit losses. Credit losses relating to trade receivables have generally been within management expectations and historical trends. Uncollected trade receivables are charged-off when identified by management to be unrecoverable. The Company maintains an allowance for credit losses to reflect currently expected estimated losses resulting from the failure of customers to make required payments.

4. Reportable Segment

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

7

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

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

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5. Income and Dividends Per Share of Common Stock

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income for basic and diluted income per common share	$	33,353	$	20,733	$	81,849	$	57,549
Weighted-average shares for basic income per common share		28,594		28,480		28,574		28,455
Effect of dilutive securities:
Employee and director stock options(1)		133		80		109		70
Adjusted weighted-average shares and assumed exercises for diluted income per common share		28,727		28,560		28,683		28,525
Basic net income per common share	$	1.17	$	0.73	$	2.86	$	2.02
Diluted net income per common share	$	1.16	$	0.73	$	2.85	$	2.02

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

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

6. Inventories

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

	September 30,		December 31,
	2024		2023
Lime and limestone inventories:
Raw materials	$	8,808	$	7,834
Finished goods		3,052		3,107
		11,860		10,941
Parts inventories		15,923		13,372
	$	27,783	$	24,313

7. Banking Facilities and Debt

The Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of August 3, 2023, provides for a $75 million revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by the Company. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on August 3, 2028.

Interest rates on the Revolving Facility are, at the Company’s option, SOFR, plus a SOFR adjustment rate of 0.10%, plus a margin of 1.000% to 2.000%, or the Lender’s Prime Rate, plus a margin of 0.000% to 1.000%, and a commitment fee range of 0.225% to 0.350% on the undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance with a pricing grid based upon the

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Company’s Cash Flow Leverage Ratio, defined as the ratio of the Company’s total funded senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization, and stock-based compensation expense (“EBITDA”) for the 12 months ended on the last day of the most recent calendar quarter, plus pro forma EBITDA from any businesses acquired during the period. Pursuant to a security agreement, dated August 25, 2004, the Revolving Facility is secured by the Company’s existing and hereafter acquired tangible assets, intangible assets, and real property. The maturity of the Revolving Facility and any incremental loans can be accelerated if any event of default, as defined under the credit agreement, occurs. The Company’s maximum Cash Flow Leverage Ratio is 3.50 to 1.

The Company may pay dividends so long as it remains in compliance with the provisions of the Company’s credit agreement, and it may purchase, redeem, or otherwise acquire shares of its common stock so long as its pro forma Cash Flow Leverage Ratio is less than 3.00 to 1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.

As of September 30, 2024, the Company had no debt outstanding and no draws on the Revolving Facility other than $0.5 million of letters of credit, which count as draws against the available commitment under the Revolving Facility.

8. Leases

The Company has operating leases for the use of equipment, corporate office space, and some of its terminal and distribution facilities. The leases have remaining lease terms of 0 to 7 years, with a weighted-average remaining lease term of 4 years at both September 30, 2024 and December 31, 2023. Some operating leases include options to extend the leases for up to 5 years and are only considered in the lease terms if the Company is reasonably certain it will exercise the option to extend.

The components of lease costs for the three- and nine-month periods ended September 30, 2024 and 2023 were as follows (in thousands):

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

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

As of September 30, 2024, future minimum payments under operating leases that were either non-cancelable or subject to significant penalty upon cancellation, including future minimum payments under renewal options that the Company is reasonably certain to exercise, were as follows (in thousands):

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

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

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

9. Income Taxes

The Company has estimated that its effective income tax rate for 2024 will be 19.9%. The primary reason for the effective income tax rate being below the federal statutory rate is due to statutory depletion, which is allowed for income tax purposes and is a permanent difference between net income for financial reporting purposes and taxable income.

10. Dividends

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

11. Subsequent Event

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

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ITEM 2:     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements. Any statements contained in this Report that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report, including without limitation statements relating to the Company’s plans, strategies, objectives, expectations, intentions, and adequacy of resources, are identified by such words as “will,” “could,” “should,” “would,” “believe,” “possible,” “potential,” “expect,” “intend,” “plan,” “schedule,” “estimate,” “anticipate,” and “project.” The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation the following: (i) the Company’s plans, strategies, objectives, expectations, and intentions are subject to change at any time at the Company’s discretion; (ii) the Company’s plans and results of operations will be affected by its ability to maintain and increase its revenues and manage its growth; (iii) the Company’s ability to meet short-term and long-term liquidity demands, including meeting the Company’s operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, including the ability of the Company’s customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company’s facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company’s limestone and its impact on process equipment and product quality, inclement weather conditions, including more severe and frequent weather events resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity threats and incidents, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers, and rail cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) the Company’s ability to expand its lime and limestone 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, 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 the effect of 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, and other environmental, social, governance, and sustainability considerations, and those that could impact the Company’s ability to continue or renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects; (ix) estimates of resources and reserves and remaining lives of reserves; (x) the impact of potential 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 Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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Overview.

We are a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry producers) industries. We are headquartered in Dallas, Texas and operate lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma, and Texas through our wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation.

We have identified one reportable segment based on the distinctness of our activities and products: lime and limestone operations. All operations are in the United States. Our other operations consists of natural gas interests through our wholly owned subsidiary, U.S. Lime Company-O&G, LLC. Assets related to our natural gas interests, unallocated corporate assets, and cash items are included in other identified assets. We do not believe that our natural gas interests are material to the current or prior periods.

Our revenues increased 19.4% and 10.2% in the third quarter and first nine months 2024, respectively, compared to the third quarter and first nine months 2023. Revenues from our lime and limestone operations increased 19.6% in the third quarter 2024, compared to the third quarter 2023, due to a 14.2% increase in the average selling prices for our lime and limestone products and a 5.4% increase in sales volumes of our lime and limestone products, which was principally due to increased demand from our construction and roof shingle customers. Revenues from our lime and limestone operations increased 10.3% in the first nine months 2024, compared to the first nine months 2023, due to a 14.3% increase in the average selling prices for our lime and limestone products, partially offset by a 4.0% decrease in sales volumes of our lime and limestone products, principally due to decreased demand from our construction customers, which was partially offset by increased demand from our industrial and roof shingle customers. While overall demand from our construction customers is down for the first nine months 2024, compared to the first nine months 2023, construction demand improved in the third quarter 2024 as weather conditions in the South-Central United States returned to a more normal pattern compared to the heavier than usual rainfalls that we experienced in the first half 2024.

Our gross profit increased 53.1% and 36.9% in the third quarter and first nine months 2024, respectively, compared to the third quarter and first nine months 2023. Gross profit from our lime and limestone operations increased 53.3% and 37.0% in the third quarter and first nine months 2024, respectively, compared to the third quarter and first nine months 2023. The increases in gross profit resulted primarily from the increases in revenues discussed above and decreases in operating expenses, somewhat attributed to lower natural gas prices and optimizing fuel blends on our kilns.

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 compensation, throughout this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Stock Split. The shares of common stock retain a par value of $0.10 per share.

Liquidity and Capital Resources.

Net cash provided by operating activities was $87.4 million in the first nine months 2024, compared to $64.7 million in the first nine months 2023, an increase of $22.7 million, or 35.1%. Our net cash provided by operating activities is composed of net income, depreciation, depletion and amortization (“DD&A”), deferred income taxes, stock-based compensation, other non-cash items included in net income and changes in working capital. In the first nine months 2024, net cash provided by operating activities was principally composed of $81.8 million net income, $18.1 million DD&A, and $3.6 million stock-based compensation, partially offset by $0.8 million deferred income taxes and a $15.3 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first nine months 2024 included an increase of $14.9 million in trade receivables, net, due primarily to increased sales in the third quarter 2024 compared to the fourth quarter 2023, and an increase of $3.5 million in inventories, partially offset by a decrease of $1.9 million in prepaid expenses and other current assets and an increase of $1.2 million in accounts payable and accrued expenses. In the first nine months 2023, net cash provided by operating activities was principally

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composed of $57.5 million net income, $17.8 million DD&A, and $2.4 million stock-based compensation, partially offset by $0.3 million deferred income taxes and a $12.6 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first nine months 2023 included an increase of $10.5 million in trade receivables, net, due primarily to increased sales in the third quarter 2023 compared to the fourth quarter 2022, and an increase of $4.2 million in inventories, partially offset by a decrease of $1.2 million in prepaid expenses and other current assets and an increase of $0.9 in accounts payable and accrued expenses.

We had $16.4 million in capital expenditures in the first nine months 2024, compared to $20.5 million in the first nine months 2023. Net cash used in financing activities was $4.3 million in the first nine months 2024, compared to $3.4 million in the first nine months 2023, consisting primarily of cash dividends paid in each period.

Cash and cash equivalents increased $67.0 million to $255.0 million at September 30, 2024 from $188.0 million at December 31, 2023.

We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of September 30, 2024, we did not have any material commitments for open purchase orders. In September 2024, we received the necessary permit to construct a new vertical kiln at our Texas Lime Company facility. We estimate the construction costs of the new kiln and related equipment and infrastructure will total approximately $65 million. We intend to fund this modernization and development project at our Texas Lime Company facility through cash on hand and cash flows from operations.

Our credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of August 3, 2023, provides for a $75 million revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by us. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on August 3, 2028.

