e8vk
UNITED STATES
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):
January 25, 2006
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-12984
(Commission File Number)
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75-2520779
(IRS Employer
Identification No.) |
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3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas
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75219 |
(Address of principal executive offices)
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(Zip code) |
Registrants telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from 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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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þ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations
and Financial Condition.
On
January 25, 2006, Eagle Materials Inc., a Delaware corporation (Eagle), announced its results of operations for the
quarter ended
December 31, 2005. A copy of Eagles earnings press release
announcing these results is being furnished as Exhibit 99.1 hereto
and is hereby incorporated in this Item 2.02 in its entirety by reference.
Item 7.01.
Regulation FD Disclosure.
On
January 25, 2006, Eagle issued a press release (the Press
Release) announcing plans to expand and modernize two
of its cement plants. The Press Release also announced several
corporate initiatives, including the following items approved by Eagles Board of Directors: (i) a proposal to
amend Eagles Restated Certificate of Incorporation to eliminate
Eagles dual class common stock structure (which
amendment will require stockholder approval); (ii) a 3-for-1 stock split in the form of a 200%
stock dividend, payable on February 24, 2006 to holders of record of Eagles Common Stock and Class
B Common Stock on February 10, 2006; (iii) an increase in Eagles regular quarterly cash dividend
from $1.20 to $2.10 per share (on a pre-split basis), commencing with the dividend payable on April
21, 2006; and (iv) an increase in Eagles stock repurchase authorization of up to 1 million shares
of stock (inclusive of approximately 80,000 shares remaining under
the current authorization). A copy of the Press Release announcing these matters is being furnished as Exhibit 99.2 hereto
and is hereby incorporated in this Item 7.01 in its entirety by reference.
Item 8.01. Other Events.
On January 25, 2006, Eagle issued the Press Release, announcing, among other matters, that the
Eagle Board of Directors has approved a proposal to amend Eagles Restated Certificate of
Incorporation to eliminate Eagles dual class common stock structure (which amendment will require
stockholder approval). The portion of the Press Release under the heading Combination of Two Classes
of Stock and the related legend at the end of the Press Release is filed pursuant to,
and incorporated by reference in, this Item 8.01 as soliciting material pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements
and Exhibits.
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Exhibit |
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Number |
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Description |
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99.1 |
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Earnings Press Release
dated January 25, 2006 issued by Eagle Materials Inc.
(announcing quarterly operating results) |
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99.2 |
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Press Release
dated January 25, 2006 issued by Eagle Materials Inc.
(announcing plant expansions and other initiatives) |
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 hereunto duly authorized.
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EAGLE MATERIALS INC. |
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By: |
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/s/ Arthur R.
Zunker, Jr.
Name: Arthur R. Zunker, Jr.
Title: Senior Vice PresidentFinance and Treasurer
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Date:
January 25, 2006
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1 |
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Earnings Press Release
dated January 25, 2006 issued by Eagle Materials Inc.
(announcing quarterly operating results) |
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99.2 |
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Press Release
dated January 25, 2006 issued by Eagle Materials Inc.
(announcing plant expansions and other initiatives) |
exv99w1
Exhibit 99.1
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Contact at 214/432-2000
Steven R. Rowley
President & CEO
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Arthur R. Zunker, Jr.
Senior Vice President & CFO |
News For Immediate Release
EAGLE MATERIALS INC. REPORTS
HIGHEST THIRD QUARTER NET EARNINGS (UP 51%) AND DILUTED
EPS (UP 57%) IN COMPANY HISTORY AND
RAISES ANNUAL EARNINGS GUIDANCE
(Dallas, TX January 25, 2006): Eagle Materials Inc. (NYSE: EXP and EXP.B) today reported
financial results for the third quarter of fiscal 2006 ended December 31, 2005 and raised its
fiscal 2006 earnings guidance. Eagle produces and distributes Gypsum Wallboard, Cement, Recycled
Paperboard and Concrete and Aggregates. The following are highlights of our third quarter results:
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HIGHEST THIRD QUARTER OPERATING EARNINGS IN WALLBOARD AND CEMENT IN OUR HISTORY |
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RECORD HIGH THIRD QUARTER SALES VOLUME IN WALLBOARD |
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WALLBOARD AVERAGE NET SALES PRICE INCREASED 32% FROM LAST YEARS THIRD QUARTER |
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RECORD HIGH THIRD QUARTER SALES VOLUME IN CEMENT |
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HIGHEST QUARTERLY CEMENT AVERAGE NET SALES PRICE IN OUR HISTORY INCREASED 16% FROM LAST YEARS THIRD QUARTER |
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REPURCHASED NEARLY 1.0 MILLION SHARES OF OUR STOCK (5%) IN THE THIRD QUARTER |
For the quarter ended December 31, 2005, revenues and net earnings were $211.5 million and
$39.0 million, respectively. Revenues increased 41% over the prior year third quarter and net
earnings increased 51% over the same period last year. Diluted earnings per share for the third
quarter of fiscal 2006 were $2.20 compared with $1.40 in the same period a year ago, a 57%
increase.
