e10vq
United States
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 Quarterly Period Ended
June 30, 2006
Commission File Number 1-12984
Eagle Materials Inc.
Delaware
(State of Incorporation)
75-2520779
(I.R.S. Employer Identification No.)
3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219
(Address of principal executive offices)
(214) 432-2000
(Registrants telephone number)
Indicate by check mark whether the registrant (1) 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 (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the
registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.)
Yes o No þ
As of August 3, 2006, the number of outstanding shares of each of the issuers classes of common
stock was:
|
|
|
Class |
|
Outstanding Shares |
Common Stock, $.01 Par Value
|
|
49,998,565
|
Eagle Materials Inc. and Subsidiaries
Form 10-Q
June 30, 2006
Table of Contents
Eagle Materials Inc. and Subsidiaries
Consolidated Statements of Earnings
(dollars in thousands, except per share data)
(unaudited)
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For the Three Months |
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Ended June 30, |
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2006 |
|
|
2005 |
|
REVENUES |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
147,687 |
|
|
$ |
104,838 |
|
Cement |
|
|
68,300 |
|
|
|
57,335 |
|
Paperboard |
|
|
19,491 |
|
|
|
19,089 |
|
Concrete and Aggregates |
|
|
23,671 |
|
|
|
22,412 |
|
Other, net |
|
|
825 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
|
|
|
259,974 |
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|
204,798 |
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COSTS AND EXPENSES |
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|
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Gypsum Wallboard |
|
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83,712 |
|
|
|
76,987 |
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Cement |
|
|
52,341 |
|
|
|
46,833 |
|
Paperboard |
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|
14,224 |
|
|
|
12,925 |
|
Concrete and Aggregates |
|
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19,896 |
|
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|
18,960 |
|
Corporate General and Administrative |
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|
4,279 |
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|
3,102 |
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Interest Expense, net |
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|
1,763 |
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|
|
1,336 |
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|
|
|
|
|
|
|
|
|
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176,215 |
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|
160,143 |
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|
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EQUITY IN EARNINGS OF
UNCONSOLIDATED
JOINT VENTURE |
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|
5,997 |
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5,527 |
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|
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|
|
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|
EARNINGS BEFORE INCOME TAXES |
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89,756 |
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|
50,182 |
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Income Taxes |
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|
30,664 |
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|
15,274 |
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NET EARNINGS |
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$ |
59,092 |
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$ |
34,908 |
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EARNINGS PER SHARE: |
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Basic |
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$ |
1.17 |
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$ |
0.64 |
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Diluted |
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$ |
1.16 |
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$ |
0.64 |
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AVERAGE SHARES OUTSTANDING: |
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Basic |
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50,335,024 |
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|
54,315,939 |
|
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|
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|
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Diluted |
|
|
51,157,170 |
|
|
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54,965,496 |
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CASH DIVIDENDS PER SHARE |
|
$ |
0.175 |
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|
$ |
0.10 |
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|
|
|
|
|
|
See notes to unaudited consolidated financial statements.
