1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
DECEMBER 31, 1997
Commission File Number 1-12984
[COMPANY LOGO]
CENTEX CONSTRUCTION PRODUCTS, INC.
A Delaware Corporation
IRS Employer Identification No. 75-2520779
3710 Rawlins, Suite 1600, LB 78
Dallas, Texas 75219
(214) 559-6514
The registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.
________________________________________________________________________________
As of the close of business on February 6, 1998, 21,516,418 shares of Centex
Construction Products, Inc. common stock were outstanding.
________________________________________________________________________________
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CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
FORM 10-Q TABLE OF CONTENTS
DECEMBER 31, 1997
PAGE
----
PART I. FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. Consolidated Financial Statements 1
Consolidated Statement of Earnings
for the Three Months Ended
December 31, 1997 2
Consolidated Statement of Earnings
for the Nine Months Ended
December 31, 1997 3
Consolidated Balance Sheets 4
Consolidated Statement of Cash Flows
for the Nine Months Ended
December 31, 1997 5
Notes to Unaudited Consolidated
Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 8-11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
3
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The consolidated financial statements include the accounts of Centex
Construction Products, Inc. and subsidiaries ("CXP" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these unaudited consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's latest Annual Report on Form
10-K. In the opinion of the Company, all adjustments necessary to present
fairly the information in the following unaudited consolidated financial
statements of the Company have been included. The results of operations for
such interim periods are not necessarily indicative of the results for the full
year.
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4
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
FOR THE THREE MONTHS ENDED December 31,
----------------------------
1997 1996
------------ ------------
REVENUES
Cement ................................. $ 32,120 $ 32,228
Gypsum Wallboard ....................... 28,673 18,103
Concrete/Aggregates .................... 10,505 9,123
Other, net ............................. 604 843
Less Intersegment Sales ................ (1,392) (1,180)
------------ ------------
70,510 59,117
------------ ------------
COSTS AND EXPENSES
Cement ................................. 20,204 21,762
Gypsum Wallboard ....................... 21,351 12,636
Concrete/Aggregates .................... 9,400 8,071
Less Intersegment Purchases ............ (1,392) (1,180)
Corporate General & Administrative ..... 916 1,073
Interest Income, net ................... (668) (536)
------------ ------------
49,811 41,826
------------ ------------
EARNINGS BEFORE INCOME TAXES ............. 20,699 17,291
Income Taxes ........................... 7,464 6,069
------------ ------------
NET EARNINGS ............................. $ 13,235 $ 11,222
============ ============
EARNINGS PER SHARE:
Basic .................................. $ 0.60 $ 0.51
============ ============
Diluted ................................ $ 0.60 $ 0.51
============ ============
AVERAGE SHARES OUTSTANDING:
Basic .................................. 22,022,147 21,996,836
============ ============
Diluted ................................ 22,177,688 22,109,774
============ ============
CASH DIVIDENDS PER SHARE ................. $ 0.05 $ 0.05
============ ============
See notes to unaudited consolidated financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
FOR THE NINE MONTHS ENDED December 31,
----------------------------
1997 1996
------------ ------------
REVENUES
Cement ................................. $ 114,357 $ 108,844
Gypsum Wallboard ....................... 87,495 49,806
Concrete/Aggregates .................... 32,390 29,289
Other, net ............................. 1,852 1,573
Less Intersegment Sales ................ (4,218) (3,799)
------------ ------------
231,876 185,713
------------ ------------
COSTS AND EXPENSES
Cement ................................. 73,346 74,166
Gypsum Wallboard ....................... 60,838 36,259
Concrete/Aggregates .................... 28,420 25,068
Less Intersegment Purchases ............ (4,218) (3,799)
Corporate General & Administrative ..... 2,752 2,438
Interest Income, net ................... (1,072) (960)
------------ ------------
