SEC Comment Letter 0000000000-23-012302 to UNITED STATES LIME & MINERALS INC (USLM) (CIK 0000082020) (USLM)
UNITED STATES LIME & MINERALS INC (USLM) (CIK 0000082020)
Date: Nov. 9, 2023 · CIK: 0000082020 · Accession: 0000000000-23-012302
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File numbers found in text: 000-04197
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United States securities and exchange commission logo
November 9, 2023
Mike Wiedemer
Vice President and Chief Financial Officer
United States Lime & Minerals, Inc.
5429 LBJ Freeway, Suite 230
Dallas, Texas 75240
Re:United States Lime & Minerals, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-04197
Dear Mike Wiedemer:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 23, 2023
Item 1. Business, page 2
1.Please revise to include the following disclosure with your mineral property summary
disclosure:
•aggregate (total) annual production for the properties during each of the three most
recently completed fiscal years as required by Item 1303(b)(2)(i) of Regulation S-
K, and
•resources disclosed exclusive of mineral reserves as required by Item 1303(b)(3)(ii)
of Regulation S-K.
2.Please revise to include the following disclosure for each material property:
•the location accurate to within one mile using an easily recognizable coordinate
system, and a map(s) with appropriate engineering detail for each material property
as required by Item 1304(b)(1)(i) of Regulation S-K,
•the total cost or book value of the material property as required by Item
1304(b)(2)(iii) of Regulation S-K, and
FirstName LastNameMike Wiedemer
Comapany NameUnited States Lime & Minerals, Inc.
November 9, 2023 Page 2
FirstName LastName
Mike Wiedemer
United States Lime & Minerals, Inc.
November 9, 2023
Page 2
•resources reported exclusive of reserves as required by Item 1304(d)(2) of Regulation
S-K.
Exhibit Index
Exhibit 96.1 to 96.4, page 54
3.We note that your mineral resources are presented inclusive of mineral reserves. In a
technical report summary mineral resources may be presented inclusive on mineral
reserves, however they should also be presented exclusive of mineral reserves as required
by Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K. Please revise accordingly.
4.We note that the point of reference established for your mineral resources and mineral
reserves in each technical report summary is shot limestone delivered to the primary
crusher. Additionally we note that the processing and recovery section of each technical
report summary has not been included, however language has been included in each
technical report summary stating that the process plant and description does not apply to
the report as the mines deliver shot limestone to the primary crusher.
The technical report summaries should assess the property from the point of mineral
extraction up to the first point of material external sale, including processing,
transportation, and warehousing, as suggested in the materiality analysis in Item
1301(c)(3) of Regulation S-K, and included in Table 1 to paragraph (d) of Item 1302.
Based upon the disclosures in your annual filing it does not appear that shot limestone is a
product that is sold externally, therefore your technical report summaries should include a
description of your processing facilities.
We also note that the price selected by your qualified person is a price associated with
crushed limestone, which does not correlate to the point of reference selected for mineral
resources and mineral reserves. For example the price associated with crushed limestone
is a saleable product price, and your reserves and resources are reported as shot limestone
delivered to the primary crusher, prior to processing, and do not include process recovery
factors or processing costs in your cash flow analysis.
Please consult with your qualified person and obtain revised technical report summaries
that include your processing operations, along with necessary revisions to your recovery
factors and costs.
5.Please disclose the accuracy level of the capital and operating cost estimates, as required
by Item 601(b)(96)(iii)(B)(18)(i) of Regulation S-K.
FirstName LastNameMike Wiedemer
Comapany NameUnited States Lime & Minerals, Inc.
November 9, 2023 Page 3
FirstName LastName
Mike Wiedemer
United States Lime & Minerals, Inc.
November 9, 2023
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation