Forward-Looking Statements. Any statements contained in this Report that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report, including without limitation statements relating to the Company's plans, strategies, objectives, expectations, intentions, and adequacy of resources, are identified by such words as "will," "could," "should," "would," "believe," "possible," "potential," "expect," "intend," "plan," "schedule," "estimate," "anticipate" and "project." The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation the following: (i) the Company's plans, strategies, objectives, expectations, and intentions are subject to change at any time at the Company's discretion; (ii) the Company's plans and results of operations will be affected by its ability to maintain and increase its revenues and manage its growth; (iii) the Company's ability to meet short-term and long-term liquidity demands, including meeting the Company's operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, including the ability of the Company's customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company's facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company's limestone and its impact on process equipment and product quality, inclement weather conditions, including more severe and frequent weather events resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cyber-security incidents or ransomware attacks, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers and rail cars to deliver the Company's products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) unanticipated delays or cost overruns in completing modernization and expansion and development projects; (vii) the Company's ability to expand its lime and limestone operations through projects and acquisitions of businesses with related or similar operations and the Company's ability to obtain any required financing for such projects and acquisitions, to integrate the projects and acquisitions into the Company's overall operations, and to sell any resulting increased production at acceptable prices; (viii) inadequate demand and/or prices for the Company's lime and limestone products due to increased competition from competitors, increasing competition for certain customer accounts, conditions in the U.S. economy, recessionary pressures in, and the impact of government policies on, particular industries, including oil and gas services, utility plants, steel, construction, and industrial, effects of governmental fiscal and budgetary constraints, including the level of highway construction and infrastructure funding, changes to tax laws, legislative impasses, extended governmental shutdowns, trade wars, tariffs, international incidents, including the Russian invasion of Ukraine, 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, including passing through the increased costs of energy, transportation, labor, and supplies; (ix) ongoing and possible new regulations, investigations, enforcement actions and costs, legal expenses, penalties, fines, assessments, litigation, judgments and settlements, taxes and disruptions and limitations of operations, including those related to climate change, health and safety, human capital, diversity, and other environmental, social, governance and sustainability considerations, and those that could impact the Company's ability to continue or renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects; (x) estimates of reserves and remaining lives of reserves; (xi) the ongoing impact of the novel coronavirus ("COVID-19") pandemic and current or future variants of the COVID-19 virus 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; (xii) the impact of social or political unrest; (xiii) risks relating to mine safety and reclamation and remediation; and (xiv) 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, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.


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Overview.

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

We have identified one reportable segment based on the distinctness of our activities and products: lime and limestone operations. All operations are within a single geographic region in the United States.

In addition to our lime and limestone operations, we hold natural gas interests through our wholly owned subsidiary, U.S. Lime Company - O&G, LLC. The revenues, gross profit and operating profit from our natural gas interests are included in Other for our reportable segment disclosures. Assets related to our natural gas interests, unallocated corporate assets, and cash items are included in Other identified assets. We do not believe that our natural gas interests are material to the current or prior periods.

On February 9, 2022, we acquired 100% of the equity interest of Mill Creek, a dolomite mining and production company located in Mill Creek, Oklahoma, for $5.6 million cash. Upon acquisition, Mill Creek's assets and liabilities were recorded at fair value, with $5.4 million of the purchase price allocated to property, plant, and equipment. Mill Creek contributed $1.1 million and $1.9 million to our revenues for the three- and six-months ended June 30, 2022, respectively. We believe that this acquisition will complement our existing geographic footprint.

Our revenues increased 23.0% and 22.6% in the second quarter and first six months 2022, respectively, compared to the second quarter and first six months 2021. The increases in our revenues in the second quarter and first six months 2022 resulted primarily from 18.0% and 18.5% increases in sales volumes of our lime and limestone products, respectively, principally due to increased demand from our construction and industrial customers. Additionally, lime and limestone revenues for the six months 2022 benefited from increased sales to our oil and gas services customers. Revenues in in the second quarter and first six months 2022 were also favorably impacted by increases in the average selling prices for our lime and limestone products of 4.3% and 3.5%, respectively.

