8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): February 3, 2023

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UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)

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TEXAS	​	0-4197	​	75-0789226
(State or other jurisdiction of	​	(Commission File Number)	​	(IRS Employer Identification No.)
incorporation)	​	​	​	​
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5429 LBJ FREEWAY, SUITE 230 , DALLAS , TEXAS			​	75240
(Address of principal executive offices)			​	(Zip Code)

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( 972 ) 991-8400

(Registrant’s telephone number, including area code)

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

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On February 3, 2023, United States Lime & Minerals, Inc. (the “Company”) issued a News Release announcing the financial results for the quarter and full year ended December 31, 2022. A copy of the News Release is attached hereto as Exhibit 99.1 and incorporated by reference herein in response to this Item 2.02.

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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

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Resignation of Principal Operating Officer

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Russell W. Riggs, the Company’s Vice President – Production, has resigned from his position, effective February 3, 2023. Mr. Riggs will serve as the Company’s Director Technical Services so that the Company can continue to benefit from the vast experience he has gathered during his more than 35 years in the lime and limestone industry.

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Appointment of New Principal Operating Officer

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Nathan M. O’Neill has been appointed as the Company’s Vice President – Production, effective February 3, 2023. Mr. O’Neill joined the Company in 2008 as the Quality Control Manager of Arkansas Lime Company. Since 2012, Mr. O’Neill served as the Vice President and Plant Manager of Arkansas Lime Company. Prior to joining Arkansas Lime Company, Mr. O’Neill began his career in the lime industry at Linwood Mining in Davenport, Iowa, where he was a Quality Control Chemist.

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Mr. O’Neill will be paid an annual base salary of $230,000, subject to future adjustments in the discretion of the Compensation Committee of the Company’s Board of Directors. Mr. O’Neill will be eligible for discretionary cash bonuses, and grants of equity awards under the Company’s Amended and Restated 2001 Long-Term Incentive Plan, in the discretion of the Compensation Committee, as well as other benefits made available generally to employees of the Company. Mr. O’Neill is subject to the Company’s standard confidentiality, non-compete, and non-solicitation agreement.

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Mr. O’Neill has no family relationships with any director or executive officer of the Company. Mr. O’Neill is not a participant in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

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(d)  Exhibits

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

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EXHIBIT INDEX

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Exhibit Number	​	Exhibit
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99.1	​	News Release of United States Lime & Minerals, Inc. dated February 3, 2023.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: February 3, 2023	UNITED STATES LIME & MINERALS, INC.
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​	By:	/s/ Michael L. Wiedemer
​	​	Michael L. Wiedemer, Vice President and
​	​	Chief Financial Officer

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Exhibit 99.1

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UNITED STATES LIME & MINERALS, INC. — NEWS RELEASE

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FOR IMMEDIATE RELEASE	​	​	Contact: Timothy W. Byrne
​	​	​	(972) 991-8400

UNITED STATES LIME & MINERALS REPORTS FOURTH QUARTER AND FULL YEAR 2022

RESULTS AND DECLARES REGULAR QUARTERLY CASH DIVIDEND

Dallas, Texas, February 3, 2023 - United States Lime & Minerals, Inc. (NASDAQ: USLM) today reported fourth quarter and full year 2022 results: The Company’s revenues in the fourth quarter 2022 were $58.3 million, compared to $46.1 million in the fourth quarter 2021, an increase of $12.2 million, or 26.4%. For the full year 2022, the Company’s revenues were $236.2 million, compared to $189.3 million in the full year 2021, an increase of $46.9 million, or 24.8%. Lime and limestone revenues were $57.8 million in the fourth quarter 2022, compared to $45.5 million in the fourth quarter 2021, an increase of $12.3 million, or 27.0%. For the full year 2022, lime and limestone revenues were $233.4 million, compared to $187.4 million in the full year 2021, an increase of $46.1 million, or 24.6%. The increase in revenues in the fourth quarter 2022, compared to the fourth quarter 2021, resulted primarily from increased sales volumes of the Company’s lime and limestone products, principally due to increased demand from the Company’s construction, industrial, and oil and gas services customers, as well as an increase in the average selling prices for the Company’s lime and limestone products. The increase in revenues in the full year 2022, compared to the full year 2021, resulted primarily from increased sales volumes of the Company’s lime and limestone products, principally due to increased demand from the Company’s construction, oil and gas services, and steel customers, and an increase in the average selling prices for the Company’s lime and limestone products.

The Company’s gross profit was $16.8 million in the fourth quarter 2022, compared to $13.3 million in the fourth quarter 2021, an increase of $3.5 million, or 26.2%. Gross profit in the full year 2022 was $70.3 million, compared to $59.3 million in the full year 2021, an increase of $11.1 million, or 18.7%. The Company’s lime and limestone gross profit was $16.6 million in the fourth quarter 2022, compared to $13.0 million in the fourth quarter 2021, an increase of $3.6 million, or 27.6%. The Company’s lime and limestone gross profit for the full year 2022 was $69.0 million, compared to $58.7 million in the full year 2021, an increase of $10.3 million, or 17.6%. The increases in lime and limestone gross profit in the fourth quarter and full year 2022, compared to the comparable 2021 periods, resulted primarily from the increased revenues discussed above, partially offset by increased production costs, principally from higher transportation, energy, labor, and supplies costs.