The Company also raised its earnings guidance for fiscal 2006 to a range of $8.50 to $8.70 per
diluted share, and expects to report earnings ranging from $2.00 to $2.20 per diluted share for the
fourth quarter of fiscal 2006 ending March 31, 2006.
Eagle remains well positioned to continue to achieve outstanding financial results given our
low cost operations, which supply building materials to a strong construction industry. According
to the U.S. Census Bureau, total construction spending during November 2005 was estimated at a
seasonally adjusted annual rate of $1.1 trillion, 8% above the November 2004 estimate. The Gypsum
Association reported approximately 36.2 billion square feet of wallboard was shipped by U.S.
manufacturers in calendar 2005, a 5.4% increase over the prior record year. For calendar year
2006, we expect Wallboard demand to remain strong and supply to be tight (with 95%+ industry
capacity utilization). Wallboard pricing remains strong and an average $20 per thousand square
feet (MSF) price increase was implemented in mid-December 2005 in all of
our wallboard markets. Also, national demand for cement remains at record levels outpacing
last years consumption by approximately 5.7% through October 2005 according to the U.S. Geological
Survey with imports projected to fulfill over 25% of the U.S. construction industry demand this
year. Low inventories and strong demand continue to put upward pressure on cement pricing. We
implemented price increases ranging from $8 to $10 per ton on January 1st, in our
Wyoming, Utah, Colorado and Texas cement markets. Price increases ranging from $5 to $10 per ton
have been announced for our Illinois, Nevada and California cement markets for early Spring.
GYPSUM WALLBOARD
Gypsum Wallboard revenues for the third quarter totaled $122 million, a 40% increase over the
$87 million for the same quarter a year ago. Gypsum Wallboards third quarter operating earnings
were $39 million, up 93% from the $20 million for the same quarter last year. The revenue and
earnings gain for the quarter resulted from higher sales prices and record third quarter sales
volume. The average net sales price for this fiscal years third quarter was $144 per MSF, 32%
greater than the $109 per MSF for the same quarter last year. Gypsum Wallboard sales volume of 699
million square feet (MMSF) for the quarter increased 11% from the prior years third quarter.
CEMENT
Operating earnings from Cement increased 38% to $20 million for the third quarter this year
from $14 million for the same quarter last year. The earnings gain was due primarily to a record
high average net sales price, record third quarter sales volumes and the positive impact of the
Illinois Cement acquisition. Cement revenues, including joint venture and intersegment sales, for
the third quarter totaled $67 million, 36% greater than the $49 million for the same quarter a year
ago. Nearly $8 million of the revenue gain is attributable to the acquisition of our partners 50%
interest in Illinois Cement Company, which closed in the fourth quarter of fiscal 2005. Cement
sales volume for the third quarter totaled 746,000 tons, 19% above the 627,000 tons for the same
quarter last year. To meet these strong market requirements, Eagle increased its lower margin
purchased cement sales volumes for the quarter to approximately 165,000 tons, up 69% over last
years quarter.
PAPERBOARD
Eagles Paperboard operation reported third quarter revenues (including sales to Eagles
Wallboard operations see Attachment 4 for a detail of intersegment revenues) of $31 million
which is nearly even with last years third quarter. Paperboard operating earnings of $4 million
for the third quarter this year were down 29% from last years third quarter operating earnings due
primarily to increased energy costs and sales of lower margin containerboard grade paper. For this
years third quarter, Paperboard sales volume was 67,000 tons, down 3% from last years sales
volume of 69,000 tons. This years third quarter average net sales price of $463 per ton was a
third quarter record and was 2% above last years third quarter average net sales price of $454 per
ton.
