United States Lime & Minerals Inc 10-K for FY2022
United States Lime & Minerals Inc (USLM)
About this 10-K
United States Lime & Minerals Inc filed this 10-K on February 23, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $236.15M
- up 24.8% from $189.26M a year earlier
- Net income
- $45.43M
- up 22.6% from net income of $37.05M a year earlier
- Diluted EPS
- $8.00
- up 22.3% from $6.54 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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(Mark One) | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission File Number
United States Lime & Minerals, Inc.
(Exact name of Registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 ☐
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 ☐
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.
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).
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.
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| Large accelerated filer | ☐ | | |
Non-accelerated filer | ☐ | | Smaller reporting company | |
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant 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.
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
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, 2022: $
Number of shares of Common Stock outstanding as of February 22, 2023:
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant’s definitive Proxy Statement to be filed for its 2023 Annual Meeting of Shareholders. Part IV incorporates certain exhibits by reference from the Registrant’s previous filings.
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS.
General.
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, agriculture (including poultry producers), and oil and gas services 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 extracts high-quality limestone from its open-pit quarries and underground mines and then processes it for sale as pulverized limestone, aggregate, quicklime, hydrated lime and lime slurry. Pulverized limestone (also referred to as ground calcium carbonate) (“PLS”) 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.
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 a 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 2022, 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.
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),
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metals producers (including steel producers), environmental customers (including municipal sanitation and water treatment facilities and flue gas treatment processes), roof shingle manufacturers, poultry and cattle feed producers, and oil and gas services companies.
Approximately 650 customers accounted for the Company’s sales of lime and limestone products during 2022. 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 our 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 2022 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 three subsidiaries that extract limestone from open-pit quarries: Texas Lime Company (“Texas Lime”), which is located near Cleburne, Texas; Arkansas Lime Company (“Arkansas Lime”), which is located near Batesville, Arkansas; and Mill Creek Dolomite, LLC (“Mill Creek”), which the Company acquired on February 9, 2022, located near Mill Creek, Oklahoma. U.S. Lime Company-St. Clair (“St. Clair”) extracts limestone from an underground mine located near Marble City, Oklahoma. Carthage Crushed Limestone (“Carthage”) extracts limestone from an underground mine located in Carthage, Missouri. Colorado Lime Company (“Colorado Lime”) owns property containing limestone deposits at Monarch Pass, Colorado. Existing crushed stone 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 Company mined approximately 4 million tons of limestone from its quarries and mines during the year ended December 31, 2022, and approximately 3 million tons of limestone during each of the years ended December 31, 2021 and 2020.
The Company engaged SYB Group, LLC (“SYB”) to serve as the Qualified Person (“QP”) to prepare estimates of the limestone mineral resources and reserves, as of December 31, 2021, at all of its properties except for Carthage, Mill Creek, and Colorado Lime. The QP was not retained to prepare estimates at those locations because the Company has not completed a drilling program sufficient to enable the QP to prepare estimates of the limestone mineral resources and reserves at those properties. As of December 31, 2022, the QP assessed the underlying material assumptions and information set forth in the technical report summaries for the Texas Lime Quarry, the Batesville Quarry, the Love Hollow Quarry, and the St. Clair Mine, including assumptions related to modifying factors, price estimates, and scientific and technical information. During 2022, no new drilling programs were instituted at the locations covered by the QP’s technical report summaries as of December 31, 2021. Resources and reserves were calculated using an $11.05 per ton price assumption based on the U.S. Geological Survey Mineral Commodity Summaries 2021. The U.S. Geological Survey Mineral Commodity Summaries 2022 increased the price to $12.70 per ton, but the QP has determined that the change in price did not have a material impact on the calculation of the reserves and resources and that all material assumptions and information remained current as of December 31, 2022.
Summaries of the Company’s total limestone mineral resources and reserves for all properties other than Carthage, Mill Creek, and Colorado Lime as of December 31, 2022 and 2021 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 reserves are included in limestone mineral resources, net of any mining loss factors.
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Summary of Total Limestone Mineral Resources as of December 31, 2022 | |||||
| Cutoff Grade | Indicated | Cutoff Grade | Measured + Indicated | Cutoff Grade |
281,539,000 | Above 96.0% (CaCO3) | 137,986,000 | Above 96.0% (CaCO3) | 419,525,000 | Above 96.0% (CaCO3) |
Summary of Total Limestone Mineral Resources as of December 31, 2021 | |||||
| Cutoff Grade | Indicated | Cutoff Grade | Measured + Indicated | Cutoff Grade |
284,993,000 | Above 96.0% (CaCO3) | 137,986,000 | Above 96.0% (CaCO3) | 422,979,000 | Above 96.0% (CaCO3) |
Summary of Total Limestone Mineral Reserves as of December 31, 2022 | |||||
Proven Reserves | Cutoff Grade | Probable Reserves | Cutoff Grade | Total Mineral Reserves | Cutoff Grade |
161,071,000 | Above 96.0% (CaCO3) | 72,037,000 | Above 96.0% (CaCO3) | 233,108,000 | Above 96.0% (CaCO3) |
Summary of Total Limestone Mineral Reserves as of December 31, 2021 | |||||
Proven Reserves | Cutoff Grade | Probable Reserves | Cutoff Grade | Total Mineral Reserves | Cutoff Grade |
164,146,000 | Above 96.0% (CaCO3) | 72,037,000 | Above 96.0% (CaCO3) | 236,183,000 | Above 96.0% (CaCO3) |
Set forth below is a description of each of the Company’s mining properties. The Company considers the four mining properties associated with Texas Lime, Arkansas Lime (2 properties) 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 mining properties are disclosures with respect to such property’s limestone mineral resources and reserves. For additional information with respect to these four properties, see the Technical Report Summaries prepared by SYB, as of December 31, 2021, in Exhibits 96.1-96.4 to this Report on Form 10-K.
Texas Lime owns a quarry and has PLS, lime, and hydrated lime production facilities, located on approximately 5,200 acres of land in Johnson County, Texas that contains known high-quality limestone resources in a bed averaging 25 to 35 feet in thickness (the “Texas Lime Quarry”). As of December 31, 2022, Texas Lime had 115 million tons of measured limestone mineral resources, which included 62 million tons of proven reserves plus 48 million tons of probable reserves. Assuming the current level of production and recovery rate is maintained, the Company estimates that these reserves are sufficient to sustain operations for approximately 73 years. The tables below summarize the limestone mineral resources and reserves at the Texas Lime Quarry as of December 31, 2022 and 2021.
Texas Lime Quarry - Summary of Limestone Mineral Resources | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Resources (tons) | Cutoff Grade | Processing Recovery | | Resources (tons) | Cutoff Grade | Processing Recovery |
Measured Mineral Resources | 114,838,000 | 96.0(CaCO3) | N/A | | 116,533,000 | 96.0(CaCO3) | N/A |
Indicated Mineral Resources | - | - | N/A | | - | - | N/A |
Total Measured + Indicated | 114,838,000 | 96.0(CaCO3) | N/A | | 116,533,000 | 96.0(CaCO3) | N/A |
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Texas Lime Quarry - Summary of Limestone Mineral Reserves | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Reserves (tons) | Cutoff Grade | Mining Recovery | | Reserves (tons) | Cutoff Grade | Mining |
Proven Reserves | 61,564,000 | 96.0(CaCO3) | 95% | | 63,174,000 | 96.0(CaCO3) | 95% |
Probable Reserves | 47,532,000 | 96.0(CaCO3) | 95% | | 47,532,000 | 96.0(CaCO3) | 95% |
Total Mineral Reserves | 109,096,000 | 96.0(CaCO3) | 95% | | 110,706,000 | 96.0(CaCO3) | 95% |
Arkansas Lime owns a quarry, and has PLS, lime, and hydrated lime production facilities, located on approximately 1,260 acres of land located in Independence County, Arkansas that contains known high-quality limestone resources in a bed averaging 60 feet in thickness (the “Batesville Quarry”). As of December 31, 2022, the Batesville Quarry had 8 million tons of indicated limestone mineral resources and 15 million tons of measured limestone mineral resources, which included 8 million tons of proven reserves and 3 million tons of probable reserves. Based on forecasted production levels and recovery rates, the Company estimates that these reserves are sufficient to sustain operations for approximately 24 years. The tables below summarize the limestone mineral resources and reserves at the Batesville Quarry as of December 31, 2022 and 2021.