Interest rates on the Revolving Facility are, at our option, SOFR, plus a SOFR adjustment rate of 0.10%, plus a margin of 1.000% to 2.000%, or the Lender’s Prime Rate, plus a margin of 0.000% to 1.000%, and a commitment fee range of 0.225% to 0.350% on the undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance with a pricing grid based upon our Cash Flow Leverage Ratio, defined as the ratio of our total funded senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization, and stock-based compensation expense (“EBITDA”) for the 12 months ended on the last day of the most recent calendar quarter, plus pro forma EBITDA from any businesses acquired during the period. Pursuant to a security agreement, dated August 25, 2004, the Revolving Facility is secured by our existing and hereafter acquired tangible assets, intangible assets, and real property. The maturity of the Revolving Facility and any incremental loans can be accelerated if any event of default, as defined under the credit agreement, occurs. Our maximum Cash Flow Leverage Ratio is 3.50 to 1.

We may pay dividends so long as we remain in compliance with the provisions of our credit agreement, and we may purchase, redeem or otherwise acquire shares of our common stock so long as our pro forma Cash Flow Leverage Ratio is less than 3.00 to 1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.

At September 30, 2024, we had no debt outstanding and no draws on the Revolving Facility other than $0.5 million of letters of credit, which count as draws against the available commitment under the Revolving Facility. We believe that, absent a significant acquisition, cash on hand and cash flows from operations will be sufficient to meet our operating needs, ongoing capital needs, including current and possible future modernization, expansion, and development projects, and liquidity needs and allow us to pay regular quarterly cash dividends for the near future.

Results of Operations.

Revenues in the third quarter 2024 were $89.4 million, compared to $74.9 million in the third quarter 2023, an increase of $14.5 million, or 19.4%. Revenues from our lime and limestone operations were $89.2 million in the third quarter 2024, compared to $74.6 million in the third quarter 2023, an increase of $14.6 million, or 19.6%. The increase in our revenues in the third quarter 2024, compared to the third quarter 2023, resulted from an increase in the average selling prices for our lime and limestone products and increased sales volumes of our lime and limestone products, principally due to increased demand from our construction and roof shingle customers.

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For the first nine months 2024, revenues were $237.7 million, compared to $215.6 million in the first nine months 2023, an increase of $22.0 million, or 10.2%. For the first nine months 2024, our lime and limestone revenues were $236.9 million, compared to $214.8 million in the first nine months 2023, an increase of $22.1 million, or 10.3%. The increase in our revenues in the first nine months 2024, compared to the first nine months 2023, resulted from an increase in the average selling prices for our lime and limestone products, partially offset by decreased sales volumes of our lime and limestone products, principally due to decreased demand from our construction customers, offset in part by increased demand from our industrial and roof shingle customers.

Gross profit was $43.1 million in the third quarter 2024, compared to $28.2 million in the third quarter 2023, an increase of $15.0 million, or 53.1%. Gross profit from our lime and limestone operations in the third quarter 2024 was $43.2 million, compared to $28.2 million in the third quarter 2023, an increase of $15.0 million, or 53.3%. The increase in gross profit in the third quarter 2024, compared to the third quarter 2023, resulted primarily from the increased revenues discussed above and a decrease in operating expenses, somewhat attributed to lower natural gas prices and optimizing fuel blends on our kilns.

Gross profit was $108.5 million in the first nine months 2024, compared to $79.3 million in the first nine months 2023, an increase of $29.3 million, or 36.9%. Gross profit from our lime and limestone operations in the first nine months 2024 was $108.7 million, compared to $79.3 million in the first nine months 2023, an increase of $29.4 million, or 37.0%. The increase in gross profit in the first nine months 2024, compared to the first nine months 2023, resulted primarily from the increased revenues discussed above and a decrease in operating expenses, somewhat attributed to lower natural gas prices and optimizing fuel blends on our kilns.

Selling, general and administrative (“SG&A”) expenses were $5.0 million in the third quarter 2024, compared to $4.4 million in the third quarter 2023, an increase of $0.6 million, or 14.3%. SG&A expenses were $14.7 million in the first nine months 2024, compared to $12.8 million in the first nine months 2023, an increase of $1.9 million, or 14.7%. The increases in SG&A expenses in the 2024 periods, compared to the comparable 2023 periods, were primarily due to increased personnel expenses, including stock-based compensation.

Other (income) expense, net was $3.1 million income in the third quarter 2024 and $8.4 million income in the first nine months 2024, compared to $2.2 million income in the third quarter 2023 and $5.5 million income in the first nine months 2023. The increases of $0.9 million and $2.9 million in other (income) expense, net during the 2024 periods, compared to the comparable 2023 periods, were primarily due to interest earned on higher average balances in our cash and cash equivalents.

Income tax expense was $7.8 million and $20.4 million in the third quarter and first nine months 2024, compared to $5.3 million and $14.4 million in the comparable 2023 periods. The increases in income tax expense in the 2024 periods, compared to the comparable 2023 periods, were due to the increases in income before taxes.

Our net income was $33.4 million ($1.16 per share diluted) in the third quarter 2024, compared to net income of $20.7 million ($0.73 per share diluted) in the third quarter 2023, an increase of $12.6 million, or 60.9%. For the first nine months 2024, our net income was $81.8 million ($2.85 per share diluted), compared to $57.5 million ($2.02 per share diluted) in the first nine months 2023, an increase of $24.3 million, or 42.2%.

ITEM 4:     CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures as of the end of the period covered by this Report were effective.

No change in our internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.     OTHER INFORMATION

ITEM 2:     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our Amended and Restated 2001 Long-Term Incentive Plan, as Amended and Restated allows employees and directors to pay the exercise price for stock options and the tax withholding liability upon the lapse of restrictions on restricted stock by payment in cash and/or delivery of shares of common stock.  There were no repurchases in the third quarter 2024 pursuant to these provisions or otherwise.

ITEM 4:    MINE SAFETY DISCLOSURES

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our quarries, underground mine and plants is subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977. The required information regarding certain mining safety and health matters, broken down by mining complex, for the quarter ended September 30, 2024 is presented in Exhibit 95.1 to this Report.

We believe we are responsible to employees to provide a safe and healthy workplace environment. We seek to accomplish this by: training employees in safe work practices; openly communicating with employees; following safety standards and establishing and improving safe work practices; involving employees in safety processes; and recording, reporting and investigating accidents, incidents and losses to avoid reoccurrence.

Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the enforcement of mining safety and health standards on all aspects of mining operations. There has also been an increase in the dollar penalties assessed for citations and orders issued in recent years.

ITEM 5:    OTHER INFORMATION

On October 30, 2024, the Company’s Board of Directors (the “Board”) amended Section 2 of Article Three of the Company’s Amended and Restated Bylaws to increase the size of the Board from five to seven directors.

On October 30, 2024, the Board appointed Lila R. Weirich and Jon A. Wolkenstein as directors, effective November 1, 2024. The Board determined that both Ms. Weirich and Mr. Wolkenstein are independent directors as that term is defined by the Nasdaq listing rules and the rules of the SEC under the Securities Exchange Act of 1934, as amended. The Board anticipates Ms. Weirich will be named to the Nominating and Corporate Governance Committee and Mr. Wolkenstein will be named to the Audit Committee.

As non-employee directors, Ms. Weirich and Mr. Wolkenstein will receive cash and equity compensation paid by the Company in the same manner as the Company’s other non-employee directors, including pro rata compensation from the effective date of their appointments to the Board.

The following table sets forth the current compensation schedule for the Company’s non-employee directors:

Annual Retainer	$	20,000
Daily Meeting or Per Diem Fee	$	1,500
Telephonic Meeting Fee	$	1,000
Additional Annual Retainers:
Audit Committee Chairman	$	10,000
Compensation Committee Chairman	$	5,000

The non-employee directors are also granted annually, at their option, either 3,000 shares of restricted stock or 9,000 stock options under the Company’s Amended and Restated 2001 Long-Term Incentive Plan, as Amended and Restated. The shares of restricted stock vest six months from the grant date. The options are granted at the closing per share market price of the Company’s common stock on the date of the grant and vest immediately.

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ITEM 6:    EXHIBITS

The Exhibit Index set forth below is incorporated by reference in response to this Item.

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
3.1	Amended and Restated Bylaws of United States Lime & Minerals, Inc. as of October 30, 2024.
10.1	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 & 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).
31.1	Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32.1	Section 1350 Certification by the Chief Executive Officer.
32.2	Section 1350 Certification by the Chief Financial Officer.
95.1	Mine Safety Disclosures.
101	Interactive Data Files (formatted as Inline XBRL).
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UNITED STATES LIME & MINERALS, INC.
October 31, 2024	By:	/s/ Timothy W. Byrne
		Timothy W. Byrne
		President and Chief Executive Officer
		(Principal Executive Officer)
October 31, 2024	By:	/s/ Michael L. Wiedemer
		Michael L. Wiedemer
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED AS OF OCTOBER 30, 2024

BYLAWS

OF

UNITED STATES LIME & MINERALS, INC.

ARTICLE ONE

OFFICES

The Corporation may have, in addition to its registered office in the State of Texas, such other offices and places of business at such locations, both within and without the State of Texas, as the Board of Directors may from time to time determine or the business and affairs of the Corporation may require.

