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, 2017~~March 31, 2024


☐	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 ~~000-4197~~000-04197

UNITED STATES LIME & MINERALS, INC.

(Exact name of registrant as specified in its charter)


~~TEXAS~~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)~~ (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 ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ 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. ~~(Check one):~~


	Large accelerated filer	☐	Accelerated filer ☒
	Non-accelerated filer	☐	Smaller reporting company ☐
~~(Do not check if a smaller reporting company)~~			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the ~~registrant~~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 26, 2017, 5,576,676~~April 29, 2024, 5,709,154 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,


2017

2016

ASSETS

Current assets

Cash and cash equivalents

$
82,245

$
74,712

Trade receivables, net

18,242

16,781

Inventories, net

12,531

12,433

Prepaid expenses and other current assets

1,576

1,110

Total current assets

114,594

105,036

Property, plant and equipment

Property, plant and equipment

297,813

285,594

  Less accumulated depreciation and depletion

(190,216)

(180,613)

Property, plant and equipment, net

107,597

104,981

Other assets, net

168

142

Total assets

$
222,359

$
210,159

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$
4,921

$
5,587

Accrued expenses

2,925

3,521

Total current liabilities

7,846

9,108

Deferred tax liabilities, net

18,784

19,832

Other liabilities

1,496

1,580

Total liabilities

28,126

30,520

Stockholders’ equity

Common stock

657

657

Additional paid-in capital

23,975

22,831

Accumulated other comprehensive income (loss)

114

(223)

Retained earnings

223,076

209,770

Less treasury stock, at cost

(53,589)

(53,396)

Total stockholders’ equity

194,233

179,639

Total liabilities and stockholders’ equity

$
222,359

$
210,159


	March 31,		December 31,
	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	206,995	$	187,964
Trade receivables, net		42,155		38,052
Inventories		25,724		24,313
Prepaid expenses and other current assets		4,001		4,640
Total current assets		278,875		254,969
Property, plant and equipment		474,280		469,598
Less accumulated depreciation and depletion		(294,604)		(289,803)
Property, plant and equipment, net		179,676		179,795
Operating lease right-of-use assets		4,897		5,273
Other assets, net		548		565
Total assets	$	463,996	$	440,602
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	6,980	$	7,404
Current portion of operating lease liabilities		1,520		1,582
Accrued expenses		10,746		8,505
Total current liabilities		19,246		17,491
Deferred tax liabilities, net		24,421		24,659
Operating lease liabilities, excluding current portion		3,601		3,919
Other liabilities		1,412		1,429
Total liabilities		48,680		47,498
Stockholders’ equity
Common stock		674		674
Additional paid-in capital		39,191		37,820
Retained earnings		433,512		412,499
Less treasury stock, at cost		(58,061)		(57,889)
Total stockholders’ equity		415,316		393,104
Total liabilities and stockholders’ equity	$	463,996	$	440,602

See accompanying notes to condensed consolidated financial statements.

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,


2017

2016

2017

2016

Revenues















Lime and limestone operations

$
36,428

98.6
%
$
38,096

98.6
%
$
107,910

98.5
%
$
103,626

98.6
%

Natural gas interests

506

1.4
%

554

1.4
%

1,695

1.5
%

1,490

1.4
%

36,934

100.0
%

38,650

100.0
%

109,605

100.0
%

105,116

100.0
%

Cost of revenues

    Labor and other operating expenses

23,142

62.7
%

24,064

62.3
%

70,447

64.3
%

67,603

64.3
%

    Depreciation, depletion and amortization

4,240

11.5
%

4,017

10.4
%

12,530

11.4
%

11,855

11.3
%

27,382

74.2
%

28,081

72.7
%

82,977

75.7
%

79,458

75.6
%

Gross profit

9,552

25.8
%

10,569

27.3
%

26,628

24.3
%

25,658

24.4
%

Selling, general and administrative expenses

2,657

7.2
%

2,482

6.4
%

7,595

6.9
%

7,213

6.9
%

Operating profit

6,895

18.6
%

8,087

20.9
%

19,033

17.4
%

18,445

17.5
%

Other expense (income)

Interest expense

56

0.1
%

63

0.2
%

174

0.2
%

185

0.1
%

Other income, net

(261)

(0.7)
%

(115)

(0.3)
%

(665)

(0.6)
%

(238)

(0.2)
%

(205)

(0.6)
%

(52)

(0.1)
%

(491)

(0.4)
%

(53)

(0.1)
%

Income before income taxes

7,100

19.2
%

8,139

21.0
%

19,524

17.8
%

18,498

17.6
%

Income tax expense

1,433

3.9
%

2,058

5.3
%

3,959

3.6
%

4,664

4.4
%

Net income

$
5,667

15.3
%
$
6,081

15.7
%
$
15,565

14.2
%
$
13,834

13.2
%

Net income per share of common stock

Basic

$
1.02

$
1.09

$
2.79

$
2.48

Diluted

$
1.01

$
1.09

$
2.79

$
2.48

Cash dividends per share of common stock

$
0.135

$
0.125

$
0.405

$
0.375


	Three Months Ended March 31,
	2024				2023
Revenues	$	71,687	100.0	%	$	66,777	100.0	%
Cost of revenues
Labor and other operating expenses		35,101	49.0	%		37,029	55.5	%
Depreciation, depletion and amortization		5,979	8.3	%		5,756	8.6	%
		41,080	57.3	%		42,785	64.1	%
Gross profit		30,607	42.7	%		23,992	35.9	%
Selling, general and administrative expenses		4,848	6.8	%		4,152	6.2	%
Operating profit		25,759	35.9	%		19,840	29.7	%

Other (income) expense, net		(2,540)	(3.6)	%		(1,507)	(2.3)	%
Income before income tax expense		28,299	39.5	%		21,347	32.0	%
Income tax expense		5,860	8.2	%		4,243	6.4	%
Net income	$	22,439	31.3	%	$	17,104	25.6	%
Net income per share of common stock
Basic	$	3.93			$	3.01
Diluted	$	3.92			$	3.00

See accompanying notes to condensed consolidated financial statements.

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~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	5,704,556	$	674	$	37,820	$	412,499	$	(57,889)	$	393,104
Stock options exercised	2,400		—		130		—		—		130
Stock-based compensation	2,957		—		1,241		—		—		1,241
Treasury shares purchased	(687)		—		—		—		(172)		(172)
Cash dividends paid	—		—		—		(1,426)		—		(1,426)
Net income	—		—		—		22,439		—		22,439
Balances at March 31, 2024	5,709,226	$	674	$	39,191	$	433,512	$	(58,061)	$	415,316



	Common Stock			Additional
	Shares			Paid-In		Retained		Treasury
	Outstanding	Amount		Capital		Earnings		Stock		Total
Balances at December 31, 2022	5,682,079	$	671	$	34,528	$	342,504	$	(56,615)	$	321,088
Stock options exercised	5,762		1		112		—		—		113
Stock-based compensation	3,124		—		812		—		—		812
Treasury shares purchased	(646)		—		—		—		(98)		(98)
Cash dividends paid	—		—		—		(1,137)		—		(1,137)
Net income	—		—		—		17,104		—		17,104
Balances at March 31, 2023	5,690,319	$	672	$	35,452	$	358,471	$	(56,713)	$	337,882

See accompanying notes to condensed consolidated financial statements.