Batesville Quarry - Summary of Limestone Mineral Resources | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Resources (tons) | Cutoff Grade | Processing Recovery |
| Resources (tons) | Cutoff Grade | Processing Recovery |
Measured Mineral Resources | 14,921,000 | 96.0(CaCO3) | N/A | | 16,010,000 | 96.0(CaCO3) | N/A |
Indicated Mineral Resources | 8,239,000 | 96.0(CaCO3) | N/A | | 8,239,000 | 96.0(CaCO3) | N/A |
Total Measured + Indicated | 23,160,000 | 96.0(CaCO3) | N/A | | 24,249,000 | 96.0(CaCO3) | N/A |
Batesville Quarry - Summary of Limestone Mineral Reserves | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Reserves (tons) | Cutoff Grade | Mining Recovery1 | | Reserves (tons) | Cutoff Grade | Mining Recovery1 |
Proven Reserves | 8,192,000 | 96.0(CaCO3) | 82%/75% | | 9,085,000 | 96.0(CaCO3) | 82%/75% |
Probable Reserves | 3,458,000 | 96.0(CaCO3) | 82%/75% | | 3,458,000 | 96.0(CaCO3) | 82%/75% |
Total Mineral Reserves | 11,650,000 | 96.0(CaCO3) | 82%/75% | | 12,543,000 | 96.0(CaCO3) | 82%/75% |
1Mining recovery is listed as open pit/underground recovery.
In 2005, the Company acquired an additional quarry associated with Arkansas Lime, located on approximately 2,500 acres of land in Izard County, Arkansas (the “Love Hollow Quarry”). In 2022, the Company improved and developed the transportation infrastructure between the Love Hollow Quarry and Arkansas Lime’s production facilities and 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, 2022, the Love Hollow Quarry had 116 million tons of measured limestone mineral resources, which included 68 million tons of proven reserves and 21 million tons of probable reserves. Based on forecasted production levels and recovery rates, the Company estimates that these reserves are sufficient to sustain operations for approximately 80 years. The tables below summarize the limestone mineral resources and reserves at the Love Hollow Quarry as of December 31, 2022 and 2021.
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Love Hollow Quarry - Summary of Limestone Mineral Resources | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Resources (tons) | Cutoff Grade | Processing Recovery | | Resources (tons) | Cutoff Grade | Processing Recovery |
Measured Mineral Resources | 115,741,000 | 96.0(CaCO3) | N/A | | 115,802,000 | 96.0(CaCO3) | N/A |
Indicated Mineral Resources | - | - | N/A | | - | - | N/A |
Total Measured + Indicated | 115,741,000 | 96.0(CaCO3) | N/A | | 115,802,000 | 96.0(CaCO3) | N/A |
Love Hollow Quarry - Summary of Limestone Mineral Reserves | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Reserves (tons) | Cutoff Grade | Mining Recovery1 | | Reserves (tons) | Cutoff Grade | Mining Recovery1 |
Proven Reserves | 68,442,000 | 96.0(CaCO3) | 95%/75% | | 68,500,000 | 96.0(CaCO3) | 95%/75% |
Probable Reserves | 21,047,000 | 96.0(CaCO3) | 95%/75% | | 21,047,000 | 96.0(CaCO3) | 95%/75% |
Total Mineral Reserves | 89,489,000 | 96.0(CaCO3) | 95%/75% | | 89,547,000 | 96.0(CaCO3) | 95%/75% |
1Mining recovery is listed as open pit/underground recovery.
St. Clair operates an underground mine and has PLS, lime, 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 (the “St. Clair Mine”). As of December 31, 2022, the St. Clair Mine had 130 million tons of indicated limestone mineral resources and 36 million tons of measured limestone mineral resources, including 23 million tons of proven reserves. Assuming the current level of production and recovery rate is maintained, the Company estimates that these reserves are sufficient to sustain operations for approximately 52 years. The tables below summarize the limestone mineral resources and reserves at the St. Clair Mine as of December 31, 2022 and 2021.
St. Clair Mine - Summary of Limestone Mineral Resources | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Resources (tons) | Cutoff Grade | Processing Recovery | | Resources (tons) | Cutoff Grade | Processing Recovery |
Measured Mineral Resources | 36,039,000 | 96.0(CaCO3) | N/A | | 36,648,000 | 96.0(CaCO3) | N/A |
Indicated Mineral Resources | 129,747,000 | 96.0(CaCO3) | N/A | | 129,747,000 | 96.0(CaCO3) | N/A |
Total Measured + Indicated | 165,786,000 | 96.0(CaCO3) | N/A | | 166,395,000 | 96.0(CaCO3) | N/A |
St. Clair Mine - Summary of Limestone Mineral Reserves | |||||||
as of December 31, 2022 |
| as of December 31, 2021 | |||||
Resource Category | Reserves (tons) | Cutoff Grade | Mining Recovery | | Reserves (tons) | Cutoff Grade | Mining Recovery |
Proven Reserves | 22,873,000 | 96.0(CaCO3) | 81% | | 23,387,000 | 96.0(CaCO3) | 81% |
Probable Reserves | - | 96.0(CaCO3) | 81% | | - | 96.0(CaCO3) | 81% |
Total Mineral Reserves | 22,873,000 | 96.0(CaCO3) | 81% | | 23,387,000 | 96.0(CaCO3) | 81% |
Carthage operates an underground mine and has 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, which the Company acquired on February 9, 2022, operates an open pit quarry and production facilities located on approximately 570 acres that it owns where it mines and processes industrial grade crushed dolomite.
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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 and dolomite.
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 Labs analyze 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, Mill Creek, and Love Hollow 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 its St. Clair and Carthage underground mines, the Company mines limestone using room and pillar mining. We have 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, limestone is crushed and screened 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 processes and distributes lime and/or limestone products at four 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 and the terminal facilities, also by rail.
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 630 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 mine that produce both aggregates and PLS. The equipment has the capacity to produce approximately 900 thousand tons annually.
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The Mill Creek plant has facilities located next to the mine that produces 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 2022, the Company’s utilization rate was approximately 70% of its aggregate 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 (“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, 2022, the Company employed 338 persons, 73 of whom were represented by unions. The Company is a party to two collective bargaining agreements. The collective bargaining agreement for the Texas facilities expires in November 2023. The collective bargaining agreement for the Carthage facilities expires in May 2025. A collective bargaining agreement for the Arkansas facilities was set to expire in January 2023; however, in November 2022, the Company received objective evidence that a majority of the bargaining unit employees at the Arkansas facilities no longer supported union representation, and the Company, therefore, withdrew recognition from the union. The withdrawal of recognition is pending a review in Region 15 of the National Labor Relations Board. 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.
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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 2022 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. In response to the COVID-19 pandemic, the Company is continuing to focus on the health and safety of its employees and other individuals at its facilities that produce lime and limestone products to the essential businesses and communities that it serves.
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.
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
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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. We believe that our modernization and expansion projects in Texas, Arkansas, and Oklahoma and our recent acquisitions, along with our lime slurry operations in Texas, should allow us to continue to remain competitive, protect our markets and position ourselves for the future. In addition, we will continue to evaluate internal and external opportunities for expansion, growth and increased profitability, as conditions warrant, or opportunities arise. We may have to revise our 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, 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.
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 us to obtain authorization to construct or modify existing facilities, and the Company’s 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 final rule lowering the ground-level ozone NAAQS to 70 parts per billion. In November 2022, the Dallas-Fort Worth nonattainment area, which includes the Texas Lime facility, was re-designated as “severe nonattainment.” State environmental agencies in the states in which the Company operates are currently in the process of revising their SIPs to comply with the new ground-level ozone NAAQS and the redesignation of nonattainment areas. Most recently, in January 2023, EPA announced its proposed decision to reduce the NAAQS for fine particulate matter.
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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 January 2023, under Section 112 of the Clean Air Act, 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”) within the lime industry. This proposed rule would establish stringent emission limitations for four hazardous air pollutants which will require additional pollution control equipment at our lime kilns subject to the rule. While the proposed rule is currently undergoing public comment, 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 probable, 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 also 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.
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 lime 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.
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The Company incurred capital expenditures related to environmental matters of $0.8 million, $0.5 million, and $0.7 million in 2022, 2021, and 2020, 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 $0.4 million, $0.7 million and $0.5 million in 2022, 2021 and 2020, 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 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 the surface mines. These regulations require permitting with the respective state to ensure reclamation 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 $1.6 million for AROs at December 31, 2022 is reasonable.
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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 Cleburne, 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, 2022, the overall average interest under the oil and gas rights lease was 34.7% on 33 producing wells.
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, 2022, 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
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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 $0.9 million as of December 31, 2022.
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 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, heavy rains, flooding, ice storms, freezing weather, drought and other natural events, that may affect operations, transportation 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 inflationary pressures, 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 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 conflict between Russia and Ukraine, and the sanctions and other actions resulting therefrom, could further increase our energy costs. Additionally, recent railroad delivery issues have prevented us from receiving contractual levels of coal and petroleum coke on a timely basis. If we are unable to continue to pass along our increasing 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.
To maintain our competitive position in the lime and limestone industry, we may need to continue to increase the efficiency of our operations and expand production capacity, obtain financing for any such projects and acquisitions at reasonable interest rates and acceptable terms 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. Such projects and acquisitions may require that we incur substantial debt, which may not be
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available to us at all or at reasonable interest rates or on acceptable terms. 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.
Although prices for our lime and limestone products have generally kept up with inflation, we have experienced periods of pricing competition and pressures in recent years. 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 involves 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 cyber-security 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 cyber-security breaches.
Our IT systems security measures are focused on the prevention, detection and remediation of damage from computer viruses, natural disasters, unauthorized access, cyber-attack and other similar disruptions. However, our IT systems protection measures may not be successful in preventing unauthorized access, intrusion and damage. 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, accident or security breach involving our IT systems could result in disruption to our operations. A material breach in the security of our IT systems could negatively impact our mining and manufacturing operations, sales or financial and administrative functions or result in the compromise of personal information of our employees, customers or suppliers. To the extent any such failure, accident or security breach 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 cyber-security event, we may incur substantial costs, including remediation costs, such as liability for stolen assets or information, repairs of system damage, legal costs and costs associated with regulatory actions.
COVID-19 Risks
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 ongoing COVID-19 pandemic continues to impact our business, particularly as it relates to rising costs and supply chain delays and disruptions, which may be amplified by new variants of the COVID-19 virus and governmental responses to any outbreaks of infections. The extent to which the pandemic will continue to impact our business results and operations remains uncertain considering the rapidly evolving environment, duration and severity of the spread of COVID-19, and emerging variants.
The continued impact of COVID-19 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
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plant shutdowns due to 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. Although we cannot predict future developments, which are highly uncertain, including the scope and duration of the pandemic, and actions taken by governmental authorities, including mandated vaccination programs, the COVID-19 pandemic could have a material adverse effect on our financial condition, results of operations, cash flows and competitive position.
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 regulatory uncertainty, which has been heightened by the current divides in the branches of the United States federal government. 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 the costs for our customers or increase the Company’s cost of compliance with 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 a potential U.S. government default 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 a carbon tax, a cap-and-trade program requiring companies to purchase carbon credits, the imposition of greenhouse gas emission limits 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, 2022, 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 regulatory risks, including those relating to 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 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 3 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, 2022 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
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communicating with employees; following safety standards and establishing and improving safe work practices; involving employees in safety processes; and recording, reporting and investigating accidents, incidents and losses to avoid reoccurrence.
Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the enforcement of mining safety and health standards on all aspects of mining operations. There has also been an increase in the dollar penalties assessed for citations and orders issued in recent years.
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 22, 2023, the Company had approximately 350 shareholders of record.
As of February 22, 2023, the Company had 500,000 shares of $5.00 par value preferred stock authorized; however, none has been issued.
18
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 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, 2017, and that all cash dividends, including the special cash dividend paid in the fourth quarter 2019, have been reinvested.
|
| 2017 |
| 2018 |
| 2019 |
| 2020 |
| 2021 |
| 2022 |
|
U.S. LIME & MINERALS, INC. |
| 100.00 |
| 92.74 |
| 125.27 |
| 159.30 |
| 181.12 |
| 198.94 | |
NASDAQ COMPOSITE INDEX |
| 100.00 |
| 97.16 |
| 132.81 |
| 192.47 |
| 235.15 |
| 158.65 | |
PEER GROUP | | 100.00 | | 54.00 | | 80.14 | | 81.94 | | 133.30 | | 104.04 | |
The Company’s Amended and Restated 2001 Long-Term Incentive 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 $140.76 per share, the fair market value of one share on the date they were tendered to the Company, in the fourth quarter 2022 for payment of tax withholding liability upon the lapse of restrictions on restricted stock.
19
ITEM 6. [RESERVED]
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 cyber-security incidents or ransomware attacks, utility disruptions, supply chain delays and disruptions, labor shortages and disruptions, or regulatory requirements; (v) volatile coal, petroleum coke, diesel, natural gas, electricity, and transportation costs and the consistent availability of trucks, truck drivers and rail cars to deliver the Company’s products to its customers and solid fuels to its plants on a timely basis at competitive prices; (vi) 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, default on U.S. government obligations, trade wars, tariffs, international incidents, including the Russian conflict with Ukraine, 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, transportation, labor, and services; (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 reserves and remaining lives of reserves; (x) the impact of future variants of the novel coronavirus (“COVID-19”) or other potential global pandemics 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.
20
OVERVIEW.