CONCRETE AND AGGREGATES
Revenues from Concrete and Aggregates were $22 million for this years third quarter, 36%
greater than the $16 million for the third quarter a year ago. Concrete and Aggregates reported a
$1.3 million operating profit for this years third quarter, up 41% from the $0.9 million operating
profit for the same quarter last year, due to increased pricing and volume in both of our markets.
2
Concrete sales volume increased 21% for the third quarter this year to 210,000 cubic yards
from 173,000 cubic yards for the same quarter last year. Our Concrete quarterly average net sales
price of $64.32 per cubic yard for the third quarter of fiscal 2006 was a record and was 18% higher
than the $54.36 per cubic yard for the third quarter a year ago. Our Aggregates operation reported
sales volume of 1.4 million tons for the current quarter, 13% greater than the 1.2 million tons
reported in the third quarter last year. Our Aggregates quarterly average net sales price was a
record high $5.91 per ton during the third quarter and was 14% above last years third quarter
Aggregates average net sales price.
DETAILS OF FINANCIAL RESULTS
We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh
Cement Company LP (the Joint Venture). We utilize the equity method of accounting for our 50%
interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate
our 50% share of the Joint Ventures revenues and operating earnings, which is consistent with the
way management organizes the segments within the Company for making operating decisions and
assessing performance.
Our results for the third quarter of fiscal 2006 include 100% of Illinois Cement Company.
During the third quarter of fiscal 2005, Illinois Cement Company was a 50% owned joint venture and
was accounted for utilizing the equity method of accounting.
In addition, for segment reporting purposes we report intersegment revenues as a part of a
segments total revenues. Intersegment sales are eliminated on the income statement. Refer to
Attachment 4 for a reconciliation of the amounts referred to above.
3
Eagle is holding an investor conference on January 26, 2006 at 8:30 a.m. Eastern Time (7:30
a.m. Central Time). During that investor conference, Eagles senior management will discuss the
financial results, forward looking information and other matters. The investor conference will be
webcast simultaneously on the EXP Web site http://www.eaglematerials.com. A replay of the
webcast and the presentation will be archived on that site for one year. For more information,
contact EXP at 214-432-2000.
###
Forward-Looking Statements. This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the context of the statement and generally arise when the Company is discussing its
beliefs, estimates or expectations. These statements are not historical facts or guarantees of
future performance but instead represent only the Companys beliefs at the time the statements were
made regarding future events which are subject to significant risks, uncertainties and other
factors many of which are outside the Companys control. Actual results and outcomes may differ
materially from what is expressed or forecast in such forward-looking statements. The principal
risks and uncertainties that may affect the Companys actual performance include the following: the
cyclical and seasonal nature of the Companys business; public infrastructure expenditures; adverse
weather conditions; availability of raw materials; changes in energy costs including without
limitation increases in the cost of natural gas; changes in the cost and availability of
transportation; unexpected operational difficulties; governmental regulation and changes in
governmental and public policy; changes in economic conditions specific to any one or more of the
Companys markets; competition; announced increases in capacity in the gypsum wallboard and cement
industries; general economic conditions; and interest rates. For example, increases in interest
rates, decreases in demand for construction materials or increases in the cost of energy (including
natural gas) or transportation could affect the revenues or operating earnings of our operations.
In addition, changes in national and regional economic conditions and levels of infrastructure and
construction spending could also adversely affect the Companys results of operations.
These and other factors are described in the Annual Report on Form 10-K for the Company for
the fiscal year ended March 31, 2005. This report is filed with the Securities and Exchange
Commission and may be obtained free of charge through the website maintained by the SEC
at http://www.sec.gov. All forward-looking statements made in this press release are made as of
the date hereof, and the risk that actual results will differ materially from expectations
expressed in this press release will increase with the passage of time. The Company undertakes no
duty to update any forward-looking statement to reflect future events or changes in the Companys
expectations.
For additional information, contact at 214/432-2000.
Steven R. Rowley
President and Chief Executive Officer
Arthur R. Zunker, Jr.
Senior Vice President and Chief Financial Officer
(1) Summary of Consolidated Earnings
(2) Revenues and Earnings by Lines of Business (Quarter)
(3) Revenues and Earnings by Lines of Business (Nine Months)
(4) Sales Volume, Net Sales Prices and Intersegment and Cement Revenues
(5) Consolidated Balance Sheets
4
Eagle Materials Inc.
Attachment 1
Eagle Materials Inc.
