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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number 000-04197
United States Lime & Minerals, Inc.
(Exact name of Registrant as specified in its charter)
Texas
(State or other jurisdiction of
incorporation or organization)
5429 LBJ Freeway, Suite 230, Dallas, Texas
(Address of principal executive offices)
75-0789226
(I.R.S. Employer
Identification Number)
75240
(Zip code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Registrant’s telephone number, including area code: (972) 991-8400
Title of each class
Common stock, $0.10 par value
Trading Symbol(s)
USLM
Name of each exchange on which registered
The Nasdaq Stock Market LLC
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No X
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No X
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☐
Accelerated filer X
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. X
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X
The aggregate market value of Common Stock held by non-affiliates computed as of the last business day of the Registrant’s quarter ended June 30, 2023:
$434,073,420.
Number of shares of Common Stock outstanding as of February 27, 2024: 5,709,224.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant’s definitive Proxy Statement to be filed for its 2024 Annual Meeting of Shareholders. Part IV
incorporates certain exhibits by reference from the Registrant’s previous filings.
Table of Contents
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
TABLE OF CONTENTS
Part I
Part II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
[RESERVED]
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Part III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
Part IV
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
SIGNATURES
ii
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ITEM 1. BUSINESS.
General.
PART I
United States Lime & Minerals, Inc. (the "Company,” the "Registrant,” "We” or "Our”), which was incorporated in 1950, conducts its
business primarily through its Lime and Limestone Operations segment. The Company’s Other operations relate to its natural gas interests.
The Company’s principal corporate office is located at 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240. The Company’s telephone
number is (972) 991-8400 and its internet address is www.uslm.com. The Company’s annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act”), as well as the Company’s definitive proxy statement filed pursuant to Section 14(a)
of the Exchange Act, are available free of charge on the Company’s website as soon as reasonably practicable after the Company
electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the "SEC”).
Lime and Limestone Operations.
Business and Products. The Company, through its Lime and Limestone Operations, is a manufacturer of lime and limestone
products, supplying primarily the construction (including highway, road, and building contractors), industrial (including paper and glass
manufacturers), metals (including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas
treatment processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry producers) industries. The Company
is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri,
Oklahoma and Texas through its wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed
Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S. Lime Company-Shreveport,
U.S. Lime Company-St. Clair and U.S. Lime Company-Transportation.
The Company produces high-quality limestone from its open-pit quarries and underground mines that it sells as crushed limestone or
processes further to produce several higher-value lime and limestone products, including pulverized limestone ("PLS”), quicklime, hydrated
lime, and lime slurry. PLS (also referred to as ground calcium carbonate) is produced by applying heat to dry the limestone, which is then
ground to granular and finer sizes. Quicklime (calcium oxide) is produced by heating limestone to very high temperatures in kilns in a process
called calcination. Hydrated lime (calcium hydroxide) is produced by reacting quicklime with water in a controlled process. Lime slurry (milk of
lime) is a suspended solution of calcium hydroxide produced by mixing quicklime with water in a lime slaker.
Crushed limestone is used primarily in construction aggregates. PLS is used in the production of construction materials, such as roof
shingles and asphalt paving, as an additive to agriculture feeds, in the production of glass, as an agricultural soil enhancement, in flue gas
treatment for utilities and other industries requiring scrubbing of emissions for environmental purposes and for mine safety dust in coal mining
operations. Quicklime is used primarily in metal processing, in flue gas treatment, in soil stabilization for highway, road, and building
construction, as well as for oilfield roads and drill sites, in the manufacturing of paper products, and in municipal sanitation and water
treatment facilities. Hydrated lime is used primarily in municipal sanitation and water treatment facilities, in soil stabilization for highway, road,
and building construction, in flue gas treatment, in asphalt as an anti-stripping agent, as a conditioning agent for oil and gas drilling mud, and
in the production of chemicals. Lime slurry is used primarily in soil stabilization for highway, road and building construction.
Product Sales. In 2023, the Company sold almost all of its lime and limestone products in the states of Arkansas, Arizona, Colorado,
Illinois, Iowa, Kansas, Louisiana, Mississippi, Missouri, Oklahoma, Tennessee, and Texas. Sales were made primarily by the Company’s ten
sales employees who call on current and potential customers and solicit orders, which are generally made on a purchase-order basis. The
Company also receives orders in response to bids that it prepares and submits to current and potential customers.
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Principal customers for the Company’s lime and limestone products are construction customers (including highway, road, and
building contractors), industrial customers (including paper manufacturers and glass manufacturers), metals producers (including steel
producers), environmental customers (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof
shingle manufacturers, oil and gas services companies, and poultry producers.
Approximately 650 customers accounted for the Company’s sales of lime and limestone products during 2023. No single customer
accounted for more than 10% of such sales. The Company is generally not subject to significant customer demand and credit risks as its
customers are considerably diversified within its geographic region and by industry concentration. However, given the nature of the lime and
limestone industry, the Company’s profits are very sensitive to changes in sales volumes, prices, and costs.
Lime and limestone products are transported by truck and rail to customers generally within a radius of 400 miles of each of the
Company’s plants. All of the Company’s 2023 sales were made within the United States.
Seasonality. The Company’s sales have typically reflected seasonal trends, with the largest percentage of total annual shipments
and revenues normally being realized in the second and third quarters. Lower seasonal demand normally results in reduced shipments and
revenues in the first and fourth quarters. Inclement weather conditions generally have a negative impact on the demand for lime and limestone
products supplied to construction-related customers, as well as on the Company’s open-pit quarrying operations.
Limestone Mineral Resources and Reserves. The Company’s limestone mineral resources and reserves contain at least 96% calcium
carbonate (CaCO3). The Company has four subsidiaries that extract limestone from open-pit quarries: Texas Lime Company ("Texas Lime”),
which operates the Texas Lime Quarry and is located near Cleburne, Texas; Arkansas Lime Company ("Arkansas Lime”), which operates the
Batesville Quarry and is located near Batesville, Arkansas; ACT Holdings, Inc. ("ACT”), which owns the Love Hollow Quarry and is located
near Cushman, Arkansas; and Mill Creek Dolomite, LLC ("Mill Creek”), acquired by the Company in February 2022, which operates the Mill
Creek Quarry and is located near Mill Creek, Oklahoma. U.S. Lime Company-St. Clair ("St. Clair”) extracts limestone from the St. Clair Mine, an
underground mine located near Marble City, Oklahoma. Carthage Crushed Limestone ("Carthage”) extracts limestone from the Carthage Mine,
an underground mine located in Carthage, Missouri. Colorado Lime Company ("Colorado Lime”) owns property containing limestone
deposits at Monarch Pass, Colorado. Existing crushed limestone stockpiles on the property are being used to provide feedstock to the
Company’s plant in Delta, Colorado. Access to all properties is provided by paved roads and, in the case of Arkansas Lime, St. Clair, Carthage,
and Mill Creek, also by rail.
The following table shows annual mined tons of limestone (in thousands) at the Company’s mining properties for the years ended
December 31, 2023, 2022, and 2021:
Mine/Location
Texas Lime Quarry
Batesville Quarry
Love Hollow Quarry
St. Clair Mine
Carthage Mine
Mill Creek Quarry(1)
Total Production
Tons Mined
(in thousands of tons)
2022
2021
2023
1,575
785
266
477
625
169
3,897
1,610
1,017
57
533
645
162
4,024
1,421
898
-
414
687
N/A
3,420
(1) The Company acquired Mill Creek in February 2022. Tons mined only include production subsequent to the acquisition.
The Company engaged SYB Group, LLC ("SYB”) to serve as the Qualified Person ("QP”) to prepare estimates of the Company’s
limestone mineral resources and reserves, as of December 31, 2021, at its quarries and mines at Texas Lime, Batesville, Love Hollow, and St.
Clair (collectively, the "Material Properties”) and provide Technical Report
2
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Summaries ("TRSs”) to file as Exhibits 96.1-96.4 to its Report on its Form 10-K for the year ended December 31, 2021. The QP was not retained
to prepare estimates at Carthage, Mill Creek, or Colorado because the Company had not completed a drilling program sufficient to enable the
QP to prepare estimates of the limestone mineral resources and reserves at those properties.
During 2023, the Company engaged SYB to update its TRSs for the Material Properties as of December 31, 2023, primarily to update
economic assumptions, including costs and recovery rates, and extend the point of reference to include the respective crushing circuits at
each site. The Company has not conducted a drilling program on any of the Material Properties subsequent to the effective date of the 2021
TRSs. Updated resources and reserves have been calculated using a $12.70 per ton price assumption for crushed limestone based on the U.S.
Geological Survey Mineral Commodity Summaries 2023. Updates to the TRSs did not have a material effect on any of the Company’s mineral
resources or reserves.
Summaries of the Company’s total limestone mineral resources and reserves for all Material Properties as of December 31, 2023 and
2022 are shown below. The terms Mineral Resource, Measured Resources, Indicated Resources, Mineral Reserves, Proven Reserves, and
Probable Reserves are defined in accordance with SEC Regulation S-K subpart 229.1300 governing disclosures by registrants engaged in
mining operations. Limestone mineral resources are presented exclusive of limestone mineral reserves. Limestone mineral resources as of
December 31, 2022, have been recast from the prior year presentation to present as exclusive of limestone mineral reserves in order to conform
to the current year presentation.
Summary of Total Limestone Mineral Resources - Exclusive of Mineral Reserves - as of December 31, 2023, Based on $12.70 per Ton
(in thousands of tons)
Measured
Resources (tons)
18,193
Cutoff Grade
Above 96.0%
(CaCO3)
Indicated
Resources (tons)
137,986
Cutoff Grade
Above 96.0%
(CaCO3)
Measured + Indicated
Resources (tons)
156,179
Cutoff Grade
Above 96.0% (CaCO3)
Summary of Total Limestone Mineral Resources - Exclusive of Mineral Reserves - as of December 31, 2022, Based on $12.70 per Ton
(in thousands of tons)
Measured
Resources (tons)
18,193
Cutoff Grade
Above 96.0%
(CaCO3)
Indicated
Resources (tons)
137,986
Cutoff Grade
Above 96.0%
(CaCO3)
Measured + Indicated
Resources (tons)
156,179
Cutoff Grade
Above 96.0% (CaCO3)
Summary of Total Limestone Mineral Reserves as of December 31, 2023, Based on $12.70 per Ton
(in thousands of tons)
Proven Reserves
(tons)
157,863
Cutoff Grade
Above 96.0%
(CaCO3)
Probable Reserves
(tons)
72,037
Cutoff Grade
Above 96.0%
(CaCO3)
Total Mineral Reserves
(tons)
229,900
Cutoff Grade
Above 96.0% (CaCO3)
Summary of Total Limestone Mineral Reserves as of December 31, 2022, Based on $12.70 per Ton
(in thousands of tons)
Proven Reserves
(tons)
161,071
Cutoff Grade
Above 96.0%
(CaCO3)
Probable Reserves
(tons)
72,037
Cutoff Grade
Above 96.0%
(CaCO3)
Total Mineral Reserves
(tons)
233,108
Cutoff Grade
Above 96.0% (CaCO3)
Set forth below is a description of each of the Company’s limestone mining properties. The Company considers the four mining
properties associated with Texas Lime, Batesville, Love Hollow, and St. Clair to be material for purposes of application of SEC Regulation S-K
subpart 229.1300. Included in the description of each of these four Material Properties are disclosures with respect to such property’s
limestone mineral resources and reserves. For additional information with respect to the Material Properties, see the TRSs prepared by SYB,
updated as of December 31, 2023, in Exhibits 96.1-96.4 to this Report on Form 10-K.
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Texas Lime owns the Texas Lime Quarry and has crushed limestone, PLS, quicklime, and hydrated lime production facilities, located
on approximately 5,200 acres of land in Johnson County, Texas that contains known high-quality limestone mineral resources in a bed
averaging 25 to 35 feet in thickness. As of December 31, 2023, the total net book value of the Texas Lime Quarry was $13.8 million. As of
December 31, 2023, the Texas Lime Quarry had 60.0 million tons of proven limestone mineral reserves and 47.5 million tons of probable
limestone mineral reserves. Based on the current level of production and recovery rates, the Company estimates that these reserves are
sufficient to sustain its limestone operations for approximately 65 years.
The following is a map of the Texas Lime Quarry location:
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The tables below summarize the limestone mineral resources and reserves at the Texas Lime Quarry as of December 31, 2023 and 2022:
Texas Lime Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
Resource Category
Measured Mineral
Resources
Indicated Mineral
Resources
Total Measured +
Indicated Resources
as of December 31, 2023
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
-
-
-
96.0(CaCO3)
-
96.0(CaCO3)
N/A
N/A
N/A
-
-
-
-
96.0(CaCO3)
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
Processing Recovery
Texas Lime Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2023
as of December 31, 2022
Resource Category
Proven Reserves
Probable Reserves
Total Mineral Reserves
Reserves (tons) Cutoff Grade Mining Recovery
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
59,989
47,532
107,521
95%
95%
95%
Reserves (tons)
61,564
47,532
109,096
Cutoff Grade
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
Arkansas Lime owns the Batesville Quarry and has crushed limestone, PLS, quicklime, and hydrated lime production facilities, located
on approximately 1,260 acres of land located in Independence County, Arkansas that contains known high-quality limestone mineral resources
in a bed averaging 60 feet in thickness. As of December 31, 2023, the Batesville Quarry had a net book value of $4.1 million. As of December
31, 2023, the Batesville Quarry had 8.2 million tons of indicated limestone mineral resources, 7.4 million tons of proven limestone mineral
reserves, and 3.5 million tons of probable limestone mineral reserves. Based on forecasted production levels and recovery rates, the Company
estimates that these reserves are sufficient to sustain its limestone operations for approximately 20 years.
5
N/A
N/A
N/A
Mining
Recovery
95%
95%
95%
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The following is a map of the Batesville Quarry location:
The tables below summarize the limestone mineral resources and reserves at the Batesville Quarry as of December 31, 2023 and 2022:
Batesville Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
Resource Category
Measured Mineral
Resources
Indicated Mineral
Resources
Total Measured +
Indicated Resources
as of December 31, 2023
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
-
8,239
8,239
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
-
8,239
8,239
N/A
N/A
N/A
6
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
Processing Recovery
96.0(CaCO3)
96.0(CaCO3)
N/A
N/A
N/A
Table of Contents
Batesville Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2023
Reserves (tons) Cutoff Grade Mining Recovery(1)
Resource Category
Proven Reserves
Probable Reserves
Total Mineral Reserves
(1) Mining recovery is listed as open-pit/underground recovery.
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
7,407
3,458
10,865
82%/75%
82%/75%
82%/75%
Reserves (tons)
8,192
3,458
11,650
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
Mining Recovery(1)
82%/75%
82%/75%
82%/75%
In 2005, the Company acquired the Love Hollow Quarry, which is owned by ACT and associated with Arkansas Lime, located on
approximately 2,500 acres of land in Izard County, Arkansas. In 2022, the Company improved and developed the transportation infrastructure
between the Love Hollow Quarry and Arkansas Lime’s production facilities, incurred other development costs to prepare the Love Hollow
Quarry for mining, and began sourcing a portion of the Arkansas Lime plant’s limestone requirements from the Love Hollow Quarry. As of
December 31, 2023, the Love Hollow Quarry had a net book value of $4.9 million. As of December 31, 2023, the Love Hollow Quarry had 10.4
million tons of measured limestone mineral resources, 68.2 million tons of proven limestone mineral reserves, and 21.0 million tons of probable
limestone mineral reserves. Based on forecasted production levels and recovery rates, the Company estimates that these reserves are
sufficient to sustain its limestone operations for approximately 80 years
The following is a map of the Love Hollow Quarry:
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The tables below summarize the limestone mineral resources and reserves at the Love Hollow Quarry as of December 31, 2023 and
2022:
Love Hollow Quarry - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
Resource Category
Measured Mineral
Resources
Indicated Mineral
Resources
Total Measured +
Indicated Resources
as of December 31, 2023
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
10,392
96.0(CaCO3)
-
-
10,392
96.0(CaCO3)
N/A
N/A
N/A
10,392
-
10,392
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
Processing Recovery
-
96.0(CaCO3)
N/A
N/A
N/A
Love Hollow Quarry - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2023
Reserves (tons) Cutoff Grade Mining Recovery(1)
Resource Category
Proven Reserves
Probable Reserves
Total Mineral Reserves
(1) Mining recovery is listed as open-pit/underground recovery
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
68,176
21,047
89,223
95%/75%
95%/75%
95%/75%
Reserves (tons)
68,442
21,047
89,489
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
Mining Recovery(1)
95%/75%
95%/75%
95%/75%
St. Clair operates the St. Clair Mine and has crushed limestone, PLS, quicklime, and hydrated lime production facilities located on
approximately 1,400 acres that it owns in Sequoyah County, Oklahoma containing high-quality limestone resources and also has long-term
mineral leases that provide the right to mine high-quality limestone resources contained in approximately 1,340 adjacent acres. As of
December 31, 2023, the St. Clair Mine had a net book value of $7.6 million. As of December 31, 2023, the St. Clair Mine had 7.8 million tons of
measured limestone mineral resources, 129.7 million tons of indicated limestone mineral resources, and 22.3 million tons of proven limestone
mineral reserves. Based on the current levels of production and recovery rates, the Company estimates that these reserves are sufficient to
sustain its limestone operations for approximately 50 years.
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The following is a map of the St. Clair Mine:
The tables below summarize the limestone mineral resources and reserves at the St. Clair Mine as of December 31, 2023 and 2022:
St. Clair Mine - Summary of Limestone Mineral Resources - Exclusive of Mineral Reserves
(in thousands of tons)
as of December 31, 2023
Resource Category
Measured Mineral
Resources
Indicated Mineral
Resources
Total Measured +
Indicated Resources
Resources (tons) Cutoff Grade Processing Recovery
Resources (tons)
7,801
96.0(CaCO3)
129,747
96.0(CaCO3)
137,548
96.0(CaCO3)
7,801
129,747
137,548
N/A
N/A
N/A
9
as of December 31, 2022
Cutoff Grade
96.0(CaCO3)
Processing Recovery
96.0(CaCO3)
96.0(CaCO3)
N/A
N/A
N/A
Table of Contents
Resource Category
Proven Reserves
Probable Reserves
Total Mineral Reserves
St. Clair Mine - Summary of Limestone Mineral Reserves
(in thousands of tons)
as of December 31, 2023
Reserves (tons) Cutoff Grade Mining Recovery
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
22,291
-
22,291
81%
81%
81%
as of December 31, 2022
Reserves (tons)
22,873
-
22,873
Cutoff Grade
96.0(CaCO3)
96.0(CaCO3)
96.0(CaCO3)
Mining Recovery
81%
81%
81%
Carthage operates the Carthage Mine and has crushed limestone production facilities located on approximately 800 acres that it owns
containing high-quality limestone. In addition, Carthage has the right to mine the high-quality limestone contained in approximately 760
adjacent acres pursuant to long-term mineral leases.
Mill Creek operates the Mill Creek Quarry and production facilities located on approximately 570 acres that it owns where it mines and
processes crushed dolomitic limestone.
Colorado Lime acquired the Monarch Pass Quarry in November 1995 and has not carried out any mining on the property. The
Monarch Pass Quarry, which had been operated for many years until the early 1990s, contains a mixture of limestone types, including high-
quality calcium limestone.
Internal Controls Over Limestone Mineral Resources and Reserves Estimates. Internal control procedures followed by the
Company’s Quality Control/Quality Assurance Laboratories ("QC/QA Lab”) and its contract geologists when assessing properties for
limestone mineral resources and reserves estimates are clearly defined. Core drilling is conducted under the direct supervision of the
geologists, and all core data is logged using a standard protocol. The geologists are responsible for examining the core and compiling an
interval list for X-Ray Florescence ("XRF”) analysis. Splits of cores are bagged and labeled with the depth interval to be analyzed, with the
remaining split boxed and stored for reference. Bagged intervals are submitted to the Company’s certified QC/QA Lab for XRF analysis, with
any samples not destroyed by the testing process retained at the Company’s core storage facility. On an ongoing basis, the QC/QA Lab
analyzes production samples for cutoff grade consistency with expectations used in the estimates for limestone mineral resources and
reserves.
When classifying limestone mineral resources and reserves, the Company’s contract geologists apply a fixed cutoff grade and set
parameters of geologic confidence to classify the respective resources and reserves. Company management reviews the geologists’
assessments for reasonableness.
Quarrying and Mining. The Company extracts limestone by the open-pit method at its Texas, Batesville, Love Hollow, and Mill
Creek Quarries. The Monarch Pass Quarry is also an open-pit quarry but is not being mined at this time. The open-pit method consists of
removing any overburden comprising soil and other substances, including inferior limestone, and then extracting the exposed high-quality
limestone. The Company removes such overburden by utilizing both its own employees and equipment and those of outside contractors.
Open-pit mining is generally less expensive than underground mining. The principal disadvantage of the open-pit method is that operations
are subject to inclement weather and overburden removal. The limestone is extracted by drilling and blasting, utilizing standard mining
equipment. At the St. Clair and Carthage mines, the Company mines limestone underground using room and pillar mining. The Company has
no knowledge of any recent changes in the physical quarrying or mining conditions on any of our properties that have materially affected
quarrying or mining operations.
Plants and Facilities. After extraction, the limestone is further crushed and screened to produce crushed limestone, and, in the case
of PLS, ground and dried, or, in the case of quicklime, processed in kilns. Quicklime may then be further processed in hydrators and slakers to
produce hydrated lime and lime slurry. The Company produces and distributes crushed limestone, PLS, and quicklime products at five plants,
six lime slurry facilities, and three terminal facilities. All of its plants and facilities are accessible by paved roads, and, in the case of the
Arkansas Lime, St. Clair and Carthage plants, the Love Hollow Quarry, and the terminal facilities, also by rail.
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In addition to the Company’s production of crushed limestone at each of its plants, the following Company plants produce additional
lime and limestone products:
The Texas Lime plant has an annual capacity of approximately 470 thousand tons of quicklime from two preheater rotary kilns. The
plant also has PLS equipment, which, depending on the product mix, has the capacity to produce approximately 800 thousand tons of PLS
annually.
The Arkansas Lime plant is situated at the Batesville Quarry. Utilizing three preheater rotary kilns, this plant has an annual capacity
of approximately 650 thousand tons of quicklime. The Arkansas Lime plant is approximately 21 miles from the Love Hollow Quarry, to which it
is connected by railroad. Arkansas Lime’s PLS and hydrating facilities are situated on a tract of 290 acres located approximately two miles
from the Batesville Quarry, to which it is connected by a Company-owned railroad. The PLS equipment, depending on the product mix, has the
capacity to produce approximately 300 thousand tons of PLS annually.
The St. Clair plant has an annual capacity of approximately 250 thousand tons of quicklime from one vertical kiln and one preheater
rotary kiln. The plant also has PLS equipment, which has the capacity to produce approximately 150 thousand tons of PLS annually.
The Carthage plant has facilities located next to the Carthage Mine that produce both crushed limestone and PLS. The equipment
has the capacity to produce approximately 900 thousand tons annually.
The Mill Creek plant has facilities located next to the Mill Creek Quarry that produce dolomitic PLS products. The equipment has the
capacity to produce approximately 300 thousand tons annually.
The Company also maintains lime hydrating and bagging equipment at the Texas, Arkansas, and St. Clair plants. Storage facilities for
lime and limestone products at each plant consist primarily of cylindrical tanks, which are considered by the Company to be adequate to
protect its lime and limestone products and to provide an available supply for customers’ needs at the expected volumes of shipments.
Equipment is maintained at each plant to load trucks and, at the Arkansas Lime, St. Clair, and Mill Creek plants, to load railroad cars.
Colorado Lime operates a limestone grinding and bagging facility with an annual capacity of approximately 125 thousand tons,
located on approximately three and one-half acres of land in Delta, Colorado.
During 2023, the Company’s utilization rate was approximately 66% of its total annual production capacity for the plants in its Lime
and Limestone Operations.
U.S. Lime Company ("US Lime”) uses quicklime to produce lime slurry, and has four Houston area facilities, including two
distribution terminals connected to railroads, to serve the Greater Houston area construction market and four facilities to serve the Dallas-Ft.
Worth Metroplex. The Company established U.S. Lime Company-Transportation to deliver some of the Company’s products to its customers
and facilities primarily in Texas.
U.S. Lime Company - Shreveport operates a distribution terminal in Shreveport, Louisiana, which is connected to a railroad, to
provide lime storage, hydrating, slurrying, and distribution capacity to service markets in Louisiana and East Texas.
The Company believes that its plants and facilities are adequately maintained and insured.
Human Capital Resources. The Company is committed to attracting and retaining the best and brightest talent to meet the current
and future needs of its business. Attracting, retaining, motivating, and investing in the development of human capital resources is a critical
part of the Company’s commitment to environmental, social, and governance ("ESG”) and sustainability issues.
At December 31, 2023, the Company employed 333 persons, 111 of whom were represented by unions. The Company is a party to
three collective bargaining agreements. The collective bargaining agreement for the Texas facilities expires in November 2026. The collective
bargaining agreement for the Carthage facilities expires in May 2025. The Company successfully negotiated a new collective bargaining
agreement for the Arkansas facilities in
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February 2024, which has been ratified by the union. The agreement for the Arkansas facilities expires in January 2029. Overall, the Company
believes that its employee relations are generally good.
Employee Retention and Incentivization. The Company has entered into an employment agreement with Timothy W. Byrne, its
President and Chief Executive Officer. Mr. Byrne’s employment agreement became effective as of January 1, 2020 for a five-year term and will
continue for successive one-year periods unless the Company or Mr. Byrne gives at least one-year’s prior written notice of intent not to
renew. Under the employment agreement, in addition to the possibility of a discretionary cash bonus, Mr. Byrne is entitled each year to an
EBITDA cash bonus opportunity under the United States Lime & Minerals, Inc. Amended and Restated 2001 Long-Term Incentive Plan (the
"Plan”), and he is also entitled to grants of equity awards under the Plan.
Mr. Byrne’s employment agreement provides that Mr. Byrne is subject to certain forfeiture/clawback and share ownership provisions
designed to align Mr. Byrne’s financial interests with those of the Company’s long-term shareholders, and to ensure that he is incentivized
not to take actions that may benefit the Company and its shareholders in the short-term at the expense of long-term corporate value creation
and sustainability. In particular, in entering into the employment agreement with Mr. Byrne, the Company’s Board of Directors and
Compensation Committee were sensitive to how Mr. Byrne’s leadership and actions could further the Company’s various objectives,
including human capital resources development and executive succession planning.
With respect to the Company’s broader employee base, certain employees are eligible to receive annual cash bonuses based on
discretionary determinations. Except in the case of Mr. Byrne, the Company has not adopted a formal or informal annual bonus arrangement
with pre-set performance goals. Rather, the determination to pay a cash bonus, if any, is made in December each year based on the past
performance of the individual and the Company or on the attainment of non-quantified performance goals during the year. In either such case,
the discretionary bonus may be based on the specific accomplishments of the individual and/or on the overall performance of the Company.
The amounts of the discretionary bonuses for 2023 were based on each employee’s individual performance and accomplishments, as well as
those of the Company, including productivity, sales, controlling costs, and contributions made to special projects.
In addition to cash bonuses, the Company makes equity awards to certain individuals under the Plan. The Company uses equity
awards granted under the Plan as a means to attract, retain, and motivate the Company’s directors, officers, employees, and consultants. The
Company views the use of equity awards under the Plan as an important means of aligning the interests of its employees with those of its
shareholders.
Employee Health and Safety. The Company believes that it is responsible to its employees to provide a safe and healthy workplace
environment. The Company seeks to accomplish this by: training employees in safe work practices; openly communicating with employees;
following safety standards and establishing and improving safe work practices; involving employees in safety processes; and recording,
reporting, and investigating accidents, incidents, and losses to avoid reoccurrence.
Employee Development and Training. The Company encourages and supports the growth and development of its employees. It
advances continual learning and career development through ongoing performance and development conversations or evaluations with
employees and internally and externally developed training programs. The Company also provides reimbursement for certain educational
programs relating to the Company’s business.
Employee Diversity and Inclusion. The Company is committed to fostering a work environment that values and promotes diversity
and inclusion. This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and
services, without regard to a person’s gender, nationality, race, and ethnicity. The Company is focused on the development and fair treatment
of its employees, including equal employment hiring practices and policies, anti-harassment, and anti-retaliation policies. The Company is
continuing to invest in efforts to create a more diverse and inclusive workforce and workplace environment.
Competition. The lime industry is highly regionalized and competitive, with price, quality, ability to meet customer demands and
specifications, proximity to customers, personal relationships, and timeliness of deliveries being the prime competitive factors. The Company’s
competitors are predominantly private companies.
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The lime industry is characterized by high barriers to entry, including: the scarcity of high-quality limestone deposits on which the
required zoning and permitting for extraction can be obtained; the need for lime plants and facilities to be located close to markets, paved
roads, and railroad networks to enable cost-effective production and distribution; clean air and anti-pollution regulations, including those
related to greenhouse gas emissions, which make it more difficult to obtain permitting for new sources of emissions, such as lime kilns; and the
high capital cost of the plants and facilities. These considerations reinforce the premium value of operations having permitted, long-term, high-
quality limestone resources and good locations and transportation relative to markets.
Lime producers tend to be concentrated on known high-quality limestone formations where competition takes place principally on a
regional basis. While the steel industry and environmental-related users are the largest market sectors, the lime industry also counts chemical
users and other industrial users, including paper manufacturers, oil and gas services and highway, road and building contractors, among its
major customers.
In recent years, the lime industry has experienced reduced demand from certain industries as they experience cyclical or secular
downturns. For example, demand from the Company’s steel and oil and gas services customers tends to vary with the demand for their
products and services, which has continued to be cyclical. In addition, utility plants are continuing to use more natural gas and renewable
sources for power generation instead of coal, with the permitting of new coal-fired utility plants becoming extremely difficult, which reduces
their demand for lime and limestone for flue gas treatment processes. These reductions in demand have resulted in increased competitive
pressures, including pricing and competition for certain customer accounts, in the industry.
Consolidation in the lime industry has left the three largest companies accounting for more than two-thirds of North American
production capacity. In addition to the consolidations, and often in conjunction with them, many lime producers have undergone
modernization and expansion and development projects to upgrade their processing equipment in an effort to improve operating efficiency.
The Company believes that its modernization and expansion projects in Texas, Arkansas, and Oklahoma and its recent acquisitions, along with
its lime slurry operations in Texas, should allow it to continue to remain competitive, protect its markets and position itself for the future. In
addition, the Company will continue to evaluate internal and external opportunities for expansion, growth and increased profitability, as
conditions warrant, or opportunities arise. The Company may have to revise its strategy or otherwise consider ways to enhance the value of
the Company, including by entering into strategic partnerships, mergers or other transactions.
Compliance with Government Regulations. The Company is subject to various federal, state, and local laws and regulations that
may materially impact the Company’s financial condition, results of operations, cash flows and competitive position. These include laws and
regulations relating to the environment, zoning and land use, mine permitting and operations, mine safety, and reclamation and remediation.
Environmental Laws. The Company owns or controls large areas of land on which it operates limestone quarries, two underground
mines, lime plants, and other facilities with inherent environmental responsibilities, compliance costs, and liabilities. These include
maintenance and operating costs for pollution control equipment, the cost of ongoing monitoring and reporting programs, the cost of
reclamation efforts, and other similar environmental costs and liabilities.
The Company’s operations are subject to various federal, state, and local laws and regulations relating to the environment, health
and safety, and other regulatory matters, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, and analogous state and local laws ("Environmental Laws”).
These Environmental Laws grant the United States Environmental Protection Agency (the "EPA”) and state governmental agencies the
authority to promulgate and enforce regulations that could result in substantial expenditures on pollution control, waste management,
permitting compliance activities, and mining reclamation. Many Environmental Laws also authorize private citizens and interest groups to file
lawsuits in court to enforce alleged violations. Changes in policy or political leadership may affect how Environmental Laws are interpreted or
enforced by the EPA and state governmental agencies. The failure to comply with Environmental Laws may result in administrative and civil
penalties, injunctive relief, and criminal prosecution. The Company has not been named as a potentially responsible party in any federal
superfund cleanup site or state-led cleanup site.
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The rate of change of Environmental Laws continues to be rapid, and compliance can require significant expenditures. Permits and
other authorizations under Environmental Laws are required for the Company’s operations, and such permits are subject to modification
during the permit renewal process and, in very rare instances, could be revoked.
The Clean Air Act and analogous state laws require the Company to obtain authorization to construct or modify existing facilities,
and its lime plants are subject to operating permits that have significant ongoing compliance costs. Over time, the EPA has increased the
stringency of the National Ambient Air Quality Standards ("NAAQS”), which are used to establish air emission permitting limits under the
Clean Air Act. The EPA has lowered ozone standards and reclassified areas where State Implementation Plans (the "SIPs”) exist. In 2015, the
EPA issued a rule establishing the ground-level ozone NAAQS at 70 parts per billion. The EPA has proposed redesignating the Dallas-Fort
Worth nonattainment area, which includes the Texas Lime facility, as severe under the 2008 standard 8-hour ozone classifications. The EPA
has also published a finding that Texas, among 11 other states, failed to submit required SIP revisions and has given Texas until May 2025 to
submit a complete SIP. Texas is in the process of developing regulations in response to the redesignations to reduce emissions of nitrogen
oxides and volatile organic compounds, which will likely involve more stringent permitting requirements for stationary sources.
In February 2024, the EPA issued a final rule reducing the NAAQS for fine particulate matter. This regulation will significantly
increase nonattainment areas across the United States, potentially including areas where the Company operates. States with delegated
permitting authority under the Clean Air Act will be required to revise their SIPs accordingly.
In January 2023, under Section 112 of the Clean Air Act, the EPA proposed amendments to the National Emission Standards for
Hazardous Air Pollutants ("NESHAPs”) for lime plants, which would revise the standards required to meet the maximum achievable control
technology ("MACT”) at major sources of hazardous air pollutants within the lime industry. The proposed MACT rule would establish
stringent emission limitations for four hazardous air pollutants which will require additional pollution control equipment at lime kilns subject to
the rule. While the proposed rule has not been finalized, it is uncertain what limits the EPA will ultimately impose on the lime industry and
what emission controls may be required by the final MACT rule. It is likely, however, that the final rule will incorporate more stringent
standards than existing standards, which could require additional expenditures for designing, constructing, operating, and maintaining
pollution control equipment necessary for compliance.
EPA regulations require large emitters of greenhouse gases, including the Company’s plants, to collect and report greenhouse gas
emissions data. The EPA has previously indicated that it will use the data collected through the greenhouse gas reporting rules to decide
whether to promulgate future greenhouse gas emission limits. The EPA and delegated states also regulate greenhouse gas emissions under
the New Source Review permitting and Federal Operating Permit programs for facilities that are otherwise subject to permitting based on their
emissions of conventional, non-greenhouse gas pollutants. Thus, any new facilities or major modifications to existing facilities that exceed the
federal New Source Review emission thresholds for conventional pollutants may be required to use "best available control technology” and
energy efficiency measures to minimize greenhouse gas emissions.
Although the timing and impact of climate change legislation and of regulations limiting greenhouse gas emissions are uncertain, the
consequences of such legislation and regulation are potentially significant for the Company because the production of CO2 is inherent in the
manufacture of lime through the calcination of limestone and combustion of fossil fuels. In February 2021, the current Administration rejoined
the Paris Agreement. The Agreement commits the United States to reduce greenhouse gas emissions by 26 to 28 percent below 2005 levels by
2025. Future regulation related to the Paris Agreement or other greenhouse gas rulemakings could affect New Source Review permitting or
other permitting programs and, thereby, increase the time and costs of plant upgrades and expansions. The passage of climate change
legislation, and other regulatory initiatives by the Congress, the states, or the EPA that restrict or tax emissions of greenhouse gases, could
adversely affect the Company. There is no assurance that changes in the law or regulations will not be adopted, such as the imposition of
greenhouse gas emission limits, a carbon tax, a cap-and-trade program requiring the Company to purchase carbon credits, or other measures
that would require reductions in emissions or changes to raw materials, fuel use, or production rates. Such changes, if adopted, could have a
material adverse effect on the Company’s financial condition, results of operations, cash flows, and competitive position.
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These and similar rulemakings could increase the cost of future plant modifications or expansions, may make it difficult or impossible
to obtain new authorizations and permits for new facilities, may require the Company to purchase emissions offsets as a condition of new
authorizations and permits, and may increase compliance costs and have a material adverse effect on the Company’s financial condition,
results of operations, cash flows, and competitive position.
In addition to regulation, several court cases have been filed and decisions issued that may increase the risk of claims being filed by
third parties against companies for their greenhouse gas emissions. Such cases may seek to challenge air permits, to force reductions in
greenhouse gas emissions, or to recover damages for alleged climate change impacts.
The Company also holds permits for process water and storm water discharges and must comply with the Clean Water Act and
analogous state laws and regulations. Any failure to comply with these permits could result in fines or other penalties. Material changes to
the terms of these permits or changes to regulations affecting water discharges in the future could also increase compliance costs.
The manufacturing of quicklime and hydrated lime requires significant volumes of water. The Company operates multiple
groundwater wells to provide water to its plants. Groundwater pumping is subject to increased regulation, and in some areas the Company is
required to obtain permits from groundwater conservation districts to pump groundwater. Any failure to comply with these permits could
result in fines or other penalties, and future changes that restrict the quantities of groundwater that may be pumped may increase compliance
costs.
The Company incurred capital expenditures related to environmental matters of $1.5 million, $0.8 million, and $0.5 million in 2023, 2022,
and 2021, respectively. The Company’s recurring costs associated with managing environmental permitting and waste recycling and disposal
(e.g., used oil and lubricants) and maintaining pollution control equipment amounted to $0.9 million, $0.4 million, and $0.7 million in 2023, 2022,
and 2021, respectively.
Mine Safety. The Company’s mining operations are also subject to regulation under the Federal Mine Safety and Health Act of 1977
(the "Mine Act”). The Mine Act has been construed as authorizing the Mine Safety and Health Administration ("MSHA”) to issue citations
and orders pursuant to the legal doctrine of strict liability, or liability without fault. If, in the opinion of an MSHA inspector, a condition that
violates the Mine Act or regulations promulgated pursuant to it exists, then a citation or order will be issued regardless of whether the
operator had any knowledge of, or fault in, the existence of that condition. Many of the Mine Act standards include one or more subjective
elements, so that issuance of a citation or order often depends on the opinions or experience of the MSHA inspector involved and the
frequency and severity of citations and orders will vary from inspector to inspector.
Whenever MSHA believes that a violation of the Mine Act, any health or safety standard, or any regulation has occurred, it may
issue a citation or order which describes the violation and fixes a time within which the operator must abate the violation. In some situations,
such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order requiring cessation of operations, or
removal of miners from the area of the mine, affected by the condition until the hazards are corrected. Whenever MSHA issues a citation or
order, it has authority to propose a civil penalty or fine, as a result of the violation, that the operator is ordered to pay.
Citations and orders can be contested before the Federal Mine Safety and Health Review Commission (the "Commission”), and as
part of that process, are often reduced in severity and amount, and are sometimes vacated. The Commission is an independent adjudicative
agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among
other questions, challenges by operators to citations, orders, and penalties that they have received from MSHA, or complaints of
discrimination by miners under section 105 of the Mine Act.
For further information, see Exhibit 95.1 to this Report on Form 10-K.
Reclamation and Remediation. The Company recognizes legal reclamation and remediation obligations associated with the
retirement of long-lived assets at their fair value at the time the obligations are incurred ("Asset Retirement Obligations” or "AROs”). Some of
the states the Company operates in have reclamation regulations to properly reclaim surface mines. These regulations require permitting with
the respective state to ensure reclamation
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obligations are met. Over time, the liability for AROs is recorded at its present value each period through accretion expense, and the
capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, the Company either settles the ARO for its
recorded amount or recognizes a gain or loss. AROs are estimated based on studies and the Company’s process knowledge and estimates and
are discounted using an appropriate interest rate. The AROs are adjusted when further information warrants an adjustment. The Company
believes its accrual of $1.5 million for AROs at December 31, 2023 is reasonable.
Map of United States Lime & Minerals, Inc. Lime and Limestone Operations.
Other.
The Company’s Other operations, consisting of its natural gas interests, are conducted through its wholly owned subsidiary, U.S.
Lime Company – O&G, LLC ("U.S. Lime – O&G”) and consist principally of a lease with respect to oil and gas rights on the Johnson County,
Texas property, located in the Barnett Shale Formation. Pursuant to the lease, U.S. Lime – O&G has royalty interests ranging from 15.4% to
20% in oil and gas produced from any successful wells drilled on the leased property and an option to participate in any well drilled on the
leased property as a 20% non-operated working interest owner. At December 31, 2023, the overall average interest under the oil and gas rights
lease was 34.7% on 33 producing wells.
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U.S. Lime – O&G has also entered into a drillsite agreement with an operator that has an oil and gas lease covering approximately 538
acres of land contiguous to our Johnson County, Texas property. Pursuant to the drillsite agreement, U.S. Lime – O&G has a 3% royalty
interest and a 12.5% non-operated working interest. At December 31, 2023, U.S. Lime – O&G had a combined 12.4% royalty and non-operated
working interest on 6 active wells drilled on a padsite located on the Johnson County, Texas property.
No new wells have been completed since 2011, and there are no plans to drill additional wells under either the oil and gas lease or the
drillsite agreement. The carrying values of the long-lived assets related to the Company’s natural gas interests were $0.4 million as of
December 31, 2023.
ITEM 1A. RISK FACTORS.
Industry Risks
Our Lime and Limestone Operations are affected by general economic conditions in the United States and specific economic
conditions in particular industries.
General and industry specific economic conditions in the United States could lead to reduced demand for our lime and limestone
products. Specifically, demand from our utility customers has decreased due to the continuing trend in the United States to retire coal-fired
utility plants. Our construction, steel, and oil and gas services customers reduce their purchase volumes, at times, due to cyclical economic
conditions in their industries. Any overall reduction in demand for lime and limestone products could result in increased competitive
pressures, including pricing pressure and competition for certain customer accounts, from other lime producers.
For us to maintain or increase our profitability, we must maintain or increase our revenues and improve cash flows, manage our
capital expenditures, and control our operational and selling, general and administrative expenses. If we are unable to maintain our revenues
and control our costs in these uncertain economic and regulatory times, our financial condition, results of operations, cash flows, and
competitive position could be materially adversely affected.
Our mining and other operations are subject to operating risks that are beyond our control, which could result in materially
increased operating expenses and decreased production and shipment levels that could materially adversely affect our Lime and
Limestone Operations and their profitability.
We mine limestone in open-pit and underground mining operations and process and distribute that limestone through our plants and
other facilities. Certain factors beyond our control could disrupt our operations, adversely affect production and shipments, and increase our
operating costs, all of which could have a material adverse effect on our results of operations. These include geological formation problems
that may cause poor mining conditions, variability of chemical or physical properties of our limestone, an accident or other major incident at a
site that may cause all or part of our operations to cease for some period of time and increase our expenses, mining, processing, and plant
equipment failures and unexpected maintenance problems that may cause disruptions and added expenses, strikes, job actions, or other work
stoppages that may disrupt our operations or those of our suppliers, contractors, or customers and increase our expenses, and adverse
weather conditions and natural disasters, such as hurricanes, tornadoes, excessive rains, flooding, ice storms, freezing weather, drought, and
other natural events, that may affect operations, transportation, fuel supply, or customers.
If any of these conditions or events occurs, our operations may be disrupted, we could experience a delay or halt of production or
shipments, our operating costs could increase significantly, and we could be exposed to fines, penalties, assessments, and other liabilities. If
our insurance coverage is limited or excludes a given condition or event, we may not be able to recover in full the losses that we may incur as a
result of such conditions or events, some of which may be substantial.
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The lime and limestone industry is highly regionalized and competitive.
Our competitors are predominately large private companies. The primary competitive factors in the lime industry are price, quality,
ability to meet customer demands and specifications, proximity to customers, personal relationships, and timeliness of deliveries, with varying
emphasis on these factors depending upon the specific product application. To the extent that one or more of our competitors becomes more
successful with respect to any key competitive factor, we may find it difficult to increase or maintain our prices or to retain certain customer
accounts, and our financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.
Business and Financial Risks
In the normal course of our Lime and Limestone Operations, we face various business and financial risks, including increased
energy, labor, and parts and supplies costs, that could have a material adverse effect on our financial position, results of operations, cash
flows, and competitive position. Not all risks are foreseeable or within our ability to control.
These risks arise from various factors, including, but not limited to, fluctuating demand and prices for our lime and limestone
products, including as a result of downturns in the economy and in the construction, industrial, steel, and oil and gas services industries, and
reduced demand from coal-fired utility plants, increased competitive pressures from other lime producers, changes in inflationary expectations,
changes in legislation and regulations, including Environmental Laws, health and safety regulations, and requirements to renew or obtain
operating permits, our ability to produce and store quantities of lime and limestone products sufficient in amount and quality to meet customer
demands and specifications, the success of our modernization, expansion and development, and acquisition strategies, the uncertainty of our
ability to sell our increased production capacity at acceptable prices, our ability to execute our strategies and complete projects on time and
within budget, our ability to integrate, refurbish, and/or improve acquired facilities, our access to capital, volatile costs, especially energy
costs, inclement weather and the effects of seasonal trends.
We receive most of our coal and petroleum coke by rail, so the availability of sufficient solid fuels to run our plants could be
diminished significantly in the event of major rail disruptions. Domestic coal and petroleum coke may also be exported, which can increase
competition and prices for the domestic supply. In addition, our freight costs to deliver our lime and limestone products are high relative to the
value of our products, and they have generally increased in recent years. Our costs for delivery of solid fuels, as well as our products, also
increase as demand for rail and trucking by other industries increases, and changes to Department of Transportation rules and regulations can
reduce the availability of trucks, truck drivers, and rail cars to deliver solid fuels to our plants and deliver our products to our customers.
Recent events, such as the ongoing conflicts in Ukraine, Israel, and the broader Middle East, and the sanctions and other actions resulting
therefrom, could further increase our energy costs. If we are unable to continue to pass along our increasing energy, labor, and parts and
supplies costs to customers through higher prices or surcharges, or unable to timely receive contracted supplies of solid fuel to run our
plants, our financial condition, results of operations, cash flows, and competitive position could be materially adversely affected.
We quote our lime and limestone products on a delivered price basis to certain customers, which requires us to estimate future
delivery costs. Our actual delivery costs may exceed these estimates, which would reduce our profitability.
Delivery costs are impacted by the price of diesel. When diesel prices increase, we incur additional fuel surcharges from freight
companies that cannot be passed on to our customers that have been quoted a delivered price. Material increases in the price of diesel could
have a material adverse effect on the Company’s profitability.
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To maintain our competitive position in the lime and limestone industry, we may need to continue to increase the efficiency of
our operations, expand production capacity, and sell any resulting increased production at acceptable prices.
We have in the past, and may in the future, undertake additional modernization and expansion and development projects and
acquisitions. Given current and projected demand for lime and limestone products, we cannot guarantee that any such project or acquisition
would be successful, that we would be able to sell any resulting increased production at acceptable prices, or that any such sales would be
profitable. We are unable to predict future demand and prices, given the current economic and regulatory uncertainties in the United States
economy as a whole and in particular industries, and cannot provide any assurance that current levels of demand and prices will continue or
that any future increases in demand or prices can be maintained.
We may be limited in our ability to insure against certain risk of our operations.
Mining limestone and producing lime and limestone products involve risks which could result in damage to our facilities, personal
injury, and environmental damage. Although we maintain insurance in an amount that we consider adequate, liabilities might exceed policy
limits, in which event we could incur significant costs that could adversely affect our financial position, results of operations, cash flows, and
competitive position. Additionally, the risks inherent in mining limestone and the production of lime and limestone products may significantly
increase the cost of obtaining adequate insurance coverage, or make some coverage unavailable.
We may be adversely affected by any disruption in, or failure of, our information technology systems, including due to
cybersecurity risks and incidents.
We rely upon the capacity, reliability, and security of our information technology ("IT”) systems for our mining, manufacturing,
sales, financial, and administrative functions. We also face the challenge of supporting our IT systems and implementing upgrades when
necessary, including the prompt detection and remediation of any cybersecurity risks or incidents.
Our cybersecurity processes are focused on the prevention, detection, mitigation, and remediation of damage from computer viruses,
natural disasters, unauthorized access, cyber-attack, and other cybersecurity risks and threats. However, our cybersecurity processes may
not be successful in preventing unauthorized access, intrusion, disclosure, and damage. Risks and threats to our systems can derive from
human error, fraud, or malice on the part of employees or third parties, ransomware, or technological failure. Any failure, threat, or incident
involving our IT systems could adversely impact our mining and manufacturing operations, sales or financial and administrative functions, or
result in the compromise of personal or other confidential information of our employees, customers, or suppliers.
To the extent any such cybersecurity threat or incident results in disruption to our operations or sales or loss or disclosure of, or
damage to, our data or confidential information, our costs could increase, and our reputation, business, results of operations, competitive
position, and financial condition could be materially adversely affected. Additionally, should we experience a cybersecurity incident, we may
incur substantial costs, including remediation costs, such as liability for stolen assets or information, repairs of system damage, legal
expenses, and losses and costs associated with regulatory actions.
Our financial condition, results of operations, cash flows, and competitive position could be materially adversely impacted by
pandemics, epidemics, or disease outbreaks, such as the COVID-19 pandemic.
Disruptions caused by pandemics, epidemics, or disease outbreaks, such as COVID-19, could materially adversely impact our financial
condition, results of operations, cash flows, and competitive position. The COVID-19 pandemic had an impact on our business and
operations, particularly as it related to rising costs and supply chain delays and disruptions.
New or future variants of the COVID-19 virus or other pandemics, epidemics, or disease outbreaks and governmental responses to
such events could similarly disrupt our business and operations. A pandemic, epidemic, or disease outbreak may limit our ability to produce,
sell, and deliver our lime and limestone products to our customers; cause key management and plant-level employees not to be available to us;
result in mine and plant shutdowns due to
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contagion, in which case we may not be able to shift production to our other mines and plants; cause delays and disruptions to our supply
chain as it relates to our suppliers, as well as delay and disrupt the supply chains of our customers; impede our ability to maintain and repair
our plants and equipment; negatively impact our modernization, expansion, and development plans; negatively impact our ability to integrate
acquisitions; as well as adversely impact demand and prices for our lime and limestone products and increase our costs.
Governmental, Legal, and Regulatory Risks
Our Lime and Limestone Operations are subject to general and industry specific regulations. Changes to the regulatory
environment could increase our cost of compliance and adversely impact our financial condition, results of operations, cash flows, and
competitive position.
We are in a period of economic and regulatory uncertainty, which has been heightened by the current divides in the branches of the
United States federal government and the upcoming federal elections. The Administration and Congress may initiate actions to increase
regulation of certain industries, including the lime industry, and may take other steps to restrict oil and gas drilling, reduce the use of coal, or
regulate domestic manufacturing. There can be no assurance that any of these actions, if adopted, will not increase costs for our customers or
increase our cost of compliance with zoning and land use, mine permitting and operating, mine safety, reclamation and remediation, and
environmental laws. In addition, a variety of factors, including uncertainty with respect to governmental fiscal and budgetary constraints,
including the timing and amount of construction and infrastructure spending, changes to tax laws, legislative impasses, extended government
shutdowns, fallout from downgrades and potential U.S. government defaults on its obligations, pandemics, trade wars, tariffs, social unrest,
international incidents, and increased inflationary pressures and interest rates, could have a material adverse effect on our financial condition,
results of operations, cash flows, and competitive position.
We incur environmental compliance costs and liabilities in our Lime and Limestone Operations, including capital, maintenance,
and operating costs, with respect to pollution control equipment, the cost of ongoing monitoring programs, the cost of reclamation and
remediation efforts, and other similar costs and liabilities relating to our compliance with Environmental Laws. We expect these costs
and liabilities to continue or increase, such as possible new costs, taxes, and limitations on operations, including regulation of
greenhouse gas emissions. Similar environmental costs and liabilities may also be faced by some of our customers.
The rate of change of Environmental Laws has been rapid over the last decade, and we may face possible new uncertainties, costs
and liabilities, taxes, and limitations on operations, including those related to climate change initiatives. Changes in policy or political
leadership may affect how Environmental Laws are interpreted or enforced by the EPA and state governmental agencies. The current
Administration has signaled its intent to increase regulation under Environmental Laws and has issued multiple executive orders reversing
prior deregulation. We expect our expenditure requirements for future environmental compliance, including complying with nitrogen dioxide,
sulfur dioxide, ozone, and particulate matter emission under the NAAQS and regulation of greenhouse gas emissions, to continue or increase.
Discovery of currently unknown conditions and unforeseen costs and liabilities could require additional expenditures.
The regulation of greenhouse gas emissions remains an issue for us and some of our customers. In February 2021, the current
Administration rejoined the Paris Agreement, under which the United States committed to reduce greenhouse gas emissions. There is no
assurance that changes in the law or regulations will not be adopted, such as the imposition of greenhouse gas emission limits, a carbon tax, a
cap-and-trade program requiring companies to purchase carbon credits, or other measures that would require reductions in emissions or
changes to raw materials, fuel use, or production rates. These changes, if adopted, could have a material adverse effect on our financial
condition, results of operations, cash flows and competitive position.
More stringent regulation of greenhouse gas emissions could also adversely affect the competitiveness of some of our customers,
including coal-fired power plants, and indirectly the demand for our lime and limestone products. For example, our utility customers are
continuing to switch from coal to natural gas or renewable sources for power generation for environmental and regulatory as well as cost
reasons, thus reducing demand for our lime and limestone products for flue gas treatment processes.
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We intend to comply with all Environmental Laws and believe our accrual for environmental costs and liabilities at December 31, 2023
is reasonable. Because many of the requirements are subjective and therefore not quantifiable or presently determinable, or may be affected
by additional legislation and rulemaking, including those related to climate change and greenhouse gas emissions, there is no assurance that
we will be able to successfully secure new permits in connection with our future modernization and expansion and development projects, and
it is not possible to accurately predict the aggregate future costs and liabilities relating to environmental compliance and their effect on our
financial condition, results of operations, cash flows, and competitive position.
Our lime and limestone operations are subject to various mine safety and reclamation and remediation obligations.
Our mining operations are subject to mine safety regulation under the Mine Act. The Mine Act has been construed as authorizing
MSHA to issue citations and orders pursuant to the legal doctrine of strict liability, or liability without fault. Citations and orders can be
contested before the Commission, and as part of that process, are often reduced in severity and amount, and are sometimes vacated.
We also have legal reclamation and remediation obligations associated with the retirement of AROs. Over time, the liability for AROs
is recorded at its present value each period through accretion expense, and the capitalized cost is amortized over the useful life of the related
asset. Upon settlement of the liability, we either settle the ARO for its recorded amount or recognize a gain or loss. We believe our accrual for
AROs is reasonable, but there can be no assurance that any amounts accrued will be sufficient to meet our reclamation and remediation
obligations at any point in time.
We intend to comply with all mining regulations and all of our reclamation and remediation obligations. If we fail to comply with such
regulations and obligations, such noncompliance may adversely impact our financial condition, results of operations, cash flows, and
competitive position.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy. We have designed and implemented processes to assess, identify, manage, detect, and respond to
material cybersecurity risks and threats to our IT systems, including the prevention, detection, mitigation, and remediation of cybersecurity
incidents in order to protect the confidentiality, integrity, and availability of our IT systems and the information residing on those systems.
These processes are part of our overall risk management process and are embedded in our operating policies, procedures, and controls.
To protect our IT systems and information from cybersecurity risks, we use various security tools that help prevent, identify,
escalate, investigate, resolve, and recover from identified cybersecurity vulnerabilities and incidents in a timely manner. These include, but are
not limited to, internal reporting, monitoring, and detection tools. We also utilize a third-party security operations center connected to a
networks operation center to identify, investigate, and resolve any cybersecurity threats and incidents.
We regularly assess technological risks to our IT systems and information and monitor our IT systems for potential vulnerabilities
and risks. We frequently conduct mandatory cybersecurity and IT systems awareness training for all employees with access to our systems.
We also conduct regular reviews and tests of our IT cybersecurity processes, including reviews, assessments, and exercises.
We aim to incorporate responsible practices throughout our cybersecurity risk management processes. Our cybersecurity strategy
focuses on implementing effective and efficient controls, technologies, and other processes to assess, identify, and manage material
cybersecurity risks to our IT systems and information. As a part of this process, we engage independent third-party specialists to review our
cybersecurity environment, including formal reviews and assessments, and we request specific, actionable recommendations for improvement.
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While we have not, as of the date of this Report on Form 10-K, experienced a cybersecurity threat or incident that has materially
impacted our business or operations, there can be no guarantee that we will not experience such a threat or incident in the future. A material
cybersecurity threat or incident could adversely impact our mining and manufacturing operations, our sales or financial and administrative
functions, or result in the compromise of personal or other confidential information of our employees, customers, or suppliers. For this reason,
we maintain cybersecurity liability insurance to provide additional support, expertise, and resources to help ensure the integrity of our
cybersecurity processes through regular reviews and assessments, to provide incident response assistance and expertise, and to provide a
level of financial protection in the event of cybersecurity incident related costs and losses. See "Risk Factors - We may be adversely affected
by any disruption in, or failure of, our information technology systems, including due to cybersecurity risks and incidents.”
Governance. Our Manager of Information Technology ("MIT”) is responsible for our IT cybersecurity policies, procedures, and
controls and reports to our Chief Financial Officer ("CFO”). Our MIT has a Bachelor of Business Administration degree in management
information systems and has over 20 years of relevant experience in the IT field. Team members also include third-party service providers who
have relevant education and experience in cybersecurity.
Our CFO is informed about and facilitates prevention, detection, mitigation, and remediation efforts through regular communication
and reporting from the professionals on our cybersecurity team. In addition, we have an escalation process in place to inform our Chief
Executive Officer and other members of our senior management and, if necessary, the Audit Committee and Board of Directors, of important
issues or events.
Our Audit Committee has oversight of our cybersecurity risk processes, as part of its overall oversight of our risk management
program. Our CFO and MIT regularly report to and review our cybersecurity processes with the Audit Committee, with formal cybersecurity
reviews with the Committee generally occurring at least annually, and sometimes more frequently, as appropriate.
ITEM 2. PROPERTIES.
Reference is made to Item 1 of this Report for a description of the properties of the Company, and such description is hereby
incorporated by reference in answer to this Item 2. As disclosed in Note 2 of Notes to Consolidated Financial Statements, the Company’s
plants and facilities and resources are subject to encumbrances to secure any Company loans under its credit agreement.
ITEM 3. LEGAL PROCEEDINGS.
Information regarding any legal proceedings is set forth in Note 8 of Notes to Consolidated Financial Statements and is hereby
incorporated by reference in answer to this Item 3.
ITEM 4. MINE SAFETY DISCLOSURES.
Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, each
operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC.
The operation of the Company’s quarries, underground mine, and plants is subject to regulation by MSHA. The required information
regarding certain mining safety and health matters, broken down by mining complex, for the year ended December 31, 2023 is presented in
Exhibit 95.1 to this Report on Form 10-K.
As discussed in Item 1 above, the Company believes it is responsible to employees to provide a safe and healthy workplace
environment. The Company seeks to accomplish this by: training employees in safe work practices; openly communicating with employees;
following safety standards and establishing and improving safe work practices; involving employees in safety processes; and recording,
reporting, and investigating accidents, incidents, and losses to avoid reoccurrence.
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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.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
The Company’s common stock is listed on the Nasdaq Global Market® under the symbol "USLM.” As of February 27, 2024, the
Company had approximately 350 shareholders of record.
As of February 27, 2024, the Company had 500,000 shares of $5.00 par value preferred stock authorized; however, none has been
issued.
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PERFORMANCE GRAPH
The graph below compares the cumulative 5-year total shareholders’ return on the Company’s common stock with the cumulative
total return on the NASDAQ Composite Index and a customized peer group index consisting of Eagle Materials, Inc., Mineral Technologies,
Inc., and Summit Materials Inc. The graph assumes that the value of the investment in the Company’s common stock and each index was $100
on December 31, 2018, and that all cash dividends, including the special cash dividend paid in the fourth quarter 2019, have been reinvested.
U.S. LIME & MINERALS, INC.
NASDAQ COMPOSITE INDEX
PEER GROUP
2018
100.00
100.00
100.00
2019
135.07
136.69
148.39
2020
171.77
198.10
151.73
2021
195.29
242.03
246.83
2022
214.51
163.28
192.64
2023
352.51
236.17
271.19
The Plan allows employees and directors to pay the exercise price upon the exercise of stock options and the tax withholding liability
upon exercise of stock options or the lapse of restrictions on restricted stock by payment in cash and/or withholding or delivery of shares of
the Company’s common stock to the Company. Pursuant to these provisions, the Company repurchased 4,918 shares at a price of $230.35 per
share, the fair market value of one share on the date they were tendered to the Company, in the fourth quarter 2024 for payment of tax
withholding liability upon the lapse of restrictions on restricted stock.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS.
Any statements contained in this Report that are not statements of historical fact are forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Report, including without limitation statements relating
to the Company’s plans, strategies, objectives, expectations, intentions, and adequacy of resources, are identified by such words as "will,”
"could,” "should,” "would,” "believe,” "possible,” "potential,” "expect,” "intend,” "plan,” "schedule,” "estimate,” "anticipate,” and "project.”
The Company undertakes no obligation to publicly update or revise any forward-looking statements. The Company cautions that forward-
looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without
limitation the following: (i) the Company’s plans, strategies, objectives, expectations, and intentions are subject to change at any time at the
Company’s discretion; (ii) the Company’s plans and results of operations will be affected by its ability to maintain and increase its revenues
and manage its growth; (iii) the Company’s ability to meet short-term and long-term liquidity demands, including meeting the Company’s
operating and capital needs, including possible acquisitions and paying dividends, and conditions in the credit and equity markets, including
the ability of the Company’s customers to meet their obligations; (iv) interruptions to operations and increased expenses at the Company’s
facilities resulting from changes in mining methods or conditions, variability of chemical or physical properties of the Company’s limestone
and its impact on process equipment and product quality, inclement weather conditions, including more severe and frequent weather events
resulting from climate change, natural disasters, accidents, IT systems failures or disruptions, including due to cybersecurity threats and
incidents, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile
coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers, and rail
cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) the
Company’s ability to expand its lime and limestone operations through projects and acquisitions of businesses with related or similar
operations and the Company’s ability to obtain any required financing for such projects and acquisitions, to integrate the projects and
acquisitions into the Company’s overall operations, and to sell any resulting increased production at acceptable prices; (vii) inadequate
demand and/or prices for the Company’s lime and limestone products due to increased competition from competitors, increasing competition
for certain customer accounts, conditions in the U.S. economy, recessionary pressures in, and the impact of government policies on, particular
industries, including oil and gas services, utility plants, steel, construction, and industrial, effects of governmental fiscal and budgetary
constraints, including the level of highway construction and infrastructure funding, changes to tax laws, legislative impasses, extended
governmental shutdowns, downgrades and defaults on U.S. government obligations, pandemics, 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,
including passing through the increased costs of energy, labor, parts and supplies, and changes in inflationary expectations; (viii) ongoing
and possible new regulations, investigations, enforcement actions and costs, legal expenses, penalties, fines, assessments, litigation,
judgments and settlements, taxes and disruptions and limitations of operations, including those related to climate change, health and safety,
human capital, diversity, and other ESG and sustainability considerations, and those that could impact the Company’s ability to continue or
renew its operating permits or successfully secure new permits in connection with its modernization and expansion and development projects;
(ix) estimates of resources and reserves and remaining lives of reserves; (x) the impact of potential global pandemics, epidemics, or disease
outbreaks, 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 Quarterly Reports on Form 10-Q.
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OVERVIEW.
Set forth below is certain selected financial data for the five years ended December 31, 2023:
Operating results
Lime and limestone revenues
Other revenues
Total revenues
Gross profit
Other (income) expense, net
Income tax expense
Net income
Net income per share of common stock:
Basic
Diluted
Dividends per share of common stock (1)
2023
Years Ended December 31,
2021
(dollars in thousands, except per share amounts)
2020
2022
$ 280,202
1,128
$ 281,330
$ 102,867
(7,940)
$
18,813
$
74,549
$
$
$
$
13.10
13.06
0.80
233,421
2,729
236,150
70,342
(1,779)
11,133
45,429
8.01
8.00
0.80
187,365
1,890
189,255
59,260
(101)
9,473
37,045
6.55
6.54
0.64
159,707
997
160,704
47,587
11
5,849
28,223
5.01
5.00
0.64
2019
156,981
1,296
158,277
41,676
(203)
4,844
26,056
4.64
4.64
5.89
(1) Dividends per share of common stock for 2019 included a special dividend of $5.35 per share.
Total assets
Stockholders’ equity per outstanding common share
Employees
General.
2023
$ 440,602
68.91
$
333
As of December 31,
2021
279,098
49.10
308
2022
367,772
56.51
338
2020
247,037
43.06
317
2019
244,671
38.62
282
We have identified one reportable business segment based on the distinctness of our activities and products: Lime and Limestone
Operations. All operations are in the United States. Operating profit from our Lime and Limestone Operations includes all of our selling,
general and administrative costs. We do not allocate interest income and expense and other expense to our Lime and Limestone Operations.
Our Other operations relate to our natural gas interests, consisting of royalty and non-operated working interests under an oil and
gas lease and a drillsite agreement with two separate operators related to our Johnson County, Texas property, located in the Barnett Shale
Formation, on which Texas Lime conducts its lime and limestone operations. The carrying values of the long-lived assets related to our
natural gas interests were $0.4 million as of December 31, 2023. Based on current production and pricing estimates, we believe that the
carrying value of these assets will be recoverable in future periods.
Our revenues increased 19.1% in 2023 compared to 2022. Revenues from our Lime and Limestone Operations increased 20.0% in
2023, compared to 2022, primarily due to an increase in average selling prices for our lime and limestone products of 21.1%, partially offset by a
1.1% decrease in sales volume. This decrease in demand was primarily from our industrial, steel, and construction customers, partially offset
by increased demand from our roofing, environmental, and oil and gas services customers.
Our gross profit increased 46.2% in 2023, compared to 2022. Gross profit from our Lime and Limestone Operations in 2023 increased
49.2%, compared to 2022, primarily due to the increased revenues discussed above, partially offset by increased lime and limestone production
costs, principally from higher energy, labor, and parts and supplies costs.
Our other (income) expense, net was $7.9 million income in 2023, compared to $1.8 million income in 2022, an increase of $6.2 million.
The increase in other income, net in 2023, compared to 2022, was due to higher interest rates earned on higher average balances in our cash
and cash equivalents.
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Our net income increased $29.1 million, or 64.1%, in 2023, compared to 2022. Net income per fully diluted share increased to $13.06 in
2023, compared to $8.00 in 2022.
Cash flows from operations enabled us to make $34.3 million of capital investments in 2023. It also enabled us to pay $4.6 million in
dividends in 2023 and increase our cash balances to $188.0 million as of December 31, 2023, compared to $133.4 million as of December 31,
2022. As of December 31, 2023 and 2022, we had no debt outstanding.
On February 2, 2024, we announced that our Board of Directors had declared an increased regular quarterly cash dividend of $0.25
per share. The dividend is payable on March 15, 2024 to shareholders of record on February 23, 2024.
Absent a significant acquisition opportunity arising during 2024, we anticipate funding our operating and capital needs and our
increased regular cash dividends from our cash balances on hand and cash flows from operations.
Lime and Limestone Operations.
In our Lime and Limestone Operations, we produce and sell crushed limestone, PLS, aggregate, quicklime, hydrated lime and lime
slurry. The principal factors affecting our success are the level of demand and prices for our products and whether we are able to maintain
sufficient production levels and product quality while controlling costs.
Inclement weather conditions, such as winter ice and snowstorms, freezing weather, hurricanes, tornadoes, and excessive rainfalls
generally reduce the demand for lime and limestone products supplied to construction-related customers that account for a significant amount
of our revenues. Inclement weather also interferes with our open-pit mining operations and can disrupt our plant production. In addition to
weather, various maintenance, environmental, accident, and other operational and construction issues can also disrupt our operations and
increase our operating expenses.
Demand for our lime and limestone products in our market areas is also affected by general economic conditions, the pace of
construction, the demand for steel, the level of oil and gas drilling in our markets, the level of governmental and private funding for highway
construction and infrastructure, and utility plant usage of coal for power generation. Demand for our lime and limestone products from our
industrial, steel, and construction customers decreased in 2023; however, this was partially offset by increased demand from our roofing,
environmental, and oil and gas services customers. Looking ahead, we anticipate that soft construction demand, particularly from commercial
building, will continue through at least the first half 2024.
In 2023, we continued to experience rising production costs, especially energy, labor, and parts and supplies costs. As we
progressed through 2023, many of the supply chain delays and disruptions that challenged us in the previous year began to resolve.
Texas continues to invest heavily in its transportation, including directing certain sales and use tax revenues, state motor vehicle
sales and rental tax revenues, and oil and gas tax revenues to the State Highway Fund, as required under the Texas constitution. In its fiscal
2023, Texas transferred approximately $6.4 billion of such tax revenues to the State Highway Fund. Additionally, for future roadway projects
outlined in the Texas Department of Transportation’s 2024 Unified Transportation Program, the state programmed a $15.5 billion increase in
funding for a total of $100.6 billion in construction and major maintenance projects planned over the next 10 years. In 2021, the United States
Congress passed the Infrastructure Investment and Jobs Act, which is estimated to apportion approximately $27.5 billion to Texas for federal-
aid highway programs, of which $16.6 billion has been announced for roads, bridges, roadway safety, and major projects. With these funding
sources, we would expect to see strong continued demand from our construction customers, but the timing and amount of any increase in
demand is uncertain and subject to weather, political, economic, and other factors.
Our modernization and expansion and development projects and acquisitions in Texas, Arkansas, Oklahoma, and Missouri and our
Texas slurry operations have positioned us to meet the demand for high-quality lime and limestone products in our markets. Our
modernization and expansion and development projects have also equipped us with up-to-date, fuel-efficient plant facilities, which have
resulted in lower production costs and greater operating efficiencies,
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thus enhancing our competitive position. All of our rotary kilns are now fuel-efficient preheater kilns, and the addition of the vertical kiln at
St. Clair further increased the fuel efficiency of our fleet of kilns.
For our plants to operate at peak efficiency, we must meet operational challenges that arise from time to time, including bringing new
facilities on-line and refurbishing and/or improving acquired facilities, including the facilities acquired as a result of our acquisitions of
Carthage and Mill Creek, as well as operating existing facilities efficiently. We also incur ongoing costs for maintenance and to remain in
compliance with rapidly changing Environmental Laws and health and safety and other regulations.
Our primary variable cost is energy. Prices for coal, petroleum coke, diesel, natural gas, electricity, transportation, and freight are
volatile, and our energy costs increased substantially in 2023. In addition, our freight costs, including the cost of diesel, to deliver our
products can be high relative to the value of our products.
Historically, we have been able to mitigate to some degree the impact of volatile energy costs by varying the mixes of fuel used in our
kilns, and by passing on some of any increase in costs to our customers, where possible, through higher prices and/or surcharges on certain
products. In addition, we continually look for other ways to better manage our energy costs at our plants. Finally, we have not engaged in
any significant hedging activity in an effort to control our energy costs but may do so in the future.
We have financed our modernization and expansion and development projects and acquisitions through a combination of debt
financing, which has now been repaid, and cash flows from operations. We must generate sufficient cash flows to cover ongoing capital
requirements, including current and possible future modernization and expansion and development projects and acquisitions, or borrow
sufficient funds to finance any shortfall in our liquidity needs.
We continue to believe the enhanced efficiency and production capacity resulting from our modernization and expansion and
development projects in Texas, Arkansas, and Oklahoma, our expanded slurry operations, our acquisitions, including the acquisitions of
Carthage and Mill Creek, and the operational strategies we have implemented have allowed us to increase our efficiency, grow production
capacity, improve product quality, better serve existing customers, attract new customers, and control costs. However, there can be no
assurance that demand and prices for our lime and limestone products will enable us to fully utilize our additional production capacity, nor that
our production will not be adversely affected by weather, maintenance, environmental, accident, cybersecurity, and other operational and
construction issues; that we can successfully invest in improvements to our existing facilities and acquisitions; that our results will not be
adversely affected by increases in fuel, natural gas, electricity, transportation and freight costs, taxes, or new environmental, health and safety,
or other regulatory requirements; or that, with increasing competition with other lime and limestone producers, our revenues, gross profit, net
income, and cash flows can be maintained or improved.
Other.
Revenues in 2023 included $1.1 million from our natural gas interests, compared to $2.7 million in 2022. Gross (loss) profit from our
natural gas interests was a $38 thousand loss in 2023, compared to a $1.4 million profit in 2022.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES.
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America
("US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities, at the date of our financial statements.
Actual results may differ from these estimates and judgments under different assumptions or conditions and historical trends.
Critical accounting policies are defined as those that are reflective of significant management judgments and uncertainties and
potentially result in materially different results under different assumptions and conditions. We believe the following critical accounting
policies require the most significant management estimates and judgments used in the preparation of our consolidated financial statements.
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Contingencies. We are party to proceedings, lawsuits, and claims arising in the normal course of business relating to regulatory,
labor, product, and other matters. We are required to estimate the likelihood of any adverse judgments or outcomes with respect to these
matters, as well as potential ranges of possible losses. A determination of the amount of reserves required, if any, for these contingencies is
made after careful analysis of each individual matter, including coverage under our insurance policies. This determination may change in the
future because of new information or developments.
Income taxes. We utilize the asset and liability approach in reporting our income taxes. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts
in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. We
establish valuation allowances when necessary to reduce deferred tax assets to the amount more likely than not to be realized. Income tax
related interest and penalties are included in income tax expense. We also assess individual tax positions to determine if they meet the criteria
for some or all of the benefits of that position to be recognized in our financial statements and only recognize tax positions that meet the more-
likely-than-not recognition threshold.
Environmental costs and liabilities. We record environmental accruals, including accrued reclamation costs, in other liabilities,
based on studies and estimates, when it is probable we have incurred a reasonably estimable cost or liability. The accruals are adjusted when
further information warrants an adjustment. Environmental expenditures that extend the life, increase the capacity, or improve the safety or
efficiency of Company-owned assets or are incurred to mitigate or prevent future possible environmental issues are capitalized. Other
environmental costs are expensed when incurred.
RESULTS OF OPERATIONS.
The following table sets forth certain financial information expressed as a percentage of revenues for the three years ended December
31, 2023:
Lime and limestone revenues
Other revenues
Total revenues
Cost of revenues
Labor and other operating expenses
Depreciation, depletion and amortization
Gross profit
Selling, general and administrative expenses
Operating profit
Other income, net
Income tax expense
Net income
Year Ended December 31,
2022
2021
2023
99.6 %
0.4
100.0
(55.1)
(8.3)
36.6
(6.2)
30.4
2.8
(6.7)
26.5 %
98.8 %
1.2
100.0
(60.9)
(9.3)
29.8
(6.6)
23.2
0.7
(4.7)
19.2 %
99.0 %
1.0
100.0
(57.8)
(10.9)
31.3
(6.8)
24.5
0.1
(5.0)
19.6 %
2023 vs. 2022
Our revenues for 2023 increased to $281.3 million from $236.2 million in 2022, an increase of $45.2 million, or 19.1%. Revenues from our
Lime and Limestone Operations in 2023 increased $46.8 million, or 20.0%, to $280.2 million from $233.4 million in 2022. The increase in revenues
from our Lime and Limestone Operations in 2023 was due to a 21.1% increase in average selling prices for our lime and limestone products,
partially offset by a 1.1% decrease in sales volumes. The decrease in sales volumes was principally due to decreased demand from our
industrial, steel, and construction customers, partially offset by increased demand from our roofing, environmental, and oil and gas services
29
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customers. Other revenues included $1.1 million and $2.7 million in 2023 and 2022, respectively, from our natural gas interests.
Our gross profit increased to $102.9 million for 2023 from $70.3 million in 2022, an increase of $32.5 million, or 46.2%. Gross profit from
our Lime and Limestone Operations in 2023 was $102.9 million, compared to $69.0 million in 2022, an increase of $34.0 million, or 49.2%. The
increase in gross profit in 2023, compared to 2022, resulted primarily from the increased revenues discussed above, partially offset by
increased lime and limestone production costs, principally from higher energy, labor, and parts and supplies costs. Gross profit also included
a $38 thousand loss and $1.4 million profit in 2023 and 2022, respectively, from our natural gas interests.
Selling, general and administrative expenses ("SG&A”) increased to $17.4 million for 2023, an increase of $1.9 million, or 12.1%,
compared to $15.6 million in 2022. As a percentage of revenues, SG&A was 6.2% in 2023, compared to 6.6% in 2022. The increase in SG&A
was primarily due to increased personnel expenses in 2023, compared to 2022.
Other (income) expense, net was $7.9 million income in 2023, compared to $1.8 million income in 2022, an increase of $6.2 million. The
increase in other income, net in 2023 compared to 2022, was due to higher interest rates earned on higher average balances in our cash and
cash equivalents.
Income tax expense was $18.8 million in 2023, for an effective rate of 20.2%, compared to $11.1 million in 2022, for an effective rate of
19.7%, an increase of $7.7 million, primarily due to the increase in income before taxes in 2023, compared to 2022. Our effective income tax rates
for 2023 and 2022 were reduced from the statutory rate primarily due to statutory depletion in excess of basis.
Net income increased to $74.5 million ($13.06 per share diluted) in 2023, compared to $45.4 million ($8.00 per share diluted) in 2022, an
increase of $29.1 million, or 64.1%.
2022 vs. 2021
Our revenues for 2022 increased to $236.2 million from $189.3 million in 2021, an increase of $46.9 million, or 24.8%. Revenues from our
Lime and Limestone Operations in 2022 increased $46.1 million, or 24.6%, to $233.4 million from $187.4 million in 2021. The increase in revenues
from our Lime and Limestone Operations in 2022 was primarily due to a 14.0% increase in sales volumes of our lime and limestone products,
principally to our construction, oil and gas services, and steel customers. In addition, we realized a 10.6% increase in average selling prices for
our lime and limestone products in 2022, compared to 2021. Other revenues included $2.7 million and $1.9 million in 2022 and 2021,
respectively, from our natural gas interests.
Our gross profit increased to $70.3 million for 2022 from $59.3 million for 2021, an increase of $11.1 million, or 18.7%. Gross profit from
our Lime and Limestone Operations for 2022 was $69.0 million, compared to $58.7 million in 2021, an increase of $10.3 million, or 17.6%. The
increase in gross profit in 2022, compared to 2021, resulted primarily from the increased revenues discussed above, partially offset by
increased lime and limestone production costs, principally from higher transportation, energy, labor, and supplies costs. Gross profit also
included $1.4 million and $0.6 million in 2022 and 2021, respectively, from our natural gas interests.
SG&A increased to $15.6 million for 2022, an increase of $2.7 million, or 21.1%, compared to $12.8 million for 2021. As a percentage of
revenues, SG&A was 6.6% in 2022, compared to 6.8% in 2021. The increase in SG&A was primarily due to increased personnel expenses in
2022, compared to 2021.
Other (income) expense, net was $1.8 million income in 2022, compared to $0.1 million income in 2021, an increase of $1.7 million, or
1,661.4%. The increase in other income, net in 2022, compared to 2021, was due to higher interest rates on higher average balances in our cash
and cash equivalents.
Income tax expense was $11.1 million in 2022, for an effective rate of 19.7%, compared to $9.5 million in 2021, for an effective rate of
20.4%, an increase of $1.7 million, primarily due to the increase in income before taxes in 2022, compared to 2021. Our effective income tax rates
for 2022 and 2021 were reduced from the statutory rate primarily due to statutory depletion in excess of basis.
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Net income increased to $45.4 million ($8.00 per share diluted) in 2022, compared to $37.0 million ($6.54 per share diluted) in 2021, an
increase of $8.4 million, or 22.6%.
Summary of Quarterly Financial Data
(dollars in thousands except per share amounts)
Revenues
Lime and limestone operations
Other
Gross profit (loss)
Lime and limestone operations
Other
Net income
Basic income per common share
Diluted income per common share
Revenues
Lime and limestone operations
Other
Gross profit
Lime and limestone operations
Other
Net income
Basic income per common share
Diluted income per common share
FINANCIAL CONDITION.
March 31,
June 30,
$ 66,538
239
$ 66,777
$ 73,688
295
$ 73,983
$ 24,058
(66)
$ 23,992
$ 27,121
10
$ 27,131
$ 17,104
3.01
$
3.00
$
$ 19,712
3.46
$
3.45
$
2023
September 30, December 31,
$
$
$
$
$
$
$
74,582
296
74,878
28,160
(5)
28,155
20,733
3.64
3.63
$
$
$
$
$
$
$
65,394
298
65,692
23,566
23
23,589
17,000
2.98
2.98
March 31,
June 30,
$ 50,296
613
$ 50,909
$ 59,613
879
$ 60,492
$ 14,197
270
$ 14,467
$ 15,975
506
$ 16,481
$
$
$
8,668
1.53
1.53
$ 10,238
1.80
$
1.80
$
2022
September 30, December 31,
$
$
$
$
$
$
$
65,699
758
66,457
22,166
424
22,590
15,726
2.77
2.77
$
$
$
$
$
$
$
57,813
479
58,292
16,613
191
16,804
10,797
1.90
1.90
Capital Requirements. We require capital primarily for normal recurring capital and re-equipping projects, modernization and
expansion and development projects, and acquisitions. Our capital needs are expected to be met principally from cash on hand, cash flows
from operations, and our $75.0 million revolving credit facility.
We expect to spend approximately $22.0 million per year over the next several years in our Lime and Limestone Operations for normal
recurring capital and re-equipping projects at our plants and facilities to maintain or improve efficiency, ensure compliance with Environmental
Laws, meet customer needs, and reduce costs. As of December 31, 2023, we had $1.3 million in open orders for equipment and construction
contracts for our Lime and Limestone Operations.
Liquidity and Capital Resources. Net cash provided by operating activities was $92.3 million in 2023, compared to $64.4 million in
2022, an increase of $27.9 million, or 43.3%. Our net cash provided by operating activities is composed of net income, depreciation, depletion
and amortization ("DD&A”), other non-cash items included in net income, and changes in working capital. In 2023, net cash provided by
operating activities was principally composed of $74.5 million net income, $23.8 million DD&A, and $3.2 million stock-based compensation,
partially offset by a $0.9 million decrease in deferred income taxes and an $8.8 million decrease from changes in working capital. In 2023, the
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changes in working capital were principally composed of a $4.5 million increase in trade receivables, net, primarily as a result of increased sales
in the fourth quarter 2023, compared to the fourth quarter 2022, a $4.7 million increase in inventories, primarily due to increases in the volume
of our solid fuel stockpiles and the costs of our supply of critical parts, and a $1.1 million increase in prepaid expenses and other current
assets, partially offset by a $1.7 million increase in accounts payable and accrued expenses. In 2022, net cash provided by operating activities
was principally composed of $45.4 million net income, $22.2 million DD&A, $2.5 million increase in deferred income taxes, and $2.6 million
stock-based compensation, partially offset by an $8.1 million decrease from changes in working capital. In 2022, the changes in working
capital were principally composed of a $6.4 million increase in trade receivables, net, primarily as a result of increased sales in the fourth
quarter 2022, compared to the fourth quarter 2021, and a $4.3 million increase in inventories, primarily due to increases in the cost and volume
of our solid fuel stockpiles and our supply of critical parts, partially offset by a $2.8 million increase in accounts payable and accrued
expenses, and other liabilities.
Net cash used in investing activities was $32.0 million for 2023, compared to $31.2 million for 2022. Net cash used in investing
activities for 2023 included $11.0 million for real property purchases. Net cash used in investing activities for 2022 included $5.6 million for the
acquisition of Mill Creek and an additional $3.5 million of capital investments in the Mill Creek facility, $4.1 million for real property purchases,
and $3.0 million for development of the Love Hollow Quarry and its connection to the Batesville plant. During 2022, we experienced increased
costs associated with our normal recurring capital and re-equipping projects at our plants and facilities, as part of the overall inflationary
environment. In 2023, we began to experience an increase in DD&A expense associated with higher recurring capital and re-equipping
projects, which we expect will continue in future periods.
Net cash used in financing activities primarily consisted of $4.6 million for dividend payments and $1.3 million to repurchase shares of
our common stock in 2023, compared to $4.5 million for dividend payments and $0.8 million to repurchase shares of our common stock in 2022.
Our cash and cash equivalents at December 31, 2023 increased to $188.0 million from $133.4 million at December 31, 2022.
Banking Facilities and Debt. Our credit agreement with Wells Fargo Bank, N.A. (the "Lender”), as amended as of August 3, 2023,
provides for a $75 million revolving credit facility (the "Revolving Facility”) and an incremental four-year accordion feature to borrow up to an
additional $50 million on the same terms, subject to approval by the Lender or another lender selected by us. The credit agreement also
provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on
August 3, 2028.
Interest rates on the Revolving Facility are, at our option, SOFR, plus a SOFR adjustment rate of 0.10%, plus a margin of 1.000% to
2.000%, or the Lender’s Prime Rate, plus a margin of 0.000% to 1.000%, and a commitment fee range of 0.225% to 0.350% on the undrawn
portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance
with a pricing grid based upon our Cash Flow Leverage Ratio, defined as the ratio of our total funded senior indebtedness to earnings before
interest, taxes, depreciation, depletion, amortization, and stock-based compensation expense ("EBITDA”) for the 12 months ended on the last
day of the most recent calendar quarter, plus pro forma EBITDA from any businesses acquired during the period. Pursuant to a security
agreement, dated August 25, 2004, the Revolving Facility is secured by our existing and hereafter acquired tangible assets, intangible assets,
and real property. The maturity of the Revolving Facility and any incremental loans can be accelerated if any event of default, as defined
under the credit agreement, occurs. Our maximum Cash Flow Leverage Ratio is 3.50 to 1.
We may pay dividends so long as we remain in compliance with the provisions of our credit agreement, and we may purchase, redeem,
or otherwise acquire shares of our common stock so long as our pro forma Cash Flow Leverage Ratio is less than 3.00 to 1.00 and no default or
event of default exists or would exist after giving effect to such stock repurchase.
At December 31, 2023, we had no debt outstanding and no draws on the Revolving Facility other than $0.5 million of letters of credit,
which count as draws against the available commitment under the Revolving Facility.
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Common Stock Buybacks. We spent $1.3 million, $0.8 million, and $0.7 million in 2023, 2022, and 2021, respectively, to repurchase
treasury shares tendered for payment of the exercise price for stock options and the tax withholding liability upon the lapse of restrictions on
restricted stock.
Contractual Obligations. The following table sets forth our contractual obligations as of December 31, 2023 (in thousands):
Payments Due by Period
Contractual Obligations
Operating leases(1)
Limestone mineral leases
Purchase obligations(2)(3)
Other liabilities
Total
Total
5,872
$
$
2,267
$ 23,687
1,548
$
$ 33,374
1 Year
1,721
97
21,073
120
23,011
2 - 3 Years
2,723
194
2,614
240
5,771
4 - 5 Years
1,328
302
—
240
1,870
More Than
5 Years
100
1,674
—
948
2,722
(1) Represents operating leases for railcars, corporate office space, and some equipment that are either non-cancelable or subject to
significant penalty upon cancellation.
(2) Of these obligations, $1,196 were recorded on the Consolidated Balance Sheet at December 31, 2023.
(3) Purchase obligations includes enforceable agreements to purchase goods or services that specify all significant terms, including fixed or
minimum quantities to be purchased, generally pertaining to fuel contracts, fixed-price provisions, and the approximate timing of the
transaction, and are either non-cancelable or subject to significant penalty upon cancellation.
Absent a significant acquisition, we believe that cash on hand and cash flows from operations will be sufficient to meet our operating
needs, ongoing capital needs, including our current and possible future modernization and expansion and development projects, and liquidity
needs and allow us to pay our increased regular cash dividends for the near future.
Off-Balance Sheet Arrangements. We do not utilize off-balance sheet financing arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE RISK.
We could be exposed to changes in interest rates, primarily as a result of floating interest rates on the Revolving Facility. There was
no outstanding balance on the Revolving Facility subject to interest rate risk at December 31, 2023. Any future borrowings under the
Revolving Facility would be subject to interest rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Consolidated Financial Statements.
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
34
38
39
40
41
42
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
United States Lime & Minerals, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of United States Lime & Minerals, Inc.
(a Texas corporation) and subsidiaries (the "Company”) as of December 31, 2023 and 2022, the related
consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2023, and the related notes (collectively referred to as the
"financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2023, in
conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) ("PCAOB”), the Company’s internal control over financial reporting as of
December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO”), and our
report dated February 29, 2024 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
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Critical audit matters
The critical audit matters are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2005.
Dallas, Texas
February 29, 2024
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
United States Lime & Minerals, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of United States Lime & Minerals, Inc. (a
Texas corporation) and subsidiaries (the "Company”) as of December 31, 2023, based on criteria
established in the 2013 Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO”). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31,
2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by
COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) ("PCAOB”), the consolidated financial statements of the Company as of and for
the year ended December 31, 2023, and our report dated February 29, 2024 expressed an unqualified
opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
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Table of Contents
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Dallas, Texas
February 29, 2024
37
Table of Contents
United States Lime & Minerals, Inc.
Consolidated Balance Sheets
(dollars in thousands, except share and per share amounts)
December 31,
2023
December 31,
2022
ASSETS
Current assets
Cash and cash equivalents
Trade receivables, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment
Mineral reserves and land
Proved natural gas properties, successful-efforts method
Buildings and building and leasehold improvements
Machinery and equipment
Furniture and fixtures
Automotive equipment
Property, plant and equipment
Less accumulated depreciation and depletion
Property, plant and equipment, net
Operating lease right-of-use assets
Other assets, net
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
Current portion of operating lease liabilities
Accrued expenses
Total current liabilities
Deferred tax liabilities, net
Operating lease liabilities, excluding current portion
Other liabilities
Total liabilities
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $5.00 par value; authorized 500,000 shares; none issued or outstanding
Common stock, $0.10 par value; authorized 30,000,000 shares; 6,731,207 and 6,703,166 shares
issued at December 31, 2023 and 2022, respectively
Additional paid-in capital
Retained earnings
Less treasury stock, 1,026,651 and 1,021,087 shares at December 31, 2023 and 2022,
respectively, at cost
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
187,964
38,052
24,313
4,640
254,969
59,307
15,934
10,732
374,000
1,312
8,313
469,598
(289,803)
179,795
5,273
565
440,602
7,404
1,582
8,505
17,491
24,659
3,919
1,429
47,498
—
674
37,820
412,499
(57,889)
393,104
440,602
$
$
$
$
133,384
33,592
19,579
3,435
189,990
48,586
15,934
9,588
359,123
1,312
7,054
441,597
(269,627)
171,970
5,372
440
367,772
7,725
1,411
6,401
15,537
25,582
4,129
1,436
46,684
—
671
34,528
342,504
(56,615)
321,088
367,772
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Revenues
Cost of revenues
Labor and other operating expenses
Depreciation, depletion and amortization
Gross profit
Selling, general and administrative expenses
Operating profit
Other (income) expense, net
Income before income tax expense
Income tax expense
Net income
Net income per share of common stock
Basic
Diluted
United States Lime & Minerals, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share amounts)
2023
Years Ended December 31,
2022
2021
$
281,330
$
236,150
$
154,930
23,533
178,463
102,867
17,445
85,422
(7,940)
93,362
18,813
74,549
13.10
13.06
$
$
$
143,887
21,921
165,808
70,342
15,559
54,783
(1,779)
56,562
11,133
45,429
8.01
8.00
$
$
$
$
$
$
189,255
109,365
20,630
129,995
59,260
12,843
46,417
(101)
46,518
9,473
37,045
6.55
6.54
The accompanying notes are an integral part of these consolidated financial statements
39
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Balances at December 31, 2020
Stock options exercised
Stock-based compensation
Treasury shares purchased
Cash dividends paid
Net income
Balances at December 31, 2021
Stock options exercised
Stock-based compensation
Treasury shares purchased
Cash dividends paid
Net income
Balances at December 31, 2022
Stock options exercised
Stock-based compensation
Treasury shares purchased
Cash dividends paid
Net income
Balances at December 31, 2023
United States Lime & Minerals, Inc.
Consolidated Statements of Stockholders’ Equity
(dollars in thousands)
Common Stock
Additional
Paid-In Retained Treasury
Earnings
Shares
$
5,648,084
5,310
18,279
(5,661)
Outstanding Amount
666
1
2
—
— —
—
5,666,012
2,400
19,297
(5,630)
—
669
—
2
—
— —
—
5,682,079
9,288
18,753
(5,564)
—
671
1
2
—
— —
—
5,704,556
—
674
$
$
Capital
$ 29,457
83
2,234
$
—
—
—
31,774
120
2,634
—
—
—
34,528
112
3,180
—
—
—
37,820
$
268,186
$
—
—
—
(3,620)
37,045
301,611
—
—
—
(4,536)
45,429
342,504
—
—
—
(4,554)
74,549
412,499
$
Stock
(55,117) $
—
—
(731)
—
—
(55,848)
—
—
(767)
—
—
(56,615)
—
—
(1,274)
—
—
(57,889) $
Total
243,192
84
2,236
(731)
(3,620)
37,045
278,206
120
2,636
(767)
(4,536)
45,429
321,088
113
3,182
(1,274)
(4,554)
74,549
393,104
The accompanying notes are an integral part of these consolidated financial statements.
40
Table of Contents
United States Lime & Minerals, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
Amortization of deferred financing costs
Deferred income taxes
Loss (gain) on disposition of property, plant and equipment
Stock-based compensation
Changes in operating assets and liabilities:
Trade receivables, net
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
Acquisition of a business, net of cash acquired
Proceeds from sale of property, plant and equipment
Net cash used in investing activities
FINANCING ACTIVITIES:
Cash dividends paid
Proceeds from exercise of stock options
Purchase of treasury shares
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
2022
2021
$
74,549
$
45,429
$
37,045
23,827
17
(923)
363
3,182
(4,460)
(4,734)
(1,140)
(142)
1,666
54
92,259
(34,250)
—
2,286
(31,964)
(4,554)
113
(1,274)
(5,715)
54,580
133,384
187,964
$
22,199
2
2,527
(312)
2,636
(6,438)
(4,294)
(191)
8
2,701
96
64,363
(26,815)
(5,630)
1,294
(31,151)
(4,536)
120
(767)
(5,183)
28,029
105,355
133,384
$
20,898
6
1,524
10
2,236
(3,736)
94
(999)
(41)
(1,101)
(247)
55,689
(29,914)
—
285
(29,629)
(3,620)
84
(731)
(4,267)
21,793
83,562
105,355
$
The accompanying notes are an integral part of these consolidated financial statements.
41
Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
(1) Summary of Significant Accounting Policies
(a) Organization and Presentation
United States Lime & Minerals, Inc. (the "Company”) is a manufacturer of lime and limestone products, supplying primarily the
construction (including highway, road, and building contractors), industrial (including paper and glass manufacturers), metals
(including steel producers), environmental (including municipal sanitation and water treatment facilities and flue gas treatment
processes), roof shingle manufacturers, oil and gas services, and agriculture (including poultry producers) industries. The Company
is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana,
Missouri, Oklahoma, and Texas through its wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA
Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, Texas Lime Company, U.S. Lime Company, U.S.
Lime Company-Shreveport, U.S. Lime Company-St. Clair, and U.S. Lime Company-Transportation. In addition, the Company, through
its wholly owned subsidiary, U.S. Lime Company-O & G, LLC, has royalty and non-operated working interests in natural gas wells
located in Johnson County, Texas, in the Barnett Shale Formation.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and
transactions have been eliminated.
(c) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
("US GAAP”) requires management to make estimates and judgments that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates and judgments.
(d) Statements of Cash Flows
For purposes of reporting cash flows, the Company considers all bank deposits and highly liquid debt instruments, such as United
States Treasury bills and notes, with maturities, at the time of purchase, of three months or less to be cash equivalents. Cash
equivalents are carried at cost plus accrued interest, which approximates fair market value. Supplemental cash flow information is
presented below:
Years Ended December 31,
2022
2021
2023
Cash paid during the year for:
Interest
Income taxes
(e) Revenue Recognition
$
$
196
17,994
$
$
113
7,827
$
$
151
9,483
The Company recognizes revenue for its Lime and Limestone Operations when (i) a contract with the customer exists and the
performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied,
which is at a point in time, generally upon shipment. Revenues include external freight billed to customers with related costs
accounted for as fulfillment costs and included in cost of revenues. The Company’s returns and allowances are minimal. External
freight billed to customers
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Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
included in revenues was $46,270, $44,233, and $34,307 for 2023, 2022, and 2021, respectively, which approximates the amount of
external freight included in cost of revenues. Sales taxes billed to customers are not included in revenues. For its natural gas
interests, the Company recognizes revenue in the month of production and delivery.
The Company operates its Lime and Limestone Operations within a single geographic region and derives all revenues from that
segment from the sale of lime and limestone products. See Note 9 for disaggregation of revenues by the Lime and Limestone
Operations segment and Other, which the Company believes best depicts how the nature, amount, timing, and uncertainty of revenue
and cash flows are affected by economic factors.
(f) Fair Values of Financial Instruments
Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.” The carrying values of cash and cash equivalents, trade receivables, other
current assets, accounts payable, and accrued expenses approximate fair value due to the short maturities of these instruments.
(g) Concentration of Credit Risk and Trade Receivables
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash
equivalents and trade receivables. The Company places its cash and cash equivalents with high-credit quality financial institutions
and in highly rated commercial paper or United States Treasury bills and notes with maturities, at the time of purchase, of three
months or less. The Company’s cash and cash equivalents at commercial banking institutions normally exceed federally insured
limits.
The majority of the Company’s trade receivables are unsecured. Payment terms for all trade receivables are based on the underlying
purchase orders, contracts, or purchase agreements, and are generally fixed, short-term, and do not contain a significant financing
component. The Company estimates credit losses relating to trade receivables based on an assessment of the current and forecasted
probability of collection, historical trends, economic conditions, and other significant events that may impact the collectability of
accounts receivables. Due to the relatively homogenous nature of its trade receivables, the Company does not believe there is any
meaningful asset-specific differences within its accounts receivable portfolio that would require the portfolio to be grouped below the
consolidated level for review of credit losses. Credit losses relating to trade receivables have generally been within management
expectations and historical trends. Uncollected trade receivables are charged-off when identified by management to be
unrecoverable. Trade receivables are presented net of the related estimated credit losses, which totaled $575 and $550 at
December 31, 2023 and 2022, respectively. Additions, adjustments for expected credit loss factors, and write-offs to the Company’s
estimated credit losses during the years ended December 31 were as follows:
Beginning balance
Additions
Adjustments for expected credit loss factors
Write-offs
Ending balance
2023
2022
$
$
550
49
—
(24)
575
$
$
450
108
—
(8)
550
43
Table of Contents
(h) Inventories
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
Inventories are valued principally at the lower of cost, determined using the average cost method, or net realizable value. Costs for
raw materials and finished goods include materials, labor, and production overhead. A summary of inventories is as follows:
Lime and limestone inventories:
Raw materials
Finished goods
Parts inventories
(i) Property, Plant and Equipment
December 31,
2023
2022
$
$
7,834
3,107
10,941
13,372
24,313
$
$
5,506
2,951
8,457
11,122
19,579
For major constructed assets, the capitalized cost includes the price paid by the Company for labor and materials plus interest and
internal and external project management costs that are directly related to the constructed assets. Machinery and equipment at
December 31, 2023 and 2022 included $6,001 and $6,534, respectively, of construction in progress for various capital projects. No
interest costs were capitalized for the years ended December 31, 2023 and 2022. At December 31, 2023 and 2022, accounts payable
and accrued expenses included $1,196 and $1,079, respectively, of capitalized costs. Selling, general, and administrative expenses
included depreciation expense of $294, $278, and $268 in 2023, 2022, and 2021, respectively. Depreciation of property, plant and
equipment is being provided for by the straight-line method over estimated useful lives as follows:
Buildings and building and leasehold improvements
Machinery and equipment
Furniture and fixtures
Automotive equipment
3 - 25 years
2 - 30 years
3 - 10 years
3 - 10 years
Maintenance and repairs are charged to expense as incurred; renewals and betterments are capitalized. When units of property are
retired or otherwise disposed of, their cost and related accumulated depreciation are removed from the accounts, and any resulting
gain or loss is credited or charged to income.
The Company expenses all exploration costs as incurred, as well as costs incurred at an operating quarry or mine, other than capital
expenditures and inventory. Costs to acquire mineral reserves are capitalized upon acquisition. Development costs incurred to
develop new mineral reserves, to expand the capacity of a quarry or mine, or to develop quarry or mine areas substantially in advance
of current production are capitalized once proven and probable reserves exist and can be economically produced. For each quarry or
mine, capitalized costs to acquire and develop mineral reserves are depleted using the units-of-production method based on the
proven and probable reserves for such quarry or mine.
The Company reviews its long-lived assets for impairment and, when events or circumstances indicate the carrying amount of an
asset may not be recoverable, the Company determines if impairment of value exists. If the estimated undiscounted future net cash
flows are less than the carrying amount of the asset, an impairment exists, and an impairment loss must be calculated and recorded. If
an impairment exists, the impairment loss is calculated based on the excess of the carrying amount of the asset over the asset’s fair
value. Any impairment
44
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United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
loss is treated as a permanent reduction in the carrying value of the asset. The Company had no impairments in the years presented
in the financial statements.
(j) Asset Retirement Obligations
The Company recognizes legal obligations for reclamation and remediation associated with the retirement of long-lived assets at their
fair value at the time the obligations are incurred ("AROs”). Over time, the liability for AROs is recorded at its present value each
period through accretion expense, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of
the liability, the Company either settles the AROs for the recorded amount or recognizes a gain or loss. The Company’s AROs of
$1,548 and $1,556 as of December 31, 2023 and 2022, respectively, are included in Other liabilities and Accrued expenses on the
Company’s Consolidated Balance Sheets. As of December 31, 2023, assets, net of accumulated depreciation, associated with the
Company’s AROs totaled $603. During 2023 and 2022, the Company spent $36 and $24, respectively, on its AROs, and recognized
accretion expense of $99, $97, and $92 in 2023, 2022 and 2021, respectively, on its AROs.
The AROs were estimated based on studies and the Company’s process knowledge and estimates and are discounted using a credit
adjusted risk-free interest rate. The AROs are adjusted when further information warrants an adjustment. The Company estimates
annual expenditures of approximately $100 per year in years 2024 through 2028 relating to its AROs.
(k) Accrued Expenses
Accrued expenses consist of the following:
Personnel related expenses
Income taxes
Other taxes
Utilities
Other
(l) Environmental Expenditures
December 31,
2023
2022
$
$
4,073
2,010
1,112
944
366
8,505
$
$
2,970
237
1,208
1,207
779
6,401
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.
Liabilities are recorded at their present value when environmental assessments and/or remedial efforts are probable, and the costs can
be reasonably estimated. Generally, the timing of these accruals will coincide with completion of a feasibility study or the Company’s
commitment to a formal plan of action.
The Company incurred capital expenditures related to environmental matters of $1,456 in 2023, $779 in 2022, and $665 in 2021.
45
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United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
(m) Income and Dividends Per Share of Common Stock
The following table sets forth the computation of basic and diluted income per common share:
Net income for basic and diluted income per common share
Weighted-average shares for basic income per common share
Effect of dilutive securities:
Employee and director stock options(1)
Adjusted weighted-average shares and assumed exercises for diluted
income per common share
Basic net income per common share
Diluted net income per common share
Years Ended December 31,
2022
2023
$
$
$
74,549
5,692,391
14,285
5,706,676
13.10
13.06
$
$
$
45,429
5,671,960
8,449
5,680,409
8.01
8.00
$
$
$
2021
37,045
5,656,367
11,992
5,668,359
6.55
6.54
(1) Excludes 1,875, 16,125, and 600 stock options in 2023, 2022, and 2021, respectively, as antidilutive because the exercise price
exceeded the average per share market price for the periods presented.
The Company paid $0.80, $0.80, and $0.64 of cash dividends per share of common stock in 2023, 2022, and 2021, respectively.
(n) Stock-Based Compensation
The Company expenses all stock-based payments to employees and directors, including grants of stock options and restricted stock,
in the Company’s Consolidated Statements of Income based on their fair values. Compensation cost is recognized on a straight-line
basis over the vesting period.
(o) Income Taxes
The Company utilizes the asset and liability approach in its reporting for income taxes. Deferred income tax assets and liabilities are
computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not
to be realized. Income tax related interest and penalties are included in income tax expense.
The Company also assesses individual tax positions to determine if they meet the criteria for some or all of the benefits of that
position to be recognized in the Company’s financial statements. The Company only recognizes tax positions that meet the more-
likely-than-not recognition threshold.
(p)
New Accounting Pronouncements
Segment Reporting – In November 2023, the Financial Accounting Standards Board (the "FASB”) issued guidance that expands
segment disclosures for public entities, including requiring disclosure of significant segment expenses that are regularly provided to
the chief operating decision maker ("CODM”), the title and position of the CODM and an explanation of how the CODM uses
reported measures of segment profit or loss in assessing segment performance and allocating resources. The new guidance also
expands disclosures about a reportable segment’s profit or loss and assets in interim periods and clarifies that a public entity may
report
46
Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
additional measures of segment profit if the CODM uses more than one measure of a segment’s profit or loss. The new guidance
does not remove existing segment disclosure requirements or change how a public entity identifies its operating segments,
aggregates those operating segments, or determines its reportable segments. The guidance is effective for fiscal years beginning
after December 15, 2023, and subsequent interim periods with early adoption permitted, and requires retrospective application to all
prior periods presented in the financial statements. The Company is currently evaluating the impact this new guidance will have on
its financial statements and disclosures.
Improvements to Income Tax Disclosures – In December 2023, the FASB issued guidance that expands income tax disclosures for
public entities, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The
guidance is effective for annual disclosures for fiscal years beginning after December 15, 2024, with early adoption permitted. The
guidance should be applied on a prospective basis, with retrospective application to all prior periods presented in the financial
statements permitted. The Company is currently evaluating the impact this new guidance will have on it financial statements and
disclosures.
(2) Banking Facilities and Debt
The Company’s credit agreement with Wells Fargo Bank, N.A. (the "Lender”), as amended as of August 3, 2023, provides for a
$75,000 revolving credit facility (the "Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50,000
on the same terms, subject to approval by the Lender or another lender selected by the Company. The credit agreement also provides for a
$10,000 letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on August 3, 2028.
Interest rates on the Revolving Facility are, at the Company’s option, SOFR, plus a SOFR adjustment rate of 0.10%, plus a margin of
1.000% to 2.000%, or the Lender’s Prime Rate, plus a margin of 0.000% to 1.000%, and a commitment fee range of 0.225% to 0.350% on the
undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in
accordance with a pricing grid based upon the Company’s Cash Flow Leverage Ratio, defined as the ratio of the Company’s total funded
senior indebtedness to earnings before interest, taxes, depreciation, depletion, amortization, and stock-based compensation expense
("EBITDA”) for the 12 months ended on the last day of the most recent calendar quarter, plus pro forma EBITDA from any businesses
acquired during the period. Pursuant to a security agreement, dated August 25, 2004, the Revolving Facility is secured by the Company’s
existing and hereafter acquired tangible assets, intangible assets, and real property. The maturity of the Revolving Facility and any
incremental loans can be accelerated if any event of default, as defined under the credit agreement, occurs. The Company’s maximum Cash
Flow Leverage Ratio is 3.50 to 1.
The Company may pay dividends so long as it remains in compliance with the provisions of the Company’s credit agreement, and
may purchase, redeem, or otherwise acquire shares of its common stock so long as its pro forma Cash Flow Leverage Ratio is less than 3.00 to
1.00 and no default or event of default exists or would exist after giving effect to such stock repurchase.
The Company had no debt outstanding at December 31, 2023 or 2022. The Company had $541 of letters of credit issued at December
31, 2023, which count as draws against the available commitment under the Revolving Facility.
47
Table of Contents
(3) Leases
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
The Company has operating leases for the use of equipment, corporate office space, and some of its terminal and distribution
facilities. The leases have remaining lease terms of 0 to 7 years, with a weighted-average remaining lease term of 4 years at December 31, 2023.
Some operating leases include options to extend the leases for up to 5 years. The Company’s lease calculations include the impact of options
to extend when it is reasonably certain the Company will exercise the option. The Company used a weighted-average discount rate of 6.2%
and 3.0% for leases entered into during 2023 and 2022, respectively. The components of net operating lease costs for 2023, 2022, and 2021
were as follows (in thousands):
Operating lease costs(1)
Operating lease costs(1)
Rental revenues
Rental revenues
Net operating lease costs
Classification
Cost of revenues
Selling, general and administrative expenses
Revenues
Other (income) expense, net
Year Ended December 31,
2023
2022
2021
$
$
3,090
216
(470)
(91)
2,745
$
$
2,374
275
(419)
(70)
2,160
$
$
1,552
243
(137)
(89)
1,569
(1) Includes the costs of leases with a term of one year or less.
As of December 31, 2023, 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
2025
2026
2027
2028
Thereafter
Total future minimum lease payments
Less imputed interest
Present value of lease liabilities
$
$
1,721
1,386
1,337
924
404
100
5,872
(371)
5,501
Supplemental cash flow information pertaining to the Company’s leasing activity for the years ended December 31, 2023, 2022 and
2021 was as follows (in thousands):
Cash payments for lease liabilities included in operating cash flows
Right-of-use assets obtained in exchange for operating lease obligations
Year Ended December 31,
2022
2021
2023
$
$
1,641
1,286
$
$
1,660
3,456
$
$
1,420
2,377
48
Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
(4) Income Taxes
Income tax expense (benefit) for the years ended December 31 was as follows:
Current income tax expense
Deferred income tax (benefit) expense
Income tax expense
2023
19,736
(923)
18,813
$
$
$
$
2022
2021
8,606
2,527
11,133
$
$
7,949
1,524
9,473
A reconciliation of income taxes computed at the federal statutory rate to income tax expense for the years ended December 31 is as
follows:
2023
2022
2021
Income taxes computed at the federal statutory rate
(Reduction) increase in taxes resulting from:
Statutory depletion in excess of basis
State income taxes, net of federal income tax benefit
Disallowed executive compensation
Stock-based compensation
Other
Income tax expense
Percent of
Pretax
Amount
$
19,606
Income Amount
21.0 % $
11,878
Percent of
Pretax
Percent of
Pretax
Income Amount Income
21.0 % $
9,769
21.0 %
(2,172)
1,144
818
(218)
(365)
18,813
$
(2.3)
1.2
0.9
(0.2)
(0.4)
20.2 % $
(1,869)
557
493
33
41
11,133
(3.3)
1.0
0.9
—
0.1
19.7 % $
(1,389)
462
456
(35)
210
9,473
(3.0)
1.0
1.0
(0.1)
0.5
20.4 %
Components of the Company’s deferred tax liabilities and assets are as follows:
Deferred tax liabilities
Lime and limestone property, plant and equipment
Operating lease right-of-use assets
Natural gas interests drilling costs and equipment
Deferred tax assets
Operating lease liabilities
Other
Deferred tax liabilities, net
49
December 31, December 31,
2023
2022
$
$
25,120
1,195
87
26,402
1,247
496
1,743
24,659
$
$
25,703
1,238
259
27,200
1,276
342
1,618
25,582
Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
Current income taxes are classified on the Company’s Consolidated Balance Sheets as follows:
Prepaid expenses and other current assets
Accrued expenses
December 31,
December 31,
2023
2022
$
$
— $
$
2,010
—
237
The Company had no federal net operating loss carry forwards at December 31, 2023. The Company reduces deferred tax assets by a
valuation allowance if, based on the weight of available evidence, it is "more likely than not” that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets are considered fully recognizable because of the Company’s recent income history and expectations of
income in the future. The Company’s federal income tax returns for the year ended December 31, 2020 and subsequent years remain subject to
examination. The Company’s income tax returns in certain state income tax jurisdictions remain subject to examination for various periods for
the year ended December 31, 2019 and subsequent years. The Company treats interest and penalties on income tax liabilities as income tax
expense.
(5) Employee Retirement Plans
The Company has a contributory retirement (401(k)) savings plans for non-union employees and for union employees of Arkansas
Lime Company, Carthage, and Texas Lime Company. Company contributions to these plans were $329, $311 and $322 in 2023, 2022 and 2021,
respectively.
(6) Stock-Based Compensation
The Company has a long-term incentive plan, the Amended and Restated 2001 Long-Term Incentive Plan (the "Plan”). The Plan
provides for stock options, restricted stock, and dollar-denominated cash awards, including performance-based awards. In addition to stock
options, restricted stock, and cash awards, the Plan provides for the grant of stock appreciation rights, deferred stock, and other stock-based
awards to directors, officers, employees, and consultants.
The number of shares of common stock that may be subject to outstanding awards granted under the Plan (determined immediately
after the grant of any award) may not exceed 874,589 from the inception of the Plan. In addition, no individual may receive awards in any one
calendar year of more than 100,000 shares of common stock. Stock options granted under the Plan expire ten years from the date of grant and
generally become exercisable, or vest, immediately. Restricted stock generally vests over periods of one-half to three years. Upon the exercise
of stock options, the Company issues common stock from its non-issued authorized or treasury shares that have been reserved for issuance
pursuant to the Plan. Forfeitures are recognized in the period they occur. At December 31, 2023, the number of shares of common stock
remaining available for future grants of stock options, restricted stock, or other forms of stock-based compensation under the Plan was 34,106.
The Company recorded $3,182, $2,636, and $2,236 for stock-based compensation expense related to stock options and shares of
restricted stock for 2023, 2022, and 2021, respectively. The amounts included in cost of revenues were $248, $211, and $197 and in selling,
general and administrative expense were $2,934, $2,425, and $2,039, for 2023, 2022, and 2021, respectively.
50
Table of Contents
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
A summary of the Company’s stock option and restricted stock activity and related information for the year ended December 31, 2023
and certain other information for the years ended December 31, 2023, 2022, and 2021 are as follows:
Outstanding (stock options); non-vested (restricted stock) at
December 31, 2022
Granted
Exercised (stock options); vested (restricted stock)
Forfeited
Outstanding (stock options); non-vested (restricted stock) at
December 31, 2023
Exercisable at December 31, 2023
Weighted-average fair value of stock options granted during the year
Weighted-average remaining contractual life for stock options in years
Total fair value of stock options vested during the year
Total intrinsic value of stock options exercised during the year
Total fair value of restricted stock vested during the year
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
Stock
Options
Weighted-
Average
Restricted Grant-Date
Fair Value
Stock
$
54,000
9,900
(17,400)
$
100.58
214.75
94.55
—
—
46,500
36,500
$
$
127.15
105.01
$
$
2,170
154
1,589
—
4,799
4,575
$
$
18,869
18,870
(19,374)
(118)
18,247
n/a
132.73
204.17
137.43
136.86
201.59
n/a
2023
2022
2021
$
$
$
$
84.30
6.85
434
1,589
2,663
$
$
$
$
49.76
6.87
287
157
2,235
$
$
$
$
42.10
6.85
321
647
2,096
There were 10,000 non-vested stock options at December 31, 2023, and the weighted-average remaining contractual life of the
outstanding and exercisable stock options at such date was 6.85 years. The total compensation cost not yet recognized for restricted stock at
December 31, 2023 was $3,656, which will be recognized over the weighted average of 1.17 years.
The fair value for the stock options was estimated at the date of grant using a lattice-based option valuation model, with the
following weighted-average assumptions for the 2023, 2022, and 2021 grants: risk-free interest rates of 3.41% to 3.84% (weighted average
3.74%) in 2023, 2.92% to 3.94% (weighted average 3.74%) in 2022, and 0.86% to 1.26% (weighted average 1.19%) in 2021; a dividend yield of
0.35% to 0.48% (weighted average 0.39%) in 2023, 0.57% to 0.73% (weighted average 0.62%) in 2022, and 0.46% to 0.50% (weighted average
0.49%) in 2021; and a volatility factor of .389 to .400 (weighted average .397) in 2023, .374 to .385 (weighted average .382) in 2022, and .366 to
.373 (weighted average .371) in 2021, based on the daily per-share closing prices for five years preceding the date of issuance. In addition, the
fair value of these options was estimated based on an expected life of five years. The fair value of restricted stock is based on the closing per-
share price of the Company’s common stock on the date of grant.
(7) Share Repurchases
During 2023, pursuant to provisions in the Plan that allow employees and directors to pay the tax withholding liability upon the lapse
of restrictions on restricted stock in either cash and/or delivery of shares of the Company’s common stock, the Company repurchased 5,564
shares at a weighted-average price of $229.04 per share.
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United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
(8) Commitments and Contingencies
The Company is party to lawsuits and claims arising in the normal course of business, none of which, in the opinion of management,
is expected to have a material adverse effect on the Company’s financial condition, results of operations, cash flows, or competitive position.
The Company is not contractually committed to any planned capital expenditures until actual orders are placed for equipment or
services. At December 31, 2023, the Company had $1,196 for open equipment and construction contracts.
(9) Reportable Segment
The Company has identified one reportable segment based on the distinctness of the Company’s activities and products: lime and
limestone operations. All operations are in the United States. In evaluating the operating results of the Company, management primarily
reviews revenues, gross profit and operating profit from the lime and limestone operations. Operating profit from its lime and limestone
operations includes all of the Company’s selling, general and administrative costs. The Company does not allocate interest income and
expense and other expense to its lime and limestone operations. Other identifiable assets includes assets related to the Company’s natural gas
interests, unallocated corporate assets, and cash items.
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United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2023, 2022 and 2021
Operating results and certain other financial data for the years ended December 31, 2023, 2022, and 2021 for the Company’s Lime and
Limestone Operations segment and Other are as follows:
Revenues
Lime and limestone operations
Other
Total revenues
Depreciation, depletion and amortization
Lime and limestone operations
Other
Total depreciation, depletion and amortization
Gross profit (loss)
Lime and limestone operations
Other
Total gross profit
Operating profit (loss)
Lime and limestone operations
Other
Total operating profit
Identifiable assets, at period end
Lime and limestone operations
Other
Total identifiable assets
Capital expenditures
Lime and limestone operations
Other
Total capital expenditures
2023
280,202 $
1,128
281,330 $
2022
233,421 $
2,729
236,150 $
2021
187,365
1,890
189,255
22,980 $
553
23,533 $
102,905 $
(38)
102,867 $
85,474 $
(52)
85,422 $
21,368 $
553
21,921 $
68,951 $
1,391
70,342 $
53,404 $
1,379
54,783 $
20,052
578
20,630
58,651
609
59,260
45,835
582
46,417
247,148 $
193,454
440,602 $
228,984 $
138,788
367,772 $
204,815
111,381
316,196
34,250 $
—
34,250 $
26,815 $
—
26,815 $
29,914
—
29,914
$
$
$
$
$
$
$
$
$
$
$
$
(10) Subsequent Events
On February 2, 2024, the Company declared an increased regular quarterly cash dividend of $0.25 per share on the Company’s
common stock. This dividend is payable on March 15, 2024 to shareholders of record at the close of business on February 23, 2024.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures. The Company’s management, with the participation of the Company’s Chief
Executive Officer ("CEO”) and Chief Financial Officer ("CFO”), evaluated the effectiveness of the Company’s disclosure controls and
procedures as of the end of the period covered by this Report on Form 10-K. Based on that evaluation, the CEO and CFO concluded that the
Company’s disclosure controls and procedures as of the end of the period covered by this Report were effective.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.
The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s CEO and CFO to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for
external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal
control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Additionally, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2023, management assessed the effectiveness of the Company’s internal control over financial reporting based
on the criteria for effective internal control over financial reporting established in the 2013 "Internal Control-Integrated Framework,” issued by
the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO criteria”). Based on the assessment, management
determined that the Company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO
criteria.
Grant Thornton LLP, the Company’s independent registered public accounting firm, has issued an audit report on the effectiveness
of the Company’s internal control over financial reporting, which appears elsewhere in this Report on Form 10-K.
Changes in internal control over financial reporting. No change in the Company’s internal control over financial reporting
occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Billy R. Hughes, one of the Company’s valued and long-standing directors, has passed away. On February 29, 2024 the Company’s
Board of Directors (the "Board”) amended and restated the Company’s Bylaws to decrease the size of the Board from six to five directors.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
PART III
The information appearing under "Election of Directors,” "Information About Our Nominees for Director,” "Information About Our
Executive Officers Who Are Not Directors,” and "Corporate Governance” in the definitive Proxy Statement for the Company’s 2024 Annual
Meeting of Shareholders (the "2024 Proxy Statement”) is hereby incorporated by reference in answer to this Item 10. The Company anticipates
that it will file the 2024 Proxy Statement with the SEC on or before April 29, 2024.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under "Executive Compensation” and "Compensation of Directors” in the 2024 Proxy Statement is hereby
incorporated by reference in answer to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information appearing under "Voting Securities and Principal Shareholder,” "Shareholdings of Company Directors and Executive
Officers,” and "Executive Compensation” in the 2024 Proxy Statement is hereby incorporated by reference in answer to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information appearing under "Voting Securities and Principal Shareholder” and "Corporate Governance” in the 2024 Proxy
Statement is hereby incorporated by reference in answer to this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information appearing under "Independent Auditors” in the 2024 Proxy Statement is hereby incorporated by reference in answer
to this Item 14.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
1. The following financial statements are included in Item 8:
PART IV
Reports of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022;
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021;
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and
2021;
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021; and
Notes to Consolidated Financial Statements.
2. All financial statement schedules are omitted because they are not applicable or are immaterial or the required information is
presented in the consolidated financial statements or the related notes.