Set forth below is certain selected financial data for the five years ended December 31, 2022:
| | Years Ended December 31, |
| |||||||||
|
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
| |
| | (dollars in thousands, except per share amounts) |
| |||||||||
Operating results | | | | | | | | | | | | |
Lime and limestone revenues | | $ | 233,421 |
| 187,365 |
| 159,707 |
| 156,981 |
| 141,922 | |
Other revenues | |
| 2,729 |
| 1,890 |
| 997 |
| 1,296 |
| 2,513 | |
Total revenues | | $ | 236,150 |
| 189,255 |
| 160,704 |
| 158,277 |
| 144,435 | |
Gross profit | | $ | 70,342 |
| 59,260 |
| 47,587 |
| 41,676 |
| 30,486 | |
Operating profit (1) | | $ | 54,783 |
| 46,417 |
| 33,869 |
| 29,246 |
| 20,002 | |
Income before income tax expense | | $ | 56,562 |
| 46,518 |
| 34,072 |
| 30,900 |
| 21,568 | |
Income tax expense | | $ | 11,133 | | 9,473 | | 5,849 | | 4,844 | | 1,883 | |
Net income | | $ | 45,429 |
| 37,045 |
| 28,223 |
| 26,056 |
| 19,685 | |
Net income per share of common stock: | | | | | | | | | | | | |
Basic | | $ | 8.01 |
| 6.55 |
| 5.01 |
| 4.64 |
| 3.52 | |
Diluted | | $ | 8.00 | | 6.54 | | 5.00 | | 4.64 | | 3.51 | |
Dividends per share of common stock (2) | | $ | 0.80 |
| 0.64 |
| 0.64 |
| 5.89 |
| 0.54 | |
| (1) | Operating profit for the years ended December 31, 2020 and 2019 was adversely impacted by impairment charges of $1,550 and $930 to adjust the carrying value of the long-lived assets related to the Company’s natural gas interests. |
| (2) | Dividends per share of common stock for 2019 included a special dividend of $5.35 per share. |
| | As of December 31, |
| |||||||||
|
| 2022 |
| 2021 |
| 2020 |
| 2019 |
| 2018 |
| |
Total assets | | $ | 367,772 |
| 279,098 |
| 247,037 |
| 244,671 |
| 228,446 | |
Stockholders’ equity per outstanding common share | | $ | 56.51 |
| 49.10 |
| 43.06 |
| 38.62 |
| 39.76 | |
Employees | |
| 338 |
| 308 |
| 317 |
| 282 |
| 287 | |
General.
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 expense and interest and other income to our Lime and Limestone Operations.
On July 1, 2020, we acquired Carthage, a limestone mining and production company located in Carthage, Missouri, for $8.4 million cash. On February 9, 2022, we acquired Mill Creek, a dolomite mining and production company located in Mill Creek, Oklahoma, for $5.6 million cash. We believe that these acquisitions will complement our existing geographic footprint.
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. In the fourth quarter 2020, we recognized an impairment charge of $1.6 million ($1.2 million, net of tax) related to our natural gas interests. The carrying values of the long-lived assets related to our natural gas interests were $0.9 million as of December 31, 2022. 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 24.8% in 2022 compared to 2021. Revenues from our Lime and Limestone Operations increased 24.6% in 2022, compared to 2021, primarily due to increased demand from our construction, oil and gas services, and steel customers. Revenues in 2022 were also favorably impacted by an increase in average selling prices for our lime and limestone products of 10.6%.
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Our gross profit increased 18.7% in 2022 compared to 2021. Gross profit from our Lime and Limestone Operations in 2022 increased 17.6%, compared to 2021, primarily due to the increased revenues discussed above, partially offset by increased lime and limestone production costs, principally from higher transportation, energy, labor, and supplies costs.
Our net income increased $8.4 million, or 22.6%, in 2022, compared to 2021. Net income per fully diluted share increased to $8.00 in 2022, compared to $6.54 in 2021.
Cash flows from operations enabled us to make $32.4 million of capital investments in 2022, including the acquisition of Mill Creek. It also enabled us to pay $4.5 million in dividends in 2022 and increase our cash balances to $133.3 million as of December 31, 2022, compared to $105.4 million as of December 31, 2021. As of December 31, 2022 and 2021, we had no debt outstanding.
Absent a significant acquisition opportunity arising during 2023, we anticipate funding our operating and capital needs, and our quarterly cash dividend 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 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 snow storms, cold 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 construction, oil and gas services, and steel customers increased in 2022.
In 2022, we experienced rising costs, especially transportation, energy, labor, and supplies costs, and supply chain delays and disruptions as the global economy came out of restrictions related to the COVID-19 pandemic. We continue to monitor and assess the impact of the COVID-19 pandemic, including the emergence of new variants of the virus, implementation of new or enhanced pandemic-related restrictions, and the possibility of additional wide-spread or localized outbreaks of infections, any of which could have an adverse effect on our financial condition, results of operations, cash flows and competitive position.
In 2014 and 2015, Texas approved two constitutional amendments authorizing a portion of oil and gas tax revenues to be deposited into the State Highway Fund, for certain other sales and use tax revenues to be directed to the State Highway Fund and, beginning in Texas’ fiscal 2020, for certain state motor vehicle sales and rental tax revenues to be directed to the State Highway Fund. In its fiscal 2022, Texas transferred approximately $4.5 billion of such tax revenues to the State Highway Fund from these two amendments, with almost $23 billion transferred since 2015. In 2021, the United States Congress passed the Infrastructure Investment and Jobs Act, which is estimated to apportion approximately $26.9 billion to Texas for federal-aid highway programs, of which $5.2 billion was for Texas’ fiscal 2022 and the remainder is estimated for fiscal 2023 through fiscal 2026. 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, 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
22
up-to-date, fuel-efficient plant facilities, which have resulted in lower production costs and greater operating efficiencies, thus enhancing our competitive position. All of our rotary kilns are now fuel-efficient preheater kilns. The addition of the vertical kiln at St. Clair in 2019 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 recent 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 2022. 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, as noted above, we put a more fuel-efficient kiln in service at St. Clair, and 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 recent 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, cyber-security 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 2022 included $2.7 million from our natural gas interests, compared to $1.9 million in 2021. Gross profit in 2022 included $1.4 million from our natural gas interests, compared to $0.6 million in 2021.
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
23
the following critical accounting policies require the most significant management estimates and judgments used in the preparation of our consolidated financial statements.
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.
24
RESULTS OF OPERATIONS.
The following table sets forth certain financial information expressed as a percentage of revenues for the three years ended December 31, 2022:
| | Year Ended December 31, |
| | ||||
|
| 2022 |
| 2021 |
| 2020 |
| |
Lime and limestone revenues |
| 98.8 | % | 99.0 | % | 99.4 | % | |
Other revenues |
| 1.2 | | 1.0 | | 0.6 | | |
Total revenues |
| 100.0 | | 100.0 | | 100.0 | | |
Cost of revenues | | | | | | | | |
Labor and other operating expenses |
| (60.9) | | (57.8) | | (58.3) | | |
Depreciation, depletion and amortization |
| (9.3) | | (10.9) | | (12.1) | | |
Gross profit |
| 29.8 | | 31.3 | | 29.6 | | |
Selling, general and administrative expenses |
| (6.6) | | (6.8) | | (7.6) | | |
Impairment of long-lived assets |
| — | | — | | (1.0) | | |
Operating profit |
| 23.2 | | 24.5 | | 21.1 | | |
Other (expense) income: | | | | | | | | |
Interest expense |
| (0.1) | | (0.1) | | (0.2) | | |
Interest and other income, net |
| 0.8 | | 0.2 | | 0.3 | | |
Income tax expense |
| (4.7) | | (5.0) | | (3.6) | | |
Net income |
| 19.2 | % | 19.6 | % | 17.6 | % | |
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 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% average increase in 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 $11.1million, 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.
Selling, general and administrative expenses (“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.
Interest expense was $0.3 million in 2022 and 2021. We had no outstanding debt during either 2022 or 2021.
Interest and other income, net was $2.0 million in 2022, compared to $0.4 million in 2021, an increase of $1.7 million, or 479.2%. The increase in interest and other income, net in 2022 compared to 2021 was due to higher interest rates on higher average balances in our cash and cash equivalents.
25
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 cost depletion.
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%.
2021 vs. 2020
Our revenues for 2021 increased to $189.3 million from $160.7 million in 2020, an increase of $28.6 million, or 17.8%. Revenues from our Lime and Limestone Operations in 2021 increased $27.7 million, or 17.3%, to $187.4 million from $159.7 million in 2020. The increase in revenues from our Lime and Limestone Operations was primarily due to a 16.4% increase in sales volumes of our lime and limestone products principally to our construction, steel, environmental, industrial, roofing, and agriculture customers. In 2020, the COVID-19 pandemic and related restrictions on business activities resulted in a general economic slowdown, which disproportionately impacted certain industries that purchase our lime and limestone products. In addition, we realized a 0.9% average increase in prices for our lime and limestone products in 2021, compared to 2020. Other revenues included $1.9 million and $1.0 million in 2021 and 2020, respectively, from our natural gas interests.