ARTICLE TWO

SHAREHOLDERS’ MEETINGS

Section 1. Annual Meetings. An annual meeting of the shareholders shall be held each year on a date and at a time designated by the Board of Directors.  At the meeting, the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Restated Articles of Incorporation or these Bylaws, may be called by the Chairman of the Board, the President, the Board of Directors or the holders of at least ten (10) percent of all the shares entitled to vote at the proposed special meeting, unless the Restated Articles of Incorporation provide for a number of shares greater than or less than ten (10) percent, but not greater than fifty (50) percent, in which event special meetings of the shareholders may be called by the holders of at least the percentage of shares so specified in the Restated Articles of Incorporation. Only business within the purpose or purposes described in the notice of special meeting of shareholders may be conducted at the meeting.

Section 3. Place of Meetings. Meetings of the shareholders shall be held at such places, within or without the state of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 4. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 5. Notice of Meetings. Written or printed notice stating the place, day and hour of each meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, reliable overnight or same-day courier or any mode of electronic transmission consented to by the shareholder, by or at the direction of the President, the Secretary or the body, officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting.  A consent to receive notice by electronic transmission may be revoked by the shareholder by giving written notice to the Corporation.  If the Corporation is unable to deliver by electronic transmission two consecutive notices and the Secretary, Assistant Secretary, or the transfer agent of the Corporation or another person responsible for delivering the notice on behalf of the Corporation knows that two consecutive deliveries of notice by electronic transmission were unsuccessful, the shareholder’s consent is deemed revoked.  Notice shall be deemed to have been given at the time when delivered personally or by reliable overnight or same-day courier or deposited in the mail or if sent by electronic communication when transmitted by facsimile number provided by the shareholder for the purpose of receiving notice, transmitted to an electronic mail address provided by the shareholder for the purpose of receiving notice, posted on an electronic network and a message has been sent to the shareholder at the address provided by the shareholder for purpose of alerting the shareholder of a posting, or communicated to the shareholder by any other mode of electronic transmission consented to by the shareholder.

An affidavit of the mailing or other means of giving any notice of any meeting of the shareholders, executed by the Secretary, Assistant Secretary or the transfer agent of the Corporation or another person responsible for delivering the notice on behalf of the Corporation giving the notice, shall be prima facie evidence of the giving of such notice.

Section 6. Quorum of Shareholders. The holders of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at each meeting of the shareholders for the transaction of business, except as otherwise provided by statute, the Restated Articles of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the the shareholders, either (i) the chairman of the meeting or (ii) the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally convened. When a quorum is present at any meeting, the vote of the holders of a majority of the shares entitled to vote, and present in person or represented by proxy, shall be the act of the  meeting, unless the vote of a greater number is required by statute, the Restated Articles of Incorporation or these Bylaws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The shareholders present or represented at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 7. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except as and to the extent otherwise provided by statute or by the Restated Articles of Incorporation. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such shareholder or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of: (i) a pledgee; (ii) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares; (iii) a creditor of the Corporation who extended it credit under terms requiring the appointment; (iv) an employee of the Corporation whose employment contract requires the appointment; or (v) a party to a voting trust or agreement created under Title 1. Chapter 6. Subchapter F. of the Texas Business Organizations Code. Each proxy shall be filed with the Secretary prior to or at the time of the meeting.

Section 8. Action Without a Meeting. Any action required to be taken at any annual or special meeting of the shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter thereof.

Section 9. Telephone Meetings. Subject to the provisions of any statute and these Bylaws regarding notice of meetings, shareholders may, unless otherwise restricted by the Restated Articles of Incorporation or these Bylaws, participate in and hold a meeting by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

ARTICLE THREE

BOARD OF DIRECTORS

Section 1. Management of the Corporation. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Restated Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 2. Number and Qualifications. The Board of Directors shall consist of seven (7) directors, which number may be increased or decreased from time to time by amendment to these Bylaws; provided, however, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. None of the directors need be shareholders of the Corporation or residents of the State of Texas.

Section 3. Election and Term of Office. At each annual meeting of the shareholders, the shareholders shall elect directors to hold office until the next succeeding annual meeting. At each election, the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office for the term for which he is elected and until his successor shall have been duly elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Section 4. Removal: Filling of Vacancies. Any or all of the directors may be removed, either for or without cause, at any meeting of the shareholders called expressly for that purpose, by the affirmative vote, in person or by proxy, of the holders of a majority of the shares then entitled to vote in an election of directors. Any vacancy occurring in the Board of Directors, resulting from the death, resignation, retirement, disqualification or removal from office of any director, or otherwise than as the result of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or may be filled by election at any annual or special meeting of the shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of any increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one (1) or more directors by the shareholders, or may be filled by election at any annual or specia1 meeting of the shareholders called for that purpose; provided, however, that the Board of Directors may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.

Section 5. Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the State of Texas.

Section 6. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held for the purpose of organization and the transaction of any other business, without notice, immediately following the annual meeting of the shareholders, and at the same place, unless by unanimous consent of the directors then elected and serving such time or place shall be changed.

Section 7. Regular Meetings. Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated to all directors.  Except as otherwise provided by statute, the Restated Articles of Incorporation or these Bylaws, any and all business may be transacted at any regular meeting.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on twenty-four (24) hours’ notice to each director, either personally or by mail or by email or fax. Special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two (2) directors. Except as may be otherwise expressly provided by statute, the Restated Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 9. Quorum and Manner of Acting. At all meetings of the Board of Directors the presence of a majority of the number of directors fixed by or in the manner provided by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, the Restated Articles of Incorporation or these Bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, the Restated Articles of Incorporation or these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally convened.

Section 10. Action Without a Meeting. Unless otherwise restricted by the Restated Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.  An electronic transmission by a director, consenting to an action to be taken and transmitted by a director, is considered written, signed and dated if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission.

Section 11. Telephone Meetings. Subject to the provisions of any statute and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by the Board may, unless

otherwise restricted by the Restated Articles of Incorporation or these Bylaws, participate in and hold a meeting of the Board or committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 12. Interested Directors and Officers. No contract or transaction between the Corporation and one (1) or more of its directors or officers or between the Corporation and any other Corporation, partnership, association, or other organization in which one (1) or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;  (ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 13. Directors’ Compensation. The Board of Directors shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees. The Board of Directors shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. Advisory Directors. The Board of Directors may appoint such number of advisory directors as it shall from time to time determine. Each advisory director appointed shall hold office for the term for which he is elected or until his earlier death, resignation, retirement or removal by the Board. The advisory directors may attend and be present at the meetings of the Board, although a meeting of the Board may be held without notice to the advisory directors and the advisory directors shall not be considered in determining whether a quorum of the Board is present. The advisory directors shall advise and counsel the Board of Directors on the business and operations of the Corporation as requested by the Board; provided however, that the advisory directors shall not be entitled to vote on any matter presented to the Board.

Section 15. Directors Emeritus. The Board of Directors may appoint directors emeritus as provided in Article Three Section 14 hereof. All regular directors who have served as such for not less than ten (10) successive years at the time of the annual meeting of the shareholders next succeeding their retirement shall be eligible to be appointed as a director emeritus to serve until his death, resignation, retirement or removal by the Board. Directors emeritus shall be considered as advisory directors.

ARTICLE FOUR

NOTICES

Section 1. Manner of Giving Notice. Whenever under the provisions of any statute, the Restated Articles of Incorporation or these Bylaws, notice is required to be given to any committee member, director or shareholder of the Corporation, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, or reliable overnight or same-day courier, addressed to such member, director or shareholder at his address as it appears on the records or (in the case of a shareholder) the stock transfer books of the Corporation, or by any mode of electronic transmission consented to by such member, director or shareholder. Any notice required or permitted to be given by mail shall be deemed to be delivered when the same shall be thus deposited in the United States mail.

Section 2. Waiver of Notice. Whenever any notice is required to be given to any committee member, director or shareholder of the Corporation by any statute, the Restated Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time

stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting of the Board of Directors or a committee shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3. When Notice Not Required. Any notice required to be given to any shareholder by statute, the Restated Articles of Incorporation or these Bylaws need not be given to the shareholder if: (i) notice of two (2) consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (ii) all but in no event less than two (2) payments (if sent by first class mail) of distributions or interest on securities during a twelve (12)-month period have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the Corporation is reflected in any articles or document filed with the Secretary of State, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given. If such a person delivers to the Corporation a written notice setting forth his then-current address, the requirement that notice be given to that person shall be reinstated.

ARTICLE FIVE

EXECUTIVE COMMITTEE

Section 1. Constitution and Powers. The Board of Directors, by resolution adopted by the affirmative vote of a majority of the number of directors fixed by or in the manner provided by these Bylaws, may designate two (2) or more directors (with such alternates, if any, as may he deemed desirable) to constitute an Executive Committee, which Executive Committee shall have and may exercise, when the Board is not in session, all the authority and powers of the Board in the business and affairs of the Corporation, even though such authority and powers be herein provided or directed to be exercised by a designated officer of the Corporation; provided, however, that the foregoing shall not be construed as authorizing action by the Executive Committee with respect to any action which by the Texas Business Organizations Code or other applicable stature, the Restated Articles of Incorporation or these Bylaws is required or specified to be taken by vote of a specified proportion of the number of directors fixed by or in the manner provided by these Bylaws, or by the Board, as such. The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon it or him by law. So far as practicable, members of the Executive Committee and their alternates (if any) shall be appointed by the Board of Directors at its first meeting after each annual meeting of shareholders and, unless sooner discharged by affirmative vote of a majority of the number of directors fixed by or in the manner provided by these Bylaws, shall hold office until their respective successors are duly appointed and qualify or until their earlier respective deaths, resignations, retirements or removal.