(b)
Exhibits
The Exhibit Index set forth below is incorporated by reference in response to this Item.
EXHIBIT INDEX
3.1 Articles of Amendment to the Restated Articles of Incorporation, as Amended, of United States Lime & Minerals, Inc., dated
as of May 4, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 4, 2021,
File Number 000-04197).
3.2
Restated Articles of Incorporation, as Amended, of United States Lime & Minerals, Inc. (incorporated by reference to
Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File Number 000-04197).
3.3 Amended and Restated Bylaws of United States Lime & Minerals, Inc. as of February 29, 2024.
4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended.
10.1.1
10.1.2
Form of stock option grant agreement under the United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan, as
Amended and Restated (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2006, File Number 000-04197).
Form of restricted stock grant agreement under the United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan, as
Amended and Restated (incorporated by reference to Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2006, File Number 000-04197).
10.1.3 United States Lime & Minerals, Inc. 2001 Long-Term Incentive Plan, as Amended and Restated (incorporated by reference to
Exhibit A to the Company’s definitive Proxy Statement for its Annual Meeting of Shareholders held on May 3, 2019, File
Number 000-04197).
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10.2
10.3
10.4
Employment Agreement effective as of January 1, 2020 between United States Lime & Minerals, Inc. and Timothy W. Byrne,
including Cash Performance Bonus Award Agreement dated as of January 1, 2020 between United States Lime and Minerals,
Inc. and Timothy W. Byrne, set forth as Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, File Number 000-04197).
Tenth Amendment to the Credit Agreement dated as of August 3, 2023 among United States Lime & Minerals, Inc., each
lender from time to time a party thereto, and Wells Fargo, N.A., as administrative agent (incorporated by reference to Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2023, File Number 000-4197).
Security Agreement dated as of August 25, 2004 among United States Lime & Minerals, Inc., Arkansas Lime Company,
Colorado Lime Company, Texas Lime Company and U. S. Lime Company-Houston, in favor of Wells Fargo Bank, N. A., as
Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated
August 31, 2004, File Number 000-4197).
21.1
Subsidiaries of the Company.
23.1
Consent of Independent Registered Public Accounting Firm.
23.2
Consent of Qualified Person.
31.1
Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer.
31.2
Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer.
32.1
Section 1350 Certification by Chief Executive Officer.
32.2
Section 1350 Certification by Chief Financial Officer.
95.1 Mine Safety Disclosures.
96.1
96.2
96.3
96.4
Technical Report Summary on Texas Lime Company Limestone Operation, Johnson County, Texas, USA, effective December
31, 2023, with a report date of February 20, 2024.
Technical Report Summary on Arkansas Lime Company Limestone Operation, Independence County, Arkansas, USA
effective December 31, 2023, with a report date of February 20, 2024.
Technical Report Summary on ACT Holdings Company Limestone Operation, Izzard County, Arkansas, USA, effective
December 31, 2023, with a report date of February 20, 2024.
Technical Report Summary on U.S. Lime Company-St. Clair Limestone Operation, Sequoyah County, Oklahoma, USA,
effective December 31, 2023, with a report date of February 20, 2024.
97 United States Lime & Minerals, Inc Compensation Recovery Policy dated November 15, 2023.
101
Interactive Data Files (formatted as Inline XBRL).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Exhibits 10.1.1 through 10.2 are management contracts or compensatory plans or arrangements required to be filed as exhibits.
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ITEM 16. FORM 10-K SUMMARY.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITED STATES LIME & MINERALS, INC.
Date: February 29, 2024
By:
/s/ Timothy W. Byrne
Timothy W. Byrne,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Date: February 29, 2024
Date: February 29, 2024
Date: February 29, 2024
Date: February 29, 2024
Date: February 29, 2024
Date: February 29, 2024
/s/ Timothy W. Byrne
Timothy W. Byrne,
President, Chief Executive Officer, and Director (Principal
Executive Officer)
/s/ Michael L. Wiedemer
Michael L. Wiedemer,
Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Antoine M. Doumet
Antoine M. Doumet,
Director and Chairman of the Board
/s/ Richard W. Cardin
Richard W. Cardin,
Director
/s/ Sandra C. Duhé
Sandra C Duhé,
Director
/s/ Tom S. Hawkins
Tom S. Hawkins,
Director
By:
By:
By:
By:
By:
By:
59
AMENDED AND RESTATED AS OF FEBRUARY 29, 2024
BYLAWS
OF
UNITED STATES LIME & MINERALS, INC.
ARTICLE ONE
OFFICES
EXHIBIT 3.3
The Corporation may have, in addition to its registered office in the State of Texas, such other offices and places of business at such locations, both
within and without the State of Texas, as the Board of Directors may from time to time determine or the business and affairs of the Corporation may require.
ARTICLE TWO
SHAREHOLDERS’ MEETINGS
Section 1. Annual Meetings. An annual meeting of the shareholders shall be held each year on a date and at a time designated by the Board of
Directors. At the meeting, the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, the Restated
Articles of Incorporation or these Bylaws, may be called by the Chairman of the Board, the President, the Board of Directors or the holders of at least ten (10)
percent of all the shares entitled to vote at the proposed special meeting, unless the Restated Articles of Incorporation provide for a number of shares greater
than or less than ten (10) percent, but not greater than fifty (50) percent, in which event special meetings of the shareholders may be called by the holders of at
least the percentage of shares so specified in the Restated Articles of Incorporation. Only business within the purpose or purposes described in the notice of
special meeting of shareholders may be conducted at the meeting.
Section 3. Place of Meetings. Meetings of the shareholders shall be held at such places, within or without the state of Texas, as may from time to time
be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 4. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.
Section 5. Notice of Meetings. Written or printed notice stating the place, day and hour of each meeting of the shareholders and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, reliable overnight or same-day courier or any mode of electronic transmission consented to by the shareholder, by or at
the direction of the President, the Secretary or the body, officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting. A
consent to receive notice by electronic transmission may be revoked by the shareholder by giving written notice to the Corporation. If the Corporation is
unable to deliver by electronic transmission two consecutive notices and the Secretary, Assistant Secretary, or the transfer agent of the Corporation or
another person responsible for delivering the notice on behalf of the Corporation knows that two consecutive deliveries of notice by electronic transmission
were unsuccessful, the shareholder’s consent is deemed revoked. Notice shall be deemed to have been given at the time when delivered personally or by
reliable overnight or same-day courier or deposited in the mail or if sent by electronic communication when transmitted by facsimile number provided by the
shareholder for the purpose of receiving notice, transmitted to an electronic mail address provided by the shareholder for the purpose of receiving notice,
posted on an electronic network and a message has been sent to the shareholder at the address provided by the shareholder for purpose of alerting the
shareholder of a posting, or communicated to the shareholder by any other mode of electronic transmission consented to by the shareholder.
An affidavit of the mailing or other means of giving any notice of any meeting of the shareholders, executed by the Secretary, Assistant Secretary or
the transfer agent of the Corporation or another person responsible for delivering the notice on behalf of the Corporation giving the notice, shall be prima
facie evidence of the giving of such notice.
Section 6. Quorum of Shareholders. The holders of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall
be requisite to and shall constitute a quorum at each meeting of the shareholders for the transaction of business, except as otherwise provided by statute, the
Restated Articles of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the the shareholders,
either (i) the chairman of the meeting or (ii) the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally
convened. When a quorum is present at any meeting, the vote of the holders of a majority of the shares entitled to vote, and present in person or represented
by proxy, shall be the act of the meeting, unless the vote of a greater number is required by statute, the Restated Articles of Incorporation or these Bylaws, in
which case the vote of such greater number shall be requisite to constitute the act of the meeting. The shareholders present or represented at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 7. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting
of the shareholders, except as and to the extent otherwise provided by statute or by the Restated Articles of Incorporation. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such shareholder or by
his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Proxies
coupled with an interest include the appointment as proxy of: (i) a pledgee; (ii) a person who purchased or agreed to purchase, or owns or holds an option to
purchase, the shares; (iii) a creditor of the Corporation who extended it credit under terms requiring the appointment; (iv) an employee of the Corporation
whose employment contract requires the appointment; or (v) a party to a voting trust or agreement created under Title 1. Chapter 6. Subchapter F. of the Texas
Business Organizations Code. Each proxy shall be filed with the Secretary prior to or at the time of the meeting.
Section 8. Action Without a Meeting. Any action required to be taken at any annual or special meeting of the shareholders of the Corporation, or any
action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter thereof.
Section 9. Telephone Meetings. Subject to the provisions of any statute and these Bylaws regarding notice of meetings, shareholders may, unless
otherwise restricted by the Restated Articles of Incorporation or these Bylaws, participate in and hold a meeting by using conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting was not lawfully called or convened.
ARTICLE THREE
BOARD OF DIRECTORS
Section 1. Management of the Corporation. The business and affairs of the Corporation shall be managed by its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Restated Articles of Incorporation or these Bylaws
directed or required to be exercised or done by the shareholders.
Section 2. Number and Qualifications. The Board of Directors shall consist of five (5) directors, which number may be increased or decreased from
time to time by amendment to these Bylaws; provided, however, that at no time shall the number of directors be less than one (1), and no decrease shall have
the effect of shortening the term of any incumbent director. None of the directors need be shareholders of the Corporation or residents of the State of Texas.
Section 3. Election and Term of Office. At each annual meeting of the shareholders, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. At each election, the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office
for the term for which he is elected and until his successor shall have been duly elected and qualified or until his earlier death, resignation, retirement,
disqualification or removal.
Section 4. Removal: Filling of Vacancies. Any or all of the directors may be removed, either for or without cause, at any meeting of the shareholders
called expressly for that purpose, by the affirmative vote, in person or by proxy, of the holders of a majority of the shares then entitled to vote in an election of
directors. Any vacancy occurring in the Board of Directors, resulting from the death, resignation, retirement, disqualification or removal from office of any
director, or otherwise than as the result of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board, or may be filled by election at any annual or special meeting of the shareholders called for that purpose. A director
elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of any increase in the number
of directors may be filled by the Board of Directors for a term of office continuing only until the next election of one (1) or more directors by the shareholders,
or may be filled by election at any annual or specia1 meeting of the shareholders called for that purpose; provided, however, that the Board of Directors may
not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.
Section 5. Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the State of Texas.
Section 6. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held for the purpose of organization and the
transaction of any other business, without notice, immediately following the annual meeting of the shareholders, and at the same place, unless by unanimous
consent of the directors then elected and serving such time or place shall be changed.
Section 7. Regular Meetings. Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and
places as may be fixed from time to time by resolution adopted by the Board and communicated to all directors. Except as otherwise provided by statute, the
Restated Articles of Incorporation or these Bylaws, any and all business may be transacted at any regular meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on twenty-four
(24) hours’ notice to each director, either personally or by mail or by email or fax. Special meetings shall be called by the President or the Secretary in like
manner and on like notice on the written request of two (2) directors. Except as may be otherwise expressly provided by statute, the Restated Articles of
Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 9. Quorum and Manner of Acting. At all meetings of the Board of Directors the presence of a majority of the number of directors fixed by or
in the manner provided by these Bylaws shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise
provided by statute, the Restated Articles of Incorporation or these Bylaws. The act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, the Restated Articles of Incorporation or these
Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present. At any such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally
convened.
Section 10. Action Without a Meeting. Unless otherwise restricted by the Restated Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. An
electronic transmission by a director, consenting to an action to be taken and transmitted by a director, is considered written, signed and dated if the
transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the director and
the date on which the director transmitted the transmission.
Section 11. Telephone Meetings. Subject to the provisions of any statute and these Bylaws regarding notice of meetings, members of the Board of
Directors or members of any committee designated by the Board may, unless
otherwise restricted by the Restated Articles of Incorporation or these Bylaws, participate in and hold a meeting of the Board or committee by using
conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 12. Interested Directors and Officers. No contract or transaction between the Corporation and one (1) or more of its directors or officers or
between the Corporation and any other Corporation, partnership, association, or other organization in which one (1) or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the
Board or committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by
vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a
committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
Section 13. Directors’ Compensation. The Board of Directors shall have authority to determine, from time to time, the amount of compensation, if any,
which shall be paid to its members for their services as directors and as members of standing or special committees. The Board of Directors shall also have
power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special
compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 14. Advisory Directors. The Board of Directors may appoint such number of advisory directors as it shall from time to time determine. Each
advisory director appointed shall hold office for the term for which he is elected or until his earlier death, resignation, retirement or removal by the Board. The
advisory directors may attend and be present at the meetings of the Board, although a meeting of the Board may be held without notice to the advisory
directors and the advisory directors shall not be considered in determining whether a quorum of the Board is present. The advisory directors shall advise and
counsel the Board of Directors on the business and operations of the Corporation as requested by the Board; provided however, that the advisory directors
shall not be entitled to vote on any matter presented to the Board.
Section 15. Directors Emeritus. The Board of Directors may appoint directors emeritus as provided in Article Three Section 14 hereof. All regular
directors who have served as such for not less than ten (10) successive years at the time of the annual meeting of the shareholders next succeeding their
retirement shall be eligible to be appointed as a director emeritus to serve until his death, resignation, retirement or removal by the Board. Directors emeritus
shall be considered as advisory directors.
ARTICLE FOUR
NOTICES
Section 1. Manner of Giving Notice. Whenever under the provisions of any statute, the Restated Articles of Incorporation or these Bylaws, notice is
required to be given to any committee member, director or shareholder of the Corporation, and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be given in writing by mail, postage prepaid, or reliable overnight or same-day
courier, addressed to such member, director or shareholder at his address as it appears on the records or (in the case of a shareholder) the stock transfer
books of the Corporation, or by any mode of electronic transmission consented to by such member, director or shareholder. Any notice required or permitted
to be given by mail shall be deemed to be delivered when the same shall be thus deposited in the United States mail.
Section 2. Waiver of Notice. Whenever any notice is required to be given to any committee member, director or shareholder of the Corporation by
any statute, the Restated Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting of the Board of Directors or a committee shall
constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 3. When Notice Not Required. Any notice required to be given to any shareholder by statute, the Restated Articles of Incorporation or these
Bylaws need not be given to the shareholder if: (i) notice of two (2) consecutive annual meetings and all notices of meetings held during the period between
those annual meetings, if any, or (ii) all but in no event less than two (2) payments (if sent by first class mail) of distributions or interest on securities during a
twelve (12)-month period have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned
undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given
and, if the action taken by the Corporation is reflected in any articles or document filed with the Secretary of State, those articles or that document may state
that notice was duly given to all persons to whom notice was required to be given. If such a person delivers to the Corporation a written notice setting forth
his then-current address, the requirement that notice be given to that person shall be reinstated.
ARTICLE FIVE
EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. The Board of Directors, by resolution adopted by the affirmative vote of a majority of the number of directors
fixed by or in the manner provided by these Bylaws, may designate two (2) or more directors (with such alternates, if any, as may he deemed desirable) to
constitute an Executive Committee, which Executive Committee shall have and may exercise, when the Board is not in session, all the authority and powers of
the Board in the business and affairs of the Corporation, even though such authority and powers be herein provided or directed to be exercised by a
designated officer of the Corporation; provided, however, that the foregoing shall not be construed as authorizing action by the Executive Committee with
respect to any action which by the Texas Business Organizations Code or other applicable stature, the Restated Articles of Incorporation or these Bylaws is
required or specified to be taken by vote of a specified proportion of the number of directors fixed by or in the manner provided by these Bylaws, or by the
Board, as such. The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any
member thereof of any responsibility imposed upon it or him by law. So far as practicable, members of the Executive Committee and their alternates (if any)
shall be appointed by the Board of Directors at its first meeting after each annual meeting of shareholders and, unless sooner discharged by affirmative vote
of a majority of the number of directors fixed by or in the manner provided by these Bylaws, shall hold office until their respective successors are duly
appointed and qualify or until their earlier respective deaths, resignations, retirements or removal.
Section 2. Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, shall be held at such times and places as
may be fixed from time to time by resolution adopted by affirmative vote of a majority of the whole Committee and communicated to all the members thereof.
Special meetings of the Executive Committee may be called by the Chairman of the Board, the President or any two (2) members thereof at any time on twenty-
four (24) hours’ notice to each member, either personally or by mail or by email or fax. Except as may be otherwise expressly provided by statute, the Restated
Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the Executive Committee need be
specified in the notice or waiver of notice of such meeting. A majority of the Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. The members of the Executive
Committee shall act only as a committee, and the individual members shall have no power as such. The Executive Committee, at each meeting thereof, may
designate one of its members to act as chairman and preside at the meeting or, in its discretion, may appoint a chairman from among its members to preside at
all its meetings held during such period as the Committee may specify.
Section 3. Records. The Executive Committee shall keep a record of its acts and proceedings and shall report the same, from time to time, to the Board
of Directors. The Secretary or, in his absence, an Assistant Secretary, shall act as secretary of the Executive Committee, or the Committee may, in its
discretion, appoint its own secretary.
Section 4. Vacancies. Any vacancy in the Executive Committee may be filled by the affirmative vote of a majority of the number of directors fixed by
or in the manner provided by these Bylaws.
ARTICLE SIX
OTHER COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors may, by resolution adopted by the affirmative vote of a majority of the number of directors fixed by or in the manner provided
by these Bylaws, designate two (2) or more directors (with such alternates, if any, as may be deemed desirable) to constitute another committee or committees
for any purpose permitted by statute, the Restated Articles of Incorporation and these Bylaws.
ARTICLE SEVEN
OFFICERS, EMPLOYEES AND AGENTS;
POWERS AND DUTIES
Section 1. Elected Officers. The elected officers of the Corporation shall be a Chairman of the Board, a Vice Chairman of the Board, a President, one
(1) or more Vice Presidents as may be determined from time to time by the Board (and in case of each such Vice President, with such descriptive title, if any, as
the Board shall deem appropriate), a Secretary and a Treasurer. None of the elected officers, with the exception of the Chairman of the Board and the Vice
Chairman of the Board, need be a member of the Board of Directors.
Section 2. Election. So far as is practicable, all elected officers shall be elected by the Board of Directors at its first meeting after each annual meeting
of shareholders.
Section 3. Appointive Officers. The Board of Directors may also appoint one or more Assistant Secretaries and Assistant Treasurers and such other
officers and assistant officers and agents (none of whom need be a member of the Board) as it shall from time to time deem appropriate, who shall exercise
such powers and perform such duties as shall be set forth in these Bylaws or determined from time to time by the Board or by the Executive Committee.
Section 4. Two or More Offices. Any two (2) or more offices may be held by the same person.
Section 5. Compensation. The compensation of all executive officers of the Corporation shall be fixed from time to time by the Board of Directors or a
Compensation Committee. The Board of Directors or the Compensation Committee may from time to time delegate to the President the authority to fix the
compensation of any or all of the other officers of the Corporation.
Section 6. Term of Officer; Removal; Filling of Vacancies. Each elected officer of the Corporation shall hold office until his successor is duly elected
and qualified in his stead or until his earlier death, resignation, retirement, disqualification or removal from office. Each appointive officer shall hold office at
the pleasure of the Board of Directors without the necessity of periodic reappointment. Any officer or agent elected or appointed by the Board of Directors
may be removed at any time by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract
rights. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
Section 7. Chairman of the Board. The Chairman of the Board shall preside when present at meetings of the shareholders and of the Board of
Directors. He shall advise and counsel the President and the other officers of the Corporation and shall exercise such powers and perform such duties as shall
be assigned to or required of him from time to time by the Board of Directors or the Executive Committee.
Section 8. Vice Chairman of the Board. The Vice Chairman of the Board shall generally assist, shall report to, and shall undertake such special
projects as assigned to him by the Chairman of the Board and, subject to the provisions of these Bylaws, shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to him by the Board of Directors, the Executive Committee or the Chairman of the Board. In the
event of the absence or disability of the Chairman of the Board, his duties shall be performed and his powers may be exercised by the Vice Chairman of the
Board, unless otherwise determined by the Board of Directors, the Executive Committee or the Chairman of the Board.
Section 9. President. The President shall be the chief executive officer of the Corporation and shall report to the Board of Directors. Subject to the
provisions of these Bylaws, he shall have general supervision of the affairs of the Corporation and shall have general and active control of all of its business.
In the event of the absence or disability of the Chairman of the Board and the Vice Chairman of the Board, or if such officer shall not have been elected or be
serving, the President shall preside when present at meetings of the shareholders and of the Board of Directors. He shall have the power and general authority
to execute bonds, deeds and contracts in the name of the Corporation and to affix the corporate seal thereto; to sign stock certificates; to cause the
employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix the compensation of
all such persons whose compensation is not fixed by the Board of Directors or the Compensation Committee, subject to the provisions of these Bylaws; to
remove or suspend any employee or agent who shall have
been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the
authority which shall have elected or appointed him, any officer subordinate to the President; and in general to exercise all the powers usually appertaining to
the office of president of a Corporation, except as otherwise provided by statute, the Restated Articles of Incorporation or these Bylaws. In the event of the
absence or disability of the President, his duties shall be performed and his powers may be exercised by the Vice Presidents in the order of their seniority,
unless otherwise determined by the President, the Executive Committee or the Board of Directors.
Section 10. Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to him by the President, the Executive Committee or the Board of Directors,
Section 11. Secretary. The Secretary shall see that notice is given of all meetings of the shareholders and special meetings of the Board of Directors
and committees thereof and shall keep and attest true records of all proceedings at all such meetings. He shall have charge of the corporate seal and have
authority to attest any and all instruments or writings to which the same may be affixed. He shall keep and account for all books, documents, papers and
records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and
shall generally perform all duties usually appertaining to the office of secretary of a Corporation. In the event of the absence or disability of the Secretary, his
duties shall be performed and his powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the
Secretary, the President, the Executive Committee or the Board of Directors.
Section 12. Assistant Secretaries. Each Assistant Secretary shall generally assist the Secretary and shall have such powers and perform such duties
and services as shall from time to time be prescribed or delegated to him by the Secretary, the President, the Executive Committee or the Board of Directors.
Section 13. Chief Financial Officer. The Chief Financial Officer of the Corporation shall be the chief accounting and financial officer of the Corporation
and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation. He shall supervise all
payrolls and vouchers of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments
by the Corporation and all other documents relating to such payments; shall supervise the receipt, review and consolidation of all operating and financial
statements of the Corporation and its various subsidiaries and departments; shall have supervision of the books of account of the Corporation and their
arrangement and classification; shall supervise the accounting and financial reporting practices of the Corporation; and shall have charge of all matters
relating to taxation. The Chief Financial Officer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to
be deposited all such funds in and with such depositories as the Board of Directors or the Executive Committee shall from time to time direct or as shall be
selected in accordance with procedures established by the Board or the Executive Committee; shall advise upon all terms of credit granted by the Corporation;
shall supervise the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation. He
shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange and other commercial paper payable to the
Corporation and to give proper receipts or discharges for all payments to the Corporation. The Chief Financial Officer shall generally perform all duties usually
appertaining to the office of chief financial officer of a Corporation. In the event of the absence or disability of the Chief Financial Officer, his duties shall be
performed and his powers may be exercised by the Treasurer unless otherwise determined by the Chief Financial Officer, the President, the Executive
Committee or the Board of Directors.
Section 14. Treasurer. The Treasurer shall generally assist the Chief Financial Officer and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to him by the Chief Financial Officer, the President, the Executive Committee or the Board of
Directors.
Section 15. Assistant Treasurers. Each Assistant Treasurer shall generally assist the Treasurer and shall have such powers and perform such duties
and services as shall from time to time be prescribed or delegated to him by the Chief Financial Officer, the Treasurer, the President, the Executive Committee
or the Board of Directors.
Section 16. Additional Powers and Duties. In addition to the foregoing especially enumerated powers duties and services, the several elected and
appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the
Restated Articles of Incorporation or these Bylaws, or as the Board of Directors or the Executive Committee may from time to time determine or as may be
assigned to them by any competent superior officer.
ARTICLE EIGHT
SHARES AND TRANSFERS OF SHARES
Section 1. Certificates Representing Shares. Certificates in such form as may be determined by the Board of Directors and as shall conform to the
requirements of statute, the Restated Articles of Incorporation and these Bylaws shall be delivered representing all shares with respect to which shareholders
request such certificates. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each
certificate shall state on the face thereof that the Corporation is organized under the laws of the State Texas, the holder’s name, the number and class of
shares, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of such officers
may be facsimiles.
Section 2. Lost Certificates. The Board of Directors, the Executive Committee, the President or such other officer or officers or any agent of the
Corporation as the Board may from time to time designate, in its or his discretion, may direct a new certificate representing shares to be issued in place of any
certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, the Executive Committee, the
President or any such other officer or agent in its or his discretion and as a condition precedent to the issuance thereof may require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it or he shall require and/or give the Corporation a bond in
such form, in such sum, and with such surety or sureties as it or he may direct, as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
Section 3. Transfers of Shares. Shares of the Corporation shall be transferable only on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney. If a certificate representing shares is presented to the Corporation or the transfer agent of the Corporation with a request to
register transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to register the transfer, cancel the old certificate and, if
requested, issue a new certificate if:
(i) the certificate is duly endorsed;
(ii) reasonable assurance is given that those endorsements are genuine and effective;
(iii) the Corporation has no duty as to adverse claims or has discharged the duty;
(iv) any applicable law relating to the collection of taxes has been complied with; and
(v) the transfer is in fact rightful or is to a bona fide purchaser.
Section 4. Registered Shareholders. Prior to the due presentment for registration or transfer of shares, the Corporation may treat the registered owner
as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. When shares are registered
in the stock transfer books of the Corporation in the names of two (2) or more persons as joint owners with the right of survivorship, after the death of a joint
owner and before the time that the Corporation receives actual written notice that a party or parties other than the surviving joint owner or owners claim an
interest in the shares or any distributions thereon, the Corporation may record on its books and otherwise effect the transfer of those shares to any person,
firm or Corporation (including the surviving joint owner or owners individually) and pay any distributions made in respect of those shares, in each case as if
the surviving joint owner or owners were the absolute owners of the shares.
ARTICLE NINE
INDEMNIFICATION
Section 1. Indemnification of Directors. The Corporation shall indemnify a person who was, is, or is threatened to be made, a named defendant or
respondent in a proceeding because the person is or was a director of the Corporation against any judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding if it is determined, in the manner described
below, that the person (i) conducted himself in good faith, (ii) reasonably believed, in the case of conduct in his official capacity as a director, that his conduct
was in the Corporation’s best interests, and in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (iii) in the
case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that, if the person is found liable to
the Corporation or is found liable on the basis that a personal benefit was improperly received by the person, the indemnification shall be limited to reasonable
expenses actually incurred by the person in connection
with the proceeding and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct
in the performance of his duty to the Corporation.
The determinations required above that the person has satisfied the prescribed conduct and belief standards must be made (a) by a majority vote of a
quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding, (b) if such a quorum cannot be
obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of
two (2) or more directors who at the time of the vote are not named defendants or respondents in the proceeding, (c) by special legal counsel selected by the
Board or a committee of the Board by vote as set forth in clause (a) or (b) of this sentence, or, if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all directors, or (d) by the shareholders in a vote that excludes the shares held by directors who are named
defendants or respondents in the proceeding. The determination as to reasonableness of expenses must be made in the same manner as the determination that
the person has satisfied the prescribed conduct and belief standards, except that, if the determination that the person has satisfied the prescribed conduct and
belief standards is made by special legal counsel, the determination as to reasonableness of expenses must be made by the Board of Directors or a committee
of the Board by vote as set forth in clause (a) or (b) of the immediately preceding sentence or, if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all directors.
The termination of a proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the person did not meet the requirements for indemnification set forth above. A person shall be deemed to have been found liable in respect
of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.
Notwithstanding any other provision of these Bylaws, the Corporation shall pay or reimburse expenses incurred by a director in connection with his
appearance as a witness or other participation in a proceeding at a time when he is not a named defendant or respondent in the proceeding.
Section 2. Advancement of Expenses to Directors. Reasonable expenses incurred by a director who was, is, or is threatened to be made, a named
defendant or respondent in a proceeding, or incurred by a director in connection with his appearance as a witness or other participation in a proceeding at a
time when he is not a named defendant or respondent in the proceeding, shall be paid or reimbursed by the Corporation, in advance of the final disposition of
the proceeding and without any of the determinations specified in Section 1 of this Article, after the Corporation receives a written affirmation by the director
of his good faith belief that he has met the standard of conduct necessary for indemnification under Section 1 of this Article and a written undertaking by or
on behalf of such director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements. The written
undertaking described in the immediately preceding sentence to repay the amount paid or reimbursed to the director by the Corporation must be an unlimited
general obligation of the director but need not be secured and it may be accepted without reference to financial ability to make repayment.
Section 3. Officers. The Corporation shall indemnify and advance expenses to an officer of the Corporation to the same extent that it is required to
indemnify and advance expenses to directors under these Bylaws or by statute. In addition, the Corporation may indemnify and advance expenses to an
officer of the Corporation to such further extent, consistent with statute, as may be provided by the Restated Articles of Incorporation, these Bylaws, general
or specific action of the Board of Directors, or contract or as permitted or required by common law.
Section 4. Others. The Corporation may indemnify and advance expenses to an employee or agent of the Corporation to the same extent that it is
required to indemnify and advance expenses to directors under these Bylaws or by statute. The Corporation may indemnify and advance expenses to persons
who are not or were not officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Corporation for profit subject to the provisions of the Texas Business
Organizations Code, Corporation for profit organized under laws other than the laws of the State of Texas, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise to the same extent that it is required to indemnify and advance expenses to directors under this Article or by statute.
The Corporation may indemnify and advance expenses to an employee, agent or other person serving at the request of the Corporation (as described above in
this Section 4) who is not a director to such further extent, consistent with statute, as may be provided by the Restated Articles of Incorporation, these
Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.
Section 5. Insurance and Other Arrangements. The Corporation may purchase and maintain insurance or establish and maintain other arrangements
on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another Corporation for profit subject to the provisions of the Texas Business Organizations Code, Corporation for profit organized
under laws other than the laws of the State of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against or
in respect of any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the
Corporation would have the power to indemnify him against that liability by statute or under these Bylaws. If the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing insurance coverage, the insurance or other arrangement may provide for payment
of a liability with respect to which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has
been approved by the shareholders of the Corporation.
Without limiting the power of the Corporation to purchase, procure, establish or maintain any kind of insurance or other arrangement, the
Corporation may, for the benefit of persons indemnified by the Corporation, (i) create a trust fund; (ii) establish any form of self-insurance; (iii) secure its
indemnity obligation by grant of a security interest or other lien on the assets of the Corporation; or (iv) establish a letter of credit, guaranty or surety
arrangement. The insurance or other arrangement may be purchased, procured, maintained or established within the Corporation or with any insurer or other
person deemed appropriate by the Board of Directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned
in whole or part by the Corporation. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or other arrangement shall
not be voidable, and shall not subject the directors approving the insurance or other arrangement to liability, on any ground, regardless of whether directors
participating in the approval are beneficiaries of the insurance or other arrangement.
Section 6. Report to Shareholders. Any indemnification of or advance of expenses to a director in accordance with this Article or the provisions of
any statute shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the
next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve (12)-month period immediately following the date
of the indemnification or advance.
Section 7. Entitlement. These indemnification provisions shall inure to each of the directors, officers, employees and agents of the Corporation, and
other persons serving at the request of the Corporation (as provided in this Article), whether or not the claim asserted against him is based on matters that
antedate the adoption of this Article, and in the event of his death shall extend to his legal representatives; but such rights shall not be exclusive of any other
rights to which he may be entitled.
Section 8. Definitions. For purposes of this Article:
(a) The term "expenses” includes court costs and attorneys’ fees;
(b) The term "proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding;
(c) The term "director” means any person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or
was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another
Corporation for profit subject to the provisions of the Texas Business Organizations Code, Corporation for profit organized under laws other than the laws of
the State of Texas, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise;
(d) The term "corporation” includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation or other transaction in
which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes
the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article;
(e) The term "official capacity” means, when used with respect to a director, the office of director in the Corporation and, when used with respect to a
person other than a director, the elective or appointive office in the Corporation held by the officer or the employment or agency relationship undertaken by
the employee or agent on behalf of the Corporation, but does not include service for any other Corporation for profit subject to the provisions of the Texas
Business Organizations Code or Corporation for profit organized under laws other than the laws of the State of Texas or any partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise; and
(f) The Corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance by him of his duties to the
Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a
director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted to be taken by a director with respect to
an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of
the plan is deemed to be for a purpose which is not opposed to the best interests of the Corporation.
Section 9. Severability. The provisions of this Article are intended to comply with Title 1. Chapter 8. Subchapters B. and C. of the Texas Business
Organizations Code. To the extent that any provision of this Article authorizes or requires indemnification or the advancement of expenses contrary to such
statute or the Restated Articles of Incorporation, the Corporation’s power to indemnify or advance expenses under such provision shall be limited to that
permitted by such statute and the Restated Articles of Incorporation and any limitation required by such statute or the Restated Articles of Incorporation
shall not affect the validity of any other provision of this Article.
ARTICLE TEN
MISCELLANEOUS
Section 1. Distributions and Share Dividends. Distributions in the form of dividends and share dividends on the outstanding shares of the
Corporation, subject to any restrictions in the Restated Articles of Incorporation and to the limitations imposed by statute, may be declared by the Board of
Directors at any regular or special meeting. Distributions in the form of dividends may be declared and paid in cash, in property, or in evidences of the
Corporation’s indebtedness, or in any combination thereof, and may be declared and paid in combination with share dividends. Distributions of cash or
property (tangible or intangible) made or payable by the Corporation, whether in liquidation or from earnings, profits, assets or capital, including all
distributions that were payable but not paid to the registered owner of the shares, his heirs, successors or assigns but that are now being held in suspense by
the Corporation or that were paid or delivered by it into an escrow account or to a trustee or custodian, shall be payable by the Corporation, escrow agent,
trustee or custodian to the person registered as owner of the shares in the Corporation’s stock transfer books as of the record date determined for the
distribution, his heirs, successors or assigns. The person in whose name the shares are or were registered in the stock transfer books of the Corporation as of
the record date shall be deemed to be the owner of the shares registered in his name at that time.
Section 2. Reserves. The Corporation may, by resolution of the Board of Directors, create a reserve or reserves out of its surplus or designate or
allocate any part or all of its surplus in any manner for any proper purpose or purposes, and may increase, decrease or abolish any such reserve, designation
or allocation in the same manner.
Section 3. Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by
resolution (whether general or special) of the Board of Directors or the Executive Committee.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 5. Seal. The seal of the Corporation shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The
seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.
Section 6. Loans and Guaranties. The Corporation may lend money to, guaranty obligations of and otherwise assist its directors, officers and
employees if the Board of Directors determines that such a loan, guaranty or assistance reasonably may be expected to benefit, directly or indirectly, the
Corporation and is consistent with applicable law and other requirements.
Section 7. Closing of Transfer Books and Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption
by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose, the Board
of Directors may provide that the stock transfer books of the Corporation shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the
stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination of shareholders, such date in any case not to be more than sixty (60) days and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or
a share dividend, the date on which notice of the meeting is mailed, sent, or transmitted as provided by these Bylaws, or the date on which the resolution of
the Board of Directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of
shareholders. The record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of that meeting.
When a determination of shareholders entitled to vote at any meeting has been made as provided in this Section, such determination shall apply to any
adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has
expired.
Section 8. Surety Bonds. Such officers and agents of the Corporation (if any) as the Board of Directors may direct from time to time shall be bonded
for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal
from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation,
in such amounts and by such surety companies as the Board may determine. The premiums on such bonds shall be paid by the Corporation, and the bonds so
furnished shall be in the custody of the Secretary.
Section 9. Gender. Words of any gender used in these Bylaws shall be construed to include each other gender, unless the context requires otherwise.
ARTICLE ELEVEN
AMENDMENTS
These Bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the directors present at any
meeting of the Board of Directors at which a quorum is present or by unanimous written consent of all the directors, unless (i) by statute or the Restated
Articles of Incorporation the power is reserved exclusively to the shareholders in whole or in part, or (ii) the shareholders in amending, repealing or adopting a
particular bylaw expressly provide that the Board may not amend or repeal that bylaw. Unless the Restated Articles of Incorporation or a bylaw adopted by
the shareholders provides otherwise as to all or some portion of the Bylaws, the shareholders may amend, repeal or adopt the Bylaws even though the Bylaws
may also be amended, repealed or adopted by the Board of Directors.
Exhibit 4.1
General
DESCRIPTION OF UNITED STATES LIME & MINERALS, INC.’S
SECURITIES REGISTERED UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
United States Lime & Minerals, Inc. (the "Company,” "we,” or "our”) is incorporated in the State of Texas. The rights of our shareholders are generally
covered by Texas law and our articles of incorporation and bylaws (each as amended and restated and in effect on the date hereof). The terms of our common
stock are therefore subject to Texas law, including the Texas Business Organizations Code (the "TBOC”), and the common and constitutional law of Texas.
This exhibit describes the general terms of our common stock. This description is a summary and does not purport to be complete. Our articles of
incorporation and bylaws are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this exhibit is a part, and amendments or
restatements of each will be filed with the Securities and Exchange Commission (the "SEC”) in future periodic or current reports in accordance with the rules of
the SEC. You are encouraged to read these documents.
For more detailed information about the rights of holders of our common stock, you should refer to our articles of incorporation and bylaws and the
applicable provisions of Texas law, including the TBOC.
Authorized Capital Stock
We are authorized to issue 30,000,000 shares of common stock, $0.10 par value, and 500,000 shares of preferred stock, $5.00 par value.
Common Stock
Voting Rights
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote of shareholders.
No shareholder has the right of cumulative voting.
With respect to any matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the
shares of our common stock entitled to vote is required by Texas law or our articles of incorporation, the act of the shareholders shall be the affirmative vote
of the holders of a majority of the shares entitled to vote on, and voted for or against, the matter at a meeting of shareholders at which a quorum is present.
Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at
which a quorum is present. We do not have a classified board of directors. Our directors are elected for one-year terms.
Dividend Rights
Holders of our common stock are entitled to dividends when, as and if declared by our Board of Directors out of funds legally available therefor.
Liquidation Rights
If we liquidate, a holder of common stock will be entitled to share ratably with the other shareholders in the distribution of all assets that we have left
after we pay all of our liabilities and make any necessary distributions to holders of our preferred stock.
Other
Our common stock has no preemptive or conversion rights and is not entitled to the benefits of any redemption or sinking fund provision. The
outstanding shares of our common stock are fully paid and non-assessable.
Preferred Stock
The Company may issue shares of preferred stock from time to time upon the approval of our Board of Directors in one or more series without further
stockholder approval. The Board of Directors may designate the number of shares to be issued in such series and the rights, preferences, privileges and
restrictions granted to, or imposed on, the holders of such shares. If issued, such shares of preferred stock could have dividends and liquidation preferences
over our shares of common stock, and may otherwise affect the rights of the holders of the common stock. The rights of the holders of our common stock will,
therefore, generally be subject to the rights of the holders of any existing outstanding shares of preferred stock with respect to dividends, liquidation
preferences and other matters. As of the date hereof, we have no outstanding shares of preferred stock.
Certain Business Combination Restrictions in Texas Law
Section 21.606 of the TBOC restricts certain business combinations between us and an affiliated shareholder (beneficial ownership of 20% or more of
the voting power of our stock entitled to vote for directors) for three years after the shareholder becomes an affiliated shareholder. The restrictions do not
apply if our Board of Directors approved the transaction that caused the shareholder to become an affiliated shareholder, or if the business combination is
approved by the affirmative vote of two-thirds of our voting stock that is not beneficially owned by the affiliated shareholder at a meeting of shareholders
called for that purpose within six months after the affiliated shareholder’s acquiring the shares. Although we may elect to exclude ourselves from the
restrictions imposed by Section 21.606, our articles of incorporation does not do so.
Certain Provisions of Our Articles of Incorporation and Bylaws
Some provisions of our articles of incorporation and bylaws could make the acquisition of control of the Company and/or the removal of our existing
management more difficult, including those that provide as follows:
·
·
·
·
·
cumulative voting in the election of our Board of Directors, which would otherwise allow holders of less than a majority of our shares to elect director
candidates, is prohibited under our articles of incorporation;
our Board of Directors may amend or repeal our bylaws, or adopt new bylaws without shareholder approval;
our Board of Directors can increase or decrease the size of the Board without shareholder approval by amending the bylaws;
shareholder action that is not taken at a regular or special meeting of our shareholders may only be taken by the unanimous written consent of our
shareholders; and
our Board of Directors is authorized to issue shares of our preferred stock without shareholder approval.
These provisions may be expected to discourage coercive takeover practices and inadequate takeover bids. They may also encourage persons
seeking to acquire control of the Company to first negotiate with our Board of Directors. We believe that the benefits of our increased protection give us the
potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that these benefits outweigh the
disadvantages of discouraging the proposals. Negotiating with the proponent could result in an improvement of the terms of the proposal.
Stock Exchange Listing
Our common stock is traded on the Nasdaq Stock Market under the symbol "USLM.”
Transfer Agent and Registrar
Our transfer agent and registrar is Computershare Investor Services, 150 Royall Street, Suite 101, Canton, Massachusetts, 02021.
Exhibit 21.1
SUBSIDIARIES OF THE COMPANY
Arkansas Lime Company, an Arkansas Corporation
ACT Holdings, Inc. a Texas Corporation
ART Quarry TRS LLC (DBA Carthage Crushed Limestone), a Delaware LLC
Colorado Lime Company, a Colorado Corporation
Mill Creek Dolomite, LLC, an Oklahoma Corporation
Texas Lime Company, a Texas Corporation
U.S. Lime Company, a Texas Corporation
U.S. Lime Company - Shreveport, a Louisiana Corporation
U.S. Lime Company - St. Clair, a Delaware Corporation
U.S. Lime Company - Transportation, a Texas Corporation
U.S. Lime Company - O & G, LLC, a Texas LLC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We have issued our reports dated February 29, 2024, with respect to the consolidated financial statements and internal control over financial
reporting included in the Annual Report of United States Lime & Minerals, Inc. on Form 10-K for the year ended December 31, 2023. We
consent to the incorporation by reference of said reports in the Registration Statements of United States Lime & Minerals, Inc. on Forms S-8
(File No. 333-236817 and File No. 333-196697).
/s/ GRANT THORNTON LLP (typed)
Dallas, Texas
February 29, 2024
CONSENT OF QUALIFIED PERSON
Exhibit 23.2
SYB Group, LLC ("SYB”) in connection with the filing of the United States Lime & Minerals, Inc. Annual Report on Form 10-K for the year ended December
31, 2023 (the "Form 10-K”), consent to:
·
·
The filing and use of the Technical Report Summary titled "Technical Report Summary on Texas Lime Company Limestone Operation, Johnson
County, Texas, USA”, effective December 31, 2023, with a report date of February 20, 2024, as Exhibit 96.1 to and referenced in the Form 10-K;
The filing and use of the Technical Report Summary titled "Technical Report Summary on Arkansas Lime Company Limestone Operation,
Independence County, Arkansas, USA”, effective December 31, 2023, with a report date of February 20, 2024, as Exhibit 96.2 to and referenced in the
Form 10-K;
● The filing and use of the Technical Report Summary titled "Technical Report Summary on ACT Holdings Company Limestone Operation, Izard
County, Arkansas, USA”, effective December 31, 2023, with a report date of February 20, 2024, as Exhibit 96.3 to and referenced in the Form 10-K;
● The filing and use of the Technical Report Summary titled "Technical Report Summary on U.S. Lime Company – St. Clair Limestone Operation,
·
·
Sequoyah County, Oklahoma, USA”, effective December 31, 2023, with a report date of February 20, 2024, as Exhibit 96.4 to and referenced in the
Form 10-K;
The use of and references to our name, including our status as an expert or "qualified person” (as defined in Subpart 1300 of Regulation S-K as
promulgated by the Securities and Exchange Commission), in connection with the Form 10-K and any such Technical Report Summary;
The information derived, summarized, quoted, or referenced from any of the Technical Report Summaries, or portions thereof, that were prepared by
SYB, that SYB supervised the preparation of and/or that was reviewed and approved by SYB, that is included or incorporated by reference in the
Form 10-K; and
● The incorporation by reference of the foregoing in the Registration Statements of United States Lime & Minerals, Inc. on Forms S-8 (File No. 333-
236817 and File No. 333-196697).
SYB is responsible for authoring, and this consent pertains to, the Technical Report Summaries. SYB certifies that it has read the Form 10-K and that it fairly
represents the information in the Technical Report Summaries for which SYB is responsible.
SYB Group, LLC
/s/ Keith Vickers
President
February 29, 2024
EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of United States Lime & Minerals, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Dated: February 29, 2024
/s/ Timothy W. Byrne
Timothy W. Byrne
President and Chief Executive Officer
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
I, Michael L. Wiedemer, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of United States Lime & Minerals, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a)
b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial
information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
4
Dated: February 29, 2024
/s/ MICHAEL L. WIEDEMER
Michael L. Wiedemer
Vice President and Chief Financial Officer
SECTION 1350 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, Chief Executive Officer of United States Lime & Minerals, Inc. (the "Company”), hereby certify that, to my
EXHIBIT 32.1
knowledge:
(1)
(2)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: February 29, 2024
/s/ TIMOTHY W. BYRNE
Timothy W. Byrne
President and Chief Executive Officer
EXHIBIT 32.2
SECTION 1350 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
I, Michael L. Wiedemer, Chief Financial Officer of United States Lime & Minerals, Inc. (the "Company”), hereby certify that to my
knowledge:
(1)
(2)
The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K”) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: February 29, 2024
4
/s/ Michael Wiedemer
Michael Wiedemer
Vice President and Chief Financial Officer
MINE SAFETY DISCLOSURES
EXHIBIT 95.1
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and Item 104 of SEC Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities
Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the "Mine Act”).
The Mine Act has been construed as authorizing MSHA to issue citations and orders pursuant to the legal doctrine of strict liability,
or liability without fault. If, in the opinion of an MSHA inspector, a condition that violates the Mine Act or regulations promulgated pursuant
to it exists, then a citation or order will be issued regardless of whether the operator had any knowledge of, or fault in, the existence of that
condition. Many of the Mine Act standards include one or more subjective elements, so that issuance of a citation or order often depends on
the opinions or experience of the MSHA inspector involved, and the frequency and severity of citations and orders will vary from inspector to
inspector.
Whenever MSHA believes that a violation of the Mine Act, any health or safety standard, or any regulation has occurred, it may
issue a citation or order which describes the violation and fixes a time within which the operator must abate the violation. In some situations,
such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order requiring cessation of operations, or
removal of miners from the area of the mine, affected by the condition until the hazards are corrected. Whenever MSHA issues a citation or
order, it has authority to propose a civil penalty or fine, as a result of the violation, that the operator is ordered to pay.
The table that follows reflects citations, orders, violations and proposed assessments issued to the Company by MSHA during the
year ended December 31, 2023 and any pending legal actions as of December 31, 2023. Due to timing and other factors, the data may not agree
with the mine data retrieval system maintained by MSHA. The proposed assessments for the year ended December 31, 2023 were taken from
the MSHA system as of February 27, 2024.
Additional information follows about MSHA references used in the table:
● Section 104(a) Citations: The total number of citations received from MSHA under section 104(a) of the Mine Act for alleged
violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
● Section 104(b) Orders: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a
failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of
immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been
abated.
● Section 104(d) Citations and Orders: The total number of citations and orders issued by MSHA under section 104(d) of the
Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
● Section 110(b)(2) Violations: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine
Act.
● Section 107(a) Orders: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in
which MSHA determined an imminent danger existed.
Citations and orders can be contested before the Federal Mine Safety and Health Review Commission (the "Commission”), and as
part of that process, are often reduced in severity and amount, and are sometimes dismissed. The Commission is an independent adjudicative
agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among
other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by
miners under section 105 of the Mine Act.
1
Year ended December 31, 2023
Mine(1)
Texas Lime Company
Arkansas Lime Company
Plant
Limedale Quarry
U.S. Lime Company - St. Clair
Carthage Crushed Limestone
Mill Creek
Colorado Lime Company
Monarch Quarry
Delta Plant
Section
104(d)
Section Citations
Section
104 S & S
104(b)
Citations Orders
—
1
and
Orders
—
Section
Section
110(b)(2)
107(a)
Violations Orders
—
—
Proposed
MSHA
Assessments(2)
($ in thousands) Fatalities Actions(3)
—
Pending
Legal
3.7
1
7
5
—
2
7
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6.1
4.3
1.1
33.2
4.2
—
0.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) The definition of a mine under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting
from, the work of extracting and processing limestone, such as roads, land, structures, facilities, equipment, machines, tools, kilns, and
other property. These other items associated with a single mine have been aggregated in the totals for that mine.
(2) The proposed MSHA assessments issued during the reporting period do not necessarily relate to the citations or orders issued by
MSHA during the reporting period or to any pending contests reported above.
(3)
Includes any pending legal action before the Commission involving such mine as of December 31, 2023. Any pending legal actions were
initiated by the Company and may include multiple citations or orders. The pending legal actions may relate to the citations or orders
issued by MSHA during the reporting period or to citations or orders issued in prior periods. There was one legal action instituted during
the reporting period and three legal actions resolved during the reporting period.
Pattern or Potential Pattern of Violations. During the year ended December 31, 2023, none of the mines operated by the Company
received written notice from MSHA of either (a) a pattern of violations of mandatory health or safety standards that are of such nature as
could have significantly and substantially contributed to mine health or safety hazards under section 104(e) of the Mine Act or (b) the
potential to have such a pattern.
2
Technical Report Summary on
Texas Lime Company Limestone Operation
Johnson County, Texas, USA
Prepared for:
United States Lime and Minerals, Inc.
Exhibit 96.1
Effective Date December 31, 2023
Report Date: February 20, 2024
SK-1300 Report
DISCLAIMERS AND QUALIFICATIONS
SYB Group, LLC ("SYB”) was retained by United States Lime & Minerals, Inc. ("USLM”) to prepare this Technical Report Summary ("TRS”) related to Texas
Lime Company ("TLC”) limestone reserves and resources, which was also prepared by SYB and originally filed as exhibit 96.1 to the USLM form 10-K for the year ended
December 31, 2021. This TRS provides a statement of TLC’s limestone reserves and resources at its mine located in Johnson County, Texas and has been prepared in
accordance with the U.S. Securities and Exchange Commission ("SEC”), Regulation S-K 1300 for Mining Property Disclosure (S-K 1300) and 17 Code of Federal Regulations
("CFR”) § 229.601(b)(96)(iii)(B) reporting requirements. This report was prepared for the sole use by USLM and its affiliates and is effective December 31, 2023.
This TRS was prepared by SYB Group’s President who meets the SEC’s definition of a Qualified Person and has sufficient experience in the relevant type of
mineralization and deposit under consideration in this TRS.
In preparing this TRS, SYB relied upon data, written reports and statements provided by TLC and USLM. SYB has taken all appropriate steps, in its professional
opinion, to ensure information provided by TLC and USLM is reasonable and reliable for use in this report.
The Economic Analysis and resulting net present value estimate in this TRS were made for the purposes of confirming the economic viability of the reported
limestone reserves and not for the purposes of valuing TLC or its assets. Internal Rate of Return and project payback were not calculated, as there was no initial investment
considered in the financial model. Certain information set forth in this report contains "forward-looking information,” including production, productivity, operating costs,
capital costs, sales prices, and other assumptions. These statements are not guarantees of future performance and undue reliance should not be placed on them. The ability to
recover the reported reserves depends on numerous factors beyond the control of SYB Group that cannot be anticipated. Some of these factors include, but are not limited to,
future limestone prices, mining and geologic conditions, obtaining permits and regulatory approvals in a timely manner, the decisions and abilities of management and
employees, and unanticipated changes in environmental or other regulations that could impact performance. The opinions and estimates included in this report apply
exclusively to the TLC mine as of the effective date of this report.
All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally
accepted professional geologic practices.
SYB hereby consents to the use of TLC’s limestone reserve and resource estimates as of December 31, 2023 in USLM’s SEC filings and to the filing of this TRS
update as an exhibit to USLM’s SEC filings.
Qualified Person: /s/ Keith V. Vickers
Keith V. Vickers, TXPG #3938
President, SYB Group, LLC
1216 W. Cleburne Rd
Crowley, TX 76036
Page 2 of 42
Table of Contents
Executive Summary
List of Figures
List of Tables
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
Appendix A: List of Data Included in the Geologic Model
Appendix B: Annual Cash Flow Analysis
Introduction
Property Description
Accessibility, Climate, Local Resources, Infrastructure, and Physiography
History
Geological Setting, Mineralization, and Deposit
Exploration
Sample Preparation, Analyses, and Security
Data Verification
Mineral Processing and Metallurgical Testing
Mineral Resource Estimates
Mineral Reserve Estimates
Mining Methods
Processing and Recovery Methods
Infrastructure
Market Studies
Environmental Studies, Permitting and Plans, Negotiations or Agreements with Local Individuals or Groups
Capital and Operating Costs
Economic Analysis
Adjacent Properties
Other Relevant Data and Information
Interpretation and Conclusions
Recommendations
References
Reliance on Information Provided by the Registrant
4
5
6
7
9
10
11
11
16
21
22
23
23
26
27
29
29
30
30
31
31
36
36
36
36
36
37
38
39
Page 3 of 42
List of Figures
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Fig. 3.1
Fig. 6.1-1
Fig. 6.1-2
Fig. 6.4-1
Fig. 6.4-2
Fig. 7.1-1
Fig. 7.1-2
Fig. 7.2-1
Fig. 11.3
Fig. 13.4
Fig. 15.1
Texas Lime Company Plant and Mine Location
Geologic Map of Texas, Surface Geology and Stratigraphy (TBEG, 1997)
Paleomap of the Cretaceous Western Interior Seaway
Detailed Fredericksburg Group stratigraphic column
Topography, N-S Cross Section and Hole Profile with Stratigraphy and CaCO, %
TLC Core and Test Holes utilized in Geologic Model
Example of TLC Hole Log, Core Hole TLC 16-12
TLC Property Outcrop Geology
TLC Ore Top Structure Map
Final TLC Pit Boundaries
TLC Infrastructure Map
Page 4 of 42
List of Tables
1.
Table 1.1
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
Table 1.2
Table 1.3
Table 1.4
Table 2.3
Table 2.4
Table 5.2
Table 6.4
Table 7.1-1
Table 7.1-2
Table 7.1-3
Table 7.1-4
Table 7.2
Table 11.2-4
Table 11.3
Table 11.4-1
Table 12.4
Table 17.1
Table 18.1
Table 18.2
Table 19.3-1
Table 19.3-2
Table 19.3-3
Table 19.3-4
Table 19.3-5
Table 19.3-6
Texas Lime Company – Summary of Limestone Mineral Resources as of December 31, 2023, Based on $12.70 Crushed
Limestone
Texas Lime Company – Summary of Limestone Mineral Reserves as of December 31, 2023, Based on $12.70 Crushed
Limestone
Capital Costs
Operating Costs
Glossary of Terms and Abbreviations
Visits Made by QP to TLC
Historical Exploration and Development Drilling
TLC Property Stratigraphy
All TLC Drilling Projects
Summary of 1955 and 1958 TLC Mine Site Drilling
Summary of 2016 Development Drilling
Summary of 2018 Exploration Drilling
Summary of Measured Section Sampling
Resource Parameter Assumptions
Summary of Drill Hole Database for the Model
Texas Lime Company – Summary of Limestone Mineral Resources as of December 31, 2023, Based on $12.70 Crushed
Limestone
Texas Lime Company – Summary of Limestone Mineral Reserves as of December 31, 2023, Based on $12.70 Crushed
Limestone
Mining and Environmental Permits
Capital Costs
Operating Costs
Sensitivity Analysis: Varying Discount Rate
Sensitivity Analysis: Varying Limestone Mining Cost
Sensitivity Analysis: Varying TLC East Area Mining Cost
Sensitivity Analysis: Varying Contractor Stripping Cost
Sensitivity Analysis: Varying All Mining and Contract Mining and Stripping Costs
Sensitivity Analysis: Varying Limestone Price
Page 5 of 42
1
Executive Summary
This Technical Report Summary ("TRS”) is an update to the December 31, 2021 (filed March 2, 2022) to that TRS. This report contains reconciled resources and
reserves, updates economic estimates, and extends to the crushing circuit output point of reference.
The Texas Lime Company ("TLC”) mine is a production stage, open pit mine that produces high-grade limestone with calcium carbonate ("CaCO3”) quality above
96.0% from the Edwards formation that is delivered to the crushing circuit. After processing by the crushing circuit, the crushed limestone is available for sale to customers or
TLC operations usage. The TLC mine is located in Johnson County, Texas on approximately 5,200 acres owned by TLC that contains known high-grade limestone reserves in
a bed that typically ranges from 25 ft. to 35 ft. Operations began at the TLC mine in the 1940’s.
Mining at the TLC mine consists of pushing aside the topsoil and overburden using conventional earthmoving equipment and methods. The topsoil and overburden
are used as backfill for nearby previously mined pits. The limestone ore body is then drilled and blasted, followed by loading and haulage utilizing conventional limestone
mining equipment. The extracted limestone is hauled to the crushing circuit for processing and then distribution to customers or the TLC operations as the need arises.
The TLC mine has procured, and is operating in compliance with, the required air and storm water permits that are required by the Texas Commission on
Environmental Quality. TLC will be required to renew the permits when they expire in January 2026.
The TLC mine currently averages an annual production rate of approximately 1,600,000 tons of limestone per year. The expected mine life at that rate of production
is approximately 65 years.
Over the last 65+ years, drilling reports from drilling programs performed and historical production records have established that the Edwards formation limestone
has consistent high-grade limestone (CaCO3 quality above 96.0%) in the TLC mine property. They have also confirmed the 25 to 35 ft. thickness of the Edwards limestone
ore interval as well as the relatively shallow overburden that is favorable for open pit mining. The drilling data, along with information from mining faces and examination of
widely spread Edwards outcrops, allow a high degree of geological confidence to be assigned to the quality and lateral continuity of the limestone on the property.
As noted in Section 2.1, Keith Vickers of SYB Group ("SYB”), a consultant for United States Lime & Minerals, Inc. ("USLM”) for over 20 years, served as the
Qualified Person ("QP”) and prepared the estimates of limestone mineral resources and reserves for the TLC mine. Summaries of the TLC mine’s limestone mineral resources
and reserves are shown below in Tables 1.1 and 1.2, respectively. Sections 11 and 12 sets forth the definitions of mineral resources and reserves as well as the methods and
assumptions used by the QP in determining the estimates and classifications of the TLC mine’s limestone mineral resources and reserves.
Table 1.1 Texas Lime Company – Summary of Limestone Mineral Resources as of December 31, 2023, Based On $12.70 Crushed Limestone 1, 2
Resource Category
Total Mineral Resources4
Measured Mineral Resources5
Indicated Mineral Resources
Total Measured and Indicated Resources
In Place
(tons)
113,180,000
0
0
0
Cutoff Grade
(% X)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Processing Recovery
(%)3
N/A
N/A
N/A
N/A
Notes: 1 Price Source from USGS Mineral Commodity Summaries 2023.
2 Crushed limestone through the crushing circuit.
3 N/A: Not Applicable because estimated resources are in place.
4 Inclusive of Limestone Mineral Reserves.
5 Exclusive of Mineral Reserves.
Table 1.2 Texas Lime Company – Summary of Limestone Mineral Reserves as of December 31, 2023, Based On $12.70 Crushed Limestone 1, 2
Reserve Category
Probable Reserves
Proven Reserves
Total Mineral Reserves
Extractable
(tons)
47,532,000
59,989,000
107,521,000
Cutoff Grade
(% X)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Mining Recovery
(%)
95.0
95.0
95.0
Notes: 1 Price Source from USGS Mineral Commodity Summaries 2023.
2 Crushed limestone through the crushing circuit.
The modeling and analysis of the TLC mine’s resources and reserves has been developed by TLC and USLM personnel and reviewed by management of the
companies, as well as the QP. The development of such resources and reserves estimates, including related assumptions, was a collaborative effort between the QP and
personnel of the companies.
Page 6 of 42
The TLC mine has been a stable producer of crushed limestone using the current equipment fleet and operating parameters for many years. This operating history
and its 2024 budget were used to estimate the unit costs for limestone mining, overburden stripping, and annual sustaining capital expenditures. As the area where mining
activity changes, the distance from the existing crushing facility changes, causing changes to the haulage distance. This will require changes to the haul truck fleet size in certain
future years. Capital and operating costs reflect the increased haulage requirement as shown in Appendix B. The fleet size is four trucks from 2024 until 2031. From 2031 to
2039 the fleet size is five trucks. From 2040 to 2041 the fleet size is three trucks. From 2042 to 2047 the fleet size is four trucks and from 2048 to 2062 the fleet size is five
trucks. Tables 1.3 and 1.4 set forth the estimated capital costs and operating costs, respectively, used to estimate future operations for the TLC mine.