Our gross profit increased to $59.3 million for 2021 from $47.6 million for 2020, an increase of $11.7 million, or 24.5%. Gross profit from our Lime and Limestone Operations for 2021 was $58.7 million, compared to $48.0 million in 2020, an increase of $10.7 million, or 22.2%. The increase in gross profit in 2021, compared to 2020, resulted primarily from the increased revenues discussed above and increased operating efficiencies, partially offset by higher energy costs. Gross profit also included a $0.6 million profit in 2021 and a $(0.4) million loss in 2020 from our natural gas interests.
SG&A increased to $12.8 million for 2021, an increase of $0.7 million, or 5.5%, compared to $12.2 million for 2020. As a percentage of revenues, SG&A was 6.8% in 2021, compared to 7.6% in 2020. The increase in SG&A was primarily due to increased personnel expenses in 2021, compared to 2020.
In the fourth quarter 2020, we recognized an impairment charge of $1.6 million ($1.2 million, net of tax) to adjust the carrying values of the long-lived assets related to our natural gas interests. At December 31, 2021, the long-lived assets related to our natural gas interests had a carrying value of $1.5 million.
Interest expense was $0.3 million in 2021, compared to $0.2 million in 2020. We had no outstanding debt during either 2021 or 2020.
Interest and other income, net was $0.4 million in 2021, compared to $0.5 million in 2020.
Income tax expense was $9.5 million in 2021, for an effective rate of 20.4%, compared to $5.8 million in 2020, for an effective rate of 17.2%, an increase of $3.6 million, primarily due to the increase in income before taxes in 2021, compared to 2020. Our effective income tax rates for 2021 and 2020 were reduced from the statutory rate primarily due to statutory depletion in excess of cost depletion.
Net income increased to $37.0 million ($6.54 per share diluted) in 2021, compared to $28.2 million ($5.00 per share diluted) in 2020, an increase of $8.8 million, or 31.3%.
26
Summary of Quarterly Financial Data
(dollars in thousands except per share amounts)
| | 2022 |
| ||||||||||
| | March 31, | | June 30, | | September 30, | | December 31, |
| ||||
Revenues |
| |
|
| |
|
| |
|
| |
| |
Lime and limestone operations | | $ | 50,296 | | $ | 59,613 | | $ | 65,699 | | $ | 57,813 | |
Other | |
| 613 | |
| 879 | |
| 758 | |
| 479 | |
| | $ | 50,909 | | $ | 60,492 | | $ | 66,457 | | $ | 58,292 | |
Gross profit | | | | | | | | | | | | | |
Lime and limestone operations | | $ | 14,197 | | $ | 15,975 | | $ | 22,166 | | $ | 16,613 | |
Other | |
| 270 | |
| 506 | |
| 424 | |
| 191 | |
| | $ | 14,467 | | $ | 16,481 | | $ | 22,590 | | $ | 16,804 | |
| | | | | | | | | | | | | |
Net income | | $ | 8,668 | | $ | 10,238 | | $ | 15,726 | | $ | 10,797 | |
Basic income per common share | | $ | 1.53 | | $ | 1.80 | | $ | 2.77 | | $ | 1.90 | |
Diluted income per common share | | $ | 1.53 | | $ | 1.80 | | $ | 2.77 | | $ | 1.90 | |
| | 2021 |
| ||||||||||
| | March 31, | | June 30, | | September 30, | | December 31, |
| ||||
Revenues |
| |
|
| |
|
| |
|
| |
| |
Lime and limestone operations | | $ | 41,356 | | $ | 48,742 | | $ | 51,749 | | $ | 45,518 | |
Other | |
| 318 | |
| 420 | |
| 562 | |
| 590 | |
| | $ | 41,674 | | $ | 49,162 | | $ | 52,311 | | $ | 46,108 | |
Gross profit | | | | | | | | | | | | | |
Lime and limestone operations | | $ | 11,804 | | $ | 16,682 | | $ | 17,128 | | $ | 13,017 | |
Other | |
| 1 | |
| 113 | |
| 213 | |
| 302 | |
| | $ | 11,805 | | $ | 16,795 | | $ | 17,341 | | $ | 13,319 | |
| | | | | | | | | | | | | |
Net income | | $ | 7,031 | | $ | 11,093 | | $ | 11,308 | | $ | 7,613 | |
Basic income per common share | | $ | 1.24 | | $ | 1.96 | | $ | 2.00 | | $ | 1.35 | |
Diluted income per common share | | $ | 1.24 | | $ | 1.96 | | $ | 1.99 | | $ | 1.34 | |
FINANCIAL CONDITION.
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 $20.0 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, 2022, we had $1.5 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 $64.4 million in 2022, compared to $55.7 million in 2021, an increase of $8.7 million, or 15.6%. 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 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, 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
27
offset by a $2.8 million increase in accounts payable, accrued expenses and other liabilities. In 2021, net cash provided by operating activities was principally composed of $37.0 million net income, $20.9 million DD&A, $1.5 million increase in deferred income taxes, $2.2 million stock-based compensation, partially offset by a $6.0 million decrease from changes in working capital. In 2021, the changes in working capital were principally composed of a $3.7 million increase in trade receivables, net, primarily as a result of increased sales in the fourth quarter 2021, compared to the fourth quarter 2020, a $1.4 million decrease in accounts payable, accrued expense and other liabilities, and a $1.0 million increase in prepaid expenses and other assets.
Net cash used in investing activities was $31.2 million for 2022, compared to $29.6 million for 2021. Net cash used in investing activities for 2022 included $5.6 million for the acquisition of Mill Creek and an additional $3.5 million 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 current overall inflationary environment. We expect that the increase in these capital costs will result in increased DD&A expense in future periods. Net cash used in investing activities in 2021 included $14.0 million for the development of the Love Hollow Quarry and its connection to the Batesville plant and $2.3 million for other real property purchases. The balance of net cash used in investing activities in 2022 and 2021 was primarily for normal recurring capital and re-equipping projects at our plants and facilities.
Net cash used in financing activities primarily consisted of $4.5 million for dividend payments and $0.8 million to repurchase shares of our common stock in 2022, compared to $3.6 million for dividend payments and $0.7 million to repurchase shares of our common stock in 2021.
Our cash and cash equivalents at December 31, 2022 increased to $133.4 million from $105.4 million at December 31, 2021.
Banking Facilities and Debt. Our credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of May 2, 2019 and November 21, 2019, provides for a $75 million revolving credit facility (the “Revolving Facility”) and an incremental four-year accordion feature to borrow up to an additional $50 million on the same terms, subject to approval by the Lender or another lender selected by us. The credit agreement also provides for a $10 million letter of credit sublimit under the Revolving Facility. The Revolving Facility and any incremental loans mature on May 2, 2024.
Interest rates on the Revolving Facility are, at our option, LIBOR plus a margin of 1.000% to 2.000%, or the Lender’s Prime Rate plus a margin of 0.000% to 1.000%; and a commitment fee range of 0.200% to 0.350% on the undrawn portion of the Revolving Facility. The Revolving Facility interest rate margins and commitment fee are determined quarterly in accordance with a pricing grid based upon our Cash Flow Leverage Ratio, defined as the ratio of 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. 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 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.
We had no debt outstanding as of December 31, 2022 or 2021. We had $0.3 million of letters of credit issued under the Revolving Facility as of December 31, 2022, which count as draws against the available commitment under the Revolving Facility.