Section 2. Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by affirmative vote of a majority of the whole Committee and communicated to all the members thereof. Special meetings of the Executive Committee may be called by the Chairman of the Board, the President or any two (2) members thereof at any time on twenty-four (24) hours’ notice to each member, either personally or by mail or by email or fax. Except as may be otherwise expressly provided by statute, the Restated Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. The members of the Executive Committee shall act only as a committee, and the individual members shall have no power as such. The Executive Committee, at each meeting thereof, may designate one of its members to act as chairman and preside at the meeting or, in its discretion, may appoint a chairman from among its members to preside at all its meetings held during such period as the Committee may specify.

Section 3. Records. The Executive Committee shall keep a record of its acts and proceedings and shall report the same, from time to time, to the Board of Directors. The Secretary or, in his absence, an Assistant Secretary, shall act as secretary of the Executive Committee, or the Committee may, in its discretion, appoint its own secretary.

Section 4. Vacancies. Any vacancy in the Executive Committee may be filled by the affirmative vote of a majority of the number of directors fixed by or in the manner provided by these Bylaws.

ARTICLE SIX

OTHER COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors may, by resolution adopted by the affirmative vote of a majority of the number of directors fixed by or in the manner provided by these Bylaws, designate two (2) or more directors (with such alternates, if any, as may be deemed desirable) to constitute another committee or committees for any purpose permitted by statute, the Restated Articles of Incorporation and these Bylaws.

ARTICLE SEVEN

OFFICERS, EMPLOYEES AND AGENTS;

POWERS AND DUTIES

Section 1. Elected Officers. The elected officers of the Corporation shall be a Chairman of the Board, a Vice Chairman of the Board, a President, one (1) or more Vice Presidents as may be determined from time to time by the Board (and in case of each such Vice President, with such descriptive title, if any, as the Board shall deem appropriate), a Secretary and a Treasurer. None of the elected officers, with the exception of the Chairman of the Board and the Vice Chairman of the Board, need be a member of  the Board of Directors.

Section 2. Election. So far as is practicable, all elected officers shall be elected by the Board of Directors at its first meeting after each annual meeting of shareholders.

Section 3. Appointive Officers. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers and agents (none of whom need be a member of the Board) as it shall from time to time deem appropriate, who shall exercise such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board or by the Executive Committee.

Section 4. Two or More Offices. Any two (2) or more offices may be held by the same person.

Section 5. Compensation. The compensation of all executive officers of the Corporation shall be fixed from time to time by the Board of Directors or a Compensation Committee. The Board of Directors or the Compensation Committee may from time to time delegate to the President the authority to fix the compensation of any or all of the other officers of the Corporation.

Section 6. Term of Officer; Removal; Filling of Vacancies. Each elected officer of the Corporation shall hold office until his successor is duly elected and qualified in his stead or until his earlier death, resignation, retirement, disqualification or removal from office. Each appointive officer shall hold office at the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 7. Chairman of the Board. The Chairman of the Board shall preside when present at meetings of the shareholders and of the Board of Directors. He shall advise and counsel the President and the other officers of the Corporation and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time by the Board of Directors or the Executive Committee.

Section 8. Vice Chairman of the Board. The Vice Chairman of the Board shall generally assist, shall report to, and shall undertake such special projects as assigned to him by the Chairman of the Board and, subject to the provisions of these Bylaws, shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Board of Directors, the Executive Committee or the Chairman of the Board. In the event of the absence or disability of the Chairman of the Board, his duties shall be performed and his powers may be exercised by the Vice Chairman of the Board, unless otherwise determined by the Board of Directors, the Executive Committee or the Chairman of the Board.

Section 9. President. The President shall be the chief executive officer of the Corporation and shall report to the Board of Directors. Subject to the provisions of these Bylaws, he shall have general supervision of the affairs of the Corporation and shall have general and active control of all of its business. In the event of the absence or disability of the Chairman of the Board and the Vice Chairman of the Board, or if such officer shall not have been elected or be serving, the President shall preside when present at meetings of the shareholders and of the Board of Directors. He shall have the power and general authority to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment

of such employees and agents of the Corporation as the proper conduct of operations may require and to fix the compensation of all such persons whose compensation is not fixed by the Board of Directors or the Compensation Committee, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President; and in general to exercise all the powers usually appertaining to the office of president of a Corporation, except as otherwise provided by statute, the Restated Articles of Incorporation or these Bylaws. In the event of the absence or disability of the President, his duties shall be performed and his powers may be exercised by the Vice Presidents in the order of their seniority, unless otherwise determined by the President, the Executive Committee or the Board of Directors.

Section 10. Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President, the Executive Committee or the Board of Directors,

Section 11. Secretary. The Secretary shall see that notice is given of all meetings of the shareholders and special meetings of the Board of Directors and committees thereof and shall keep and attest true records of all proceedings at all such meetings. He shall have charge of the corporate seal and have authority to attest any and all instruments or writings to which the same may be affixed. He shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all duties usually appertaining to the office of secretary of a Corporation. In the event of the absence or disability of the Secretary, his duties shall be performed and his powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the Secretary, the President, the Executive Committee or the Board of Directors.

Section 12. Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Secretary, the President, the Executive Committee or the Board of Directors.

Section 13. Chief Financial Officer. The Chief Financial Officer of the Corporation shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation. He shall supervise all payrolls and vouchers of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall supervise the receipt, review and consolidation of all operating and financial statements of the Corporation and its various subsidiaries and departments; shall have supervision of the books of account of the Corporation and their arrangement and classification; shall supervise the accounting and financial reporting practices of the Corporation; and shall have charge of all matters relating to taxation. The Chief Financial Officer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors or the Executive Committee shall from time to time direct or as shall be selected in accordance with procedures established by the Board or the Executive Committee; shall advise upon all terms of credit granted by the Corporation; shall supervise the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation. He shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange and other commercial paper payable to the Corporation and to give proper receipts or discharges for all payments to the Corporation. The Chief Financial Officer shall generally perform all duties usually appertaining to the office of chief financial officer of a Corporation. In the event of the absence or disability of the Chief Financial Officer, his duties shall be performed and his powers may be exercised by the Treasurer unless otherwise determined by the Chief Financial Officer, the President, the Executive Committee or the Board of Directors.

Section 14. Treasurer. The Treasurer shall generally assist the Chief Financial Officer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Chief Financial Officer, the President, the Executive Committee or the Board of Directors.

Section 15. Assistant Treasurers. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the Chief Financial Officer, the Treasurer, the President, the Executive Committee or the Board of Directors.

Section 16. Additional Powers and Duties. In addition to the foregoing especially enumerated powers duties and services, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Restated Articles of Incorporation or

these Bylaws, or as the Board of Directors or the Executive Committee may from time to time determine or as may be assigned to them by any competent superior officer.

ARTICLE EIGHT

SHARES AND TRANSFERS OF SHARES

Section 1. Certificates Representing Shares. Certificates in such form as may be determined by the Board of Directors and as shall conform to the requirements of statute, the Restated Articles of Incorporation and these Bylaws shall be delivered representing all shares with respect to which shareholders request such certificates. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof that the Corporation is organized under the laws of the State Texas, the holder’s name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof.  The signatures of such officers may be facsimiles.

Section 2. Lost Certificates. The Board of Directors, the Executive Committee, the President or such other officer or officers or any agent of the Corporation as the Board may from time to time designate, in its or his discretion, may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, the Executive Committee, the President or any such other officer or agent in its or his discretion and as a condition precedent to the issuance thereof may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it or he shall require and/or give the Corporation a bond in such form, in such sum, and with such surety or sureties as it or he may direct, as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfers of Shares. Shares of the Corporation shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. If a certificate representing shares is presented to the Corporation or the transfer agent of the Corporation with a request to register transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer, cancel the old certificate and, if requested, issue a new certificate if:

(i) the certificate is duly endorsed;

(ii) reasonable assurance is given that those endorsements are genuine and effective;

(iii) the Corporation has no duty as to adverse claims or has discharged the duty;

(iv) any applicable law relating to the collection of taxes has been complied with; and

(v) the transfer is in fact rightful or is to a bona fide purchaser.

Section 4. Registered Shareholders.  Prior to the due presentment for registration or transfer of shares, the Corporation may treat the registered owner as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. When shares are registered in the stock transfer books of the Corporation in the names of two (2) or more persons as joint owners with the right of survivorship, after the death of a joint owner and before the time that the Corporation receives actual written notice that a party or parties other than the surviving joint owner or owners claim an interest in the shares or any distributions thereon, the Corporation may record on its books and otherwise effect the transfer of those shares to any person, firm or Corporation (including the surviving joint owner or owners individually) and pay any distributions made in respect of those shares, in each case as if the surviving joint owner or owners were the absolute owners of the shares.