Summary of Consolidated Earnings
(dollars in thousands, except per share data)
(unaudited)
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Quarter Ended December 31, |
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2005 |
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2004 |
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Change |
Revenues |
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$ |
211,515 |
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$ |
149,802 |
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41 |
% |
Earnings Before Income Taxes |
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$ |
58,866 |
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$ |
37,935 |
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55 |
% |
Net Earnings |
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$ |
38,987 |
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$ |
25,867 |
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51 |
% |
Earnings Per Share: |
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Basic |
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$ |
2.23 |
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$ |
1.41 |
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58 |
% |
Diluted |
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$ |
2.20 |
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$ |
1.40 |
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57 |
% |
Average Shares Outstanding: |
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Basic |
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17,518,921 |
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18,314,248 |
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-4 |
% |
Diluted |
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17,746,156 |
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18,529,155 |
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-4 |
% |
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Nine Months Ended December 31, |
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2005 |
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2004 |
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Change |
Revenues |
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$ |
638,098 |
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$ |
463,205 |
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38 |
% |
Earnings Before Income Taxes |
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$ |
174,777 |
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$ |
119,346 |
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46 |
% |
Net Earnings |
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$ |
117,217 |
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$ |
79,199 |
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48 |
% |
Earnings Per Share: |
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Basic |
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$ |
6.59 |
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$ |
4.29 |
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54 |
% |
Diluted |
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$ |
6.50 |
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$ |
4.24 |
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53 |
% |
Average Shares Outstanding: |
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Basic |
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17,789,951 |
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18,450,206 |
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-4 |
% |
Diluted |
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18,022,828 |
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18,660,612 |
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-3 |
% |
5
Eagle Materials Inc.
Attachment 2
Eagle Materials Inc.
Revenues and Earnings by Lines of Business
(dollars in thousands)
(unaudited)
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Quarter Ended December 31, |
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2005 |
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2004 |
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Change |
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Revenues* |
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Gypsum Wallboard |
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$ |
122,450 |
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$ |
87,199 |
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40 |
% |
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58 |
% |
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58 |
% |
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Cement (Wholly Owned) ** |
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50,311 |
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27,891 |
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80 |
% |
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24 |
% |
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19 |
% |
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Paperboard |
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17,156 |
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18,885 |
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-9 |
% |
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8 |
% |
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13 |
% |
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Concrete & Aggregates |
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21,598 |
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15,827 |
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36 |
% |
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10 |
% |
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10 |
% |
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Other, net |
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% |
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0 |
% |
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0 |
% |
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Total |
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$ |
211,515 |
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$ |
149,802 |
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41 |
% |
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|
100 |
% |
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100 |
% |
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Operating Earnings |
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Gypsum Wallboard |
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$ |
38,856 |
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$ |
20,121 |
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93 |
% |
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61 |
% |
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49 |
% |
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Cement: |
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Wholly Owned ** |
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14,005 |
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6,788 |
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|
106 |
% |
Joint Venture ** |
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6,052 |
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|
7,708 |
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-21 |
% |
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|
|
|
|
|
|
|
|
|
|
|
|
20,057 |
|
|
|
14,496 |
|
|
|
38 |
% |
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31 |
% |
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|
35 |
% |
|
|
|
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Paperboard |
|
|
4,195 |
|
|
|
5,903 |
|
|
|
-29 |
% |
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|
|
7 |
% |
|
|
14 |
% |
|
|
|
|
Concrete & Aggregates |
|
|
1,321 |
|
|
|
937 |
|
|
|
41 |
% |
|
|
|
2 |
% |
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|
2 |
% |
|
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|
|
Other, net |
|
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(348 |
) |
|
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(137 |
) |
|
|
-154 |
% |
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|
|
-1 |
% |
|
|
0 |
% |
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|
|
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|
|
|
|
|
|
|
|
Total Operating Earnings |
|
|
64,081 |
|
|
|
41,320 |
|
|
|
55 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate General Expenses |
|
|
(3,835 |
) |
|
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(2,810 |
) |
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|
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Interest Expense, net |
|
|
(1,380 |
) |
|
|
(575 |
) |
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|
|
|
|
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|
|
|
|
|
|
|
|
|
Earnings Before Income Taxes |
|
$ |
58,866 |
|
|
$ |
37,935 |
|
|
|
55 |
% |
|
|
|
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|
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* |
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Net of Intersegment and Joint Venture Revenues listed on Attachment 4. |
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** |
|
Reflects purchase of the other 50% interest in Illinois Cement Company. |
6
Eagle Materials Inc.