28
Common Stock Buybacks. We spent $0.8 million, $0.7 million and $0.6 million in 2022, 2021 and 2020, 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, 2022 (in thousands):
| | | | | | | | | | | | | ||
| | Payments Due by Period |
| |||||||||||
|
| | |
| |
| |
| |
| More Than |
| ||
Contractual Obligations | | Total | | 1 Year | | 2 - 3 Years | | 4 - 5 Years | | 5 Years |
| |||
Debt | | $ | — |
| — |
| — |
| — |
| — | | ||
Operating leases(1) | | $ | 5,842 |
| 1,408 |
| 2,436 |
| 1,749 |
| 249 | | ||
Limestone mineral leases | | $ | 2,418 |
| 97 |
| 195 |
| 302 |
| 1,824 | | ||
Purchase obligations(2)(3) | | $ | 22,397 |
| 21,719 |
| 678 |
| — |
| — | | ||
Other liabilities | | $ | 1,556 |
| 120 |
| 248 |
| 245 |
| 943 | | ||
Total | | $ | 32,213 |
| 23,344 |
| 3,557 |
| 2,296 |
| 3,016 | | ||
| (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, $1,079 were recorded on the Consolidated Balance Sheet at December 31, 2022. |
| (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 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, 2022. 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.
29
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| |
| |
| Board of Directors and Shareholders |
| |
| 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, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 23, 2023 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. |
30
| |
| Critical audit matters 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/ |
| |
| We have served as the Company’s auditor since 2005. |
| |
| |
| February 23, 2023 |
31
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| |
| |
| Board of Directors and Shareholders |
| |
| 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, 2022, 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, 2022, 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, 2022, and our report dated February 23, 2023 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. |
32
| 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 23, 2023 |
33
United States Lime & Minerals, Inc.
Consolidated Balance Sheets
(dollars in thousands, except share and per share amounts)
| | December 31, | | December 31, |
| ||
|
| 2022 |
| 2021 |
| ||
ASSETS | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Trade receivables, net | |
| | |
| | |
Inventories, net | |
| | |
| | |
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 | |
| | |
| | |
Stockholders’ equity | | | | | | | |
Preferred stock, $ | |
| |
| | ||
Common stock, $ | |
| | |
| | |
Additional paid-in capital | |
| | |
| | |
Retained earnings | |
| | |
| | |
Less treasury stock, | |
| ( | |
| ( | |
Total stockholders’ equity | |
| | |
| | |
Total liabilities and stockholders’ equity | | $ | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
34
United States Lime & Minerals, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share amounts)
| | Years Ended December 31, |
| |||||||
|
| 2022 |
| 2021 |
| 2020 |
| |||
Revenues | | $ | | | $ | | | $ | | |
Cost of revenues | | | | | | | | | | |
Labor and other operating expenses | |
| | | | | | | | |
Depreciation, depletion and amortization | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
Gross profit | |
| | |
| | |
| | |
Selling, general and administrative expenses | |
| | |
| | |
| | |
Impairment of long-lived assets | | | — | | | — | | | | |
Operating profit | |
| | |
| | |
| | |
Other expense (income) | | | | | | | | | | |
Interest expense | |
| | |
| | |
| | |
Interest and other income, net | |
| ( | |
| ( | |
| ( | |
| |
| ( | |
| ( | |
| ( | |
Income before income tax expense | |
| | |
| | |
| | |
Income tax expense | |
| | |
| | |
| | |
Net income | | $ | | | $ | | | $ | | |
Net income per share of common stock | | | | | | | | | | |
Basic | | $ | | | $ | | | $ | | |
Diluted | | $ | | | $ | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
35
United States Lime & Minerals, Inc.
Consolidated Statements of Comprehensive Income
(dollars in thousands)
| | | | | | | | | | |
| | Years Ended December 31, |
| |||||||
| | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| |||
Net income |
| $ | |
| $ | |
| $ | | |
Other comprehensive income | | | | | | | | | | |
Mark to market of foreign exchange hedges, net of tax benefit of $ | | | | | | | | | ||
Total other comprehensive income | |
| |
| |
| | | ||
Comprehensive income | | $ | | | $ | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
36
United States Lime & Minerals, Inc.
Consolidated Statements of Stockholders’ Equity
(dollars in thousands)
| | | | | | | | | | Accumulated | | | | | | | | | |
| |
| | Common Stock | | Additional | | Other | | | | | | | | | |
| |||||
|
| Shares |
| | |
| Paid-In |
| Comprehensive |
| Retained |
| Treasury |
| | |
| ||||
| | Outstanding | | Amount | | Capital | | (Loss) Income | | Earnings | | Stock | | Total |
| ||||||
Balances at December 31, 2019 |
| | | | | | | | | | ( | | | | | | ( | | | | |
Stock options exercised |
| | |
| | |
| | |
| — | |
| — | |
| — | |
| | |
Stock-based compensation |
| | |
| | |
| | |
| — | |
| — | |
| — | |
| | |
Treasury shares purchased |
| ( | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends paid | | — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Mark to market of foreign exchange hedges, net of $ |
| — | |
| — | |
| — | |
| | |
| — | |
| — | |
| | |
Comprehensive income |
| — | |
| — | |
| — | |
| | |
| | |
| — | |
| | |
Balances at December 31, 2020 |
| | | | | | | | | | — | | | | | | ( | | | | |
Stock options exercised |
| | |
| | |
| | |
| — | |
| — | |
| — | |
| | |
Stock-based compensation |
| | |
| | |
| | |
| — | |
| — | |
| — | |
| | |
Treasury shares purchased |
| ( | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends paid |
| — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income |
| — | | | — | | | — | | | — | | | | | | — | | | | |
Comprehensive income |
| — | |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Balances at December 31, 2021 |
| | | | | | | | | | — | | | | | | ( | | | | |
Stock options exercised |
| | |
| — | |
| | |
| — | |
| — | |
| — | |
| | |
Stock-based compensation |
| | |
| | |
| | |
| — | |
| — | |
| — | |
| | |
Treasury shares purchased |
| ( | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends paid |
| — | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Net income | | — | | | — | | | — | | | — | | | | | | — | | | | |
Comprehensive income |
| — | |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Balances at December 31, 2022 |
| | | $ | | | $ | | | $ | | | $ | | | $ | ( | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
37
United States Lime & Minerals, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
| | | | | | | | | | |
| | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| |||
OPERATING ACTIVITIES: |
| | |
| | |
| | |
|
Net income | | $ | | | $ | | | $ | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation, depletion and amortization | |
| | |
| | |
| | |
Impairment of long-lived assets | | | — | | | — | | | | |
Amortization of deferred financing costs | |
| | |
| | |
| | |
Deferred income taxes | |
| | |
| | |
| | |
(Gain) loss on disposition of property, plant and equipment | |
| ( | |
| | |
| | |
Stock-based compensation | |
| | |
| | |
| | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Trade receivables, net | |
| ( | |
| ( | |
| | |
Inventories, net | |
| ( | |
| | |
| ( | |
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 | | $ | | | $ | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
38
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
(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), environmental (including municipal sanitation and water treatment facilities and flue gas treatment processes), metals (including steel producers), oil and gas services, roof shingle manufacturers and agriculture (including poultry and cattle feed producers) industries. The Company is headquartered in Dallas, Texas and operates lime and limestone plants and distribution facilities in Arkansas, Colorado, Louisiana, Missouri, Oklahoma and Texas through its wholly owned subsidiaries, Arkansas Lime Company, ART Quarry TRS LLC (DBA Carthage Crushed Limestone), Colorado Lime Company, Mill Creek Dolomite, LLC, 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 | | 2020 |
| |||
Cash paid during the year for: |
| |
|
| |
|
| |
| |
Interest | | $ | | | $ | | | $ | | |
Income taxes | | $ | | | $ | | | $ | | |
(e) Revenue Recognition
The Company recognizes revenue for its Lime and Limestone Operations when (i) a contract with the customer exists and the performance obligations are identified; (ii) the price has been established; and (iii) the performance obligations have been satisfied, which is 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
39
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
included in revenues was $
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) 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, trade receivables and derivative financial instruments. 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 places its derivative financial instruments with financial institutions and other firms that management believes have high credit ratings. 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 $
|
| 2022 |
| 2021 |
| ||
Beginning balance | | $ | | | $ | | |
Additions | |
| | |
| | |
Adjustments for expected credit loss factors | | | — | | | ( | |
Write-offs | |
| ( | |
| — | |
Ending balance | | $ | | | $ | | |
40
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
(g) Inventories, Net
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:
| | | | | | | |
| | December 31, | | ||||
| | 2022 | | 2021 |
| ||
Lime and limestone inventories: |
| |
|
| |
| |
Raw materials | | $ | | | $ | | |
Finished goods | |
| | |
| | |
| | | | | | | |
Service parts inventories | |
| | |
| | |
| | $ | | | $ | | |
(h) Property, Plant and Equipment
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, 2022 and 2021 included $
| | | | | | |
Buildings and building and leasehold improvements |
| - | years | | ||
Machinery and equipment |
| - | years | | ||
Furniture and fixtures |
| - | years | | ||
Automotive equipment |
| - | 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 loss is treated as a permanent reduction in the carrying value of the asset.