160,066 133,172
------------ ------------
EARNINGS BEFORE INCOME TAXES ............. 71,810 52,541
Income Taxes ........................... 25,708 18,442
------------ ------------
NET EARNINGS ............................. $ 46,102 $ 34,099
============ ============
EARNINGS PER SHARE:
Basic .................................. $ 2.10 $ 1.54
============ ============
Diluted ................................ $ 2.08 $ 1.54
============ ============
AVERAGE SHARES OUTSTANDING:
Basic .................................. 22,004,692 22,192,197
============ ============
Diluted ................................ 22,178,715 22,202,130
============ ============
CASH DIVIDENDS PER SHARE ................. $ 0.15 $ 0.15
============ ============
See notes to unaudited consolidated financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
December 31, March 31,
ASSETS 1997 1997
--------- ---------
(Unaudited) *
Current Assets
Cash and Cash Equivalents ................. $ 60,646 $ 4,812
Accounts and Notes Receivable, net ........ 35,496 38,700
Inventories ............................... 28,201 31,482
--------- ---------
Total Current Assets .................... 124,343 74,994
--------- ---------
Property, Plant and Equipment ................ 369,767 363,409
Less Accumulated Depreciation ............. (151,855) (139,033)
--------- ---------
Property, Plant & Equipment, net ........ 217,912 224,376
Notes Receivable, net ........................ 1,066 1,407
Other Assets ................................. 5,253 4,860
--------- ---------
$ 348,574 $ 305,637
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable .......................... $ 14,602 $ 16,472
Accrued Liabilities ....................... 32,890 28,254
Notes Payable ............................. -- 2,000
Current Portion of Long-term Debt ......... 80 80
Income Taxes Payable ...................... 3,110 --
--------- ---------
Total Current Liabilities ............... 50,682 46,806
--------- ---------
Long-term Debt ............................... 560 560
Deferred Income Taxes ........................ 19,948 18,835
Stockholders' Equity
Common Stock, Par Value $0.01;
Authorized 50,000,000 Shares;
Issued and Outstanding 21,917,501 and
21,983,814 Shares, respectively ......... 219 220
Capital in Excess of Par Value ............ 142,345 147,212
Retained Earnings ......................... 134,820 92,004
--------- ---------
Total Stockholders' Equity ................... 277,384 239,436
--------- ---------
$ 348,574 $ 305,637
========= =========
* Condensed from audited financial statements.
See notes to unaudited consolidated financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
FOR THE NINE MONTHS ENDED December 31,
-------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings .................................... $ 46,102 $ 34,099
Adjustments to Reconcile Net Earnings
to Net Cash Provided by Operating
Activities -
Depreciation, Depletion and
Amortization .......................... 11,903 10,099
Deferred Income Tax
Provision ............................. 1,113 80
Asset Disposition Provision ............. 2,000 --
Decrease in Accounts and Notes
Receivable ................................... 3,545 570
Decrease in Inventories ......................... 3,281 3,124
Increase in Accounts Payable and
Accrued Liabilities .......................... 2,958 4,392
Increase in Other, net .......................... (292) (1,014)
Increase in Income Taxes Payable ................ 2,919 4,045
-------- --------
73,529 55,395
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Property, Plant and Equipment
Additions, net ............................... (7,523) (4,350)
-------- --------
(7,523) (4,350)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid To Stockholders .................. (3,304) (3,360)
Retirement of Common Stock ...................... (11,185) (14,976)
Proceeds from Stock Option Exercises ............ 4,330 547
Tax Benefits from Stock Option
Exercises ................................ 1,987 --
Decrease in Notes Payable ....................... (2,000) --
-------- --------
(10,172) (17,789)
-------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS ..................................... 55,834 33,256
CASH AT BEGINNING OF PERIOD ....................... 4,812 20,799
-------- --------
CASH AT END OF PERIOD ............................. $ 60,646 $ 54,055
======== ========
See notes to unaudited consolidated financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(A) A summary of changes in stockholders' equity is presented below.