Attachment 3
Eagle Materials Inc.
Revenues and Earnings by Lines of Business
(dollars in thousands)
(unaudited)
|
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|
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|
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|
|
|
|
|
|
|
|
Nine Months Ended December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
Change |
|
Revenues* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
Gypsum Wallboard |
|
$ |
344,394 |
|
|
$ |
261,295 |
|
|
|
32 |
% |
|
|
|
54 |
% |
|
|
56 |
% |
|
|
|
|
Cement (Wholly Owned) ** |
|
|
168,105 |
|
|
|
92,247 |
|
|
|
82 |
% |
|
|
|
26 |
% |
|
|
20 |
% |
|
|
|
|
Paperboard |
|
|
55,153 |
|
|
|
55,753 |
|
|
|
-1 |
% |
|
|
|
9 |
% |
|
|
12 |
% |
|
|
|
|
Concrete & Aggregates |
|
|
68,167 |
|
|
|
53,717 |
|
|
|
27 |
% |
|
|
|
11 |
% |
|
|
12 |
% |
|
|
|
|
Other, net |
|
|
2,279 |
|
|
|
193 |
|
|
|
1,081 |
% |
|
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
638,098 |
|
|
$ |
463,205 |
|
|
|
38 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
103,782 |
|
|
$ |
59,983 |
|
|
|
73 |
% |
|
|
|
55 |
% |
|
|
47 |
% |
|
|
|
|
Cement: |
|
|
|
|
|
|
|
|
|
|
|
|
Wholly Owned ** |
|
|
40,266 |
|
|
|
22,885 |
|
|
|
76 |
% |
Joint Venture ** |
|
|
18,461 |
|
|
|
21,421 |
|
|
|
-14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
58,727 |
|
|
|
44,306 |
|
|
|
33 |
% |
|
|
|
31 |
% |
|
|
34 |
% |
|
|
|
|
Paperboard |
|
|
17,447 |
|
|
|
19,845 |
|
|
|
-12 |
% |
|
|
|
9 |
% |
|
|
16 |
% |
|
|
|
|
Concrete & Aggregates |
|
|
7,999 |
|
|
|
5,550 |
|
|
|
44 |
% |
|
|
|
4 |
% |
|
|
4 |
% |
|
|
|
|
Other, net |
|
|
1,932 |
|
|
|
(776 |
) |
|
|
349 |
% |
|
|
|
1 |
% |
|
|
-1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Earnings |
|
|
189,887 |
|
|
|
128,908 |
|
|
|
47 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate General Expenses |
|
|
(10,900 |
) |
|
|
(7,408 |
) |
|
|
|
|
Interest Expense, net |
|
|
(4,210 |
) |
|
|
(2,154 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Income Taxes |
|
$ |
174,777 |
|
|
$ |
119,346 |
|
|
|
46 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Net of Intersegment and Joint Venture Revenues listed on Attachment 4. |
|
** |
|
Reflects purchase of the other 50% interest in Illinois Cement Company. |
7
Eagle Materials Inc.
Attachment 4
Eagle Materials Inc.