1
Eagle Materials Inc. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands)
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June 30, |
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March 31, |
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2006 |
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2006 |
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|
(unaudited) |
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ASSETS |
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|
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|
|
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Current Assets |
|
|
|
|
|
|
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Cash and Cash Equivalents |
|
$ |
97,233 |
|
|
$ |
54,766 |
|
Accounts and Notes Receivable, net |
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|
105,785 |
|
|
|
94,061 |
|
Inventories |
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|
67,401 |
|
|
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67,799 |
|
|
|
|
|
|
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Total Current Assets |
|
|
270,419 |
|
|
|
216,626 |
|
|
|
|
|
|
|
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Property, Plant and Equipment |
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893,886 |
|
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|
856,227 |
|
Less: Accumulated Depreciation |
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|
(307,054 |
) |
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|
(298,665 |
) |
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|
|
|
|
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Property, Plant and Equipment, net |
|
|
586,832 |
|
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|
557,562 |
|
Investment in Joint Venture |
|
|
27,594 |
|
|
|
27,847 |
|
Goodwill and Intangible Assets |
|
|
67,695 |
|
|
|
67,854 |
|
Other Assets |
|
|
15,384 |
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|
|
19,027 |
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|
|
|
|
|
|
|
|
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$ |
967,924 |
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|
$ |
888,916 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts Payable |
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$ |
55,444 |
|
|
$ |
51,562 |
|
Federal Income Taxes Payable |
|
|
26,877 |
|
|
|
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|
Accrued Liabilities |
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49,378 |
|
|
|
53,137 |
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|
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Total Current Liabilities |
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131,699 |
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104,699 |
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Long-term Debt |
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200,000 |
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200,000 |
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Deferred Income Taxes |
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|
117,995 |
|
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|
119,479 |
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Stockholders Equity |
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Preferred
Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued |
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Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued
and Outstanding 50,406,400 and 50,318,797 Shares, respectively |
|
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504 |
|
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|
503 |
|
Capital in Excess of Par Value |
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3,220 |
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Accumulated Other Comprehensive Losses |
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(1,404 |
) |
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(1,404 |
) |
Retained Earnings |
|
|
515,910 |
|
|
|
465,639 |
|
|
|
|
|
|
|
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Total Stockholders Equity |
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|
518,230 |
|
|
|
464,738 |
|
|
|
|
|
|
|
|
|
|
$ |
967,924 |
|
|
$ |
888,916 |
|
|
|
|
|
|
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|
See notes to the unaudited consolidated financial statements.
2
Eagle Materials Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited dollars in thousands)
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For the Three Months Ended |
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|
June 30, |
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|
2006 |
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|
2005 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
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Net Earnings |
|
$ |
59,092 |
|
|
$ |
34,908 |
|
Adjustments to Reconcile Net Earnings to Net Cash Provided
by Operating Activities, Net of Effect of Non-Cash Activity |
|
|
|
|
|
|
|
|
|
Depreciation, Depletion and Amortization |
|
|
9,936 |
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|
9,535 |
|
Deferred Income Tax Provision |
|
|
(1,484 |
) |
|
|
(3,360 |
) |
Stock Compensation Expense |
|
|
1,062 |
|
|
|
557 |
|
Equity in Earnings of Unconsolidated Joint Venture |
|
|
(5,997 |
) |
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|
(5,527 |
) |
Excess Tax Benefits from Share Based Payment Arrangements |
|
|
(1,284 |
) |
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|
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Distributions from Joint Venture |
|
|
6,250 |
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|
7,000 |
|
Changes in Operating Assets and Liabilities: |
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Accounts and Notes Receivable |
|
|
(11,724 |
) |
|
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(14,913 |
) |
Inventories |
|
|
398 |
|
|
|
7,501 |
|
Accounts Payable and Accrued Liabilities |
|
|
106 |
|
|
|
1,974 |
|
Other Assets |
|
|
1,963 |
|
|
|
1,303 |
|
Income Taxes Payable |
|
|
29,801 |
|
|
|
15,876 |
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|
|
|
|
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Net Cash Provided by Operating Activities |
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|
88,119 |
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|
54,854 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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|
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Property, Plant and Equipment Additions |
|
|
(38,982 |
) |
|
|
(16,171 |
) |
|
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
|
(38,982 |
) |
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|
(16,171 |
) |
|
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CASH FLOWS FROM FINANCING ACTIVITIES |
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|
|
|
|
|
|
|
Addition to Long-term Debt |
|
|
|
|
|
|
1,000 |
|
Addition to Note Payable |
|
|
|
|
|
|
8,600 |
|
Dividends Paid to Stockholders |
|
|
(8,804 |
) |
|
|
(5,480 |
) |
Retirement of Common Stock |
|
|
|
|
|
|
(36,518 |
) |
Proceeds from Stock Option Exercises |
|
|
850 |
|
|
|
1,072 |
|
Excess Tax Benefits from Share Based Payment Arrangements |
|
|
1,284 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Financing Activities |
|
|
(6,670 |
) |
|
|
(31,326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
42,467 |
|
|
|
7,357 |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
|
54,766 |
|
|
|
7,221 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
97,233 |
|
|
$ |
14,578 |
|
|
|
|
|
|
|
|
See notes to the unaudited consolidated financial statements.