Capital in
Common Excess of Retained
Stock Par Value Earnings Total
--------- --------- --------- ---------
(dollars in thousands)
Balance, March 31, 1996 $ 230 $ 161,617 $ 54,615 $ 216,462
Net Earnings -- -- 41,799 41,799
Stock Option Exercises -- 561 -- 561
Dividends To Stockholders -- -- (4,410)
(4,410)
Retirement of Common Stock (10) (14,966) -- (14,976)
--------- --------- --------- ---------
Balance, March 31, 1997 220 147,212 92,004 239,436
Net Earnings -- -- 46,102 46,102
Stock Option Exercises -- 6,317 -- 6,317
Dividends To Stockholders -- -- (3,286) (3,286)
Retirement of Common Stock (1) (11,184) -- (11,185)
--------- --------- --------- ---------
BALANCE, DECEMBER 31, 1997 $ 219 $ 142,345 $ 134,820 $ 277,384
========= ========= ========= =========
(B) Impact of New Accounting Pronouncements.
In March 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
No. 128). This statement establishes new standards for computing and
presenting earnings per share (EPS). SFAS No. 128 replaces the presentation of
primary EPS previously prescribed by Accounting Principles Board Opinion No. 15
(APB No. 15) with a presentation of basic EPS which is computed by dividing
income available to common stockholders by the weighted-average number of
common shares outstanding for the period.
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SFAS No. 128 also requires dual presentation of basic and diluted EPS.
Diluted EPS is computed similarly to fully diluted EPS pursuant to APB No. 15.
Accordingly, beginning with the December 31, 1997 quarter, CXP's EPS reflects
the dual presentation. Prior year basic and diluted EPS have been presented to
facilitate comparison between the years.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", which requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as other
financial statements. This statement is effective for periods beginning after
December 15, 1997. The Company does not expect adoption of the statement to
have a material effect on the presentation of its financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information", (SFAS No. 131) which
changes the way public companies report information about segments. SFAS No.
131, which is based on the management approach to segment reporting, requires
companies to selectively report quarterly segment information and entity-wide
disclosures about products and services, major customers, and the material
countries in which the entity holds assets and reports revenues. This
statement is effective for fiscal years beginning after December 15, 1997. The
Company does not expect adoption of the statement to have a material effect on
the presentation of its financial statements.
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CENTEX CONSTRUCTION PRODUCTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Centex Construction Products reported record results for both the
quarter ended December 31, 1997, the third quarter of fiscal 1998, and for the
first nine months of fiscal 1998. Revenues for the third quarter of fiscal
1998 totaled $70,510,000, compared to revenues of $59,117,000 for the same
quarter last year. CXP's net earnings for the quarter ended December 31, 1997
were a record $13,235,00, an 18% increase from $11,222,000 for the same quarter
last year. Diluted earnings per share for this year's quarter were $0.60 per
share, up 18% from $0.51 for the same quarter in fiscal 1997. The quarter's
record net earnings resulted primarily from net sales price increases in the
cement and gypsum wallboard segments and higher gypsum wallboard sales volume.
For the nine months ended December 31, 1997 CXP's revenues were $231,876,000,
up 25% from $185,713,000 for the same period last year. Net earnings for the
current nine months were a record $46,102,000, 35% greater than $34,099,000 for
the same period last year. Diluted earnings per share for the nine months this
year were $2.08, an increase of 35% from $1.54 per share for the same period
last year. Improved cement and gypsum wallboard margins and higher gypsum
wallboard sales volume accounted for the majority of the nine months earnings
gain.