Sales Volume, Net Sales Prices and Intersegment and Joint Venture Revenues
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume |
|
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
Change |
|
|
2005 |
|
|
2004 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gypsum Wallboard (MMSFs) |
|
|
699 |
|
|
|
628 |
|
|
|
11 |
% |
|
|
2,108 |
|
|
|
1,933 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement (M Tons): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly Owned |
|
|
556 |
|
|
|
340 |
|
|
|
64 |
% |
|
|
1,908 |
|
|
|
1,151 |
|
|
|
66 |
% |
Joint Venture |
|
|
190 |
|
|
|
287 |
|
|
|
-34 |
% |
|
|
623 |
|
|
|
976 |
|
|
|
-36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
746 |
|
|
|
627 |
|
|
|
19 |
% |
|
|
2,531 |
|
|
|
2,127 |
|
|
|
19 |
% |
Paperboard (M Tons): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal |
|
|
28 |
|
|
|
27 |
|
|
|
4 |
% |
|
|
86 |
|
|
|
83 |
|
|
|
4 |
% |
External |
|
|
39 |
|
|
|
42 |
|
|
|
-7 |
% |
|
|
123 |
|
|
|
126 |
|
|
|
-2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67 |
|
|
|
69 |
|
|
|
-3 |
% |
|
|
209 |
|
|
|
209 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concrete (M Cubic Yards) |
|
|
210 |
|
|
|
173 |
|
|
|
21 |
% |
|
|
683 |
|
|
|
590 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates (M Tons) |
|
|
1,396 |
|
|
|
1,230 |
|
|
|
13 |
% |
|
|
4,584 |
|
|
|
4,114 |
|
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Net Sales Price* |
|
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
Change |
|
|
2005 |
|
|
2004 |
|
|
Change |
|
Gypsum Wallboard (MSF) |
|
$ |
143.98 |
|
|
$ |
108.95 |
|
|
|
32 |
% |
|
$ |
131.85 |
|
|
$ |
106.68 |
|
|
|
24 |
% |
Cement (Ton) |
|
$ |
83.24 |
|
|
$ |
71.75 |
|
|
|
16 |
% |
|
$ |
81.34 |
|
|
$ |
69.94 |
|
|
|
16 |
% |
Paperboard (Ton) |
|
$ |
462.95 |
|
|
$ |
453.50 |
|
|
|
2 |
% |
|
$ |
463.93 |
|
|
$ |
452.64 |
|
|
|
2 |
% |
Concrete (Cubic Yard) |
|
$ |
64.32 |
|
|
$ |
54.36 |
|
|
|
18 |
% |
|
$ |
61.32 |
|
|
$ |
54.19 |
|
|
|
13 |
% |
Aggregates (Ton) |
|
$ |
5.91 |
|
|
$ |
5.19 |
|
|
|
14 |
% |
|
$ |
5.83 |
|
|
$ |
5.28 |
|
|
|
10 |
% |
|
|
|
* |
|
Net of freight and delivery costs billed to customers. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment and Cement Revenues |
|
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Intersegment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement |
|
$ |
1,345 |
|
|
$ |
791 |
|
|
$ |
4,622 |
|
|
$ |
2,569 |
|
Paperboard |
|
|
14,322 |
|
|
|
13,133 |
|
|
|
43,722 |
|
|
|
40,819 |
|
Concrete and Aggregates |
|
|
306 |
|
|
|
210 |
|
|
|
1,164 |
|
|
|
832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,973 |
|
|
$ |
14,134 |
|
|
$ |
49,508 |
|
|
$ |
44,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly Owned |
|
$ |
50,311 |
|
|
$ |
27,891 |
|
|
$ |
168,105 |
|
|
$ |
92,247 |
|
Joint Venture |
|
|
14,893 |
|
|
|
20,147 |
|
|
|
47,719 |
|
|
|
66,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
65,204 |
|
|
$ |
48,038 |
|
|
$ |
215,824 |
|
|
$ |
159,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Eagle Materials Inc.
Attachment 5
Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
March 31, |
|
|
|
2005 |
|
|
2004 |
|
|
2005* |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
60,174 |
|
|
$ |
18,539 |
|
|
$ |
7,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts and Notes Receivable, net |
|
|
80,231 |
|
|
|
59,164 |
|
|
|
70,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
|
67,111 |
|
|
|
46,609 |
|
|
|
63,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
207,516 |
|
|
|
124,312 |
|
|
|
141,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment |
|
|
837,423 |
|
|
|
725,694 |
|
|
|
788,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Accumulated Depreciation |
|
|
(290,902 |
) |
|
|
(255,555 |
) |
|
|
(264,088 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment, net |
|
|
546,521 |
|
|
|
470,139 |
|
|
|
524,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Joint Ventures |
|
|
25,642 |
|
|
|
47,323 |
|
|
|
28,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
68,013 |
|
|
|
40,290 |
|
|
|
66,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
15,992 |
|
|
|
15,599 |
|
|
|
18,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
863,684 |
|
|
$ |
697,663 |
|
|
$ |
780,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note Payable |
|
$ |
|
|
|
$ |
30,100 |
|
|
$ |
30,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities |
|
|
114,773 |
|
|
|
86,654 |
|
|
|
91,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Portion of Long-term Debt |
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
114,773 |
|
|
|
116,834 |
|
|
|
121,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Debt |
|
|
200,000 |
|
|
|
|
|
|
|
54,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Income Taxes |
|
|
115,828 |
|
|
|
107,228 |
|
|
|
118,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, Par Value $0.01; Authorized 5,000,000
Shares None Issued |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, Par Value $0.01; Authorized 50,000,000
Shares; Issued and Outstanding 8,686,786, 9,680,124 and
9,726,009 Shares, respectively. Class B Common Stock,
Par Value $0.01; Authorized 50,000,000 Shares; Issued
and Outstanding, 8,111,884, 8,655,769 and 8,499,269 Shares,
respectively. |
|
|
168 |
|
|
|
183 |
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in Excess of Par Value |
|
|
|
|
|
|
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Losses |
|
|
(1,842 |
) |
|
|
(1,877 |
) |
|
|
(1,842 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized Restricted Stock |
|
|
(481 |
) |
|
|
(565 |
) |
|
|
(557 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
435,238 |
|
|
|
475,717 |
|
|
|
487,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
433,083 |
|
|
|
473,601 |
|
|
|
485,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
863,684 |
|
|
$ |
697,663 |
|
|
$ |
780,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
From audited financial statements. |
9
exv99w2
Exhibit 99.2
|
|
|
|
|
Contact at 214/432-2000: |
|
|
|
|
|
Steven R. Rowley |
|
|
President and CEO |
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Arthur R. Zunker, Jr.