Our gross profit decreased 1.9% in the second quarter 2022 and increased 8.2% in the first six months 2022, compared to the second quarter and first six months 2021. The decrease in gross profit in the second quarter 2022, compared to the second quarter 2021, resulted primarily from increased lime and limestone production costs, principally from higher energy, transportation, labor, and supplies costs, partially offset by the increased revenues discussed above. The increase in gross profit in the first six months 2022, compared to the first six months 2021, resulted primarily from the increased revenues discussed above, partially offset by increased production costs.

We continue to be challenged by a persistent overall inflationary environment that is disproportionately impacting our lime and limestone production costs. We are also adjusting and acclimating to longer lead times as supply chain delays have settled into a new normal.

While we were able to increase our lime and limestone product prices in the first six months 2022, our price increases were not nearly enough to offset the increasing cost pressures that we have been experiencing. In an effort to maintain or improve our margins, we have been working with our valued customers to pass along additional price increases during the second half of the year. If our increased production costs, particularly costs associated with energy and transportation, continue at their current rate, or accelerate, it could adversely affect our profitability going forward.

Liquidity and Capital Resources.

Net cash provided by operating activities was $22.4 million in the first six months 2022, compared to $27.4 million in the first six months 2021, a decrease of $5.0 million, or 18.3%. Our net cash provided by operating activities is composed of net income, depreciation, depletion and amortization ("DD&A"), deferred income taxes, stock-based compensation, other non-cash items included in net income and changes in working capital. In the first six months 2022,


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net cash provided by operating activities was principally composed of $18.9 million net income, $10.8 million DD&A, $1.2 million deferred income taxes, $1.3 million stock-based compensation, and a $9.8 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first six months 2022 included an increase of $10.0 million in trade receivables, net, due primarily to increased sales in the second quarter 2022 compared to the fourth quarter 2021, an increase of $1.4 million in inventories, a $0.4 million increase in accounts payable and accrued expenses, and a decrease of $1.0 million in prepaid expenses and other current assets. In the first six months 2021, net cash provided by operating activities was principally composed of $18.1 million net income, $10.6 million DD&A, $1.8 million deferred income taxes, $1.1 million stock-based compensation, and a $4.1 million decrease from changes in operating assets and liabilities. Changes in operating assets and liabilities in the first six months 2021 included an increase of $4.5 million in trade receivables, net, due primarily from increased sales in the second quarter 2021 compared to the fourth quarter 2020, a decrease of $0.6 million in inventories, and a decrease of $0.6 million in accounts payable and accrued expenses.

We had $17.1 million in capital expenditures in the first six months 2022, including $5.6 million for the acquisition of Mill Creek, compared to $17.8 million in the first six months 2021. In the first six months 2022, we experienced increased costs associated with our normal recurring capital and re-equipping projects at our plants and other facilities, as part of the current overall inflationary environment. We expect that the increase in these capital costs will result in increased DD&A expense in future periods. Net cash used in financing activities was $2.2 million in the first six months 2022, compared to $1.8 million in the first six months 2021, consisting primarily of cash dividends paid in each period.

Cash and cash equivalents increased $3.2 million to $108.6 million at June 30, 2022 from $105.4 million at December 31, 2021.

We are not committed to any planned capital expenditures until actual orders are placed for equipment. As of June 30, 2022, we did not have any material commitments for open purchase orders.

Our credit agreement with Wells Fargo Bank, N.A. (the "Lender"), as amended as of May 2, 2019 and November 21, 2019, provides for a $75 million revolving credit facility (the "Revolving Facility") and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by us. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on May 2, 2024.

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

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

At June 30, 2022, we had no debt outstanding and no draws on the Revolving Facility other than $0.3 million of letters of credit, which count as draws against the available commitment under the Revolving Facility. We believe that, absent a significant acquisition, cash on hand and cash flows from operations will be sufficient to meet our operating needs, ongoing capital needs, including current and possible future modernization, expansion, and development projects, and liquidity needs and allow us to pay regular quarterly cash dividends for the near future.



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Results of Operations.

Revenues in the second quarter 2022 were $60.5 million, compared to $49.2 million in the second quarter 2021, an increase of $11.3 million, or 23.0%. For the first six months 2022, revenues were $111.4 million, compared to $90.8 million in the first six months 2021, an increase of $20.6 million, or 22.6%. Revenues from our lime and limestone operations were $59.6 million in the second quarter 2022, compared to $48.7 million in the second quarter 2021, an increase of $10.9 million, or 22.3%. For the first six months 2022, lime and limestone revenues were $109.9 million, compared to $90.1 milling in the first six months 2021, an increase of $19.8 million, or 22.0%. The increases in lime and limestone revenues in the second quarter and first six months 2022 were primarily due to increases in sales volumes of our lime and limestone products, compared to the first quarter 2021, principally due to increased demand from our construction and industrial customers. Additionally, lime and limestone revenues in the first six months 2022 benefitted from increased sales to our oil and gas services customers. Revenues in in the second quarter and first six months 2022 were also favorably impacted by increases in the average selling prices for our lime and limestone products of 4.3% and 3.5%, respectively.

Gross profit was $16.5 million in the second quarter 2022, compared to $16.8 million in the second quarter 2021, a decrease of $0.3 million, or 1.9%. Gross profit from our lime and limestone operations in the second quarter 2022 was $16.0 million, compared to $16.7 million in the second quarter 2021, a decrease of $0.7 million, or 4.2%. The decrease in lime and limestone gross profit in the second quarter 2022, compared to the second quarter 2021, resulted primarily from increased production costs, principally from higher energy, transportation, labor, and supplies costs, partially offset by the increased revenues discussed above.

Gross profit was $30.9 million in the first six months 2022, compared to $28.6 million in the first six months 2021, an increase of $2.3 million, or 8.2%. Gross profit from our lime and limestone operations in the first six months 2022 was $30.2 million, compared to $28.5 million in the first six months 2021, an increase of $1.7 million or 5.8%. The increase in gross profit in the first six months 2022, compared to the first six months 2021, resulted primarily from the increased revenues discussed above, partially offset by increased production costs.

Selling, general and administrative ("SG&A") expenses were $3.8 million in the second quarter 2022, compared to $3.0 million in the second quarter 2021, an increase of $0.9 million, or 30.1%. SG&A expenses were $7.5 million in the first six months 2022, compared to $6.0 million in the first six months 2021, an increase of $1.5 million, or 24.2%. The increases in SG&A expenses in the 2022 periods were primarily due to increased personnel expense and changes in estimates of expected credit losses.

Interest expense was $63 thousand and $126 thousand in the second quarter and first six months 2022, respectively, compared to $62 thousand and $124 thousand in the comparable 2021 periods. We had no outstanding debt during any of the periods. Interest and other income, net was $177 thousand and $237 thousand in the second quarter and first six months 2022, respectively, compared to $91 thousand and $125 thousand in the comparable 2021 periods.

Income tax expense was $2.5 million and $4.7 million in the second quarter and first six months 2022, respectively, compared to $2.8 million and $4.5 million in the comparable 2021 periods. Our effective income tax rate was reduced from the federal rate primarily 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.

Our net income was $10.2 million ($1.80 per share diluted) in the second period 2022, compared to net income of $11.1 million ($1.96 per share diluted) in the second period 2021, a decrease of $0.9 million, or 7.7%. For the first six months 2022, our net income was $18.9 million ($3.33 per share diluted), compared to $18.1 million ($3.20 per share diluted) in the first six months 2021, an increase of $0.8 million, or 4.3%.

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