ARTICLE NINE

INDEMNIFICATION

Section 1. Indemnification of Directors. The Corporation shall indemnify a person who was, is, or is threatened to be made, a named defendant or respondent in a proceeding because the person is or was a director of the Corporation against any judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding if it is determined, in the manner described below, that the person (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his official capacity as a director, that his conduct was in the Corporation’s best interests, and in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (iii) in the case of any criminal

proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that, if the person is found liable to the Corporation or is found liable on the basis that a personal benefit was improperly received by the person, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation.

The determinations required above that the person has satisfied the prescribed conduct and belief standards must be made (a) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding, (b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two (2) or more directors who at the time of the vote are not named defendants or respondents in the proceeding, (c) by special legal counsel selected by the Board or a committee of the Board by vote as set forth in clause (a) or (b) of this sentence, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors, or (d) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. The determination as to reasonableness of expenses must be made in the same manner as the determination that the person has satisfied the prescribed conduct and belief standards, except that, if the determination that the person has satisfied the prescribed conduct and belief standards is made by special legal counsel, the determination as to reasonableness of expenses must be made by the Board of Directors or a committee of the Board by vote as set forth in clause (a) or (b) of the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.

The termination of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements for indemnification set forth above. A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

Notwithstanding any other provision of these Bylaws, the Corporation shall pay or reimburse expenses incurred by a director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.

Section 2. Advancement of Expenses to Directors. Reasonable expenses incurred by a director who was, is, or is threatened to be made, a named defendant or respondent in a proceeding, or incurred by a director in connection with his appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding, shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding and without any of the determinations specified in Section 1 of this Article, after the Corporation receives a written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification under Section 1 of this Article and a written undertaking by or on behalf of such director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements. The written undertaking described in the immediately preceding sentence to repay the amount paid or reimbursed to the director by the Corporation must be an unlimited general obligation of the director but need not be secured and it may be accepted without reference to financial ability to make repayment.

Section 3. Officers. The Corporation shall indemnify and advance expenses to an officer of the Corporation to the same extent that it is required to indemnify and advance expenses to directors under these Bylaws or by statute. In addition, the Corporation may indemnify and advance expenses to an officer of the Corporation to such further extent, consistent with statute, as may be provided by the Restated Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

Section 4. Others. The Corporation may indemnify and advance expenses to an employee or agent of the Corporation to the same extent that it is required to indemnify and advance expenses to directors under these Bylaws or by statute. The Corporation may indemnify and advance expenses to persons who are not or were not officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Corporation for profit subject to the provisions of the Texas Business Organizations Code, Corporation for profit organized under laws other than the laws of the State of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the same extent that it is required to indemnify and advance expenses to directors under this Article or by statute. The Corporation may indemnify and advance expenses to an employee, agent or other person serving at the request of the Corporation (as described above in this Section 4) who is not a director to such further

extent, consistent with statute, as may be provided by the Restated Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

Section 5. Insurance and Other Arrangements. The Corporation may purchase and maintain insurance or establish and maintain other arrangements on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Corporation for profit subject to the provisions of the Texas Business Organizations Code, Corporation for profit organized under laws other than the laws of the State of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against or in respect of any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him against that liability by statute or under these Bylaws. If the insurance or other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or other arrangement may provide for payment of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been approved by the shareholders of the Corporation.

Without limiting the power of the Corporation to purchase, procure, establish or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation, (i) create a trust fund; (ii) establish any form of self-insurance; (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (iv) establish a letter of credit, guaranty or surety arrangement. The insurance or other arrangement may be purchased, procured, maintained or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or other arrangement shall not be voidable, and shall not subject the directors approving the insurance or other arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or other arrangement.

Section 6. Report to Shareholders. Any indemnification of or advance of expenses to a director in accordance with this Article or the provisions of any statute shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve (12)-month period immediately following the date of the indemnification or advance.

Section 7. Entitlement. These indemnification provisions shall inure to each of the directors, officers, employees and agents of the Corporation, and other persons serving at the request of the Corporation (as provided in this Article), whether or not the claim asserted against him is based on matters that antedate the adoption of this Article, and in the event of his death shall extend to his legal representatives; but such rights shall not be exclusive of any other rights to which he may be entitled.

Section 8. Definitions. For purposes of this Article:

(a) The term “expenses” includes court costs and attorneys’ fees;

(b) The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding;

(c) The term “director” means any person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Corporation for profit subject to the provisions of the Texas Business Organizations Code, Corporation for profit organized under laws other than the laws of the State of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise;

(d) The term “corporation” includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article;

(e) The term “official capacity” means, when used with respect to a director, the office of director in the Corporation and, when used with respect to a person other than a director, the elective or appointive office in the

Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation, but does not include service for any other Corporation for profit subject to the provisions of the Texas Business Organizations Code or Corporation for profit organized under laws other than the laws of the State of Texas or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise; and

(f) The Corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted to be taken by a director with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 9. Severability. The provisions of this Article are intended to comply with Title 1. Chapter 8. Subchapters B. and C. of the Texas Business Organizations Code. To the extent that any provision of this Article authorizes or requires indemnification or the advancement of expenses contrary to such statute or the Restated Articles of Incorporation, the Corporation’s power to indemnify or advance expenses under such provision shall be limited to that permitted by such statute and the Restated Articles of Incorporation and any limitation required by such statute or the Restated Articles of Incorporation shall not affect the validity of any other provision of this Article.

ARTICLE TEN

MISCELLANEOUS

Section 1. Distributions and Share Dividends. Distributions in the form of dividends and share dividends on the outstanding shares of the Corporation, subject to any restrictions in the Restated Articles of Incorporation and to the limitations imposed by statute, may be declared by the Board of Directors at any regular or special meeting. Distributions in the form of dividends may be declared and paid in cash, in property, or in evidences of the Corporation’s indebtedness, or in any combination thereof, and may be declared and paid in combination with share dividends. Distributions of cash or property (tangible or intangible) made or payable by the Corporation, whether in liquidation or from earnings, profits, assets or capital, including all distributions that were payable but not paid to the registered owner of the shares, his heirs, successors or assigns but that are now being held in suspense by the Corporation or that were paid or delivered by it into an escrow account or to a trustee or custodian, shall be payable by the Corporation, escrow agent, trustee or custodian to the person registered as owner of the shares in the Corporation’s stock transfer books as of the record date determined for the distribution, his heirs, successors or assigns. The person in whose name the shares are or were registered in the stock transfer books of the Corporation as of the record date shall be deemed to be the owner of the shares registered in his name at that time.

Section 2. Reserves. The Corporation may, by resolution of the Board of Directors, create a reserve or reserves out of its surplus or designate or allocate any part or all of its surplus in any manner for any proper purpose or purposes, and may increase, decrease or abolish any such reserve, designation or allocation in the same manner.

Section 3. Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors or the Executive Committee.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Seal. The seal of the Corporation shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

Section 6. Loans and Guaranties. The Corporation may lend money to, guaranty obligations of and otherwise assist its directors, officers and employees if the Board of Directors determines that such a loan, guaranty or assistance reasonably may be expected to benefit, directly or indirectly, the Corporation and is consistent with applicable law and other requirements.

Section 7. Closing of Transfer Books and Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution

by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books of the Corporation shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case not to be more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed, sent, or transmitted as provided by these Bylaws, or the date on which the resolution of the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. The record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of that meeting. When a determination of shareholders entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 8. Surety Bonds. Such officers and agents of the Corporation (if any) as the Board of Directors may direct from time to time shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Board may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

Section 9. Gender. Words of any gender used in these Bylaws shall be construed to include each other gender, unless the context requires otherwise.

ARTICLE ELEVEN

AMENDMENTS

These Bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present or by unanimous written consent of all the directors, unless (i) by statute or the Restated Articles of Incorporation the power is reserved exclusively to the shareholders in whole or in part, or (ii) the shareholders in amending, repealing or adopting a particular bylaw expressly provide that the Board may not amend or repeal that bylaw. Unless the Restated Articles of Incorporation or a bylaw adopted by the shareholders provides otherwise as to all or some portion of the Bylaws, the shareholders may amend, repeal or adopt the Bylaws even though the Bylaws may also be amended, repealed or adopted by the Board of Directors.

EX-31.1

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

I, Timothy W. Byrne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 31, 2024	/s/ Timothy W. Byrne
	Timothy W. Byrne
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

I, Michael L. Wiedemer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United States Lime & Minerals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 31, 2024	/s/ Michael L. Wiedemer
	Michael L. Wiedemer
	Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

I, Timothy W. Byrne, Chief Executive Officer of United States Lime & Minerals, Inc. (the “Company”), hereby certify that, to my knowledge:

(1) The Company’s periodic report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 31, 2024	/s/ Timothy W. Byrne
	Timothy W. Byrne
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

I, Michael L. Wiedemer, Chief Financial Officer of United States Lime & Minerals, Inc. (the “Company”), hereby certify that, to my knowledge:

(1) The Company’s periodic report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 31, 2024	/s/ Michael L. Wiedemer
	Michael L. Wiedemer
	Vice President and Chief Financial Officer

EX-95.1

EXHIBIT 95.1

MINE SAFETY DISCLOSURES

The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

The Mine Act has been construed as authorizing MSHA to issue citations and orders pursuant to the legal doctrine of strict liability, or liability without fault. If, in the opinion of an MSHA inspector, a condition that violates the Mine Act or regulations promulgated pursuant to it exists, then a citation or order will be issued regardless of whether the operator had any knowledge of, or fault in, the existence of that condition. Many of the Mine Act standards include one or more subjective elements, so that issuance of a citation or order often depends on the opinions or experience of the MSHA inspector involved and the frequency and severity of citations and orders will vary from inspector to inspector.

