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)          February 3, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 February 3, 2005

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On February 3, 2005, United States Lime & Minerals, Inc. issued a News Release announcing the financial results for the year ended December 31, 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: February 4, 2005	UNITED STATES LIME & MINERALS, INC.
	By:	/s/ M. Michael Owens
		M. Michael Owens, Vice President and
		Chief Financial Officer

2

EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	News Release of United States Lime & Minerals, Inc. dated February 3, 2005

3

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
FOURTH QUARTER AND FULL-YEAR 2004 RESULTS

     Dallas, Texas, February 3, 2005 — United States Lime & Minerals, Inc. (NASDAQ: USLM) today reported fourth quarter and full-year 2004 results: Revenues in the fourth quarter 2004 increased to $13,082,000 from $11,322,000 in the fourth quarter 2003, an increase of $1,760,000, or 15.5%. For 2004, revenues increased to $55,679,000 from $45,256,000 for 2003, an increase of $10,423,000, or 23.0%.

     The Company reported net income of $1,317,000 ($0.22 per share diluted) in the fourth quarter 2004, compared to net income of $676,000 ($0.12 per share diluted) in the fourth quarter 2003, an increase of $641,000, or 94.8%. For the year, the Company reported net income of $6,329,000 ($1.07 per share diluted), compared to net income of $3,860,000 ($0.67 per share diluted) for 2003, an increase of $2,469,000, or 64.0%. Net income for 2004 included $1,090,000 ($0.18 per share 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 net income for 2003 included $618,000 ($0.11 per share diluted), net of income taxes ($769,000 gross), for embezzlement-related recoveries net of embezzlement-related costs. Interest expense for 2004 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 in the third quarter 2004.

     The Company’s gross profit was $3,841,000 for the fourth quarter 2004, compared to $3,466,000 for the comparable 2003 quarter, an increase of $375,000, or 10.8%. For 2004, gross profit was $17,020,000, compared to $13,062,000 for 2003, an increase of $3,958,000, or 30.3%. 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.

     “2004 was a very significant year for the Company. We benefited from the ongoing strong lime market that allowed us to sell the additional lime production from our Arkansas plant,” said Timothy W. Byrne, President and Chief Executive Officer. “In addition, our strong cash flow in 2004 enabled us to prepay $7,000,000 of the $14,000,000 of Subordinated Notes we issued in August 2003 to finance the Arkansas expansion project,” Mr. Byrne added. “We also successfully refinanced the Company’s bank debt in the third quarter of 2004 which significantly reduced our interest expense for the fourth quarter 2004 and will continue to benefit us in future years.”

     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					Year Ended
	December 31,					December 31,
	2004		2003			2004			2003
INCOME STATEMENTS
Revenues	$	13,082		11,322			55,679			45,256
Gross Profit	$	3,841		3,466			17,020			13,062
Operating profit		2,449		2,213			11,980			8,574
Interest expense		789		1,261			5,630			4,577
Other expenses (income)		96		(98	)		(1,363	)		(807	)
Income tax expense (benefit)		247		(374	)		1,384			944
Net income	$	1,317		676			6,329			3,860
Net income per share of common stock:
Basic	$	0.23		0.12			1.08			0.67
Diluted	$	0.22		0.12			1.07			0.67
Weighted average shares outstanding:
Basic		5,845		5,808			5,834			5,803
Diluted		5,928		5,887			5,933			5,826

	At December 31,
	2004		2003
BALANCE SHEETS
Assets:
Current assets	$	15,802		18,664
Property, plant and equipment, net		83,541		77,267
Deferred tax assets, net		108		1,899
Other assets		888		1,670
Total assets	$	100,339		99,500
Liabilities and Stockholders’ Equity:
Current liabilities	$	9,669		8,755
Debt, excluding current installments		41,390		47,886
Other liabilities		1,057		899
Stockholders’ equity		48,223		41,960
Total liabilities and stockholders’ equity	$	100,339		99,500

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