8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 28, 2004

UNITED STATES LIME & MINERALS, INC.

(Exact Name of Registrant as Specified in Charter)

TEXAS
(State or other jurisdiction of
incorporation or organization) 0-4197
(Commission File Number) 75-0789226
(I.R.S. Employer Identification No.)

13800 MONTFORT DRIVE, SUITE 330, DALLAS, TEXAS
(Address of principal executive offices) 75240
(Zip Code)

(972) 991-8400
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
SIGNATURES
EXHIBIT INDEX
News Release

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

Exhibit
Number	Exhibit
99.1	News Release of United States Lime & Minerals, Inc. dated October 28, 2004

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On October 28, 2004, United States Lime & Minerals, Inc. issued a News Release announcing the financial results for the quarter and nine months ended September 30, 2004. A copy of the News Release is attached hereto as Exhibit 99.1.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, United States Lime & Minerals, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: October 29, 2004	UNITED STATES LIME & MINERALS, INC.
	By: /s/ M. Michael Owens
	M. Michael Owens, Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	News Release of United States Lime & Minerals, Inc. dated October 28, 2004

2

EX-99.1

Exhibit 99.1

United States Lime & Minerals, Inc. — News Release

FOR IMMEDIATE RELEASE Contact: Timothy W. Byrne
(972) 991-8400

UNITED STATES LIME & MINERALS REPORTS
THIRD QUARTER 2004 RESULTS

     Dallas, Texas, October 28, 2004 — United States Lime & Minerals, Inc. (NASDAQ: USLM) today reported third quarter 2004 results: Revenues increased to $15,770,000 from $12,849,000 in the prior year quarter, an increase of $2,921,000, or 22.7%. For the nine months ended September 30, 2004, revenues increased to $42,597,000 from $33,934,000 for the same period 2003, an increase of $8,663,000, or 25.5%. The Company reported net income of $1,730,000 ($0.30 per share / $0.29 diluted) in the third quarter 2004 compared to net income of $1,642,000 ($0.28 per share) in the third quarter 2003, an increase of $88,000, or 5.4%. Interest expense for the 2004 quarter included a $235,000 prepayment penalty and the expensing of $632,000 of unamortized prepaid financing costs, both of which resulted from the Company’s debt refinancing during the quarter.

     For the nine months ended September 30, 2004, the Company reported net income of $5,012,000 ($0.86 per share / $0.85 diluted), compared to net income of $3,183,000 ($0.55 per share) for the comparable 2003 period, an increase of $1,829,000, or 57.5%. The first nine months 2004 net income included $1,082,000 ($0.19 per share / $0.18 diluted), net of income taxes ($1,328,000 gross), for lease bonus payments received for the lease of the Company’s oil and gas rights on its Cleburne, Texas property, while the first nine months 2003 net income included $636,000 ($0.11 per share), net of income taxes ($719,000 gross), for embezzlement-related recoveries net of embezzlement-related costs. Interest expense for the 2004 nine-month period included the $235,000 prepayment penalty and the expensing of $632,000 of unamortized prepaid financing costs.

     The Company’s gross profit was $5,159,000 for the third quarter 2004, compared to $4,387,000 for the 2003 quarter, an increase of 17.6%. For the first nine months 2004, gross profit was $13,179,000, compared to $9,595,000 for the comparable 2003 period, an increase of 37.4%. The revenue and gross profit increases were primarily due to increased lime sales resulting from lime production from the new kiln at the Company’s Arkansas plant which came on line in late February 2004.

     “We are pleased to have refinanced our bank term loan and revolving credit facility, reducing our term loan interest rate by approximately three and one-half percentage points, which will significantly reduce our interest expense in the future,” said Timothy W. Byrne, President and Chief Executive Officer. “Also, due to our continuing strong cash flow, in the first nine months 2004 we have further reduced our outstanding debt by approximately $8,000,000, or 16%,” Mr. Byrne added. “Our operating results continue to reflect the positive impact of our capital investments providing additional lime production to sell into the continuing strong lime market. However we are concerned that higher energy costs may adversely impact our future earnings if we are unable to pass these increased costs on to our customers.”

     United States Lime & Minerals, Inc. is a Nasdaq-listed public company with headquarters in Dallas, Texas, supplying lime and limestone products primarily to the steel, paper, agriculture, environmental protection and construction industries from plants situated in Texas, Arkansas and Colorado.

     Any statements contained in this news release that are not statements of historical fact are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to publicly update or revise any forward-looking statements, and investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from expectations, including without limitation those risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

(Tables Follow)

United States Lime & Minerals, Inc.
Condensed Consolidated Financial Data
(In thousands, except per share amounts)
(Unaudited)

	Quarter Ended					Nine Months Ended
	September 30,					September 30,
INCOME STATEMENTS	2004			2003		2004			2003
Revenues	$	15,770			12,849		42,597			33,934
Gross profit	$	5,159			4,387		13,179			9,595
Operating profit	$	3,913			3,199		9,531			6,360
Interest expense		2,056			1,256		4,841			3,315
Other (income) expense, net		(190	)		3		(1,459	)		(708	)
Income tax expense		317			298		1,137			570
Net income	$	1,730			1,642		5,012			3,183
Net income per share of common stock:
Basic	$	0.30			0.28		0.86			0.55
Diluted	$	0.29			0.28		0.85			0.55
Weighted average shares outstanding:
Basic		5,844			5,800		5,830			5,800
Diluted		6,024			5,810		5,938			5,803

	September 30,		December 31,
BALANCE SHEETS	2004		2003
Assets:
Current assets	$	15,952		18,664
Property, plant and equipment, net		80,155		77,267
Deferred tax assets, net		732		1,899
Other assets		775		1,670
Total assets	$	97,614		99,500
Liabilities and Stockholders’ Equity:
Current liabilities	$	9,107		8,755
Debt, excluding current installments		40,680		47,886
Other liabilities		795		899
Stockholders’ equity		47,032		41,960
Total liabilities and stockholders’ equity	$	97,614		99,500

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