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Net income

$
5,667

$
6,081

$
15,565

$
13,834


Other comprehensive income

Mark to market of foreign exchange hedges, net of tax expense of $34 and $195 for the three months and nine months ended September 30, 2017, respectively

58

—

337

—

  Total other comprehensive income

58

—

337

—

Comprehensive income

$
5,725

$
6,081

$
15,902

$
13,834

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


	Three Months Ended March 31,
	2024		2023
OPERATING ACTIVITIES:
Net income	$	22,439	$	17,104
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		6,054		5,828
Amortization of deferred financing costs		2		2
Deferred income taxes		(238)		(161)
Gain on disposition of property, plant and equipment		(93)		(70)
Stock-based compensation		1,241		812
Changes in operating assets and liabilities:
Trade receivables, net		(4,103)		(4,764)
Inventories		(1,411)		(2,467)
Prepaid expenses and other current assets		639		609
Other assets		15		(6)
Accounts payable and accrued expenses		2,643		3,738
Other liabilities		(21)		19
Net cash provided by operating activities		27,167		20,644
INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(6,824)		(5,451)
Proceeds from sale of property, plant and equipment		156		120
Net cash used in investing activities		(6,668)		(5,331)
FINANCING ACTIVITIES:
Cash dividends paid		(1,426)		(1,137)
Proceeds from exercise of stock options		130		113
Purchase of treasury shares		(172)		(98)
Net cash used in financing activities		(1,468)		(1,122)
Net increase in cash and cash equivalents		19,031		14,191
Cash and cash equivalents at beginning of period		187,964		133,384
Cash and cash equivalents at end of period	$	206,995	$	147,575

See accompanying notes to condensed consolidated financial statements.

UNITED STATES LIME & MINERALS, INC. AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(dollars in thousands)~~

~~(Unaudited)~~

Nine Months Ended September 30,

2017

2016

OPERATING ACTIVITIES:




Net income

$
15,565

$
13,834

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

Depreciation, depletion and amortization

12,711

12,032

Amortization of deferred financing costs

11

11

Deferred income taxes

(1,243)

311

Loss on disposition of property, plant and equipment

78

107

Stock-based compensation

1,073

778

Changes in operating assets and liabilities:

Trade receivables, net

(1,461)

(3,496)

Inventories, net

(448)

2,015

Prepaid expenses and other current assets

(325)

700

Other assets

2

5

Accounts payable and accrued expenses

(1,963)

(341)

Other liabilities

(42)

(86)

   Net cash provided by operating activities

23,958

25,870

INVESTING ACTIVITIES:

Purchase of property, plant and equipment

(14,504)

(12,230)

Proceeds from sale of property, plant and equipment

459

126

  Net cash used in investing activities

(14,045)

(12,104)

FINANCING ACTIVITIES:

Cash dividends paid

(2,259)

(2,087)

Proceeds from exercise of stock options

72

153

Purchase of treasury shares

(193)

(2,818)

Net cash used in financing activities

(2,380)

(4,752)

      Net increase in cash and cash equivalents

7,533

9,014

Cash and cash equivalents at beginning of period

74,712

59,926

Cash and cash equivalents at end of period

$
82,245

$
68,940

~~See accompanying notes to condensed consolidated financial statements.~~

~~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, ~~comprehensive income~~ 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, ~~2016.~~2023. The results of operations for the ~~three- and nine-month periods~~three-month period ended ~~September 30, 2017~~March 31, 2024 are not necessarily indicative of operating results for the full year.

2. Organization

The ~~Company is headquartered in Dallas, Texas, and operates through two business segments. Through its Lime and Limestone Operations, 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), ~~industrial (including paper and glass manufacturers), metals (including steel producers),~~ roof shingle manufacturers, oil and gas services, and agriculture (including poultry ~~and cattle feed~~ 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 (“Mill Creek”), Texas Lime Company, U.S. Lime Company, U.S. Lime ~~Company~~ – ~~Shreveport,~~Company-Shreveport, U.S. Lime ~~Company~~ – ~~St.~~ Company-St. Clair, and U.S. Lime Company-Transportation. In addition, the Company, – ~~Transportation.~~

~~The Company’s Natural Gas Interests segment is held in~~through its wholly owned subsidiary, U.S. Lime ~~Company~~ – OCompany-O & G, LLC, ~~(“U.S. Lime O & G”). Under a lease agreement (the “O & G Lease”), U.S. Lime O & G~~ has royalty and non-operated working interests ~~ranging from 15.4% to 20% and a 20% non-operating working interest, resulting~~ in ~~an overall average revenue interest of 34.7%, with respect to oil and~~natural gas ~~rights in 33~~ wells ~~drilled and currently producing on the Company’s approximately 3,800 acres of land~~ located in Johnson County, Texas, in the Barnett Shale Formation. Through U. S. Lime O & G, the Company also has a drillsite and production facility lease agreement and subsurface easement (the “Drillsite Agreement”) relating to approximately 538 acres of land contiguous to the Company’s Johnson County, Texas property. Pursuant to the Drillsite Agreement, the Company receives a 3% royalty interest and a 12.5% non-operating working interest, resulting in a 12.4% revenue interest, in the six wells drilled and currently producing from pad sites located on the Company’s property.

3. Accounting Policies

Revenue Recognition. The Company recognizes revenue for its ~~Lime~~lime and ~~Limestone Operations in accordance~~limestone operations when (i) a contract with the ~~terms of its purchase orders, contracts or purchase agreements,~~customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which ~~are~~is generally upon ~~shipment,~~shipment. The Company’s returns and ~~when payment is considered probable.~~allowances are minimal. Revenues include external freight billed to customers with related costs accounted for as fulfillment costs and included in cost of revenues. ~~The Company’s returns and allowances are minimal.~~ External freight billed to customers included in ~~2017~~2024 and ~~2016~~2023 revenues was ~~$5.8~~$11.2 million and ~~$6.7~~$11.7 million, for the ~~three-month periods, and $17.8 million and $17.6 million for the nine-month periods, respectively,~~respective three months ended March 31, which approximates the amount of external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its ~~Natural Gas Interests,~~natural gas interests, the Company recognizes revenue in the month of production and delivery.

~~Successful-Efforts Method Used for Natural Gas Interests.~~Trade Receivables. The Company uses the successful-efforts method to account for oil and gas exploration and development expenditures. Under this method, drilling, completion and workover costs for successful exploratory wells and all development well costs are capitalized and depleted using the units-of-production method. Costs to drill exploratory wells that do not find proved reserves are expensed.

~~Comprehensive Income.~~ Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as mark-to-market gains or losses on interest rate and foreign exchange derivative instruments designated as hedges, are reported as a separate componentmajority of the ~~equity section of~~Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the ~~balance sheet. Such items, along with net income, are components of comprehensive income.~~

~~Fair Values of Financial Instruments.~~ Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The Company uses a three-tier fair value hierarchy, which classifies the inputs used in measuring fair values, in determining the fair value of its financial assets and liabilities. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Specific inputs used to value the Company’s foreign exchange hedges were Euro to U.S. Dollar exchange rates for the expected future payment dates for the Company’s commitments denominated in Euros. See Note 6. There were no changes in the methods and assumptions used in measuring fair value.

~~The Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016, respectively, are summarized below (in thousands):~~

Significant Other

Observable Inputs

(Level 2)

September 30,

December 31,

September 30,

December 31,

2017

2016

2017

2016

Valuation Technique

Foreign exchange hedges

$
181

$
(352)

$
181

$
(352)

Cash flows approach

~~New Accounting Pronouncements.~~ In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will be effective for the Company beginning January 1, 2018, with early adoption permitted for annual periods beginning after December 15, 2016. Almost all of the Company’sunderlying purchase orders, contracts, or purchase agreements, and are generally fixed, short-term and do not contain ~~performance obligations other than delivery~~a significant financing component. The Company estimates credit losses relating to trade receivables based on an assessment of the ~~agreed upon product, which is primarily FOB shipping point. Thus,~~current and forecasted probability of collection, historical trends, economic conditions, and other significant events that may impact the ~~Company generally recognizes revenue upon shipment~~collectability of accounts receivables. Due to the ~~product. While the Company is still in the process of completing an analysis of all~~relatively homogenous nature of its ~~revenue generating activities and the contracts which might impact its revenue generating activities in light of the new standard,~~trade receivables, the Company does not believe there is any meaningful asset-specific differences within its trade receivables portfolio that ~~any~~would require the portfolio to be grouped below the consolidated level for review of ~~its revenue streams will~~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 ~~materially affected by the adoption of ASU 2014-09, and therefore it does not expect its Consolidated Statements of Operations will be materially affected.~~unrecoverable. The Company ~~plans~~maintains an allowance for credit losses to ~~adopt ASU 2014-09 beginning January 1, 2018 using~~reflect currently expected estimated losses resulting from the ~~modified retrospective approach and recognize a cumulative effect~~failure of ~~the change, if any,~~customers to ~~opening retained earnings in the year of adoption.~~make required payments.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), “Leases,” which requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous guidance. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods within those periods, with early adoption permitted. ASU 2016-02 must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. As of December 31, 2016, the Company’s undiscounted minimum contractual commitments under long-term leases, which were not recorded on the Company’s December 31, 2016 Consolidated Balance Sheet, was $6.8 million, which is an estimate of the effect on total assets and total liabilities that the new

~~accounting standard could have on that date. The Company is currently evaluating the effect that this standard will have on the Company’s Consolidated Financial Statements.~~4. Reportable Segment

In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (“ASU 2016-09”), “Compensation – Stock Compensation,” which requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represents the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction or increase of income taxes when an award vests. It also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than a financing activity. In addition, it simplifies other aspects of share-based payment transactions, including classification of awards that permit repurchase to satisfy statutory tax withholding requirements and classification of tax payments on behalf of employees on the statement of cash flows. The Company adopted this guidance in the first quarter 2017, and it did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12 (“ASU 2017-12”), “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” This standard better aligns an entity’s risk management activities and financial reporting for hedging relationships and enhances the transparency and understandability of hedge results through improved disclosures. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company is currently assessing the effect that this standard will have on the Company’s Consolidated Financial Statements.

4. ~~Business Segments~~

The Company has identified ~~two business segments~~one reportable segment based on the distinctness of ~~their~~the Company’s activities and products: ~~Lime~~lime and ~~Limestone Operations and Natural Gas Interests.~~limestone operations. All operations are in the United States. In evaluating the operating results of the ~~Company’s segments,~~Company, management primarily reviews revenues, gross profit, and ~~gross profit.~~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 ~~corporate overhead or~~ interest ~~costs~~income and expense and other expense to its ~~business segments.~~lime and limestone operations. Other identifiable assets include assets related to the Company’s natural gas interests, unallocated corporate assets, and cash items.

~~The following table sets forth operating~~Operating results and certain other financial data for the three months ended March 31, 2024 and 2023 for the Company’s ~~two business segments~~lime and limestone operations segment and other are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,

									Three Months Ended March 31,
Revenues	2017		2016		2017		2016		2024		2023
Lime and limestone operations	$	36,428	$	38,096	$	107,910	$	103,626	$	71,470	$	66,538
Natural gas interests		506		554		1,695		1,490
Other										217		239
Total revenues	$	36,934	$	38,650	$	109,605	$	105,116	$	71,687	$	66,777
Depreciation, depletion and amortization
Lime and limestone operations	$	4,048	$	3,827	$	11,935	$	11,279	$	5,857	$	5,630
Natural gas interests		192		190		595		576
Other										122		126
Total depreciation, depletion and amortization	$	4,240	$	4,017	$	12,530	$	11,855	$	5,979	$	5,756
Gross profit (loss)
Lime and limestone operations	$	9,476	$	10,503	$	26,218	$	25,677	$	30,683	$	24,058
Natural gas interests		76		66		410		(19)
Other										(76)		(66)
Total gross profit	$	9,552	$	10,569	$	26,628	$	25,658	$	30,607	$	23,992
Operating profit (loss)
Lime and limestone operations									$	25,839	$	19,909
Other										(80)		(69)
Total operating profit									$	25,759	$	19,840
Identifiable assets, at period end
Lime and limestone operations									$	252,551	$	235,693
Other										211,445		152,052
Total identifiable assets									$	463,996	$	387,745
Capital expenditures
Lime and limestone operations	$	6,362	$	4,320	$	14,502	$	12,216	$	6,824	$	5,451
Natural gas interests		—		10		2		14
Other										—		—
Total capital expenditures	$	6,362	$	4,330	$	14,504	$	12,230	$	6,824	$	5,451

5. Income and Dividends Per Share of Common Stock

At March 31, 2024, the Company had 30,000,000 shares of common stock authorized and 5,709,226 shares outstanding. On May 2, 2024, shareholders will vote at the Company’s 2024 Annual Meeting of Shareholders on a proposal to increase the number of authorized shares of common stock to 45,000,000.

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


	Three Months Ended March 31,
	2024		2023
Net income for basic and diluted income per common share	$	22,439	$	17,104
Weighted-average shares for basic income per common share		5,707		5,685
Effect of dilutive securities:
Employee and director stock options⁽¹⁾		18		13
Adjusted weighted-average shares and assumed exercises for diluted income per common share		5,725		5,698
Basic net income per common share	$	3.93	$	3.01
Diluted net income per common share	$	3.92	$	3.00

Three Months Ended September 30,

Nine Months Ended September 30,


2017

2016

2017

2016

Net income for basic and diluted income per common share

$
5,667

$
6,081

$
15,565

$
13,834

Weighted-average shares for basic income per common share

5,577

5,565

5,577

5,569

Effect of dilutive securities:

Employee and director stock options(1)

10

4

9

3

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

5,587

5,569

5,586

5,572

Basic net income per common share

$
1.02

$
1.09

$
2.79

$
2.48

Diluted net income per common share

$
1.01

$
1.09

$
2.79

$
2.48

(1)

~~(1)~~

~~Excludes 7.5~~No stock options ~~for the 2016 periods as anti-dilutive because the exercise price exceeded the average per share market price for the period.~~

were excluded due to being antidilutive.

6. ~~Accumulated Other Comprehensive Income (Loss)~~

The ~~following table presents the components~~Company paid $0.25 and $0.20 of ~~comprehensive income (in thousands):~~

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016
Net income

$
5,667

$
6,081

$
15,565

$
13,834
Mark to market of foreign exchange hedges

92

—

532

—
Deferred income tax expense

(34)

—

(195)

—
Comprehensive income

$
5,725

$
6,081

$
15,902

$
13,834

~~In November 2016, to hedge against potential losses due to changes~~cash dividends per share of common stock in the Euro to U.S. Dollar exchange rates, the Company entered into foreign exchange (“FX”) hedges with Wells Fargo Bank, N.A. as the counterparty to the FX hedges to fix the exchange rate for 5.5 million Euros in connection with a contractual obligation related to the St. Clair kiln project. The Company will be exposed to credit losses in the event of non-performance by the counterparty to the FX hedges. The FX hedges have been effective as defined under applicable accounting rules. Therefore, changes in fair value of the FX hedges are reflected in comprehensive income. Due to the weakening of the U.S. Dollar, compared to the Euro, in the 2017 periods, the change in the fair value of the remaining 3.7 million Euro FX hedges resulted in an asset of $181 thousand at September 30, 2017, which is included in prepaid expensesthree months ended March 31, 2024 and other current assets ($142 thousand) and other assets, net ($39 thousand) at September 30, 2017. Due to the strengthening of the U.S. Dollar, compared to the Euro, in the period from when the Company entered into the FX hedges through December 31, 2016, the fair value of the FX hedges resulted in a liability of $352 thousand at December 31, 2016, which is included in accrued expenses ($309 thousand) and other liabilities ($43 thousand) at December 31, 2016.2023, respectively.

6. Inventories

7. ~~Inventories, Net~~

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


	March 31,		December 31,
	2024		2023
Lime and limestone inventories:
Raw materials	$	8,998	$	7,834
Finished goods		3,347		3,107
		12,345		10,941
Parts inventories		13,379		13,372
	$	25,724	$	24,313

September 30,

December 31,

2017

2016

Lime and limestone inventories:







Raw materials

$
4,502

$
4,811

Finished goods

1,852

2,070

$
6,354

$
6,881

Service parts inventories

6,177

5,552

$
12,531

$
12,433

8. 7. Banking Facilities and Debt

~~The~~At March 31, 2024, the Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”) ~~provides~~, as amended as of August 3, 2023, provided 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 ~~loan~~loans mature on ~~May 7, 2020.~~ August 3, 2028.

Interest rates on the Revolving Facility are, at the Company’s option, ~~LIBOR~~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 ~~0.200%~~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. ~~As of October 27, 2016, the Company amended its credit agreement to increase the letter of credit sublimit under the Revolving Facility from $5 million to $10 million.~~

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, 2017,~~March 31, 2024, the Company had no debt outstanding and no draws on the Revolving Facility other than ~~$7.0~~$0.5 million of letters of credit, ~~including $6.5 million related to the St. Clair kiln project,~~ 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 March 31, 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 months ended March 31, 2024 and 2023 were as follows (in thousands):


		Three Months Ended March 31,
	Classification	2024		2023
Operating lease costs⁽¹⁾	Cost of revenues	$	585	$	770
Operating lease costs⁽¹⁾	Selling, general and administrative expenses		76		41
Rental revenues	Revenues		(122)		(117)
Rental revenues	Other (income) expense, net		(36)		(16)
Net operating lease costs		$	504	$	678

(1)

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

As of March 31, 2024, future minimum payments under operating leases that were either non-cancelable or subject to significant penalty upon cancellation, including future minimum payments under renewal options that the Company is reasonably certain to exercise, were as follows (in thousands):


2024 (excluding the three months ended March 31, 2024)	$	1,264
2025		1,397
2026		1,349
2027		936
2028		404
Thereafter		100
Total future minimum lease payments		5,450
Less imputed interest		(329)
Present value of lease liabilities	$	5,121

Supplemental cash flow information pertaining to the Company’s leasing activity for the three months ended March 31, 2024 and 2023 is as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Cash payments for lease liabilities included in operating cash flows	$	450	$	417
Right-of-use assets obtained in exchange for operating lease obligations	$	—	$	81

9. Income Taxes

The Company has estimated that its effective income tax rate for ~~2017~~2024 will be ~~20.3%~~20.7%. The primary ~~reasons~~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, and income tax credits associated with the ongoing construction of the St. Clair kiln project.~~income.

10. Dividends

On ~~September~~March 15, ~~2017,~~2024, the Company paid ~~$0.8~~$1.4 million in cash dividends, based on a dividend of ~~$0.135 (13.5 cents)~~$0.25 per share ~~on its common stock, to shareholders~~ of ~~record at the close of business on August 25, 2017. On June 16, 2017, the Company paid $0.8 million in cash dividends, based on a dividend of $0.135 (13.5 cents) per share on its~~

common stock, to shareholders of record at the close of business on May 26, 2017. On March 17, 2017, the Company paid $0.8 million in cash dividends, based on a dividend of $0.135 (13.5 cents) per share on its common stock, to shareholders of record at the close of business on February ~~24, 2017.~~23, 2024.

11. Subsequent Event

On ~~October 26, 2017,~~April 30, 2024, the Company’s Board of Directors declared a regular quarterly cash dividend of ~~$0.135 (13.5 cents)~~$0.25 per share on the Company’s common stock. This dividend is payable on ~~December 15, 2017~~June 14, 2024, to shareholders of record at the close of business on ~~November~~May 24, ~~2017.~~

2024.

1110

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~~forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. ~~Forward‑looking~~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~~forward-looking statements. The Company cautions that ~~forward‑looking~~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~~short-term and ~~long‑term~~long-term liquidity demands, including meeting the Company’s operating and capital needs, including ~~for the modernization and expansion and development project at St. Clair and~~ possible acquisitions ~~repurchasing the Company’s common stock~~ 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, ~~transportation~~ and ~~freight~~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;~~basis at competitive prices; (vi) unanticipated delays or cost overruns in completing modernization and expansion and development projects, including the Company’s St. Clair kiln project that is estimated to cost approximately $50 million through 2018; (vii) the Company’s ability to expand its ~~Lime~~lime and ~~Limestone Operations~~limestone operations through projects and acquisitions of businesses with related or similar operations ~~including obtaining~~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; ~~(viii)~~(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 ~~construction, steel, industrial and~~ oil and gas services, ~~reduced demand from~~ utility plants, ~~increased competition from competitors,~~steel, construction, and industrial, effects of governmental fiscal and budgetary constraints, including the level ~~and timing~~ of highway construction and infrastructure funding, changes to tax ~~reform efforts,~~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, Federal Reserve responses to inflationary concerns, including increased interest rates, and inability to continue to maintain or increase prices for the Company’s ~~products; (ix) uncertainties~~products, including passing through the increased costs of ~~prices~~energy, labor, parts and ~~regulations with respect to the Company’s Natural Gas Interests, including the absence of drilling activities on the Company’s O & G Properties, the change~~supplies, and changes in the operator of the wells drilled on the O & G Properties, inability to explore for new reserves, unitization of existing wells, declines in production rates and plugging and abandoning of existing wells; (x)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, ~~and~~ 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, such as COVID-19, 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, social distancing and mask guidelines, and vaccination 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, ~~2016.~~2023 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Overview.

~~Overview.~~

~~The Company has two operating segments: Lime and Limestone Operations and Natural Gas Interests. Revenues and gross profit~~We are ~~the primary items utilized to evaluate the operating results of the Company’s segments and to allocate resources.~~

~~Through its Lime and Limestone Operations, 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), ~~industrial (including paper and glass manufacturers), metals (including steel producers),~~ roof shingle manufacturers, oil and gas services, and agriculture (including poultry

~~and cattle feed~~ producers) industries. ~~The Company is~~We are headquartered in Dallas, Texas and ~~operates~~operate lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma, and Texas through ~~its~~our wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC (“Mill Creek”), Texas Lime Company, U.S. Lime Company, U.S. Lime ~~Company – Shreveport,~~Company-Shreveport, U.S. Lime ~~Company – St.~~Company-St. Clair, and U.S. Lime ~~Company – Transportation. The Lime~~Company-Transportation.

We have identified one reportable segment based on the distinctness of our activities and ~~Limestone Operations represent~~products: lime and limestone operations. All operations are in the ~~Company’s principal business.~~

~~The Company’s Natural Gas Interests are held in its~~United States. Our other operations consists of natural gas interests through our wholly owned subsidiary, U.S. Lime ~~Company – O & G, LLC, and consist of royalty and non-operating working interests under the O & G Lease with EOG Resources, Inc. (“EOG”) and the Drillsite Agreement with XTO Energy, Inc.~~Company-O&G, LLC. Assets related to ~~the Company’s Johnson County, Texas property, located~~our natural gas interests, unallocated corporate assets, and cash items are included in ~~the Barnett Shale Formation, on which Texas Lime Company conducts its lime and limestone operations. Affilliated companies of Enervest, Ltd. have purchased EOG’s~~other identified assets. We do not believe that our natural gas interests in the O & G Lease, and an affiliate of Enervest, Ltd. is now the successor operator of the wells drilled under the O & G Lease. No new wells have been drilled or completed on the O&G Properties since 2011. The Company cannot predict if any additional wells will be drilled on the O & G Properties, or their results.

~~Revenues from the Company’s Lime and Limestone Operations decreased 4.4% in the third quarter 2017, compared~~are material to the ~~third quarter 2016, and~~current or prior periods.

Our revenues increased ~~4.1%~~7.4% in the first ~~nine months 2017,~~quarter 2024, compared to the first ~~nine months 2016. The~~quarter 2023. Revenues from our lime and limestone operations increased 7.4% in the first quarter 2024, compared to the first quarter 2023, due to a 14.6% increase in the average selling prices for our lime and limestone products, partially offset by a 7.2% decrease in ~~revenues in the third quarter 2017 resulted from decreased~~ sales volumes of ~~4.4% for the Company’s~~our lime and limestone products, principally ~~from its environmental and construction customers, offset in part by increased~~due to decreased demand from its oil and gas services customers. The Company’s facilities in the affected region suffered only minor damages due to Hurricane Harvey, but demand from certain of its construction customers during the third quarter was adversely impacted by the storm.

The increase in the Company’s lime and limestone revenues in the first nine months 2017 resulted primarly from increased sales volumes of 3.1%, due to increased demand from its oil and gas services andour construction customers, partially offset by ~~reduced~~increased demand from ~~its environmental~~our industrial customers. ~~Prices realized for~~Looking ahead, we anticipate improved demand from our construction customers.

Our gross profit increased 27.6% in the ~~Company’s~~first quarter 2024, compared to the first quarter 2023. Gross profit from our lime and limestone ~~products were flat~~operations increased 27.5% in the ~~third~~first quarter ~~2017,~~2024, compared to the ~~third~~first quarter ~~2016, and 0.2% higher~~2023. The increase in ~~the first nine months 2017, compared to the comparable 2016 period.~~

~~The Company’s~~ gross profit from its Lime and Limestone Operations decreased by 9.8% in the third quarter 2017 and increased by 2.1% in the first nine months 2017, compared to the comparable 2016 periods. The decreased gross profit for the Company’s Lime and Limestone Operations in the third quarter 2017, compared to the third quarter 2016, resulted ~~primarily from the decreased revenues in the third quarter 2017 discussed above. The increased gross profit in the first nine months 2017, compared to the comparable 2016 period, resulted primarily~~ from the increased revenues ~~in the first nine months 2017~~ discussed ~~above.~~

~~Revenues from the Company’s Natural Gas Interests decreased 8.7% in the third quarter 2017, compared to the third quarter 2016. The~~above and a decrease in revenues from Natural Gas Interests in the third quarter 2017 resulted primarily from a 12.5% decrease in production volumes due to the normal declines in production rates on the Company’s 39 existing wells, partially offset by 3.8% higheroperating expenses, including lower natural gas ~~and natural gas liquids prices. Revenues from the Company’s Natural Gas Interests~~fuel costs.

We paid an increased 13.8% in the first nine months 2017, compared to the comparable 2016 period, primarily from 26.6% higher natural gas and natural gas liquids prices, partially offset by a 12.8% decrease in production volumes due to the normal declines in production rates on the Company’s 39 existing wells. The Company’s gross profit from its Natural Gas Interests was flat at $0.1 million in each of the third quarters 2017 and 2016 and increased to $0.4 million in the first nine months 2017, compared to a loss of $19 thousand in the comparable 2016 period, which resulted primarily from the increase in revenues in the first nine months 2017 discussed above.

In the fourth quarter 2016, the Company began a modernization and expansion and development project at its St. Clair plant in Oklahoma, including construction of a new, more fuel-efficient vertical kiln and related plant improvements. Work on the St. Clair kiln project is moving forward. Through September 30, 2017, the Company had incurred approximately $10.3 million of costs on the St. Clair kiln project, and had remaining outstanding commitments of approximately $20.0 million related to the project as of such date. The Company estimates that the St. Clair kiln project will cost approximately $50 million and be completed by the end of 2018.

In December 2015, the Company commenced a publicly announced share repurchase program to purchase up to $10 million of its common stock. In November 2016, the Company announced a 12-month extension of the repurchase program to repurchase up to the $7.2 million of its common stock remaining under the program. No shares have been repurchased under the program since the first quarter 2016, when the Company repurchased 50,068 shares at a weighted-average price of $53.52 per share. Since the commencement of the share repurchase program through the date of this Report, the Company has repurchased 53,154 shares at a weighted-average price of $53.59 per share.