The following table compares sales volume, average unit sales prices
and unit operating margins for the Company's operations:
Gypsum
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
--------------- --------------- - --------------- ---------------
Nine Months Ended Dec. 31, 1997 1996 1997 1996 1997 1996 1997 1996
------ ------ ------- ------ ------ ------ ------ ------
Sales Volume (M) 494 510 262 170 164 147 680 549
Average Net Sales Price $65.12 $63.14 $109.08 $106.45 $47.70 $46.86 $ 3.93 $ 4.02
Operating Margin $24.16 $20.51 $ 27.85 $ 32.14 $ 4.22 $ 5.72 $ 0.60 $ 0.38
Gypsum
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
--------------- --------------- - --------------- ---------------
Nine Months Ended Dec. 31, 1997 1996 1997 1996 1997 1996 1997 1996
------ ------ ------- ------ ------ ------ ------ ------
Sales Volume (M) 1,752 1,712 806 516 508 483 2,100 1,623
Average Net Sales Price $65.28 $63.56 $108.51 $96.50 $47.45 $46.67 $ 3.94 $ 4.15
Operating Margin $23.41 $20.25 $ 33.06 $26.25 $ 5.89 $ 6.90 $ 0.46 $ 0.55
Cement revenues for the current quarter were $32,120,000, down from
$32,228,000 for the same quarter in the prior year. Operating earnings were
$11,916,000, a 14% increase from $10,466,000 for the same quarter last year.
Higher operating margins partially offset by lower sales volume resulted in the
quarterly earnings gain. Sales volume of 494,000 tons for the current quarter
was down 16,000 tons from prior year's quarter mainly due to lower sales in the
Western markets due to the reduced availability of purchased cement this year.
U.S. cement consumption through
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September 1997 was 5% ahead of last year's record consumption rate. Consumption
in each of CXP's markets continues to be strong, and all of CXP's facilities
again operated at capacity and ended the quarter with lower than last year's
inventories of clinker (an intermediate cement product) and cement. Average
net sales price of $65.12/ton was 3% greater than prior year's quarter. Net
sales prices in all markets were ahead of prior year's quarter sales prices.
Cost of sales declined 4% due to a combination of reduced manufacturing cost
and partially replacing 33,000 tons of higher costing purchased cement sales
last year with lower costing manufactured cement sales this year. For the nine
month period cement revenues were $114,357,000, a 5% increase over $108,844,000
for the same period last year. Operating earnings from cement were $41,011,000
for the nine months, an 18% increase from $34,678,000 for the same period in
the prior year. The cement operating earnings gain resulted from higher sales
volume and improved operating margins.
Revenues from gypsum wallboard were $28,673,000 for the quarter this
year, a 58% increase over revenues of $18,103,000 for the same quarter in the
prior fiscal year. Operating earnings for the quarter were $7,322,000, up 34%
from $5,467,000 for the same period last year. Increased sales volume and
higher net sales prices partially offset by increased cost of sales resulted in
the earnings gain for the quarter. Sales volume increased 54% to 262 million
square feet ("MMSF") primarily from sales by the Eagle Gypsum plant acquired in
the fourth quarter of last fiscal year. Average sales price for the current
quarter of $109.08 per thousand square feet ("MSF") exceeded prior year's third
quarter sales price by 2 1/2%. Strong single-family housing construction
coupled with increased commercial and reconstruction activity has resulted in
record industry consumption for the first eleven months of calendar 1997.
During the quarter, CXP recognized a $2.0 million provision for certain
production equipment being disposed of as part of the expansion and upgrade of
CXP's original Albuquerque wallboard plant. Excluding the Albuquerque asset
disposition provision, operating margins for the quarter would have been
$35.87/MSF, 10% higher than prior year's quarter. Gypsum wallboard had
revenues of $87,495,000 for the first nine months of this fiscal year, 76%
higher than the $49,806,000 for the same period in fiscal 1997. Wallboard
operating earnings for the nine months were $26,657,000, an improvement of 97%
from the $13,547,000 earnings for the same period last year. The earnings gain
over prior year resulted from increased sales volume (primarily due to the
Eagle acquisition) and higher operating margins. Operating margins for the
nine months improved 26% over prior year's comparable period due to higher
sales prices being partially offset by increased cost of sales. Cost of sales
increased 7% due to a combination of higher cost Eagle production volume this
year and the $2.0 million Albuquerque plant assets disposition provision.