Whenever MSHA believes that a violation of the Mine Act, any health or safety standard, or any regulation has occurred, it may issue a citation or order which describes the violation and fixes a time within which the operator must abate the violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order requiring cessation of operations, or removal of miners from the area of the mine, affected by the condition until the hazards are corrected. Whenever MSHA issues a citation or order, it has authority to propose a civil penalty or fine, as a result of the violation, that the operator is ordered to pay.

The table that follows reflects citations, orders, violations and proposed assessments issued to the Company by MSHA during the quarter ended September 30, 2024, and all pending legal actions as of June 30, 2024. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA. The proposed assessments for the quarter ended September 30, 2024 were taken from the MSHA system as of October 29, 2024.

Additional information follows about MSHA references used in the table:

● Section 104(a) Citations: The total number of citations received from MSHA under section 104(a) of the Mine Act for alleged violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

● Section 104(b) Orders: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

● Section 104(d) Citations and Orders: The total number of citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

● Section 110(b)(2) Violations: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

● Section 107(a) Orders: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.

Citations and orders can be contested before the Federal Mine Safety and Health Review Commission (the “Commission”), and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under section 105 of the Mine Act.

1

			Section
			104(d)			Proposed
	Section	Section	Citations	Section	Section	MSHA		Pending
	104 S & S	104(b)	and	110(b)(2)	107(a)	Assessments(2)		Legal
Mine(1)	Citations	Orders	Orders	Violations	Orders	($ in thousands)	Fatalities	Actions(3)
Texas Lime Company	—	—	—	—	—	—	—	—
Arkansas Lime Company
Plant	1	—	—	—	—	0.3	—	—
Limedale Quarry	—	—	—	—	—	—	—	—
U.S. Lime Company - St. Clair	—	—	—	—	—	0.1	—	—
Carthage Crushed Limestone	—	—	—	—	—	1.3	—	—
Mill Creek	5	—	—	—	—	18.5	—	—
Colorado Lime Company
Monarch Quarry	—	—	—	—	—	—	—	—
Delta Plant	—	—	—	—	—	—	—	—

(1) The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting and processing limestone, such as roads, land, structures, facilities, equipment, machines, tools, kilns, and other property. These other items associated with a single mine have been aggregated in the totals for that mine.

(2) The proposed MSHA assessments issued during the reporting period do not necessarily relate to the citations or orders issued by MSHA during the reporting period or to any pending contests reported above.

(3) Includes any pending legal actions before the Commission involving such mine as of September 30, 2024. Any pending legal actions were initiated by the Company. The pending legal actions may relate to the citations or orders issued by MSHA during the reporting period or to citations or orders issued in prior periods. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by MSHA. There were no legal actions resolved or instituted during the reporting period.

Pattern or Potential Pattern of Violations. During the quarter ended September 30, 2024, none of the mines operated by the Company received written notice from MSHA of either (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.

2

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Oct. 29, 2024
Cover Abstract
Entity Registrant Name	UNITED STATES LIME & MINERALS INC
Entity Central Index Key	0000082020
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Securities Act File Number	000-04197
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	75-0789226
Entity Address, Address Line One	5429 LBJ Freeway, Suite 230
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	972
Local Phone Number	991-8400
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	USLM
Security Exchange Name	NASDAQ
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		28,594,270
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 255,022	$ 187,964
Trade receivables, net	52,905	38,052
Inventories	27,783	24,313
Prepaid expenses and other current assets	2,749	4,640
Total current assets	338,459	254,969
Property, plant and equipment	483,108	469,598
Less accumulated depreciation and depletion	(305,318)	(289,803)
Property, plant and equipment, net	177,790	179,795
Operating lease right-of-use assets	4,964	5,273
Other assets, net	546	565
Total assets	521,759	440,602
Current liabilities:
Accounts payable	8,496	7,404
Current portion of operating lease liabilities	1,531	1,582
Accrued expenses	8,671	8,505
Total current liabilities	18,698	17,491
Deferred tax liabilities, net	23,834	24,659
Operating lease liabilities, excluding current portion	3,633	3,919
Other liabilities	1,380	1,429
Total liabilities	47,545	47,498
Stockholders' equity:
Common stock, $0.10 par value; 45,000,000 and 30,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; 28,594,207 and 28,522,780 shares outstanding at September 30, 2024 and December 31, 2023, respectively	2,963	2,955
Additional paid-in capital	39,251	35,539
Retained earnings	490,061	412,499
Less treasury stock, at cost	(58,061)	(57,889)
Total stockholders' equity	474,214	393,104
Total liabilities and stockholders' equity	$ 521,759	$ 440,602

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Jul. 12, 2024	May 02, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10		$ 0.10
Common stock, authorized shares	45,000,000		45,000,000	30,000,000
Common stock, shares outstanding	28,594,270			28,522,780

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Revenues	$ 89,427	$ 74,878	$ 237,659	$ 215,638
Cost of revenues
Labor and other operating expenses	40,282	40,827	111,222	118,796
Depreciation, depletion and amortization	6,032	5,896	17,895	17,564
Total cost of revenues	46,314	46,723	129,117	136,360
Gross profit	43,113	28,155	108,542	79,278
Selling, general and administrative expenses	4,976	4,355	14,706	12,826
Operating profit	38,137	23,800	93,836	66,452
Other (income) expense, net
Other (income) expense, net	(3,061)	(2,197)	(8,387)	(5,529)
Income before income tax expense	41,198	25,997	102,223	71,981
Income tax expense	7,845	5,264	20,374	14,432
Net income	$ 33,353	$ 20,733	$ 81,849	$ 57,549
Net income per share of common stock
Basic (in dollars per share)	$ 1.17	$ 0.73	$ 2.86	$ 2.02
Diluted (in dollars per share)	$ 1.16	$ 0.73	$ 2.85	$ 2.02

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Percentage	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Revenues (as a percent)	100.00%	100.00%	100.00%	100.00%
Cost of revenues
Labor and other operating expenses (as a percent)	45.00%	54.50%	46.80%	55.10%
Depreciation, depletion and amortization (as a percent)	6.80%	7.90%	7.50%	8.10%
Total cost of revenues (as a percent)	51.80%	62.40%	54.30%	63.20%
Gross profit (as a percent)	48.20%	37.60%	45.70%	36.80%
Selling, general and administrative expenses (as a percent)	5.60%	5.80%	6.20%	6.00%
Operating profit (as a percent)	42.60%	31.80%	39.50%	30.80%
Other (income) expense, net
Other (income) expense, net (as a percent)	(3.50%)	(2.90%)	(3.50%)	(2.60%)
Income before income tax expense (as a percent)	46.10%	34.70%	43.00%	33.40%
Income tax expense (as a percent)	8.80%	7.00%	8.60%	6.70%
Net income (as a percent)	37.30%	27.70%	34.40%	26.70%

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Total
Balances at Dec. 31, 2022	$ 2,944	$ 32,255	$ 342,504	$ (56,615)	$ 321,088
Balances (in shares) at Dec. 31, 2022	28,410,395
Increase (Decrease) in Stockholders' Equity
Stock options exercised	$ 3	110			113
Stock options exercised (in shares)	28,810
Stock-based compensation	$ 2	810			812
Stock-based compensation (in shares)	15,620
Treasury shares purchased				(98)	(98)
Treasury shares purchased (in shares)	(3,230)
Cash dividends paid			(1,137)		(1,137)
Net income			17,104		17,104
Balances at Mar. 31, 2023	$ 2,949	33,175	358,471	(56,713)	337,882
Balances (in shares) at Mar. 31, 2023	28,451,595
Balances at Dec. 31, 2022	$ 2,944	32,255	342,504	(56,615)	321,088
Balances (in shares) at Dec. 31, 2022	28,410,395
Increase (Decrease) in Stockholders' Equity
Net income					57,549
Balances at Sep. 30, 2023	$ 2,952	34,755	396,638	(56,713)	377,632
Balances (in shares) at Sep. 30, 2023	28,485,000
Balances at Mar. 31, 2023	$ 2,949	33,175	358,471	(56,713)	337,882
Balances (in shares) at Mar. 31, 2023	28,451,595
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	$ 1	795			796
Stock-based compensation (in shares)	15,910
Cash dividends paid			(1,139)		(1,139)
Net income			19,712		19,712
Balances at Jun. 30, 2023	$ 2,950	33,970	377,044	(56,713)	357,251
Balances (in shares) at Jun. 30, 2023	28,467,505
Increase (Decrease) in Stockholders' Equity
Stock options exercised	$ 2	(2)
Stock options exercised (in shares)	17,630
Stock-based compensation		787			787
Stock-based compensation (in shares)	(135)
Cash dividends paid			(1,139)		(1,139)
Net income			20,733		20,733
Balances at Sep. 30, 2023	$ 2,952	34,755	396,638	(56,713)	377,632
Balances (in shares) at Sep. 30, 2023	28,485,000
Balances at Dec. 31, 2023	$ 2,955	35,539	412,499	(57,889)	393,104
Balances (in shares) at Dec. 31, 2023	28,522,780
Increase (Decrease) in Stockholders' Equity
Stock options exercised	$ 1	129			130
Stock options exercised (in shares)	12,000
Stock-based compensation	$ 1	1,240			1,241
Stock-based compensation (in shares)	14,785
Treasury shares purchased				(172)	(172)
Treasury shares purchased (in shares)	(3,435)
Cash dividends paid			(1,426)		(1,426)
Net income			22,439		22,439
Balances at Mar. 31, 2024	$ 2,957	36,908	433,512	(58,061)	415,316
Balances (in shares) at Mar. 31, 2024	28,546,130
Balances at Dec. 31, 2023	$ 2,955	35,539	412,499	(57,889)	393,104
Balances (in shares) at Dec. 31, 2023	28,522,780
Increase (Decrease) in Stockholders' Equity
Net income					81,849
Balances at Sep. 30, 2024	$ 2,963	39,251	490,061	(58,061)	474,214
Balances (in shares) at Sep. 30, 2024	28,594,270
Balances at Mar. 31, 2024	$ 2,957	36,908	433,512	(58,061)	415,316
Balances (in shares) at Mar. 31, 2024	28,546,130
Increase (Decrease) in Stockholders' Equity
Stock options exercised	$ 4	(4)
Stock options exercised (in shares)	40,025
Stock-based compensation	$ 2	1,145			1,147
Stock-based compensation (in shares)	8,115
Cash dividends paid			(1,431)		(1,431)
Net income			26,057		26,057
Balances at Jun. 30, 2024	$ 2,963	38,049	458,138	(58,061)	441,089
Balances (in shares) at Jun. 30, 2024	28,594,270
Increase (Decrease) in Stockholders' Equity
Stock-based compensation		1,202			1,202
Cash dividends paid			(1,430)		(1,430)
Net income			33,353		33,353
Balances at Sep. 30, 2024	$ 2,963	$ 39,251	$ 490,061	$ (58,061)	$ 474,214
Balances (in shares) at Sep. 30, 2024	28,594,270

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

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Basis of Presentation

9 Months Ended

Sep. 30, 2024

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by United States Lime & Minerals, Inc. (the “Company”) without independent audit. In the opinion of the Company’s management, all adjustments of a normal and recurring nature necessary to present fairly the financial position, results of operations, and cash flows for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2023. The results of operations for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of operating results for the full year.

Recent Events. On May 2, 2024, the shareholders of the Company approved an increase in the Company’s number of authorized shares of common stock from 30,000,000 to 45,000,000. On July 12, 2024, the Company effected a 5-for-1 split of its common stock in the form of a stock dividend 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 Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Stock Split. The shares of common stock retain a par value of $0.10 per share. Accordingly, an amount equal to the aggregate par value of the additional shares issued in the Stock Split was reclassified from additional paid-in capital to common stock for all periods presented.

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

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Organization

9 Months Ended

Sep. 30, 2024

Organization

Organization

2. Organization

The Company is a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry producers) industries. The Company is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma, and Texas through its wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation. In addition, the Company, through its wholly owned subsidiary, U.S. Lime Company-O & G, LLC, has royalty and non-operated working interests in natural gas wells located in Johnson County, Texas, in the Barnett Shale Formation.

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Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies

Accounting Policies

3. Accounting Policies

Revenue Recognition. The Company recognizes revenue for its lime and limestone operations when (i) a contract with the customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which is generally upon shipment. The Company’s returns and allowances are minimal. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. External freight billed to customers included in 2024 and 2023 revenues was $12.3 million and $12.2 million, for the respective three-month periods ended September 30, and $34.5 million and $35.4

million, for the respective nine-month periods ended September 30, which approximates the amount of external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its natural gas interests, the Company recognizes revenue in the month of production and delivery.

Trade Receivables, Net. The majority of the Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the underlying purchase orders, contracts, or purchase agreements, and are generally fixed, short-term and do not contain a significant financing component. The Company estimates credit losses relating to trade receivables based on an assessment of the current and forecasted probability of collection, historical trends, economic conditions, and other significant events that may impact the collectability of accounts receivables. Due to the relatively homogenous nature of its trade receivables, the Company does not believe there are any meaningful asset-specific differences within its trade receivables portfolio that would require the portfolio to be grouped below the consolidated level for review of credit losses. Credit losses relating to trade receivables have generally been within management expectations and historical trends. Uncollected trade receivables are charged-off when identified by management to be unrecoverable. The Company maintains an allowance for credit losses to reflect currently expected estimated losses resulting from the failure of customers to make required payments.

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Reportable Segment

9 Months Ended

Sep. 30, 2024

Reportable Segment

Reportable Segment

4. Reportable Segment

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

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

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

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Income and Dividends Per Share of Common Stock

9 Months Ended

Sep. 30, 2024

Income and Dividends Per Share of Common Stock

Income and Dividends Per Share of Common Stock

5. Income and Dividends Per Share of Common Stock

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income for basic and diluted income per common share	$	33,353	$	20,733	$	81,849	$	57,549
Weighted-average shares for basic income per common share		28,594		28,480		28,574		28,455
Effect of dilutive securities:
Employee and director stock options(1)		133		80		109		70
Adjusted weighted-average shares and assumed exercises for diluted income per common share		28,727		28,560		28,683		28,525
Basic net income per common share	$	1.17	$	0.73	$	2.86	$	2.02
Diluted net income per common share	$	1.16	$	0.73	$	2.85	$	2.02

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

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

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Inventories

9 Months Ended

Sep. 30, 2024

Inventories

Inventories

6. Inventories

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

	September 30,		December 31,
	2024		2023
Lime and limestone inventories:
Raw materials	$	8,808	$	7,834
Finished goods		3,052		3,107
		11,860		10,941
Parts inventories		15,923		13,372
	$	27,783	$	24,313

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Banking Facilities and Debt

9 Months Ended

Sep. 30, 2024

Banking Facilities and Debt

Banking Facilities and Debt

7. Banking Facilities and Debt

The Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of August 3, 2023, provides for a $75 million revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by the Company. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on August 3, 2028.

Interest rates on the Revolving Facility are, at the Company’s option, SOFR, plus a SOFR adjustment rate of 0.10%, plus a margin of 1.000% to 2.000%, or the Lender’s Prime Rate, plus a margin of 0.000% to 1.000%, and a commitment fee range of 0.225% to 0.350% on the undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance with a pricing grid based upon the

Company’s Cash Flow Leverage Ratio, defined as the ratio of the Company’s total funded senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization, and stock-based compensation expense (“EBITDA”) for the 12 months ended on the last day of the most recent calendar quarter, plus pro forma EBITDA from any businesses acquired during the period. Pursuant to a security agreement, dated August 25, 2004, the Revolving Facility is secured by the Company’s existing and hereafter acquired tangible assets, intangible assets, and real property. The maturity of the Revolving Facility and any incremental loans can be accelerated if any event of default, as defined under the credit agreement, occurs. The Company’s maximum Cash Flow Leverage Ratio is 3.50 to 1.

The Company may pay dividends so long as it remains in compliance with the provisions of the Company’s credit agreement, and it may purchase, redeem, or otherwise acquire shares of its common stock so long as its pro forma Cash Flow Leverage Ratio is less than 3.00 to 1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.

As of September 30, 2024, the Company had no debt outstanding and no draws on the Revolving Facility other than $0.5 million of letters of credit, which count as draws against the available commitment under the Revolving Facility.

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Leases

9 Months Ended

Sep. 30, 2024

Leases

Leases

8. Leases

The Company has operating leases for the use of equipment, corporate office space, and some of its terminal and distribution facilities. The leases have remaining lease terms of 0 to 7 years, with a weighted-average remaining lease term of 4 years at both September 30, 2024 and December 31, 2023. Some operating leases include options to extend the leases for up to 5 years and are only considered in the lease terms if the Company is reasonably certain it will exercise the option to extend.

The components of lease costs for the three- and nine-month periods ended September 30, 2024 and 2023 were as follows (in thousands):

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

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

As of September 30, 2024, future minimum payments under operating leases that were either non-cancelable or subject to significant penalty upon cancellation, including future minimum payments under renewal options that the Company is reasonably certain to exercise, were as follows (in thousands):

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

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

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

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Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

9. Income Taxes

The Company has estimated that its effective income tax rate for 2024 will be 19.9%. The primary reason for the effective income tax rate being below the federal statutory rate is due to statutory depletion, which is allowed for income tax purposes and is a permanent difference between net income for financial reporting purposes and taxable income.

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Dividends

9 Months Ended

Sep. 30, 2024

Dividends

Dividends

10. Dividends

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

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Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Event.

Subsequent Event

11. Subsequent Event

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

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Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies

Revenue Recognition

Revenue Recognition. The Company recognizes revenue for its lime and limestone operations when (i) a contract with the customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which is generally upon shipment. The Company’s returns and allowances are minimal. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. External freight billed to customers included in 2024 and 2023 revenues was $12.3 million and $12.2 million, for the respective three-month periods ended September 30, and $34.5 million and $35.4

million, for the respective nine-month periods ended September 30, which approximates the amount of external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its natural gas interests, the Company recognizes revenue in the month of production and delivery.