Selling, general and administrative (“SG&A”) expenses were $4.5 million in the fourth quarter 2022, compared to $3.7 million in the fourth quarter 2021, an increase of $0.9 million, or 23.4%. SG&A expenses were $15.6 million for the full year 2022, compared to $12.8 million in the full year 2021, an increase of $2.7 million, or 21.1%. The increases in SG&A expenses in the 2022 periods, compared to the comparable 2021 periods, were primarily due to increased personnel expenses.

The Company reported net income of $10.8 million ($1.90 per share diluted) and $45.4 million ($8.00 per share diluted) in the fourth quarter and full year 2022, respectively, compared to $7.6 million ($1.34 per share diluted) and $37.0 million ($6.54 per share diluted) in the fourth quarter and full year 2021, respectively, reflecting increases of $3.2 million, or 41.8%, and $8.4 million, or 22.6%, respectively.

“We are pleased with our performance in the fourth quarter and the year. We addressed the year’s inflationary and supply chain challenges by working closely with our valued customers and suppliers and implementing efficiencies in our lime and limestone operations,” said Timothy W. Byrne, President and Chief Executive Officer.

Dividend

The Company announced today that the Board of Directors has declared a regular quarterly cash dividend of $0.20 per share on the Company’s common stock. This dividend is payable on March 17, 2023 to shareholders of record at the close of business on February 24, 2023.

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United States Lime & Minerals, Inc., a NASDAQ-listed public company with headquarters in Dallas, Texas, is a manufacturer of lime and limestone products, supplying primarily the construction (including highway, road and building contractors), industrial (including paper and glass manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, agriculture (including poultry and cattle feed producers), and oil and gas services industries. The Company operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma and Texas through its wholly owned subsidiaries, Arkansas Lime Company, 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-operating working interests pursuant to an oil and gas lease and a drillsite agreement on its Johnson County, Texas property, located in the Barnett Shale Formation.

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Any statements contained in this news release, including, but not limited to, statements relating to the impact of increasing costs and supply chain issues, that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to publicly update or revise any forward-looking statements, and investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation those risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

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(Tables Follow) ​

United States Lime & Minerals, Inc.

CONDENSED CONSOLIDATED FINANCIAL DATA

(In thousands, except per share amounts)

(Unaudited)

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​	​	Three Months Ended					​	Year Ended					****
​	​	December 31,					​	December 31,					****
​	****	2022		****	2021		****	2022		****	2021		****
INCOME STATEMENTS	​	​	​	​	​	​	​	​	​	​	​	​	​
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Revenues	​	$	58,292	​	$	46,108	​	$	236,150	​	$	189,255	​
Cost of revenues	​	​	41,488	​	​	32,789	​	​	165,808	​	​	129,995	​
Gross profit	​	$	16,804	​	$	13,319	​	$	70,342	​	$	59,260	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Selling, general and administrative expenses	​	$	4,533	​	$	3,674	​	$	15,559	​	$	12,843	​
Operating profit	​	$	12,271	​	$	9,645	​	$	54,783	​	$	46,417	​
Interest expense	​	****	64	​		63	​	****	254	​		250	​
Interest and other income, net	​	****	(1,218)	​		(79)	​	****	(2,033)	​		(351)	​
Income tax expense	​	****	2,628	​		2,048	​	****	11,133	​		9,473	​
Net income	​	$	10,797	​	$	7,613	​	$	45,429	​	$	37,045	​
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Income per share of common stock:	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	$	1.90	​	$	1.35	​	$	8.01	​	$	6.55	​
Diluted	​	$	1.90	​	$	1.34	​	$	8.00	​	$	6.54	​
Weighted-average shares outstanding:	​	​	​	​	​	​	​	​	​	​	​	​	​
Basic	​	****	5,674	​		5,658	​	****	5,672	​		5,656	​
Diluted	​	****	5,684	​		5,669	​	****	5,680	​		5,668	​
Cash dividends per share of common stock	​	$	0.20	​	$	0.16	​	$	0.80	​	$	0.64	​
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​	​	​	​	​	​	​	​	December 31,		​	December 31,		​
​	​	​	​	​	​	​	​	2022		​	2021		​
BALANCE SHEETS	​	​	​	​	​	​	​	​	​	​	​	​	​
Assets:	​	​	​	​	​	​	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​	$	189,990	​	$	150,430	​
Property, plant and equipment, net	​	​	​	​	​	​	​	****	171,970	​		162,172	​
Other non-current assets	​	​	​	​	​	​	​	****	5,812	​		3,594	​
Total assets	​	​	​	​	​	​	​	$	367,772	​	$	316,196	​
Liabilities and Stockholders’ Equity:	​	​	​	​	​	​	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​	$	15,537	​	$	11,188	​
Deferred tax liabilities, net	​	​	​	​	​	​	​	****	25,582	​		23,055	​
Other long-term liabilities	​	​	​	​	​	​	​	****	5,565	​		3,747	​
Stockholders’ equity	​	​	​	​	​	​	​	****	321,088	​		278,206	​
Total liabilities and stockholders’ equity	​	​	​	​	​	​	​	$	367,772	​	$	316,196	​

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