Senior Vice President and CFO |
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News For Immediate Release |
EAGLE MATERIALS INC. PLANS TO INCREASE
ITS CEMENT CAPACITY BY 50%;
INCREASES ITS ANNUAL DIVIDEND BY 75% AND
ISSUES INITIAL FY 2007 EARNINGS GUIDANCE
30% TO 40% ABOVE FY 2006 GUIDANCE
OTHER INITIATIVES ALSO ANNOUNCED:
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Combination of its two classes of stock |
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3-for-1 stock split |
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Increased share repurchase authorization |
Cement Capacity Increase
(Dallas, TX January 25, 2006): Eagle Materials Inc. (NYSE: EXP and EXP.B) announced today plans to expand and
modernize its Mountain Cement plant located in Laramie, Wyoming and its Nevada Cement plant
located in Fernley, Nevada. The plans will expand the production capacity of Mountain
Cement by 60% and double the production capacity of Nevada Cement (bringing both plants up
to 1.1 million tons of cement production) while at the same time dramatically reducing their
fuel and electricity consumption. Both the Mountain Cement and Nevada Cement projects are
expected to be operational in fall 2008. The total capital investment in these two projects
is expected to be approximately $320 million. These projects, combined with the previously
announced expansion at Eagles cement plant in LaSalle, Illinois, represent an approximate
50% increase in Eagles production capacity (increasing from 2.65 million tons per year to
4.0 million tons per year). The Illinois Cement project is ahead of schedule and
anticipated to be completed in December of this year. As part of Eagles balanced,
strategic plan, the Company previously announced a 30% increase in its wallboard production
capacity with a greenfield wallboard plant in Georgetown, South Carolina. The new plant
will have an annual design capacity of 750 million square feet and is scheduled to begin
operations in late calendar 2007. These substantial investments in high-return projects
will solidify Eagle Materials position as a very low-cost producer of building materials and
construction products.
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Combination of Two Classes of Stock
Eagles board of directors has approved an amendment to Eagles certificate of
incorporation to combine Eagles two classes of stock Common Stock and Class B Common
Stock into one class, subject to stockholder approval. Under this proposal each share of
Common Stock and each share of Class B Common Stock would be reclassified on a one-for-one
basis into a single share of common stock. The amendment to the certificate of
incorporation will be presented to Eagles stockholders for consideration at a special
meeting of stockholders. If approved by the stockholders, all of our new single class of
common stock will have identical rights to vote for the election of all our directors.
Eagle anticipates filing preliminary proxy materials with the Securities and Exchange
Commission in the near future. Once the SEC completes any review process, Eagle will
announce a meeting date and will mail out proxy materials to its stockholders.
Stock Split
Reflecting the strength of Eagles stock performance since the spin-off from Centex
Corporation in January 2004, the Board of Directors of Eagle has declared a 3-for-1 stock
split in the form of a 200% stock dividend on its Common Stock and on its Class B Common
Stock. The stock dividend will be distributed on February 24, 2006, to stockholders of
record on February 10, 2006.