~~The Company paid its~~ regular quarterly cash dividend of ~~$0.135 (13.5 cents)~~$0.25 per share ~~on its common stock~~ in ~~each of~~ the first ~~three quarters 2017.~~quarter of 2024. On ~~October 26, 2017, the Company’s~~April 30, 2024, our Board of Directors declared a regular quarterly cash dividend of ~~$0.135 (13.5 cents)~~$0.25 per share on ~~the Company’s~~our common stock. ~~This~~The dividend is payable on ~~Decembr 15, 2017~~June 14, 2024, to shareholders of record at the close of business on ~~November~~May 24, ~~2017~~.2024.

At our upcoming 2024 Annual Meeting of Shareholders, our shareholders will vote on a proposal to increase the number of authorized shares of our common stock from 30,000,000 to 45,000,000. If the proposal is approved by the shareholders, our Board of Directors currently intends to proceed with a stock split of up to 5-to-1, effected in the form of a stock dividend of up to 4 additional shares on each outstanding share. In addition to having sufficient authorized shares to effectuate the stock split, our Board believes that the increase in authorized shares is advisable in order to maintain our business, financing, and capital-raising flexibility in connection with our working capital needs and for general corporate purposes.

Liquidity and Capital Resources.

Net cash provided by operating activities was ~~$24.0~~$27.2 million in the first ~~nine months 2017,~~quarter 2024, compared to ~~$25.9~~$20.6 million in the ~~comparable 2016 period, a decrease~~first quarter 2023, an increase of ~~$1.9~~$6.5 million, or ~~7.4%~~31.6%. ~~Net~~Our net cash provided by operating activities is composed of net income, depreciation, depletion and amortization (“DD&A”), deferred income taxes, ~~and~~stock-based compensation, other non-cash items included in net income and changes in working capital.In the first ~~nine months 2017,~~quarter 2024, net cash provided by operating activities was principally composed of ~~$15.6~~$22.4 million net income, ~~and $12.7~~$6.1 million DD&A, and $1.2 million stock-based compensation, partially offset by ~~a $1.2~~$0.2 million ~~decrease in~~ deferred income taxes ~~compared to $13.8~~and a $2.2 million ~~net income~~decrease from changes in operating assets and ~~$12.0 million DD&A~~liabilities. Changes in operating assets and liabilities in the first ~~nine months 2016. The most significant changes in working capital items in the first nine months 2017 were~~quarter 2024 included an increase of $4.1 million in trade receivables, net, ~~of $1.5 million,~~due primarily to increased sales in the first quarter 2024 compared to the fourth quarter 2023, and an increase of $1.4 million in inventories, ~~net,~~partially offset by an increase of ~~$0.4~~$2.6 in accounts payable and accrued expenses and a decrease of $0.6 million ~~an increase~~ in prepaid expenses and other current ~~assets~~assets. In the first quarter 2023, net cash provided by operating activities was principally composed of ~~$0.3~~$17.1 million net income, $5.8 million DD&A, and $0.8 million stock-based compensation, partially offset by $0.2 million deferred income taxes and a $2.9 million decrease from changes in operating assets and liabilities. Changes in operating assets

and liabilities in the first quarter 2023 included an increase of $4.8 million in trade receivables, net, due primarily from increased sales in the first quarter 2023 compared to the fourth quarter 2022, and an increase of $2.5 million in inventories, partially offset by a $3.7 million increase in accounts payable and accrued expenses ~~of $2.0 million. The most significant changes in working capital items in the first nine months 2016 were an increase in trade receivables, net, of $3.5 million,~~and a decrease ~~in inventories~~ of ~~$2.0~~$0.6 million ~~and a decrease~~ in prepaid expenses and other current assets of $0.7 million. The increase in trade receivables, net in the 2017 and 2016 first nine-month periods primarily resulted from increased revenues in the third quarter 2017, compared to the fourth quarter 2016, and increased revenues in the third quarter 2016, compared to the fourth quarter 2015, respectively.assets.

~~The Company~~We had ~~$14.5~~$6.8 million in capital expenditures in the first ~~nine months 2017, including approximately $6.4 million on the St. Clair kiln project,~~quarter 2024, compared to ~~$12.2~~$5.5 million in the ~~comparable period last year.~~

first quarter 2023. Net cash used in financing activities was ~~$2.4 million and $4.8 million in the 2017 and 2016 first nine months, respectively, consisting of purchase of treasury shares of $0.2 million and $2.8~~$1.5 million in the first ~~nine months 2017 and 2016, respectively. Additionally, the Company paid $2.3 million and $2.1~~quarter 2024, compared to $1.1 million in ~~dividends during~~ the first ~~nine months 2017 and 2016, respectively.~~ quarter 2023, consisting primarily of cash dividends paid in each period.

Cash and cash equivalents increased ~~$7.5~~$19.0 million to ~~$82.2~~$207.0 million at ~~September 30, 2017,~~March 31, 2024 from ~~$74.7~~$188.0 million at December 31, ~~2016.~~ 2023.

We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of March 31, 2024, we did not have any material commitments for open purchase orders.

~~The Company’s~~At March 31, 2024, 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 provided for a $10 million letter of credit sublimit under the ~~Company.~~Revolving Facility. The Revolving Facility and any incremental ~~loan~~loans mature on ~~May 7, 2020.~~ August 3, 2028.

Interest rates on the Revolving Facility are, at ~~the Company’s~~our option, ~~LIBOR~~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 ~~0.200%~~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~~our Cash Flow Leverage Ratio, defined as the ratio of ~~the Company’s~~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 ~~the Company’s~~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. ~~The Company’s~~Our maximum Cash Flow Leverage Ratio is 3.50 to 1. ~~As of October 27, 2016, the~~

~~Company amended its credit agreement to increase the letter of credit sublimit under the Revolving Facility from $5 million to $10 million.~~

~~The Company~~We may pay dividends so long as ~~it remains~~we remain in compliance with the provisions of ~~the Company’s~~our credit agreement, and we may purchase, redeem or otherwise acquire shares of ~~its~~our common stock so long as ~~its~~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.

The Company is not contractually committed to any planned capital expenditures until actual orders are placed for equipment. As of September 30, 2017, the Company had no material open orders or commitments that are not included in current liabilities on the September 30, 2017 Condensed Consolidated Balance Sheet other than approximately $20.0 million related to the St. Clair kiln project.

In November 2016, to hedge against potential losses due to changes in the Euro to U.S. Dollar exchange rates, the Company entered into foreign exchange (“FX”) hedges with Wells Fargo Bank, N.A. as the counterparty to the FX hedges to fix the exchange rate for 5.5 million Euros in connection with a contractual obligation related to the St. Clair kiln project. The Company will be exposed to credit losses in the event of non-performance by the counterparty to the FX hedges. The FX hedges have been effective as defined under applicable accounting rules. Therefore, changes in fair value of the FX hedges are reflected in comprehensive income. Due to the weakening of the U.S. Dollar, compared to the Euro, in the 2017 periods, the fair value of the FX hedges resulted in an asset of $181 thousand at September 30, 2017, which is included in prepaid expenses and other current assets ($141 thousand) and other assets, net ($40 thousand) at September 30, 2017. Due to the strengthening of the U.S. Dollar, compared to the Euro, in the period from when the Company entered into the FX hedges through DecemberAt March 31, 2016, the fair value of the FX hedges resulted in a liability of $352 thousand at December 31, 2016, which is included in accrued expenses ($309 thousand) and other liabilities ($43 thousand) at December 31, 2016.