Table 1.3 Capital Costs
Capital Cost Estimate
Annual Maintenance of Operations
Haul Truck Cost
Table 1.4 Operating Costs
Operating Cost Estimate
Limestone Mining Cost Per Ton
Contractor Limestone Mining Cost Per Ton
Overburden Stripping Cost Per Ton
Cost
$1,315,000
$900,000
Cost
$4.81
$5.05
$2.25
It is the QP’s overall conclusions that:
1. Geologically, the TLC mine limestone deposit has been proven by regional and detailed local drilling and sampling to have quality and thickness that is very
consistent. Because of the simple geology, the mining method for the mine is straightforward and consists of uncomplicated open pit mining.
2. The data detailed in this report that was used to estimate the resources was adequate for the resource interpretation and estimation.
3. TLC has successfully mined this resource for many years using the same methods that are projected into the future. Significant increases in the cost of mining
coupled with large decreases in the selling price of limestone would be required to make mining uneconomic. Historically, TLC has been able to increase sales
prices in line with cost increases.
4. There are no significant factors onsite that will impact the extraction of this ore body. TLC has been in operation for many decades during varying economic and
market conditions. The mining operation has been modernized over the last 25 years, which has allowed it to optimize mining of the limestone deposit.
5. Absent unforeseen changes in economic or other factors, including additional federal or state environmental regulations, the economic analysis and the quantity
of Proven Reserves indicate the operation reasonably has approximately 65 years of estimated mine life at current production levels.
2
Introduction
This TRS is intended to be an update to the TRS filed December 31, 2021. Unchanged sections are included for clarity and completeness. There has not been any
drilling programs on the property since the 2021 filing. The resource and reserve tables have been reconciled for production since the filing date of the previous TRS through
the effective date of this update. A primary update was moving the sales point of reference from before the primary crusher to after the crushing circuit and aligning the costs
associated with production and sale of crushed limestone.
2.1
Issuer of the Summary
Mr. Keith Vickers of SYB Group, LLC ("SYB”), a consultant for USLM for over 20 years, prepared this Technical Report Summary ("TRS”) on TLC’s mining
operations located in Johnson County, Texas. Mr. Vickers is a Qualified Person ("QP”). USLM is a publicly-traded company on the NASDAQ Stock Exchange under the
ticker symbol USLM and TLC is a wholly-owned subsidiary of USLM.
2.2
Terms of Reference and Purpose
The purpose of this TRS is to support the updated disclosure of mineral resource and reserve estimates for TLC’s existing mining operations located in Johnson
County, Texas, as of December 31, 2023. This TRS is to fulfill 17 Code of Federal Regulations ("CFR”) § 229, "Standard Instructions for Filing Forms Under Securities Act of
1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 – Regulation S-K,” subsection 1300, "Disclosure by Registrants Engaged in Mining
Operations.” The mineral resource and reserve estimates presented herein are classified according to 17 CFR § 229.1300 Definitions.
The QP prepared this TRS with information from various sources with detailed data about the historical and current mining operations, including individuals who are
experts in an appropriate technical field.
The quality of information, conclusions, and estimates contained herein are based on: i) information available at the time of preparation; and ii) the assumptions,
conditions, and qualifications outlined in this TRS.
Page 7 of 42
Unless stated otherwise, all volumes and grades are in U.S. customary units and currencies are expressed in 2023 U.S. dollars. Distances are described in U.S.
standard units.
2.3
Sources of Information
This TRS is based upon engineering data, financial and technical information developed and maintained by TLC or USLM personnel, work undertaken by third-party
contractors and consultants on behalf of the mine, public data sourced from the United States Geological Survey, Texas Bureau of Economic Geology, internal TLC technical
reports, previous technical studies, maps, TLC letters and memoranda, and public information as cited throughout this TRS and listed in Section 24. Table 2.3 is a list of the
terms used in this TRS.
The 2021 TRS was prepared by Keith V. Vickers, BSGeol, MSGeol, TXPG #3938, CPetG #6152. Detailed discussions with the following were held during the
preparation of the 2021 TRS:
Mr. Timothy W. Byrne, President, CEO, USLM, Dallas, Texas
Mr. Michael L. Wiedemer, Vice President, CFO, USLM, Dallas, Texas
Mr. Russell R. Riggs, Vice President, Production, USLM, Dallas, Texas
Mr. M. Michael Owens, Corporate Treasurer, USLM, Dallas, Texas
Mr. Jason Nutzman, Director of Legal and Compliance, USLM, Dallas, Texas
Mr. Wendell Smith, Director of Environmental, USLM Dallas, Texas
Mr. Julius J. Harris, Vice President and Plant Manager, TLC, Cleburne, Texas
Mr. Peter McKenzie, Mine Manager, TLC, Cleburne, Texas
Mr. Tom Quinlan, Quality Control Laboratory Manager, TLC, Cleburne, Texas
Mr. Keith Vickers, SYB Group, USLM Consulting Geologist, Crowley, Texas
Discussions with the following were held for the preparation of this updated TRS:
Mr. Timothy W. Byrne, President, CEO, USLM, Dallas, Texas
Mr. Michael L. Wiedemer, Vice President, CFO, USLM, Dallas, Texas
Mr. M. Michael Owens, Corporate Treasurer, USLM, Dallas, Texas
Mr. Jason Nutzman, Director of Legal and Compliance, USLM, Dallas, Texas
Mr. Julius J. Harris, Vice President and Plant Manager, TLC, Cleburne, Texas
Mr. Peter McKenzie, Mine Manager, TLC, Cleburne, Texas
Mr. Keith Vickers, SYB Group, USLM Consulting Geologist, Crowley, Texas
Term
AAPG
AASHTO
ASTM
CaCO3
CEO
CFO
CFR
DFW
DTM
E
F.
Fig.
ft.
GLONASS
GPS
LiDAR
LST
N
NAD
NPV
P.E.
PG
QP
QC/QA
S
SOFR
TRS
TLC
U.S.
USGS
USLM
Table 2.3 Glossary of Terms and Abbreviations
Definition
American Association of Professional Geologists
American Association of State Highway and Transportation Officials
American Society for Testing and Materials
Calcium Carbonate
Chief Executive Officer
Chief Financial Officer
Code of Federal Regulations
Dallas Fort Worth
Digital Terrain Model
East
Fahrenheit
Figure
Feet
Global Navigation Satellite System
Global Positioning System
Light Detection and Ranging
Limestone
North
North American Datum
Net Present Value
Professional Engineer
Professional Geologist
Qualified Person
Quality Control/Quality Assurance
South
Secured Overnight Financing Rate
Technical Report Summary
Texas Lime Company
United States
United States Geological Survey
United States Lime and Minerals, Inc.
Page 8 of 42
WAAS
W
XRF
2.4
Personal Inspection
Wide Area Augmentation System
West
X-Ray Fluorescence
The QP, who has been a consulting geologist for USLM for over 20 years, is familiar with TLC’s mine geology and operations. In addition, the QP conducted onsite
visits to review data, confirm protocols, and gather specific information required for the TRS not previously available to him.
On September 3, 2021, the QP met TLC personnel in the TLC mine office to review the drill hole and surface sample database and discuss what data was available
and needed for the TRS. The QP inspected the mine and reviewed the core storage methods. Core logging and sampling procedures were verified. The QP discussed quality
control and quality assurance with the TLC QC/QA laboratory manager. A review of the core sawing methods and sample preparation for analytical tests also occurred.
On November 29, 2021, the QP visited the site to update and review a report checklist with TLC management and personnel. Also attending this visit was Mr. Peter
Christensen (consultant) to provide clarity and insight into the new SK-1300 regulatory requirements. A review of the resource areas, grade controls, and production hole
sampling and surveying procedures occurred at the plant office. The QP also inspected several mined locations in the mine to examine the consistency and thickness of the
limestone interval. The mining faces were also compared to the existing geologic model and the QP met with the TLC QC/QA laboratory manager to obtain laboratory and X-
Ray Fluorescence ("XRF”) standard certifications and instrument service/care contracts. Table 2.4 is a partial list of dates the QP has visited the mine.
Date
1997
2008
2011
2014
2015
2016
2017
2018
Table 2.4 Visits Made by QP to TLC
Reason
Performed Resource Estimate Based on Available Data
Geologic Modeling from Test and Production Holes
Supervise Percussion Drilling Project
Oriented New Mine Manager, Assisted in Updating Stripping Program
Updated Mine Model from Recent Production Data
Supervised Core Drilling Project
Geologic Support Adjacent Property Acquisition
Geologist for Exploration Drilling, Adjacent Property
3
Property Description
3.1
Property Description and Location
TLC’s operations (32°15’28.65” N, -97°33’46.41” W, Fig. 3.1, Google Earth, 2021) are located in Johnson County, southwest of Cleburne, Texas, 12 miles by a
state highway.
Page 9 of 42
3.2
Mineral Rights
TLC wholly owns in fee (surface and mineral) approximately 5,200 acres with the exception of 333 +/- acres in Tract 1, Abstract 200, in which it owns the entire
mineral estate only (no surface) (AcreValue website, 2021) (USLM internal report). Title includes a clause for negotiating the purchase of the surface. Information was
furnished by TLC.
3.3
Significant Encumbrances or Risks to Performing Work on the Property
There are no significant issues or risks to work on the properties outside of those generally related to mining operations.
3.4
Lease Agreements and Royalties
TLC does not receive any royalties as it is not the lessor for any mineral rights on its properties.
4
Accessibility, Climate, Local Resources, Infrastructure, and Physiography
4.1
Topography, Vegetation, and Physiography
The area’s topography comprises broad valleys associated with the Brazos River drainage and abundant small branch valleys extending on either side of the river.
TLC’s operations are on one of the ridge and plateau areas. The elevation ranges from 990 ft. to 660 ft. There is little soil covering the rock outcrops along the sides and ends
of the ridges; slightly more occurs on top.
The tree types are consistent with the vegetation typically found in this region. The flat valley floors are primarily agricultural land with hay pastures the dominant
agri-businesses.
The operation is in the physiographic province known as the Grand Prairie (Texas Almanac website, 2019). Rocky soils on limestone units and clay-rich soil
developed on shale and clay and marl units characterize this province. Much of the province has thin to no soil thickness that results in treeless terrain for the most part.
4.2
Accessibility and Local Resources
Primary access to the operation is by State Highway 67 and then by State Park Road 21 or county road 1434. Cleburne has a
Page 10 of 42
population of approximately 30,000 and is served by a municipal airport. Commercial airline travel is through DFW International Airport, 65 miles away. Roads are well
paved with broad shoulders and load weight designed for multi-axle trucks. The majority of the operation’s workers live in Johnson County and some live in the surrounding
counties.
4.3
Climate and Operating Season
The average rainfall for Johnson County is 38 inches of rain per year. The County averages one inch of snow per year. On average, there are 231 sunny days per
year in Johnson County. The County averages 75 precipitation days per year. Precipitation is rain, snow, sleet, or hail that falls to the ground. The average temperature ranges
from a high in July of 95 degrees F. to a low of 33 degrees F. in January (https://www.bestplaces.net, 2021). There are infrequent winter storms that may make operations
pause for a day or so but nothing long-term. The above conditions make year-round mine operation possible with little weather-related lost time.
4.4
Infrastructure
4.4.1 Water
There are no issues with the water supply. The operation water requirements are served by a water well and ponds.
4.4.2
Energy Supply
Fuel supply for TLC’s mining operations is from distributors in Johnson County.
4.4.3
Personnel
The DFW Metroplex has a population of 7.6 million and the nearby town of Cleburne has 30,000 people that the mine can draw from for new or replacement
employees (U.S. Census website, 2020).
4.4.4
Supplies
The mine’s supply needs are not an issue since all the major manufacturers have representatives in the DFW Metroplex area. All the major airlines and air freight
carriers serve DFW International Airport and the airport is considered a prime hub. Several trucking companies provide service to the operation from Johnson County and the
DFW area.
5
History
5.1
Prior Company Ownership]
The TLC mine began operations in the 1940’s. USLM (formerly known as Rangaire Corporation) purchased TLC in the 1960s, which owned 458 acres in Johnson
County, Texas, at the time. In the years that followed, TLC acquired additional acres of land resulting in the current ownership of approximately 5,200 acres of land in
Johnson County, and built three rotary kilns, two of which have preheaters and are still in operation, as well as other operational and office facilities. Information was
provided by TLC.
5.2
Exploration and Development History
Year
1955
1955
1958
1997-Present
2009-2021
Table 5.2 Historical Exploration and Development Drilling
Company
TLC
TLC
TLC
TLC
TLC
Purpose
Exploration
Development
Development
Production Drilling
Development
Summary of Work
159 Core Holes
33 Core Holes
37 Core Holes
Percussion Holes
Test Holes
Comment
Hill & Johnson Co.
A.D. Holland Reserves
McClung Reserves
Mine Bench QC
Local Data Points
Note: A detailed discussion of all drilling and results is in Section 7.1.
6
Geologic Setting, Mineralization, and Deposit
The TLC mining operation has, and is, mining the upper part of the Cretaceous age Edwards Limestone. The associated operation requires unique chemical
properties found in the Edwards. The mining operation has been mining continuously for the past seven decades. The longevity of this mine is due to the availability of
resources, low chemical variability, consistent physical characteristics, and reasonably consistent thickness of the limestone ore mined.
6.1
Regional Geology
Shallow seas covered Texas during the early Paleozoic (Cambrian-Ordovician), the late Paleozoic (Permian) and the late Mesozoic (Cretaceous). These environments
produced the extensive carbonate strata that form the limestone surface belt known as the Edwards Plateau.
The regional geology consists of northeast to southwest trends of outcropping and subcropping bands of rock groups ranging from the Permian age (oldest) to
Eocene age toward the Gulf Coast. The Cretaceous age trend stretches from the border with Oklahoma down through the San Antonio area along with other outcrop trends
(Fig. 6.1-1).
Page 11 of 42
The Fredericksburg Group is part of this series and includes the Edwards Limestone formation. Fredericksburg Group sediments were deposited on an extensive reef
bank. This environment covered nearly all of the Midwest of the United States. It was part of a seaway (broad trough) that extended northwest into western Canada (Fig. 6.1-
2) (www.cretaceousatlas.org/geology/, 2021).
Page 12 of 42
6.2
Local and TLC Property Geology
Locally, Johnson County surface geology consists of almost flat-lying strata with the geologic age range of Cretaceous (oldest) and Quaternary (youngest). The units
dip east-southeast gently toward the East Texas Basin further to the east. These units are unaffected by the significant faults that bound that basin (Collins and Baumgardner,
2011).
The structural fabric across the TLC property is straightforward, consisting of a dip with minimal range from two to four degrees to the east-southeast. In the past
seven decades, no faulting has been observed on the surface or encountered by drilling or mining. The thickness of the Edwards ore interval ranges from 25 to 35 ft. and covers
the entire property except were eroded. Photogeology and surface mapping have determined the outcrop is almost continuous in the area of the TLC property limits. The
outcrop pattern reflects the almost flat dip with no subsurface structural relief.
In 1955, Albert A. Lewis drilled 159 holes on the property and locally. Data from recent holes on the site, contiguous parcels, and measured sections further confirm
the same limestone bed is present across the entire TLC property. The Edwards is an almost linear north-south outcrop across the property. This data, along with information
from mining faces and examination of nearby Edwards outcrops, provide a high degree of geological confidence of the quality and lateral continuity of the limestone on the
property.
The TLC mine geology is a mirror image of the regional and local geology. The Edwards forms low relief cliffs that are bleached by the sun to bright white. In 1997
TerraCon, Inc. mapped the local area Edwards outcrop using photogeology methods (Bowers and Vickers, 1997). In some cases, the outcrop is hidden by weathering in the
Kiamichi shale just above the formation.
Page 13 of 42
6.3
Mineralization
Unlike other industrial minerals or metal deposits, high calcium limestones are the result of unique depositional environments only, not by subsurface alteration or
enhancement. The CaCO3 content is the product of reef organisms that build their exoskeletons out of CaCO3 derived from the marine environment. The reef area has very
limited or no exposure to non-carbonate materials such as clay, silica, and iron that reduce the CaCO3 content. No subsurface mineralization has occurred to create or enhance
the CaCO3 content in this deposit.
6.4
Stratigraphy and Mineralogy
The following is a detailed discussion of the mine site stratigraphy. The Fredericksburg Group lithologies reflect changes in shoreline movement. The back-and-forth
movement of the shoreline results from sea-level changes. Fig. 6.4-1 is the stratigraphic column for Western Johnson County (Brand, 1953).
Thin alternating shale and shaley limestone comprise the Walnut formation, deposited in near-shore shallow water such as a marsh or shallow tidal bay. The
Comanche formation represents deeper water deposition with limestone beds alternating with widely separated shale layers, such as present in a lagoon or back reef bay
environment. The Edwards formation is limestone with no land- derived shale or sand layers. The depositional conditions were clean seawater with moderate depth (sun light),
resulting in massive carbonate reefs (Lozo et al., 1959).
Next, during deposition of the Kiamichi formation, the water depth deepened significantly, stopping nearly all reef production. This water depth change resulted in
thick shale beds with very thin limestones and thin sandstones that typically represent deeper offshore areas and are associated with fine grain sediment input. The group’s
top and bottom are marked by a depositional hiatus, or erosional surface called an unconformity. These surfaces sometimes represent aerial exposure (dry land) and sediment
removal. Fig. 6.4-1 contains the Fredericksburg Group stratigraphic sequence, thickness range, and lithology (Brand, 1953). Table 6.4 shows a stratigraphic order and thickness
of the mined strata on the site. A cross-section index map with a north-south cross- section from the TLC mine is shown in Fig. 6.4-2.
Page 14 of 42
Table 6.4 TLC Property Stratigraphy
Stratigraphic
Unit
Duck Creek
Kiamichi Shale
Edwards LST
Comanche LST
Thickness Approximate
Range
20 ft. to 35 ft.
35 ft. to 50 ft.
25 ft. to 35 ft.
30 ft. to 40 ft.
Primary Lithology
Shale, Minor Limestone, Sandstone
Shale, Very Thin Limestone, Sandstone
Clean Limestone, Abundant Reef Fossils
Clayey, Sandy Limestone
Page 15 of 42
7
Exploration
The sample database used for the TLC geologic model is composed of multiple sources of data types. These sources include core and percussion drilling,
measured sections with outcrop or highwall sampling, and photogeology mapping the Edwards limestone outcrop beyond the operation. Because of the TLC’s
significant land position, little exploration drilling has been necessary for the last 60 years. A considerable amount of the recent drilling has been near the mine and on
TLC property.
7.1
Drilling Programs
A summary of all drilling projects in the local vicinity and on TLC property is in Table 7.1-1. These projects include exploration, development, and
production drilling by diamond and percussion bit methods.
Table 7.1-1 All TLC Drilling Projects
Year
1955
1955
1958
1997-Present
2009-2021
2016
2018
Company
TLC
TLC
TLC
TLC
TLC
3D Drilling Inc.
Rubicon Drilling
Purpose
Exploration
Exploration
Development
Production Drilling
Development
Development
Acquisition
Summary of Work
189 Core Holes
7 Core Holes
123 Core Holes
Percussion Holes
Test Holes
12 Core Holes
12 Core Holes
Comment
Regional Area
Resource Purchase
Resource Purchase
Mine Bench QC
Near Pit Data Points
Overburden and Ore Data
Exploration
Fig 7.1-1 is a map of all core hole drilling programs utilized in the geologic model with labeled resource areas. A list of the hole database containing the hole name, XY
coordinates, can be found in Appendix A.
Page 16 of 42
Before 1955, TLC leased a mining property in Johnson County. To secure ownership of mining properties and extend resources, TLC sponsored an extensive
exploration and development drilling program conducted by Albert A. Lewis P.E./Geologist in 1955 and 1958. These programs core drilled in southwestern Johnson County.
The exploration area centered around the current mining area (Wilbanks Tract, Lewis, 1955). The program consisted of 189 core holes and provided detailed information when
the Edwards was present. The program results led to the purchase of the first mining properties at the TLC’s present-day location.
The average CaCO3 percentage for entire 189-hole project was 97.9%. Table 7.1-2 lists the drilling results for properties located at the current mine site. The
consistent CaCO3 quality and thickness results from this detailed drilling was evidence that drill hole spacing was not a limiting factor in confirming continuity and consistency
of the Edwards limestone. Summary tables for each parcel are in the internal reports. After review and verification, it was evident that the quality limit resulted in CaCO3
percentages above 96.0% for the majority of the properties drilled.
Property
1
2
3
4
5
6
7
8
9
10
11
Total
Table 7.1-2 Summary of 1955 and 1958 TLC Mine Site Drilling*
Number of Holes
12
13
3
36
7
6
5
6
4
33
5
130
Average LST Thickness (Ft.)
26
19
22
27
30
29
27
28
27
28
23
26
Average CaCO3 Percentage (%)
98.2
96.9
97.9
98.8
97.6
98.7
98.6
97.1
98.4
97.6
97.2
97.9
Note: *From Lewis, 1955 and 1958 internal drilling reports.
The core sampling and logging methods employed in the 1955 and 1958 drilling are comparable to modern-day techniques. Lewis reported the county surveyor
surveyed the hole locations that produced maps for the reports’ resource calculations. The reports do not contain the hole location coordinates. The reports have hole location
maps for the leased and acquired tracts and provided property location maps for all the drilled properties.
During drilling, cuttings and core were collected. In the locations where the overburden was absent, cuttings were collected until enough hole was drilled to set up the
core barrel assembly. An air compressor was used to clean the holes and retrieve the cuttings while drilling. A cone rock bit was used to drill the cuttings which produced
coarse (-0.5 inch) cuttings. Samples were collected in the box from a pipe that ran to the collar flange over the hole. A sample was taken and bagged and the hole was blown
clean every two ft. After five ft., the composited sample in a bag was labeled internally and externally. The collection box was then cleaned and the hole blown clean before the
next composite. Hole locations with nearly ten ft. or more of overburden core drilling were started as soon as solid bedrock was drilled. The cuttings and core were logged at the
hole site. The data logged were core recovered, stratigraphy, lithology, and stratigraphic top and bottom.
Page 17 of 42
The reports provided detailed drill logs and laboratory result sheets. Holes, where mapped locations are provided, are material to developing the geologic model. The
chemical analysis results are very comparable to analysis from holes recently drilled. These drilling reports establish that the Edwards limestone has consistent CaCO3 quality
above 96.0% around the current TLC operation site.
TLC has for many years conducted development drilling and sampling on the properties being actively mined. This drilling has consisted of percussion (test holes)
and coring to provide geology/lithology, quality control, and data to confirm or update the mine geologic model.
In 2016, additional development core drilling was done to support the mine advancement (Fig. 7.1-1). A twelve-hole program was approved and followed the core
logging and sampling USLM protocols. The TLC QC/QA laboratory conducted the XRF analysis. The results of this drilling and analysis are very comparable to the results
from the other core projects. A summary of these results is presented in Table 7.1-3.
Table 7.1-3 Summary of 2016 Development Drilling
Property
Number of Holes
TLC North and West
12
Average LST
Thickness (Ft.)
27
Average CaCO3
Percentage (%)
Above 96.0
Note: From 2016 SYB Group Drilling Report.
The chemical results were consistent with the core analyzed in the 1955 drilling programs.
The most recent exploration project occurred in 2018 on land now owned by TLC. The land adjoins the mine property east of State Park Road 21. The drilling
program consisted of eight core holes on the sale tract and four were drilled on adjacent TLC property to the west. The Edwards Limestone quality and minable thickness were
confirmed on both parcels and the sale tract was purchased. Table 7.1-4 contains a summary of the drilling results. The holes were surveyed by a GPS unit and logged at the
location according to the core logging protocols USLM had established. The drilling and core logging was supervised by SYB. The TLC QC/QA laboratory conducted the XRF
analysis.
Table 7.1-4 Summary of 2018 Exploration Drilling
Property
TLC East
Number of Holes
12
Average LST
Thickness (Ft.)
24
Average CaCO3
Percentage (%)
Above 96.0
Note: From 2018 SYB Group Drilling Report.
The CaCO3 percentage results were consistent with the drilling results in the active mine areas. Depths of the east drilling Edwards tops and bottoms compare well
with the 2016 TLC drilling tops and bottoms, confirming a nearly flat-lying formation with a low dip range from two to four degrees to the east-southeast. The core loggings
protocol for the 2016 and 2018 drilling projects is presented below.
SYB followed the drill site protocols established by USLM. These protocols for drilling, logging, and sampling cores had been developed as equipment and analyses
had changed. The project procedures were:
·
·
Contract geologists selected core drilling locations with the approval of sites and drilling budget by USLM management.
Core drilling was conducted directly under the supervision of contract geologists. All core was logged by SYB or an approved USLM contract geologist using a
protocol modified from the Shell Sample Examination Manual (Swanson, 1981) that was modified by SYB and approved by USLM.
·
·
· After final selection, hole locations were surveyed by hand GPS (WAAS and GLONASS capable).
·
Immediately upon retrieval, the core was placed on a V-shaped trough. All core pieces were fitted together and labeled with a permanent marker in one-ft.
intervals.
Characteristics related to the suitability of the limestone products for customers and geology were recorded. These items are stratigraphy, key marker
lenses/layers, lithology characteristics, visual identification of ore top and bottom, and structural disturbance.
The core from each drill hole was placed into cardboard boxes in two ft. intervals totaling 10 ft. at the drill site. The boxes were labeled with a box number,
company information, hole number, core runs, and depths marked on each box. The boxes were then delivered to the TLC core processing area. Then they were
prepped for transport to the TLC core storage center. The contract geologists were responsible for examining the core and compiling a detailed interval list for
XRF analysis. This list was later entered into Excel to build an analysis database. The analysis intervals were chosen on two ft. lengths and intervals of six ft. to
ten ft. above and below the lithologically identified ore zone were chosen. This excess was so the top and bottom of the ore could be chemically defined.
Once the cores were at the TLC core storage area, the core intervals were diamond sawed into two- thirds to one-third splits. The interval’s one-third split was then
bagged in a plastic bag and labeled with the depth interval to be analyzed. The two-thirds split was placed back in the box for reference.
Page 18 of 42
The bagged intervals are kept in plastic labeled buckets or boxes in separate groups by the hole and then submitted to the TLC QC/QA lab for XRF analysis. Any
portions of samples not destroyed during the testing process are stored at TLC’s core storage facility.
The percussion development or test hole drilling is ongoing. A hole is drilled as soon as new land is cleared, stripped, or new access to an area right above the top of
the Edwards is available. Locations are selected to provide data points providing closer spacing to the core locations. Mine drilling crews performed test hole logging primarily
but contract geologists logged the holes when needed. This program is utilized to confirm (pit specific) the mine geologic model and verify the CaCO3 content between core
holes. These holes were sampled by catching drill cuttings in a container next to the hole or from the cyclone dust collector, depending on the drill utilized while drilling the
desired interval of five or two ft. The hole is then swept by cycling the drill string up and down while blowing the hole clean. The upper interval above is drilled and sampled if
the hole location is not directly on top of the ore zone. This non-ore interval thickness is minimized so that contamination from above is not a concern. A 20-mesh steel screen
is used to separate dust and fine particles to obtain the largest chip sizes for visual examination and XRF analysis.
Production holes are selected from the blast hole patterns and are part of a weekly quality control program that existed for most of the mine’s life. These holes
provide detailed bench-specific chemical quality and ore zone thickness data. The production hole results were not included in the TRS resource estimate because of the
missing location information and high spatial density of data (model biases).
After surveying by drone (Firmatek Inc.), some locations are checked to be verified. When adjustment was needed in the horizontal plane, it was usually under 10 ft.
The lithology, chemical analysis, and ore interval for all database holes were plotted as logs. A recent core log is shown below in Fig. 7.1-2. These logs were used to correlate
stratigraphy, lithology, and ore zone intercepts. Also, they form a visual catalog for the hole data. Sources for this section were TLC personnel and historical reports.
Page 19 of 42
7.2
Surface Mapping and Sampling
Outcrop section sampling and measuring had occurred when access for a drill was problematic or offsite. These sampling programs were conducted at TLC in 1998,
2015, 2017, and 2020 to locate and describe sample outcrops and extend the geologic database. A representative section was measured at each location, samples were collected,
and the lithology was described. These sampling sites were used to provide chemical quality and surface mapping of the limestone units in and beyond the boundary of the
active mining operation. The outcrop or highwall sampled section was surveyed by GPS and marked on aerial photos. Representative hand samples were obtained from each
section, where access would allow, by a hammer. The piece was prepped, so only fresh material was present. The sample and a plastic zip bag were labeled with a permanent
marker with the sample number. Samples were submitted to TLC QC/QA laboratory for prep and XRF analysis. A profile was made for each section using United States
Geological Society ("USGS”) LiDAR scanned topography, and outcrop samples were plotted with CaCO3 percent results on the profile.
The N. West section was measured to confirm the presence of the Edwards and validate three holes drilled there because specific locations could not be established.
Table 7.2 summarizes outcrop measured sections and the average CaCO3 percentage for the section. Fig. 7.2-1 is an example of a measured section profile (N. West) with
outcrop sample locations marked.
Page 20 of 42
Property
TLC East
West
N. West
North
Table 7.2 Summary of Measured Section Sampling
Number of samples
Estimated LST Thickness (Ft.)
4
3
3
4
23
30
30*
30
Average CaCO3
Percentage (%)
96.6
97.3
98.3
98.4
Note: * Drilling was stopped in the ore interval.
The drilling, surface sampling, and mapping results have provided the following conclusions. Locally, the Edwards outcrop is almost continuously visible across the
TLC area. Recent sampling confirmed the mapping by photogeology by TerraCon, Inc. in 1997. This mapping confirmed, and drilling has substantiated, the presence of the
limestone throughout the TLC property. Sources for this section were consultants and TLC.
7.3
Hydrogeology Information
No hydrogeological studies have been conducted at the TLC property and the State of Texas does not require TLC to do so because the floor of the TLC mine is
above the groundwater table.
7.4
Geotechnical Information
The state of Texas does not require geotechnical studies to be performed at mines.
8
Sample Preparation, Analyses, and Security
8.1
Sample Preparation and XRF Analysis
The TLC QC/QA laboratory was established many years ago and has been upgraded as required addressing strict chemical and physical parameters to meet the
increasing demands of the customer base. In addition, customer quality control labs test TLC processed products shipments frequently.
XRF is one of the primary methods for determining the chemical content of limestone. The TLC QC/QA laboratory has been responsible for conducting XRF
analysis on drilling, hand samples collected for outcrop confirmation, all limestone samples from stockpiles, belt feed samples and plant processed materials. The five
significant oxides are analyzed.