Trade Receivables, Net

Trade Receivables, Net. The majority of the Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the underlying purchase orders, contracts, or purchase agreements, and are generally fixed, short-term and do not contain a significant financing component. The Company estimates credit losses relating to trade receivables based on an assessment of the current and forecasted probability of collection, historical trends, economic conditions, and other significant events that may impact the collectability of accounts receivables. Due to the relatively homogenous nature of its trade receivables, the Company does not believe there are any meaningful asset-specific differences within its trade receivables portfolio that would require the portfolio to be grouped below the consolidated level for review of credit losses. Credit losses relating to trade receivables have generally been within management expectations and historical trends. Uncollected trade receivables are charged-off when identified by management to be unrecoverable. The Company maintains an allowance for credit losses to reflect currently expected estimated losses resulting from the failure of customers to make required payments.

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Reportable Segment (Tables)

9 Months Ended

Sep. 30, 2024

Reportable Segment

Schedule of operating results and certain other financial data for the business segment)

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

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Income and Dividends Per Share of Common Stock (Tables)

9 Months Ended

Sep. 30, 2024

Income and Dividends Per Share of Common Stock

Schedule of computation of basic and diluted income per common share

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income for basic and diluted income per common share	$	33,353	$	20,733	$	81,849	$	57,549
Weighted-average shares for basic income per common share		28,594		28,480		28,574		28,455
Effect of dilutive securities:
Employee and director stock options(1)		133		80		109		70
Adjusted weighted-average shares and assumed exercises for diluted income per common share		28,727		28,560		28,683		28,525
Basic net income per common share	$	1.17	$	0.73	$	2.86	$	2.02
Diluted net income per common share	$	1.16	$	0.73	$	2.85	$	2.02

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

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Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventories

Schedule of inventories

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

	September 30,		December 31,
	2024		2023
Lime and limestone inventories:
Raw materials	$	8,808	$	7,834
Finished goods		3,052		3,107
		11,860		10,941
Parts inventories		15,923		13,372
	$	27,783	$	24,313

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Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Schedule of lease costs

The components of lease costs for the three- and nine-month periods ended September 30, 2024 and 2023 were as follows (in thousands):

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

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

Schedule of maturity of lease liability

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

Schedule of supplemental cash flow information

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

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Basis of Presentation (Details)	Jul. 12, 2024 $ / shares shares	Sep. 30, 2024 $ / shares shares	May 02, 2024 shares	Dec. 31, 2023 $ / shares shares
Basis of Presentation
Common stock, authorized shares		45,000,000	45,000,000	30,000,000
Stock split ratio	5
Number of additional share issued in stock split conversion	4
Common stock, par value (in dollars per share) | $ / shares	$ 0.10	$ 0.10		$ 0.10

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Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition
External freight billed to customers included in revenue	$ 12.3	$ 12.2	$ 34.5	$ 35.4

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Reportable Segment (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Business segments
Number of business segments | segment			1
Revenues	$ 89,427	$ 74,878	$ 237,659	$ 215,638
Depreciation, depletion and amortization	6,032	5,896	17,895	17,564
Gross profit	43,113	28,155	108,542	79,278
Operating profit (loss)	38,137	23,800	93,836	66,452
Identifiable assets, at period end	521,759	424,055	521,759	424,055	$ 440,602
Capital expenditures	9,547	15,090	16,371	20,541
Operating Segment | Lime and limestone operations
Business segments
Depreciation, depletion and amortization	5,905	5,763	17,518	17,179
Gross profit	43,179	28,160	108,690	79,339
Operating profit (loss)	38,204	23,807	93,993	66,523
Identifiable assets, at period end	263,214	244,039	263,214	244,039
Capital expenditures	9,547	15,090	16,371	20,541
Unallocated corporate assets and cash items
Business segments
Depreciation, depletion and amortization	127	133	377	385
Gross profit	(66)	(5)	(148)	(61)
Operating profit (loss)	(67)	(7)	(157)	(71)
Identifiable assets, at period end	258,545	180,016	258,545	180,016
Lime and limestone operations | Operating Segment | Lime and limestone operations
Business segments
Revenues	89,212	74,582	236,936	214,808
Others | Unallocated corporate assets and cash items
Business segments
Revenues	$ 215	$ 296	$ 723	$ 830

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Income and Dividends Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	May 02, 2024	Dec. 31, 2023
Anti-dilutive securities
Common stock, authorized shares	45,000,000						45,000,000		45,000,000	30,000,000
Common stock, shares outstanding	28,594,270						28,594,270			28,522,780
Income per share of common stock:
Net income for basic and diluted income per common share	$ 33,353	$ 26,057	$ 22,439	$ 20,733	$ 19,712	$ 17,104	$ 81,849	$ 57,549
Weighted-average shares for basic income per common share (in shares)	28,594,000			28,480,000			28,574,000	28,455,000
Effect of dilutive securities:
Employee and director stock options (in shares)	133,000			80,000			109,000	70,000
Adjusted weighted-average shares and assumed exercises for diluted income per common share (in shares)	28,727,000			28,560,000			28,683,000	28,525,000
Basic net income per common share (in dollars per share)	$ 1.17			$ 0.73			$ 2.86	$ 2.02
Diluted net income per common share (in dollars per share)	1.16			0.73			2.85	2.02
Cash dividends per share of common stock (in dollars per share)	$ 0.05			$ 0.04			$ 0.15	$ 0.12
Options
Anti-dilutive securities
Anti-dilutive shares of common stock excluded from the calculation of dilutive securities	0			0			0	0

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lime and limestone inventories:
Raw materials	$ 8,808	$ 7,834
Finished goods	3,052	3,107
Total	11,860	10,941
Parts inventories	15,923	13,372
Total inventories	$ 27,783	$ 24,313

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Banking Facilities and Debt (Details) $ in Millions			9 Months Ended
	Aug. 03, 2023 USD ($)	May 07, 2015	Sep. 30, 2024 USD ($)
Banking facilities and other debt
Total Debt			$ 0.0
Maximum
Banking facilities and other debt
Pro forma Cash Flow Leverage Ratio to be maintained to purchase, redeem or otherwise acquire shares of common stock			3.00
Cash flow leverage ratio		3.50
Revolving Facility
Banking facilities and other debt
Maximum borrowing capacity	$ 75.0
Accordion feature period	4 years
Maximum borrowing capacity accordion feature	$ 50.0
Letters of credit outstanding			$ 0.5
Revolving Facility | SOFR
Banking facilities and other debt
Interest rate margin (as a percent)	0.10%
Revolving Facility | Minimum
Banking facilities and other debt
Commitment fee (as a percent)	0.225%
Revolving Facility | Minimum | Lender's prime rate
Banking facilities and other debt
Interest rate margin (as a percent)	0.00%
Revolving Facility | Minimum | SOFR
Banking facilities and other debt
Interest rate margin (as a percent)	1.00%
Revolving Facility | Maximum
Banking facilities and other debt
Commitment fee (as a percent)	0.35%
Revolving Facility | Maximum | Lender's prime rate
Banking facilities and other debt
Interest rate margin (as a percent)	1.00%
Revolving Facility | Maximum | SOFR
Banking facilities and other debt
Interest rate margin (as a percent)	2.00%
Letter of Credit
Banking facilities and other debt
Maximum borrowing capacity	$ 10.0

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Leases - Costs Disclosure (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases
Weighted average remaining lease term	4 years		4 years		4 years
Lease cost
Net operating lease costs	$ 716	$ 722	$ 1,834	$ 2,115
Minimum
Leases
Remaining lease term	0 years		0 years
Maximum
Leases
Remaining lease term	7 years		7 years
Lease extension term			5 years
Lease Term	1 year		1 year
Cost of revenues
Lease cost
Operating lease cost	$ 700	823	$ 1,948	2,400
Selling, general and administrative expense.
Lease cost
Operating lease cost	76	51	229	131
Revenues
Lease cost
Rental revenues	(47)	(129)	(269)	(357)
Other (income) expense, net
Lease cost
Rental revenues	$ (13)	$ (23)	$ (74)	$ (59)

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

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Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Cash payments for lease liabilities included in operating cash flows	$ 1,450	$ 1,227
Right-of-use assets obtained in exchange for operating lease obligations	$ 827	$ 511

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Income Taxes (Details)	9 Months Ended
	Sep. 30, 2024
Income Taxes
Effective income tax rate (as a percent)	19.90%

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Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023
Cash dividends paid				$ 4,287	$ 3,415
2024 Q1 Dividends
Cash dividends paid			$ 1,400
Cash dividend (in dollars per share)			$ 0.05
Dividends payable date of record			Feb. 23, 2024
Dividends payable date to be paid			Mar. 15, 2024
2024 Q2 Dividends
Cash dividends paid		$ 1,400
Cash dividend (in dollars per share)		$ 0.05
Dividends payable date of record		May 24, 2024
Dividends payable date to be paid		Jun. 14, 2024
2024 Q3 Dividends
Cash dividends paid	$ 1,400
Cash dividend (in dollars per share)	$ 0.05
Dividends payable date of record	Aug. 23, 2024
Dividends payable date to be paid	Sep. 13, 2024

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Subsequent Event (Details) - 2024 Q4 Dividends - Subsequent event	1 Months Ended
	Oct. 30, 2024 $ / shares
Subsequent event
Dividends payable date declared	Oct. 30, 2024
Quarterly cash dividend declared (in dollars per share)	$ 0.05
Dividends payable date to be paid	Dec. 13, 2024
Dividends payable date of record	Nov. 22, 2024