Current quarter revenues from concrete/aggregates totaled $10,505,000,
a 5% increase from $9,123,000 for the prior year's quarter. Operating
earnings from concrete/aggregates were $1,105,000 for the quarter this year, a
5% increase over $1,052,000 for the same quarter a year ago. Concrete earnings
decreased 18% from prior year's quarter due to higher sales volume being offset
by reduced operating margins. The 12% gain in sales volume mostly resulted
from the continuation of a large contract job in the California market started
during the last fiscal quarter. Cost of sales increased 6% due to a greater
percentage of higher costing California sales volume to total sales volume this
year and increased employee benefit costs. Aggregates earnings for the quarter
increased 99% from prior year's quarter primarily due to higher sales volume
and improved margins. A $0.09/ton reduction from last year's $4.02/ton average
sales price resulted from a greater percentage of lower priced construction
aggregates sales this year along with competitive pricing in the California
market. Aggregates sales volume increased 131,000 tons to 680,000 tons due to
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higher highway construction aggregates sales in the Texas and northern
California markets. For the nine months, concrete/aggregates revenues were
$32,390,000 this year, compared to $29,289,000 for the same period last year.
Operating earnings were $3,970,000 for the nine months this year, down 6% from
$4,221,000 for the same period last year. Concrete earnings declined 10% due
to higher sales prices being offset by increased materials and production
costs. Benefiting from a 477,000 ton increase in sales volume, aggregates
earnings increased 11% to $978,000. Sales volume of 2,100,000 tons for the
first nine months of this fiscal year was 29% above the prior year's nine month
total of 1,623,000 tons as a result of increased highway construction
aggregates sales in both the Austin, Texas and northern California markets.
Also, the higher construction aggregates sales volume to total sales volume
resulted in a $3.94/ton average net sales price, down 5% from last year's
nine-month period. Although cost of sales declined 3 1/2%, they were
negatively impacted by legal costs associated with litigation against a title
insurer regarding aggregates rights to certain lands in the Yuba Goldfields.
Other income of $604,000 for the quarter decreased $239,000 from prior
year's quarter. Other income includes clinker sales income, non-inventoried
aggregates sales income, trucking income, asset sales, lease income, and other
miscellaneous income and cost items.
Net interest income for this year's quarter increased $132,000 over
last year's quarter due to higher average cash balances this year. Cash
balance at December 31, 1997 was $60.6 million, up $55.8 million from $4.8
million at March 31, 1997. Cash balance at December 31, 1996 was $54.1
million.
STOCK REPURCHASE PROGRAM
The Company's Board of Directors previously approved the repurchase of
up to two million shares of the Company's common stock. On July 17, 1997,
CXP's Board of Directors increased the total share repurchase authorization by
1,000,000 shares from 2,000,000 to 3,000,000 shares. During the December 31,
1997 quarter, the Company repurchased 266,700 shares of its own stock from the
public. Since December 31, 1997, the Company has repurchased an additional
411,000 shares from the public. As a result of a total of 836,834 shares
repurchased since April 1, 1997 from the public, and purchases from the public
of CXP common stock by Centex Corporation, Centex Corporation currently owns
approximately 55.6% of the outstanding shares of CXP common stock. Currently,
approximately 1,085,000 shares are available for repurchases under the
authorized repurchase program.
FINANCIAL CONDITION
The Company has a 3 1/2-year $35 million unsecured revolving credit
facility and a short-term $10 million uncommitted unsecured line of credit to
finance its working capital and capital expenditures requirements. Based on
its financial condition and a virtually debt free balance sheet at December
31, 1997, CXP believes that its internally generated cash flow coupled with
funds available under these credit facilities will enable the Company to
provide adequately for its current operations and future growth.
Working capital at December 31, 1997 was $73.7 million, up from $28.2
million at March
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31, 1997. The increase resulted from $55.8 million in additional cash,
reduced by the net of a $6.5 million reduction in other current assets and a
$3.9 million increase in current liabilities. Stock repurchases during the
quarter and nine months amounted to $8.0 million and $11.2 million,
respectively. Capital spending of $7.5 million for current nine months was up
$3.2 million from prior year's period mostly due to the commencement of the
Albuquerque plant upgrade project. Cash payments for income taxes totaled
$19.9 million and $13.9 million in the first nine months of fiscal 1998 and
1997, respectively.