41
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
During 2020, the Company recognized an impairment charge of $
(i) 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 $
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 $
(j) Accrued Expenses
Accrued expenses consist of the following:
| | December 31, |
| ||||
|
| 2022 |
| 2021 |
| ||
Personnel related expenses | | $ | | | $ | | |
Income taxes | | | | | | — | |
Other taxes | | | | | | | |
Utilities | | | | | | | |
Other | |
| | |
| | |
| | $ | | | $ | | |
(k) Environmental Expenditures
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 $
42
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
(l) Income and Dividends Per Share of Common Stock
The following table sets forth the computation of basic and diluted income per common share:
| | Years Ended December 31, |
| |||||||
|
| 2022 |
| 2021 |
| 2020 |
| |||
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 | | $ | | | $ | | | $ | | |
| (1) | Excludes |
The Company paid $
On April 30, 2021, the shareholders approved an increase in the Company’s number of authorized shares of common stock from
(m) 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.
(n) 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.
(o) Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as mark-to-market gains or losses of foreign exchange hedges, are reported as a separate component of the stockholders’ equity section of the balance sheet. Such items, along with net income, are components of comprehensive income.
43
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
(2) Banking Facilities and Debt
The Company’s credit agreement with Wells Fargo Bank, N.A. (the “Lender”), as amended as of May 2, 2019 and November 21, 2019, provides for a $
Interest rates on the Revolving Facility are, at the Company’s option, LIBOR plus a margin of
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
The Company had
(3) Leases
The Company has operating leases for the use of equipment, corporate office space, and some of its terminal and distribution facilities. The leases have remaining lease terms of to
| | | | Year Ended December 31, | | |||||||
|
| Classification |
| 2022 |
| 2021 | | 2020 | | |||
Operating lease costs(1) | | Cost of revenues | | $ | | | $ | | | $ | | |
Operating lease costs(1) | | Selling, general and administrative expenses | |
| | |
| | |
| | |
Rental revenues | | Interest and other income, net | |
| ( | |
| ( | |
| ( | |
Net operating lease costs | | | | $ | | | $ | | | $ | | |
(1) | Includes the costs of leases with a term of one year or less. |
44
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
As of December 31, 2022, 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):
| | | | |
2023 | | $ | | |
2024 | | | | |
2025 | | | | |
2026 | | | | |
2027 | | | | |
Thereafter | | | | |
Total future minimum lease payments | | | | |
Less imputed interest | | | ( | |
Present value of lease liabilities | | $ | | |
Supplemental cash flow information pertaining to the Company’s leasing activity for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
| | Year Ended December 31, | |||||||
| | 2022 | | 2021 | | 2020 | |||
Cash payments for operating lease liabilities | | $ | | | $ | | | $ | |
Right-of-use assets obtained in exchange for operating lease obligations | | $ | | | $ | | | $ | |
(4) Income Taxes
Income tax expense (benefit) for the years ended December 31 is as follows:
| | | | | | | | | | |
|
| 2022 |
| 2021 |
| 2020 |
| |||
Current income tax expense | | $ | | | $ | | | $ | | |
Deferred income tax expense | |
| | |
| | |
| | |
Income tax expense | | $ | | | $ | | | $ | | |
A reconciliation of income taxes computed at the federal statutory rate to income tax expense for the years ended December 31 is as follows:
| | 2022 | | 2021 | | 2020 |
| | |||||||||
| | | | | Percent of | | | | | Percent of | | | | | Percent of |
| |
| | | | | Pretax | | | | | Pretax | | | | | Pretax |
| |
|
| Amount |
| Income |
| Amount |
| Income |
| Amount |
| Income |
| | |||
Income taxes computed at the federal statutory rate |
| $ | |
| | % | $ | |
| | % | $ | |
| | % | |
(Reduction) increase in taxes resulting from: | | | | | | | | | | | | | | | | | |
Statutory depletion in excess of cost depletion | |
| ( |
| ( | |
| ( |
| ( | |
| ( |
| ( | | |
State income taxes, net of federal income tax benefit | |
| |
| | |
| |
| | |
| ( |
| ( | | |
Disallowed executive compensation | | | | | | | | | | | | | — | | — | | |
Other | |
| |
| | |
| |
| | |
| |
| | | |
Income tax expense | | $ | |
| | % | $ | |
| | % | $ | |
| | % | |
45
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
Components of the Company’s deferred tax liabilities and assets are as follows:
| | | | | | | |
|
| December 31, |
| December 31, |
| ||
| | 2022 | | 2021 |
| ||
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 | | $ | | | $ | | |
Current income taxes are classified on the Company’s Consolidated Balance Sheets as follows:
| | December 31, | | December 31, | ||
| | 2022 | | 2021 | ||
Prepaid expenses and other current assets |
| $ | — |
| $ | |
Accrued expenses | | $ | | | $ | — |
The Company had
(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 $
(6) Stock-Based Compensation
The Company has a long-term incentive plan, the Amended and Restated 2001 Long-Term Incentive Plan (the “2001 Plan”). The 2001 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 2001 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 2001 Plan (determined immediately after the grant of any award) may not exceed
46
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
addition, no individual may receive awards in any one calendar year of more than
The Company recorded $
A summary of the Company’s stock option and restricted stock activity and related information for the year ended December 31, 2022 and certain other information for the years ended December 31, 2022, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | |
|
| |
| Weighted- |
| | |
| |
| Weighted- |
| ||
| | | | Average | | Aggregate | | | | Average |
| |||
| | Stock | | Exercise | | Intrinsic | | Restricted | | Grant-Date |
| |||
|
| Options |
| Price |
| Value |
| Stock |
| Fair Value |
| |||
Outstanding (stock options); non-vested (restricted stock) at December 31, 2021 |
| | | $ | | | $ | |
| | | $ | | |
Granted |
| | |
| | |
| |
| | |
| | |
Exercised (stock options); vested (restricted stock) |
| ( | |
| | |
| |
| ( | |
| | |
Forfeited |
| — | |
| — | |
| — |
| ( | |
| | |
Outstanding (stock options); non-vested (restricted stock) at December 31, 2022 |
| | | $ | | | $ | |
| | | $ | | |
Exercisable at December 31, 2022 |
| | | $ | | | $ | |
| n/a | |
| n/a | |
| | | | | | | | | | |
|
| 2022 |
| 2021 |
| 2020 |
| |||
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 | | $ | | | $ | | | $ | | |
There were
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 2022, 2021 and 2020 grants: risk-free interest rates of
47
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
addition, the fair value of these options was estimated based on an expected life of
(7) Share Repurchases
During 2022, pursuant to provisions in the 2001 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
(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, 2022, the Company had $
(9) Reportable Segment
The Company has identified
48
United States Lime & Minerals, Inc.