~~As of September 30, 2017, the Company~~2024, we had no debt outstanding and no draws on the Revolving Facility other than ~~$7.0~~$0.5 million of letters of credit, ~~including $6.5 million related to the St. Clair kiln project,~~ which count as draws against the available commitment under the Revolving Facility. ~~The Company believes~~We believe that, absent a significant acquisition, cash on hand and cash flows from operations will be sufficient to meet ~~the Company’s~~our operating needs, ongoing capital needs, including current and possible future modernization, ~~and~~ expansion, and development projects, ~~including the kiln project at St. Clair,~~ and liquidity needs and allow itus to ~~continue to repurchase up to $7.2 million of its common stock remaining to be repurchased under its extended share repurchase program as well as~~ pay ~~its~~ regular quarterly cash dividends for the near future.

Results of Operations.

Revenues in the ~~third~~first quarter ~~2017~~2024 were ~~$36.9~~$71.7 million, compared to ~~$38.7~~$66.8 million in the ~~comparable prior year~~first quarter ~~a decrease~~2023, an increase of ~~$1.7~~$4.9 million, or ~~4.4%~~7.4%. Revenues from ~~the Company’s Lime~~our lime and ~~Limestone Operations in the third quarter 2017 decreased $1.7 million, or 4.4%, to $36.4 million from $38.1~~limestone operations were $71.5 million in the ~~comparable 2016~~first quarter while revenues from its Natural Gas Interests decreased $48 thousand, or 8.7%, to $506 thousand from $554 thousand in the comparable prior year quarter. In the first nine months 2017, revenues were $109.6 million,2024, compared to ~~$105.1~~$66.5 million in the ~~comparable 2016 period,~~first quarter 2023, an increase of ~~$4.5~~$4.9 million, or ~~4.3%~~7.4%. Revenues from the Company’s Lime and Limestone Operations in the first nine months 2017 increased $4.3 million, or 4.1%, to $107.9 million from $103.6 million in the comparable 2016 period, while revenues from its Natural Gas Interests increased $0.2 million, or 13.8%, to $1.7 million from $1.5 million in the comparable prior year period.

As discussed above, the decrease in lime and limestone revenues in the third quarter 2017, as compared to the third quarter 2016, resulted from decreased sales volumes of the Company’s lime and limestone products, while theThe increase in ~~the Company’s~~our lime and limestone revenues in the first ~~nine months 2017, as compared to last year’s comparable period,~~quarter 2024 resulted ~~primarily~~ from ~~increased sales volumes. Prices realized~~the increases in the average selling prices for ~~the Company’s~~our lime and limestone products, ~~were flat in~~partially offset by the ~~third quarter, compared to the third quarter 2016,~~decreased sales volumes of our lime and ~~slightly higher in the first nine months 2017, compared to the comparable 2016 period.~~

Production volumes from the Company’s Natural Gas Interests in the third quarter 2017 totaled 137 thousand MCF, sold at an average price of $3.69 per MCF, compared to 156 thousand MCF, sold at an average price of $3.56 per MCF, in the comparable 2016 quarter. Production volumes in the first nine months 2017 from Natural Gas Interests totaled 425 thousand MCF, sold at an average price of $3.98 per MCF, compared to the first mime months 2016 when 473 thousand MCF was produced and sold at an average price of $3.15 per MCF. The Company’s 2017 average prices per MCF were higher than the prior year’s average prices primarilylimestone products, principally due to ~~increases in market prices for natural gas and natural gas liquids~~.decreased demand from our construction customers, partially offset by increased demand from our industrial customers.

~~The Company’s gross~~Gross profit was $9.6 million in the third quarter 2017, compared to $10.6 million in the comparable 2016 quarter, a decrease of $1.0 million, or 9.6%. Gross profit in the first nine months 2017 was $26.6 million, an increase of $1.0 million, or 3.8%, from $25.7$30.6 million in the first ~~nine months 2016.~~

~~Included in gross profit~~quarter 2024, compared to $24.0 million in the ~~third~~first quarter ~~and first nine months 2017 were $9.5~~2023, an increase of $6.6 million, ~~and $26.2 million, respectively,~~or 27.6%. Gross profit from ~~the Company’s Lime and Limestone Operations, compared to $10.5 million and $25.7 million, respectively, in the comparable 2016 periods. The decreased gross profit for the Company’s~~our lime and limestone operations in the ~~third~~first quarter ~~2017,~~2024 was $30.7 million, compared to $24.1 million in the ~~third~~first quarter ~~2016, resulted primarily from the decreased revenues discussed above.~~2023, an increase of $6.6 million, or 27.5%. The ~~increased~~increase in

lime and limestone gross profit in the first ~~nine months 2017,~~quarter 2024, compared to the ~~comparable 2016 period,~~first quarter 2023, resulted ~~primarily~~ from the increased revenues discussed ~~above. The Company’s gross profit margin as~~above and a percent of revenues from its Lime and Limestone Operations decreased to 26.0% and 24.3% in the third quarter and first nine months 2017, respectively, from 27.6% and 24.8% in the third quarter and first nine months 2016, respectively. The decreased gross profit and gross profit margin in the third quarter 2017 resulted primarily from the decrease in ~~revenues discussed above.~~operating expenses, including lower natural gas fuel costs.

Gross profit from the Company’s Natural Gas Interests was flat at $0.1 million in each of the third quarters 2017 and 2016. For the first nine months 2017, gross profit from the Company’s Natural Gas Interest increased to $0.4 million from a loss of $19 thousand in the comparable 2016 period, which resulted primarily from the increase in revenues in the first nine months 2017 discussed above.

Selling, general and administrative ~~expenses~~ (“SG&A”) expenses were ~~$2.7 million and $7.6~~$4.8 million in the ~~third~~first quarter ~~and first nine months 2017, respectively,~~2024, compared to ~~$2.5 million and $7.2~~$4.2 million in the ~~third~~first quarter ~~and first nine months 2016, respectively. As a percentage~~2023, an increase of ~~revenues, SG&A was 7.2% and 6.9% in the third quarter and first nine months 2017, respectively, compared to 6.4% and 6.9%, in the third quarter and first nine months 2016, respectively.~~$0.7 million, or 16.8%. The increase in SG&A ~~as a percentage of revenues~~expenses in the ~~third~~first quarter ~~2017~~2024, compared to the ~~third~~first quarter ~~2016~~2023, was primarily due to increased personnel expense, including stock-based compensation.

We had no outstanding debt during any of the periods. Other (income) expense, net was $2.5 million income in the first quarter 2024, compared to $1.5 million income in the first quarter 2023. The increase of $1.0 million in other (income) expense, net during the first quarter 2024, compared to the first quarter 2023, was primarily due to interest earned on higher average balances in our cash and cash equivalents.