When preparing an XRF sample, whether core or cuttings, the entire sample interval is crushed to -10 mesh. The sample is then separated and reduced by a ruffle to
250 grams, drying and pulverizing a representative split to -150 mesh. The samples are analyzed for the oxides CaO, MgO, Fe2O3, Al2O3, and SiO2, following USLM’s XRF
analytical method for limestone analysis. The technique involves pressing the powder into a pellet using a wax binder to hold the shape. The sample trays are loaded into the
instrument with samples, a copper standard, and a certified control standard. The analytical procedure and protocol information was
Page 21 of 42
provided by TLC QC/QA personnel and other information for this section was provided by TLC personnel.
8.2
Quality Control/Quality Assurance
The unknown samples are analyzed twice in a run to provide data to confirm repeatability. All sample preparation equipment is cleaned after preparing each sample
and before the subsequent preparation. The instrument is cleaned and calibrated each year by the manufacturer and is under a service contract. Whenever the device becomes
dirty and registers out of calibration or out of specification for the standards, the manufacturer comes out to clean, recalibrate, and repair if necessary. The oxide results of each
sample are totaled to determine if the data is within an acceptable error range around 100%. The sample analysis is rerun if the total oxide percentage exceeds acceptable error
limits. Sample preparation and a newly prepped sample correct the problem in many cases. The laboratory has a set of certified limestone standards to cover the content range
of the major oxides that can occur in limestones. The appropriate standard is run concurrently with the unknown samples. The standard results are compared run to run to
ensure the instrument operates correctly.
USLM has a total of five QC/QA labs among its wholly owned subsidiaries. These labs can perform many of the same analyses, specifically XRF.
The TLC QC/QA laboratory is certified by:
The Food and Drug Administration;
· Highway Departments in Texas, Louisiana, Oklahoma, Kansas, New Mexico, and Colorado;
·
· Underwriters Laboratory; and
· Member of Sedex Global.
The laboratory follows procedures and protocols set forth by:
· ASTM Methods: C-25, 50. 51, 110, 977;
· AASHTO Methods: M216-05, 219; and
· USLM protocols for testing whole-rock samples.
The laboratory utilizes certified limestone samples to verify the accuracy and calibration of its instrumentation. These are:
·
·
Euronorm MRC 701-1;
China National Analysis Center:
-NC DC 60107a;
-NCS DC 14147a;
-NCS DC 70307; and
-NCS DC 70304.
The security for limestone geological samples is not required as compared to the procedures needed for precious metals (gold, silver, etc.). Core or other samples are
immediately taken after drilling or at the end of the current shift to the core storage area by the contract geologist, member of the drill crew, or the collector of limestone
samples. They are logged in and then processed by TLC QC/QA laboratory personnel. The change of possession is limited to two or three people that can be identified and
held accountable for the whereabouts of the samples before delivery to the laboratory. This information was provided by TLC QC/QA laboratory personnel.
8.3
Opinion of the Qualified Person on Adequacy of Sample Preparation
The QP noted the adherence to preparation and analytical procedure protocols by the TLC QC/QA laboratory personnel. The analysis of geologic samples is
conducted with the same care as the TLC QC/QA testing for the materials processed by the plant. The opinion is that the analytical program and laboratory provide
reasonably accurate data for determining resource estimates.
9
Data Verification
9.1
Source Material
The QP worked with onsite TLC personnel to obtain databases and raw data. There was an ongoing interface with TLC personnel while reviewing and verifying the
data needed to model the resources. For this TRS, the hard copy data was compared with the digital database for correctness and thoroughness. The data from the old drilling
programs were validated as reasonably as possible by comparing lithology and depths from nearby recent holes. Recent hole ore intercepts were cross-checked with the
appropriate mine surveys to verify and confirm surveyed collar data.
The 1955 hole maps with the plotted surveyed locations were georeferenced using Global MapperTM and then digitally overlain on age appropriate USGS Quad
Geotiff raster maps to verify location and, when possible, topography (USGS MapView, https://ngmdb.usgs.gov/topoview/viewer).
When possible, the original hole analyses were re-composited using a cutoff above 96.0% CaCO3 cutoff. Then CaCO3 averages were compared to recent holes. The
selected core from the recent drilling was compared to drill site core logs to confirm logging was suitable for the intercept data needs. The QP met with the QC/QA laboratory
manager to validate that the QC/QA
Page 22 of 42
protocol was followed for the geologic samples and the instrument’s status records. The sources for this data are the TLC QC/QA laboratory, contract geologists,
and Firmatek Surveying.
A truck LiDAR or drone photogrammetry elevation survey provides spatial control for TLC mining. These surveys are conducted quarterly and year-end. They are
accurate to within one foot when coupled to a Trimble ground station. (Firmatek, 2020). All surface mapping and sample locations were surveyed by hand-held GPS and
adjusted where necessary when compared with federal government or private LiDAR data sources. Locations for select accessible sites were survey-checked with GPS for
validation.
9.2
Opinion of Qualified Persons on Data Adequacy
After contacting TLC personnel and subcontractors, reviewing the material, and performing verification processes, the QP is satisfied the drill hole database and
chemical analysis data are reasonably valid. The QP’s opinion is that the data has been analyzed and collected appropriately and reasonably and that the data was adequate for
the resource interpretation and estimation.
10
Mineral Processing and Metallurgical Testing
The limestone mined at the TLC property is sedimentary without alteration due to metamorphic or igneous geologic processes. The uniqueness and suitability of the
raw stone for making products are based on the percent of CaCO3 content of the limestone. There is no metal content in the ore and no need to perform metallurgical testing.
Extracted limestone from the mine has been supplied to TLC’s operations for further processing for decades. The mined stone is processed through a conventional crushing
circuit without any mineral or chemical processing before stockpiling. TLC personnel furnished the preceding information.
11
Mineral Resource Estimates
11.1
Definitions
A mineral resource is an estimate of mineralization, considering relevant factors such as cutoff grade, likely mining dimensions, location, or continuity, that, with
the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. Mineral resources are categorized based on the
level of confidence in the geologic evidence. According to 17 CFR § 229.1301 (2021), the following definitions of mineral resource categories are included for reference.
An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and
sampling. An inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a
manner useful for the evaluation of economic viability. An inferred mineral resource, therefore, may not be converted to a mineral reserve.
An indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence
and sampling. An indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource and may only be converted to a
probable mineral reserve. As used in this subpart, the term adequate geological evidence means evidence that is sufficient to establish geological and grade or quality continuity
with reasonable certainty.
A measured mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence
and sampling. As used in this subpart, the term conclusive geological evidence means evidence that is sufficient to test and confirm geological and grade or quality continuity.
11.2
Key Assumptions, Parameters, and Methods
11.2.1 Resource Classification Criteria
Geologic and analytical data from regional and local drilling along with surface sampling/mapping have proven that the Edwards limestone has a consistent CaCO3
content above 96.0% and a small range of thickness (25 ft. to 35 ft.) across many square miles of outcrop area in Johnson County. These analytical results cover from 1955 to
2021 and are sufficient to establish reasonable certainty of geological presence, grade, and quality continuity on the property.
Practically any outcrop of the Edwards limestone on the TLC property will supply limestone with a CaCO3 above 96.0%. The many years that the TLC mine has
operated historically proves the extraction of the deposit is economical. The geologic confidence is high with the abundance of verified sampling, classifying these resources in
the measured category is appropriate.
11.2.2 Market Price
The TLC mine is the sole supplier of limestone to TLC operations. After processing through the crushing circuit, the crushed limestone is available for sale to
external customers or TLC operations usage. There are several limestone products for sale. Products are differentiated by size with all having common chemical and physical
properties.
A market survey for crushed limestone is conducted by the USGS each year. The publication is titled "USGS Mineral Commodity Summaries 2023.” Their database
comprises sources from the entire United States and considers such material issues as regional price difference, weather effects, production issues, and decreased demand from
downstream users. USGS reported an average value price of $14.00 of crushed limestone per metric ton which converts to $12.70 per short ton. After consulting with USLM
Page 23 of 42
this source provides a reasonable value for the range of crushed limestone products sold by the Company.
11.2.3
Fixed CutOff Grade
The TLC mine supplies crushed limestone to the to the TLC operation and for sale to end-user markets. The TLC operation must be provided with a limestone
source above an average CaCO3 threshold for customer needs. No matter the product, the raw limestone must exceed a minimum average content above 96.0% CaCO3. This
percentage is considered a fixed cutoff grade because the percentage does not vary for the products supplied by the operation. The average percent of CaCO3 can be higher but
not lower to meet quality requirements. Mining limestone with a significantly higher average CaCO3 percentage results in the deposit being high-graded which shortens the
mine’s life. Lowering the grade is unacceptable because of quality requirements.
A primary XRF analysis quality control check is to total all the oxide percentages to determine how close the analysis total is to 100%. CaO is the primary oxide of
the sample analyzed and the remainder is comprised of MgO, Fe2O3, Al2O3, and SiO2 (refer to Section 8).
Because the mine operates on a fixed cutoff grade, there are no specific economic criteria for changing the cutoff grade. Any cost factors that increase the mining cost
of limestone at this fixed grade would be offset by appropriate downstream price increases to end-user markets or in the TLC operation’s products.
11.2.4
Summary of Parameters
Modifying factors are the fixed cutoff grade, the final pit shell area, and property line offset. Key assumptions and parameters applied to estimate mineral resources
are in Table 11.2-4.
Table 11.2-4 Resource Parameter Assumptions
Modifying Factor
Fixed Grade Cutoff
Estimated Final Pit Shell
Property Offset
Mineability
Parameter
Above 96.0% CaCO3
Pit Shell Outline
20 ft.
Reasonably Expected to be Feasible to Mine
11.3
Resource Model
The beginning of the database came from the exploration programs in 1955 and 1958 and continued with the development test completed by TLC to continue to
define the resource. This same database was updated in 2016 when development drilling occurred west of the mine. The QP reviewed the existing database, added new sample
data, and verified to prepare for the TRS resource estimates. Table 11.3 lists the number of holes in the database and the data type.
Once the database had been updated a final data entry check was performed. Any sample data without a verifiable location was deleted or excluded. All production
hole data was excluded because a significant number of the holes had no location data. Based on the QP’s professional judgment, holes in that category were removed rather
than selectively including some holes.
The mine is surveyed by Firmatek drone photogrammetry quarterly. The survey is accurate to one foot when coupled with a Trimble R8 GPS base station
(Firmatek, 2020). The new survey is edited into the old topography using Global MapperTM software. The current scan dated October 9, 2021, was used for the TRS resource
estimate. The existing coordinate system was State Plane NAD 83 ft. and was not changed.
The ore body consists of a single limestone bed defined by top and bottom surfaces. The top and the bottom ore intercepts were created from total hole ore
composites. The average CaCO3 percentage is composited above 96.0% in each hole. If any hole’s composite was below 96.0%, that area would be excluded from the resource
estimate. This situation did not occur. Next, the hole intercepts and data points from the surface sections were utilized to produce top and bottom three-dimensional structural
surfaces or contour maps based on the fixed cutoff grade composites.
The method chosen to model the deposit structure was gridding using SURFERTM software and Kriging was selected from twelve other algorithms. The selection
process involved four steps:
· Rough hand contour data for trend and structure estimate;
· Run gridding script with basic inputs to compare gridding methods and produce a rough map;
·
· Run a residual test to see which grid method closely matches the hole intercepts.
Select grid method/s then refine with specific inputs; and
These two surfaces were then truncated against the new topography to account for erosional effects. This truncation is done because the ore bed position does not
occupy the floor of the valleys. There are several feet of non-ore below the defined ore bottom. Fig 11.3 is a map of ore thickness (isopach).
Next, ore isopach, overburden isopach, and overburden stripping ratio maps were constructed. These maps were compared to a block model created in Surpac TM
using the two ore boundary surfaces. The surfaces were also used to determine conformity and validate the block model. The block model was then utilized to design pits for
mine planning and determine mine resource and reserve estimates. Those pit designs furnished the pit shell for defining the outer boundary for resource estimation. The
methods employed using Surpac are discussed below.
Page 24 of 42
The resources were estimated using Geovia Surpac software. Contours of the top and bottom of the ore were imported into Surpac in AutoCAD format exported
from SURFER. Surpac DTM surfaces were created using these contours. The same drone survey performed on October 9, 2021 was imported into Surpac. Block models were
developed for the resource areas on the property (refer to Fig. 11-3). The blocks were 20 ft. northing by 20 ft. easting and 2 ft. thick. The blocks were coded above or below
the topography, above the ore bottom surface, and below the top ore surface. The blocks were coded within the resource boundaries for each area. Mine pits were designed
using a 70-degree slope in limestone and a 45-degree slope in the overburden. The crests of the pits were offset 20 ft. from any external property boundaries.
Table 11.3 Summary of Drill Hole Database for the Model
Data Type
Total Holes
Collar
Lithology
Chemical Analyses
Hole Composites
Holes Not on TLC Property
Number of Records
142
139
142
142
142
3*
*Note: Replaced by measured section, chemistry valid.
11.4
Mineral Resources
11.4.1 Estimate of Mineral Resources
The estimate of measured and indicated mineral in-place limestone resources for the TLC operation effective December 31, 2023, estimated from applying the
resource parameters to the geologic model, are in Table 11.4-1. There are no indicated or inferred mineral resources. The crushing circuit output was selected as the point of
reference for the resource determination. Because of the chemical quality of the limestone some size fractions in the stream from the crushing circuit are available for
distribution after stockpiling.
Page 25 of 42
Table 11.4-1 Texas Lime Company – Summary of Limestone Mineral Resources as of December 31, 2023, Based On $12.70 Crushed Limestone 1, 2
Resource Category
Total Mineral Resources4
Total Measured Mineral Resources5
Indicated Mineral Resources
Total Measured and Indicated Resources
In Place
(tons)
113,180,000
0
0
0
Cutoff Grade (%
X)
Above 96.0% (CaCO3)
Above 96.0% (CaCO3)
Above 96.0% (CaCO3)
Above 96.0% (CaCO3)
Processing Recovery
(%)3
N/A
N/A
N/A
N/A
Notes: 1 Price Source from USGS Mineral Commodity Summaries 2023
2 Crushed limestone through the crushing circuit.
3 N/A: Not Applicable because estimated resources are in place.
4 Inclusive of Limestone Mineral Reserves.
5 Exclusive of Limestone Mineral Reserves.
11.4.2 Geologic Confidence and Uncertainty
The most uncertainty in the geologic data was associated with production hole locations. As discussed in Section 11.3, excluding that data removed the issue. The
older chemical analysis consistently reports higher CaCO3 results than recent data (Lewis, 1955). The older holes were composited at a higher cutoff than the current holes.
The company mined through the older areas with no reported quality problems. The Edwards is a tabular, massively bedded limestone. For many decades, the TLC mining
operation has produced crushed limestone meeting or surpassing customer requirements and the quality limits required by the plant. The continuity and quality consistency
has been documented by abundant widespread local sampling and drilling results on the property. Because of those results, there is high confidence in the definition of the ore
zone limits and that the quality is constantly above the CaCO3 cutoff.
11.5
Opinion of the Qualified Person
There are no significant factors onsite that will impact the extraction of this ore body. Most directly involve the TLC plant and not the mine. After reviewing the
resource model, the QP is confident that sampling the property at any Edwards outcrop in the area would provide a minable section provided erosion has not removed
significant limestone thickness. TLC will continue to economically extract limestone above the quality cutoff for the foreseeable future.
The QP’s opinion is that the following technical and economic factors could influence the economic extraction of the resource but the TLC plant insulates most of
them from the mine. If the demand for higher value quicklime becomes economically unfeasible, the volume of production from the mine would significantly decline.
· Regional supply and demand – Due to the shipping cost of crushed stone and quicklime, sales are limited to a regional footprint at the TLC operations. The
·
geographic location means the business is insulated from global import and export market changes as sales are domestic and regional.
Fuel and power cost – mining equipment are major diesel consumers at the TLC mine. As diesel prices rise, the price per ton of production also rises and will
need to be offset by increases in the selling prices for the products sold. The cost of electrical power to the crushing circuit could increase to a point where an
offset similar to diesel would be needed.
Skilled labor – This site is located near the DFW Metroplex, which should provide a sufficient source of skilled labor.
·
· Environmental Matters:
Federal or State regulations/legislation regarding greenhouse gas emission
Air and water quality standards
12
Mineral Reserve Estimates
Mineral resources were converted to reserves using a 95% recovery factor. The property boundary offsets and pit slopes were included in the resource estimate. The
limestone is mined on a bench and breaks cleanly from the overburden. The limestone below the targeted pit floor has slightly lower quality and when encountered is blended
with higher portions of the ore body without having a significant impact on quality. Dilution volume is minimal and was not estimated.
As discussed in Section 11.2.3, the average stripping ratio for the reserves is 1.0 tons of stripping per ton of limestone. The highest annual stripping ratio in the life
of mine plan is 1.8:1.
12.1
Definitions
Mineral reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the QP, can be the basis of an
economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and
allowances for losses that may occur when the material is mined or extracted (Dorsey, 2019).
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Probable mineral reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource. For a probable mineral reserve, the
QP’s confidence in the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality is lower than what is sufficient for a
classification as a proven mineral reserve, but is still sufficient to demonstrate that, at the time of reporting, extraction of the mineral reserve is economically viable under
reasonable investment and market assumptions (Dorsey, 2019).
Proven mineral reserve is the economically mineable part of a measured mineral resource. For a proven mineral reserve, the QP has a high degree of confidence in
the results obtained from the application of the modifying factors and in the estimates of tonnage and grade or quality. Proven mineral reserve is the economically mineable part
of a measured mineral resource and can only result from conversion of a measured mineral resource (Dorsey, 2019).
12.2
Market Price
As stated in Section 11.2.2, the TLC mine is a supplier of limestone to TLC operations. After processing by the crushing circuit, the crushed limestone is available
for sale to customers or TLC operations usage. There are several limestone products for sale. Products are differentiated by size with all having common chemical properties.
A market survey for crushed limestone is conducted by the USGS each year. The publication is titled "USGS Mineral Commodity Summaries 2023.” Their database
comprises sources from the entire United States and considers such material issues as regional price difference, weather effects, production issues, and decreased demand from
downstream users. USGS reported an average value price of $14.00 of crushed limestone per metric ton which converts to $12.70 per short ton. After consulting with USLM
this source provides a reasonable value for the range of crushed limestone products sold by the Company.
12.3
Costs
Annual maintenance of operations and capital costs were estimated using prior-year capital expenditures and TLC’s 2024 capital budget. Limestone mining costs for
TLC were estimated using historical data and its 2024 budget. Contract limestone mining costs for the TLC East area were calculated using a vendor quote. Stripping costs
were estimated using an existing stripping contract cost.
12.4
Reserve Estimates
The estimate of proven and probable limestone reserves for the TLC operation effective December 31, 2023, estimated from applying the reserve parameters to the
geologic model, are in Table 12.4.
Table 12.4 Texas Lime Company – Summary of Limestone Mineral Reserves as of December 31, 2023, Based On $12.70
Crushed Limestone 1, 2
Reserve Category
Probable Reserves
Proven Reserves
Total Mineral Reserves
Extractable
(tons)
47,532,000
59,989,000
107,521,000
Cutoff Grade
(% X)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Above 96.0 (CaCO3)
Mining Recovery
(%)
95.0
95.0
95.0
Notes: 1 Price Source from USGS Mineral Commodity Summaries 2023
2 Crushed limestone through the crushing circuit.
12.4.1 Reconciliation with Previous Estimates
Comparing TLC‘s high calcium limestone reserves as of December 31, 2023 with the estimates presented for December 31, 2021 a decrease of 3,185,000, tons
occurred which is the result of routine mine production.
12.5
Opinion of the Qualified Person
TLC has successfully mined this resource for many years using the same methods that are projected into the future. Significant increases in the cost of mining
coupled with large decreases in the selling price of limestone would be required to make mining uneconomic. Historically, TLC has been able to increase sales prices in line with
cost increases. The limestone and the overburden are consistent across the reserves and allow for stable operating requirements from year to year.
13
Mining Methods
13.1
Geotechnical and Hydrologic Considerations
The State of Texas currently does not require geotechnical or hydrology modeling in mining operations. Since the operation is an open pit mine, no geotechnical or
hydrological studies or models were needed.
The only geotechnical aspect of the mining investigated is modifying the blasting procedure to control the sizing of the limestone to be extracted. The only
investigation into hydrologic conditions in the mine was to confirm drainage patterns and formation dip in the floor so that rainwater could be controlled at the mining face. The
floor of the mine is above the water table of the area.
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13.2
Mine Operating Parameters
The TLC mine currently averages an annual production rate of approximately 1,600,000 tons per year. The current expected mine life at the average rate stated is
approximately 65 years.
Topsoil and vegetation are pushed aside utilizing conventional mining equipment. Some overburden is drilled using a five-inch bit. The spacing is determined by using
best mining practices. The mining contractor removes the loose and or blasted overburden using conventional mining equipment. The overburden is backfilled into a nearby pit
after the limestone has been extracted. The average stripping ratio for the life of mine is 1.0, with the highest stripping ratio of 1.8 and the lowest of zero. The standard
deviation of the annual stripping ratio over the life of the mine is 0.5. This low standard deviation shows that the stripping requirements are relatively uniform from year to
year.
The lowest strata of overburden is a shale layer that breaks away cleanly from the limestone ore body. The limestone ore body is drilled with a five-inch bit. The
burden and spacing for the drill hole pattern are determined by using best mining practices. The limestone ore body mining thickness typically ranges from 25 ft. to 35 ft.
Blastholes are sampled as required to confirm CaCO3 content and the desired mining thickness. The limestone is mined with conventional mining equipment. The mining
recovery is estimated to be 95%.
13.3
Mining Plan
Mining operations at the TLC property are straightforward and relatively simple. The overburden material is removed by contract stripping annually. This removal
is not generally considered a capitalized activity and is expensed as incurred. It is simply the most efficient and economical way to handle the overburden. Mining operations
are a repeated cycle of drilling and blasting the limestone benches followed by loading and haulage. TLC performs the drilling and a contractor carries out the blasting
operations. The mine completes the load and haul operations using conventional mining equipment with a small ancillary equipment fleet, including a water truck, grader, and
tracked dozer. Limestone is hauled to the crushing circuit.
13.4
Mine Plant, Equipment, and Personnel
The mining equipment fleet consists of three haul trucks, two loaders and a drill. Ancillary mobile equipment includes a water truck, a grader, an excavator, a dozer,
and light vehicles. Contractors have additional equipment for blasting and overburden removal operations. Equipment necessary for mining operations includes three water
pumps. The TLC mine operates 5 to 6 days per week depending on demand and maintenance requirements. Operating personnel, excluding contract operations, consist of nine
operators and two maintenance personnel, with a mine manager supervising the operations. Fig.13.4 shows the TLC estimated final pit boundaries.
Page 28 of 42
14
Processing and Recovery Methods
14.1
Crushing Circuit and Description
The TLC mine delivers mined limestone to the crushing circuit for processing and stockpiling. Afterwards the crushed limestone is sold or processed by TLC
operations to create higher-valued quicklime or limestone products.
There is no history of any interruptions, outages, shortages, or failures related to the crushing circuit which have materially affected the operation. The crushing
circuit has been in operation for many years. The QP believes the risk of such events significantly affecting the estimates of limestone mineral reserves documented here is low.
TLC personnel are the sources for this section.
14.2
Crushing Circuit Throughput and Design
The limestone is blasted and loaded into haul trucks by a loader in the pit then hauled to the primary crusher. The primary crusher is of more than sufficient size to
handle the daily mine production. The primary jaw crusher has been setup to maximize production for the size range required to feed the downstream part of the crushing
circuit. The crushing circuit after the primary crusher consists of delivery by a mile long conveyor belt to screens and a cone crusher. This equipment is very similar to those
installed at many aggregate plants throughout the United States. During the process any material that is rejected by the screening process is conveyed to surge piles where it
can be cycled back to be crushed and screened again. Once through this crushing circuit, the sized crushed limestone is moved by conveyor belts to stockpiles for distribution
to customers or the TLC operation for further processing.
14.3
Crushing Circuit Operational Requirements
The operational requirements are minimal. This is primarily because the crushing circuit is dry and does not utilize wash water in the process. Parts and equipment
needs are of operational importance. The conveyors, screens and crushers are from well-established manufacturers. This translates to available parts or replacement equipment.
The largest requirement for the crushing circuit is electricity. Maintenance is generally handled by TLC personnel and, other than repairs, consist of routine upkeep or worn
parts replacement.
14.4
Application of Novel or Unproven Technology
Mining operations at the site follow standard open pit methods for extracting limestone formations. The crushing system is comprised of readily available stone
processing equipment. There has not been any application of novel or unproven technologies or techniques.
15
Infrastructure
The TLC property is accessible by a paved state highway and the TLC mine operation by gravel roads and haul roads is maintained by the mine personnel. The mine
site is a land-locked location with no rail or port facilities access. The mine has an office and maintenance shop near the primary crusher. Three-phase electric power is
provided to the site via above-ground utility lines. Water is available, including dust control water for the mine, from a TLC-owned well on the property and potable water
from the county system. Extracted limestone haul truck load-out to the primary crusher located close to the active mining area. A mile-long conveyor transports stone to the
rest of the crushing circuit and crushed limestone stockpiles are adjacent to the plant area. Extracted limestone stockpiles and overburden piles are located in appropriate
locations in the mine area. A natural gas system pipeline crosses the property along the western side of the active mining area (Fig.15.1). Several natural gas well pads and
production lines, not owned by TLC, are on the property. These locations were preapproved by USLM management and situated to minimize hindrance to the mining process
(in valleys or mined-out areas). The associated wells and surface equipment are readily identified and fenced according to the regulations established by the Railroad
Commission of Texas. The light blue line is an electrical transmission line crossing the TLC property. Fig. 15.1 shows an aerial photo of the mine area and significant
infrastructure features.
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16
Market Studies
16.1
Market Outlook and Forecast
Demand for crushed limestone produced at the TLC mine is from various customers in the DFW market area and the TLC plant which also largely provides products
into the same area.
Demand for limestone for the TLC operations has averaged approximately 1,600,000 tons per year over the previous five years. Demand for lime and crushed
limestone materials from TLC’s operations is from stable markets including the construction industry, aggregate, paper and glass manufacturers, municipal sanitation and water
treatment facilities, roof shingle manufacturers, poultry and cattle feed producers, and oil and gas services industries. Current market conditions for these customers should
result in continued steady demand for lime and crushed limestone materials in TLC’s market areas for the foreseeable future.
16.2
Material Contracts
There are no individual material contracts with outside purchasers.
17
Environmental Studies, Permitting and Plans, Negotiations, or Agreements with Local Individuals or Groups
17.1
Environmental Studies and Permitting Requirements
The State of Texas has abundant laws and regulations pertaining to surface mining and reclamation for petroleum and coal resources; however, there are little to no
regulations relating to other mineral resources, including limestone. Nearly all lands in Texas are privately owned and rarely state or federally owned. A private landowner is
free to develop and use non-petroleum resources on his land. Other than environmental regulations, the State of Texas does not require a mining/reclamation permit to operate a
limestone mine on private land. USLM furnished the environmental permit information provided in Table 17.1 consisting of the permits associated with the mine.
Table 17.1 Mining and Environmental Permits
Permit Number
Issue Date
20519 January 11, 2016
TX05M322 January 11, 2016
Issuer
TCEQ
TCEQ
Purpose
Expiration Date
Status
Air Quality
Storm Water
January 11, 2026
January 11, 2026
In Place, Active
In Place, Active
The above-referenced air permit covers the mine’s extracted limestone load-out area at the plant’s crushing circuit and the rest of the non-mining operational areas.
The stormwater permit covers weather-related discharge throughout the operations, including the mine areas.
17.2
Overburden, Site Monitoring, and Water Management
Non-production mine material consists of overburden with a minor amount of unusable limestone from the blasting process. Considerable natural erosion has
occurred in areas at the mine site. Large areas exist where there is little to no overburden over the ore zone. When mining progresses into areas with overburden, it is utilized to
backfill the active pits to the extent the material is
Page 30 of 42
available.
The only water used in the mining operation is for dust control. Stormwater is allowed to run off by way of pre-existing natural erosion pathways. In some areas,
stormwater must be pumped to a natural drainage from a mine sump used to control standing water at the mining face. The TLC mine area is situated above the natural water
table. There are no natural artesian springs or flowing water outlet points associated with mining areas. Therefore, there is no requirement or need for groundwater monitoring.
There are no existing environmental site monitors related to the mine.
17.3
Post-Mining Land Use and Reclamation
The State of Texas has no standard reclamation regulations for mine closure at this time. Currently, the mining operations use the stripped overburden to backfill the
active pit as the volume allows.
17.4
Local or Community Engagement and Agreements
The operation has developed relationships over the years with various neighboring communities, including the adjacent Cleburne State Park.
17.5
Opinion of the Qualified Person
Texas is a heavily regulated State of environmental laws and regulations and has numerous permits that require ongoing compliance and oversight from the State
agency. TLC and USLM personnel are well trained and stay up to date on all environmental regulations. All permits require constant reporting and oversight from the State
environmental agency. In the QP’s opinion, there are no current or outstanding issues in environmental governance.
18
Capital and Operating Costs
The TLC mine has been a stable producer of crushed limestone using the current equipment fleet and operating parameters for many years. This operating history
and its 2024 budget were used to estimate the unit costs for limestone mining, overburden stripping, and annual sustaining capital expenditures. As the area where mining
activity changes, the distance from the existing crushing facility changes, causing changes to the haulage distance. This will require changes to the haul truck fleet size in certain
future years. Capital and operating costs reflect the increased haulage requirement as shown in Appendix B. The fleet size is four trucks from 2024 until 2031. From 2031 to
2039 the fleet size is five trucks. From 2040 to 2041 the fleet size is three trucks. From 2042 to 2047 the fleet size is four trucks and from 2048 to 2062 the fleet size is five
trucks. Tables 18.1 and 18.2 set forth estimated capital costs and operating costs, respectively, used to estimate future operations for the TLC mine.
18.1
Capital Costs
Table 18.1 Capital Costs
Capital Cost Estimate
Annual Maintenance of Operations
Haul Truck Cost
18.2
Operating Costs
Table 18.2 Operating Costs
Operating Cost Estimate
Limestone Mining Cost Per Ton
Contractor Limestone Mining Cost per Ton
Overburden Stripping Cost Per Ton
Cost
$1,315,000
$900,000
Cost
$4.81
$5.05
$2.25
18.3
Accuracy of Capital and Operating Cost Estimates
The production and unit cost estimates are based on actual past performance and the customary internal budget review and approvals process. Operating volumes
are well-defined and understood, as are mining and processing productivities. The operating cost accuracy and contingency factors were estimated by comparing the past five
years of costs to budgeted amounts. The operating cost accuracy estimation is +/- 15% and the contingency factor is