75% Increase in Cash Dividend
Because of increased confidence in Eagles ability to generate substantial operating
cash flow, the Board of Directors has approved an increase in the annual cash dividend from
$1.20 to $2.10 per share on a pre-split basis, representing a 75% increase. Commencing with
the cash dividend to be paid in April 2006, Eagle will pay an annual cash dividend of $0.70
per share of common stock on a post-split basis, or $0.175 per share per quarter.
Reflecting this new dividend rate, the Board of Directors has declared a quarterly cash
dividend of $0.175 (on a post-split basis) payable on April 21, 2006 to stockholders of
record on March 22, 2006.
Increase in Repurchase Authorization
Eagles Board of Directors also announced today that it has increased the current stock
repurchase authorization by up to 1,000,000 pre-split shares (including approximately 80,000
shares remaining under the current authorization) or approximately 6% of its outstanding
stock. Since the Eagle Materials spin-off from Centex Corporation on January 30, 2004
approximately 2.2 million shares (or 12% of Eagle Materials stock) have been repurchased.
The number of Eagle shares currently outstanding is approximately 16.8 million (on a
pre-split basis). Share repurchases
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may be made from time to time in the open market or in privately negotiated transactions.
The timing and amount of any repurchases of shares will be determined by the Companys
management, based on its evaluation of market and economic conditions and other factors.
Eagles share repurchase program remains an important part of Eagles long-term balanced and
disciplined approach in making sound investment decisions focused on increasing shareholder
value.
Debt Issuance
As previously disclosed in November 2005, Eagle issued $200 million of senior unsecured
notes in a private placement. The senior notes were issued with an average maturity of
approximately 10 years at an average interest rate of approximately 5.39%. The new
long-term debt coincides with the long-term nature of the growth projects in both wallboard
and cement. At December 31, 2005, Eagle had no other debt and a cash balance of $60
million.
Fiscal 2007 Earnings Guidance
Eagle announced its initial earnings guidance for fiscal 2007. Eagle expects to
report earnings within the range of $11.00 to $12.00 per diluted share for fiscal 2007 (on a
pre-split basis). This represents an approximate 30% to 40% increase above fiscal 2006
guidance.
Eagle Materials Inc. is a Dallas-based company that manufactures and distributes
Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates.
Forward-Looking Statements. This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the context of the statement and generally
arise when the Company is discussing its beliefs, estimates or expectations. These
statements are not guarantees of future performance and involve a number of risks and
uncertainties. Actual results and outcomes may differ materially from what is expressed or
forecast in such forward-looking statements. The principal risks and uncertainties that may
affect the plant expansions announced herein include obtaining the necessary permits from
the applicable authorities including environmental permits and the risks and uncertainties
associated with the design and construction of the expansion. The principal risks and
uncertainties that may affect the proposed recombination include the fact that the
recombination will be subject to obtaining stockholder approval and other customary
conditions. Other risks and uncertainties that may affect the Companys actual performance
include the following: the cyclical and seasonal nature of the Companys business; public
infrastructure expenditures; adverse weather; availability and cost of raw materials;
unexpected operational difficulties; governmental regulation and changes in governmental and
public policy; changes in economic conditions specific to any one or more of the Companys
markets; competition; announced increases in capacity in the gypsum wallboard and cement
industries; general economic conditions; interest rates; and cost of fuel and energy. These
and other factors are described in the Companys Annual Report on Form 10-K for the fiscal
year ended March 31, 2005 and in its Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2005. These reports are filed with the Securities and Exchange
Commission.
Additional Information and Where to Find It. In connection with the proposal to
eliminate Eagles dual class structure (the Reclassification Proposal), Eagle will be
filing a proxy statement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ SUCH PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and other security holders can obtain
copies of the proxy statement free of charge when it becomes available and may also obtain
other documents filed by Eagle with the SEC by directing a request to Eagle Materials Inc.,
Investor Relations, 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219, Telephone:
(214) 432-2000. You may also obtain free copies of the proxy statement when it becomes
available and other documents filed by Eagle with the SEC by accessing the SECs website at
http://www.sec.gov., Eagle, its directors, certain executive officers, and certain other
employees may be deemed under the rules of the SEC to be participants in the solicitation
of proxies from the security holders of Eagle in favor of the Reclassification Proposal.
Eagles directors and executive officers beneficially own, in the aggregate, less than 3% of
the outstanding shares of Eagle common stock. Security holders of Eagle may obtain
additional information regarding the interests of the participants in the solicitation by
reading the proxy statement relating to the Reclassification Proposal when it becomes
available.
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