Income tax expense was $5.9 million in the first quarter 2024, compared to $4.2 million in the first quarter 2023. The increase in income tax expense was primarily due to the ~~decrease in revenues in the 2017 period, compared to the comparable 2016 period. The~~ increase in SG&A in the 2017 periods, compared to the comparable 2016 periods, was principally due to increased non-cash stock-based compensation costs, which is primarily due to the increases in the price per share of the Company’s common stock for grants expensed during the 2017 periods, compared to the comparable 2016 periods.

Interest expense was $0.1 million in each of the 2017 and 2016 third quarters, and $0.2 million in each of the 2017 and 2016 first nine months. Other income, net was $0.3 million in the third quarter 2017, compared to $0.1 million in the third quarter 2016, and $0.7 million in the first nine months 2017, compared to $0.2 million in the first nine months 2016, primarily due to increased interest earned on the Company’s cash balances.

Income tax expense decreased to $1.4 million in the third quarter 2017, compared to $2.1 million in the third quarter 2016, a decrease of $0.6 million or 30.4%. In the first nine months 2017, income tax expense decreased to $4.0 million from $4.7 million in the comparable 2016 period, a decrease of $0.7 million, or 15.1%. The decrease in income tax expense in the third quarter and the first nine months 2017, compared to the comparable 2016 periods, was primarily due to a decrease in the Company’s estimated effective income tax rate resulting from income tax credits associated with the ongoing St. Clair kiln project, partially offset for the first nine months 2017 by the increase in the Company’s income before ~~income~~ taxes.

~~The Company’s~~Our net income was ~~$5.7~~$22.4 million ($~~1.01~~3.92 per share diluted) in the ~~third~~first quarter ~~2017,~~2024, compared to net income of ~~$6.1~~$17.1 million ($~~1.09~~3.00 per share diluted) in the ~~third~~first quarter ~~2016, a decrease of $0.4 million, or 6.8%. Net~~

~~income in the first nine months 2017 was $15.6 million ($2.79 per share diluted),~~2023, an increase of ~~$1.7~~$5.3 million, or ~~12.5%, compared to the first nine months 2016 net income of $13.8 million ($2.48 per share diluted)~~31.2%.

~~ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Interest Rate Risk.~~

The Company would be exposed to changes in interest rates, primarily as a result of floating interest rates on the Revolving Facility. There was no outstanding balance on the Revolving Facility subject to interest rate risk at September 30, 2017. Any future borrowings under the Revolving Facility would be subject to interest rate risk. See Note 8 of Notes to Condensed Consolidated Financial Statements.

~~Foreign Exchange Risk.~~

The Company could be exposed to changes in the Euro to U.S. Dollar exchange rate for its 3.7 million Euros obligation related to a contract for the St. Clair kiln project. The Company entered into FX hedges to fix its U.S. Dollar liability at $4.2 million. See Note 6 of Notes to Condensed Consolidated Financial Statements.

ITEM 4: CONTROLS AND PROCEDURES

~~The Company’s~~Our management, with the participation of ~~the Company’s~~our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of ~~the Company’s~~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 ~~the Company’s~~our disclosure controls and procedures as of the end of the period covered by this Report were effective.

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

PART II. OTHER INFORMATION

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

~~In December 2015,~~Our Amended and Restated 2001 Long-Term Incentive Plan allows employees and directors to pay the ~~Company commenced a publicly announced share repurchase program to repurchase up to $10 million~~exercise price for stock options and the tax withholding liability upon the lapse of ~~its~~restrictions on restricted stock by payment in cash and/or delivery of shares of common stock. In ~~November 2016,~~ the ~~Company announced a 12-month extension of the repurchase program to repurchase up to the $7.2 million of its commons stock remaining under the program. The Company did not repurchase any shares~~first quarter 2024, pursuant to ~~this program~~these provisions, we purchased 687 shares at a price of $250.02 per share, the fair market value of one share of our common stock on the ~~third quarter 2017.~~date they were tendered for payment of tax withholding liability upon the lapse of restrictions on restricted stock.

ITEM 4: MINE SAFETY DISCLOSURES

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S‑S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of ~~the Company’s~~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, 2017~~March 31, 2024 is presented in Exhibit 95.1 to this Report.

~~The Company believes it is~~We believe we are responsible to employees to provide a safe and healthy workplace environment. ~~The Company seeks~~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 6: EXHIBITS

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

EXHIBIT INDEX


EXHIBIT
NUMBER		DESCRIPTION

31.1		Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

32.1		Section 1350 Certification by the Chief Executive Officer.

32.2		Section 1350 Certification by the Chief Financial Officer.

95.1		Mine Safety Disclosures.

101		Interactive Data ~~Files.~~Files (formatted as Inline XBRL).

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

1815

SIGNATURES

~~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 27, 2017~~May 1, 2024	By:	/s/ Timothy W. Byrne
		Timothy W. Byrne
		President and Chief Executive Officer
		(Principal Executive Officer)


~~October 27, 2017~~May 1, 2024	By:	/s/ Michael L. Wiedemer
		Michael L. Wiedemer
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

1916

~~UNITED STATES LIME & MINERALS, INC.~~

~~Quarterly Report on Form 10-Q~~

~~Quarter Ended~~

~~September 30, 2017~~

~~Index to Exhibits~~


~~EXHIBIT~~
~~NUMBER~~		~~DESCRIPTION~~

~~31.1~~		~~Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.~~

~~31.2~~		~~Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.~~

~~32.1~~		~~Section 1350 Certification by the Chief Executive Officer.~~

~~32.2~~		~~Section 1350 Certification by the Chief Financial Officer.~~

~~95.1~~		~~Mine Safety Disclosures.~~

~~101~~		~~Interactive Data Files.~~


	September 30,		December 31,
	2017		2016
ASSETS
Current assets
Cash and cash equivalents	$	82,245	$	74,712
Trade receivables, net		18,242		16,781
Inventories, net		12,531		12,433
Prepaid expenses and other current assets		1,576		1,110
Total current assets		114,594		105,036
Property, plant and equipment
Property, plant and equipment		297,813		285,594
Less accumulated depreciation and depletion		(190,216)		(180,613)
Property, plant and equipment, net		107,597		104,981
Other assets, net		168		142
Total assets	$	222,359	$	210,159
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	4,921	$	5,587
Accrued expenses		2,925		3,521
Total current liabilities		7,846		9,108
Deferred tax liabilities, net		18,784		19,832
Other liabilities		1,496		1,580
Total liabilities		28,126		30,520
Stockholders’ equity
Common stock		657		657
Additional paid-in capital		23,975		22,831
Accumulated other comprehensive income (loss)		114		(223)
Retained earnings		223,076		209,770
Less treasury stock, at cost		(53,589)		(53,396)
Total stockholders’ equity		194,233		179,639
Total liabilities and stockholders’ equity	$	222,359	$	210,159


					Significant Other
					Observable Inputs
					(Level 2)
	September 30,		December 31,		September 30,		December 31,
	2017		2016		2017		2016		Valuation Technique
Foreign exchange hedges	$	181	$	(352)	$	181	$	(352)	Cash flows approach