In April, July and October 1997, the Company's Board of Directors
declared a $0.05 per share dividend which was paid on July 16, 1997, October
16, 1997 and January 20, 1998 to stockholders of record as of July 1, 1997,
October 2, 1997 and January 5, 1998, respectively. Total dividends paid during
the quarter and nine months ended December 31, 1997 were approximately $1.1
million and $3.3 million, respectively.
Recently, the Company approved three expansion projects: a $16 million
plant upgrade at its Albuquerque gypsum wallboard plant that increases annual
plant capacity by 60 MMSF and accommodates 54" board production; an $18 million
expansion of CXP's recently acquired Eagle gypsum wallboard plant in Gypsum,
Colorado that will add 250 MMSF to the plant's current annual capacity; and a
$20 million expansion of the 50% owned LaSalle, Illinois cement plant that will
increase its annual clinker capacity by 100,000 tons and add a new 4,000
horsepower finish mill. The projects will be completed at various times
between late calendar 1998 and late calendar 1999.
OUTLOOK
The Company's positive financial results during the first nine months
of fiscal 1998 reflect continued strength in demand and pricing for its cement
and gypsum wallboard products. The Company expects the current level of high
demand for its cement and gypsum wallboard products to continue and anticipates
that fiscal 1998 will be its fourth consecutive year of record earnings.
FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward- looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include the following:
General economic conditions, interest rates, decline in or growth of the home
building and other construction industries, public infrastructure expenditures,
competition, and the availability of raw materials. These and other factors
are described in the Annual Report on Form 10-K for Centex Construction
Products, Inc. for the fiscal year ended March 31, 1997. The report is filed
with the Securities and Exchange Commission. The Company undertakes no
obligation to update publicly any forward-looking statement as a result of new
information, future events or other factors.
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CENTEX CONSTRUCTION PRODUCTS, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In 1992, drivers employed by the Company's Mathews Readymix, Inc.
subsidiary ("Mathews") who belonged to the Teamsters Union went on strike.
Mathews replaced all such employees, and the union was subsequently decertified
by a vote of the employees. The Teamsters Union filed an action with the
National Labor Relations Board ("NLRB") alleging that Mathews had engaged in
unfair labor practices. In 1993, an administrative law judge determined that
Mathews had not engaged in unfair labor practices (except for certain technical
violations for which the Company was required to post and abide by a notice
advising employees of certain of their legal rights).
In November 1993, the union appealed the decision of the
administrative law judge by filing exceptions to the judge's ruling with the
NLRB. In 1997 a three member panel of the NLRB overturned parts of the decision
of the administrative law judge and has ordered Mathews to recommence good
faith negotiations with the union. Mathews has appealed the decision of the
NLRB panel to the United States Court of Appeals for the D.C. Circuit, and the
decision of the NLRB panel has been stayed by the appeal. Although the Company
cannot predict with any certainty the outcome of this appeal, the Company
believes that, if the decision of the NLRB panel is not overturned, the panel's
decision will not have a material adverse effect on the Company's financial
condition or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
quarter ended December 31, 1997
All other items required under Part II are omitted because they are not
applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
CENTEX CONSTRUCTION PRODUCTS, INC.
-------------------------------------------
Registrant
February 9, 1998 /s/O.G. Dagnan
------------------------------------
O.G. Dagnan
Chairman and Chief Executive Officer
February 9, 1998 /s/Arthur R. Zunker, Jr.
---------------------------------------
Arthur R. Zunker, Jr.
Senior Vice President-Finance and Treasurer
(principal financial and
chief accounting officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
27 FINANCIAL DATA SCHEDULE
5
1,000
9-MOS
MAR-31-1998
APR-01-1997
DEC-31-1997
60,646
0
35,496
0
28,201
124,343
369,767
151,855
348,574
50,602
640
0
0
219
277,165
348,574
230,024
232,948
0
158,386
2,752
0
0
71,810
25,708
46,102
0
0
0
46,102
2.10
2.08