Notes to Consolidated Financial Statements (Continued)
(dollars in thousands, except per share amounts)
Years Ended December 31, 2022, 2021 and 2020
Operating results and certain other financial data for the years ended December 31, 2022, 2021 and 2020 for the Company’s Lime and Limestone Operations segment and Other are as follows:
| | | | | | | | | | |
Revenues | | | 2022 | | | 2021 | | | 2020 | |
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(1) | | | | | | | | ( | | |
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 | | $ | | | $ | | | $ | | |
| | | | | | | | | |
| (1) | Other Operating profit for the year ended December 31, 2020 was adversely impacted by an impairment charge of $ |
(10) Subsequent Events
On
49
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. 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, 2022, 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, 2022, 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.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
50
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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 2023 Annual Meeting of Shareholders (the “2023 Proxy Statement”) is hereby incorporated by reference in answer to this Item 10. The Company anticipates that it will file the 2023 Proxy Statement with the SEC on or before April 30, 2023.
ITEM 11. EXECUTIVE COMPENSATION.
The information appearing under “Executive Compensation” and “Compensation of Directors” in the 2023 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 2023 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 2023 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 2023 Proxy Statement is hereby incorporated by reference in answer to this Item 14.
51
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) | 1. The following financial statements are included in Item 8: |
Reports of Independent Registered Public Accounting Firm | |
Consolidated Financial Statements: | |
Consolidated Balance Sheets as of December 31, 2022 and 2021; | |
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020; | |
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020; | |
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022, 2010 and 2020; | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020; 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 |
| |
| | |
3.2 | | |
| | |
3.3 | | |
| | |
4.1 | | |
| | |
10.1.1 | | |
| | |
10.1.2 | | |
| | |
52
10.1.3 | | |
| | |
| | |
10.2 | | |
10.3 | | |
| | |
10.4 | | |
| | |
10.5 | | |
| | |
10.6 | | |
| | |
10.7 | | |
| | |
10.8 | | |
| | |
10.9 | | |
| | |
10.10 | | |
| | |
53
10.11 | | |
| | |
10.12 | | |
| | |
21.1 | | |
| | |
23.1 | | |
| | |
23.2 | | |
| | |
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 | | |
| | |
32.2 | | |
| | |
95.1 | | |
| | |
96.1 | | |
| | |
96.2 | | |
| | |
96.3 | | |
| | |
96.4 | | |
| | |
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.
54
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 23, 2023 | 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 23, 2023 | By: | /s/ Timothy W. Byrne |
| | Timothy W. Byrne, |
| | President, Chief Executive Officer, and Director (Principal Executive Officer) |
| | |
Date: February 23, 2023 | By: | /s/ Michael L. Wiedemer |
| | Michael L. Wiedemer, |
| | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
| | |
Date: February 23, 2023 | By: | /s/ Antoine M. Doumet |
| | Antoine M. Doumet, |
| | Director and Chairman of the Board |
| | |
Date: February 23, 2023 | By: | /s/ Richard W. Cardin |
| | Richard W. Cardin, |
| | Director |
| | |
Date: February 23, 2023 | By: | /s/ Sandra C. Duhé |
| | Sandra C Duhé, |
| | Director |
| | |
Date: February 23, 2023 | By: | /s/ Tom S. Hawkins |
| | Tom S. Hawkins, |
| | Director |
| | |
Date: February 23, 2023 | By: | /s/ BILLY R. HUGHES |
| | Billy R. Hughes, |
| | Director |
56
Exhibit 4.1
DESCRIPTION OF UNITED STATES LIME & MINERALS, INC.’S
SECURITIES REGISTERED UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
General
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, P.O. Box 30170, College Station, TX 77842.
Exhibit 21.1
SUBSIDIARIES OF THE COMPANY
Arkansas Lime Company, an Arkansas 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
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 23, 2023, 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, 2022. 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
Dallas, Texas
February 23, 2023
Exhibit 23.2
CONSENT OF QUALIFIED PERSON
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, 2022 (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, 2021, with a report date of March 2, 2022, 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, 2021, with a report date of March 2, 2022, 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, Izzard County, Arkansas, USA”, effective December 31, 2021, with a report date of March 2, 2022, 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 - Marble Mountain Limestone Operation, Sequoyah County, Oklahoma, USA”, effective December 31, 2021, with a report date of March 2, 2022, 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 sections of the Technical Report Summaries for which SYB is responsible.
SYB Group, LLC
/s/ Keith Vickers
President
February 23, 2023
EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, certify that:
1. | I have reviewed this annual report on Form 10-K of United States Lime & Minerals, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 23, 2023 | /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. | I have reviewed this annual report on Form 10-K of United States Lime & Minerals, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 23, 2023 | /s/ MICHAEL L. WIEDEMER |
| Michael L. Wiedemer |
| Vice President and Chief Financial Officer |
EXHIBIT 32.1
SECTION 1350 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
I, Timothy W. Byrne, Chief Executive Officer of United States Lime & Minerals, Inc. (the “Company”), hereby certify that, to my knowledge:
| (1) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (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 |
| (2) | 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 23, 2023 | /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) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (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 |
(2) | 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 23, 2023 | /s/ Michael Wiedemer |
| Michael Wiedemer |
| Vice President and Chief Financial Officer |
EXHIBIT 95.1
MINE SAFETY DISCLOSURES
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of SEC Regulation S-K, which 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, 2022 and any pending legal actions as of December 31, 2022. 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, 2022 were taken from the MSHA system as of February 22, 2022.
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, 2022
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| | | | | | 104(d) | | | | | | Proposed | | | | |
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| | Section | | Section | | Citations | | Section | | Section | | MSHA | | | | Pending |
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| | 104 S & S | | 104(b) | | and | | 110(b)(2) | | 107(a) | | Assessments(2) | | | | Legal |
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Mine(1) | | Citations | | Orders | | Orders | | Violations | | Orders | | ($ in thousands) | | Fatalities | | Actions(3) |
|
Texas Lime Company |
| 5 |
| — |
| — |
| — |
| — |
| 2.4 |
| — |
| — | |
Arkansas Lime Company | | | | | | | | | | | | | | | | | |
Plant |
| 1 |
| — |
| — |
| — |
| — |
| 0.7 |
| — |
| — | |
Limedale Quarry |
| 3 |
| — |
| — |
| — |
| — |
| 3.4 |
| — |
| — | |
U.S. Lime Company - St. Clair |
| 2 |
| — |
| — |
| — |
| — |
| 2.5 |
| — |
| — | |
Carthage Crushed Limestone | | 5 | | — | | — | | — | | — | | 9.0 | | — | | — | |
Mill Creek | | 1 | | — | | — | | — | | — | | 8.5 | | — | | 1 | |
Colorado Lime Company | | | | | | | | | | | | | | | | | |
Monarch Quarry |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |
Delta Plant |
| — |
| — |
| — |
| — |
| — |
| 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, 2022. 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 were five legal actions instituted during the reporting period and four legal actions resolved during the reporting period. |
Pattern or Potential Pattern of Violations. During the year ended December 31, 2022, 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