3
Eagle Materials Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
June 30, 2006
(A) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements as of and for the three month
period ended June 30, 2006, include the accounts of Eagle Materials Inc. and its majority owned
subsidiaries (EXP the Company or we) and have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited
consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto included in the Companys Annual Report on Form 10-K
filed with the Securities and Exchange Commission on June 2, 2006.
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. In the opinion of the Company, all
adjustments (consisting solely of normal recurring 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.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(B) SHARE-BASED EMPLOYEE COMPENSATION
Share Based Payments. Effective April 1, 2005, the Company adopted SFAS 123R, Share-Based
Payment utilizing the modified prospective approach. Under the modified prospective approach,
SFAS 123R applies to new awards and to awards that were outstanding on April 1, 2005 and are
subsequently modified or cancelled. Compensation expense for outstanding awards for which the
requisite service had not been rendered as of April 1, 2005, will be recognized over the remaining
service period using the compensation cost calculated for pro forma disclosure purposes previously
disclosed under SFAS 123 Accounting for Stock-Based Compensation. Prior periods were not restated
to reflect the impact of adopting the new standard.
Long-Term Compensation Plans
Options. During the first quarter of fiscal 2007, the Company granted a target number of stock
options to certain individuals that may be earned, in whole or in part, by meeting certain
performance conditions related to both financial and operational performance. These stock options
were valued at the grant date using the Black-Scholes option pricing model. The weighted-average
assumptions used in the Black-Scholes model to value the option awards in fiscal 2007 are as
follows: annual dividend rate of $0.70, expected volatility of 30%, risk free interest rate of
4.75% and expected life of 10 years. At the end of fiscal 2007, one third of the options earned
will become immediately vested, with the remaining earned options vesting ratably on March 31, 2008
and 2009. The Company is expensing the fair value of the options granted over a three year period,
as adjusted for forfeitures. For the three-month periods ended June 30, 2006 and 2005, we expensed
approximately $697,000 and $359,000, respectively. At June 30, 2006, there was approximately $6.3
million of unrecognized compensation cost related to outstanding stock options which is expected to
be recognized over a weighted-average period of 2.5 years.
4
The following table represents stock option activity for the quarter ended June 30, 2006:
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Number |
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Weighted- |
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of |
|
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Average |
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|
Shares |
|
|
Exercise Price |
|
Outstanding Options at Beginning of Period |
|
|
1,816,865 |
|
|
$ |
15.74 |
|
Granted |
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|
68,425 |
|
|
$ |
62.83 |
|
Exercised |
|
|
(74,531 |
) |
|
$ |
11.40 |
|
Cancelled |
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|
(50,242 |
) |
|
$ |
30.32 |
|
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|
|
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Outstanding Options at End of Period |
|
|
1,760,517 |
|
|
$ |
14.95 |
|
|
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|
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Options Exercisable at End of Period |
|
|
1,261,125 |
|
|
|
|
|
|
|
|
|
|
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|
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Weighted-Average Fair Value of Options
Granted during the Period |
|
$ |
30.91 |
|
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|
|
|
The following table summarizes information about stock options outstanding at June 30,
2006:
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Options Outstanding |
|
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Options Exercisable |
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Weighted |
|
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|
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|
|
|
|
|
|
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|
|
Average |
|
|
Weighted |
|
|
|
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|
|
Weighted |
|
|
|
Number of |
|
|
Remaining |
|
|
Average |
|
|
Number of |
|
|
Average |
|
|
|
Shares |
|
|
Contractual |
|
|
Exercise |
|
|
Shares |
|
|
Exercise |
|
Range of Exercise Prices |
|
Outstanding |
|
|
Life |
|
|
Price |
|
|
Outstanding |
|
|
Price |
|
$6.80 - $8.15 |
|
|
335,013 |
|
|
4.4 years |
|
$ |
7.36 |
|
|
|
306,802 |
|
|
$ |
7.29 |
|
$9.57 - $10.54 |
|
|
211,488 |
|
|
3.4 years |
|
$ |
10.29 |
|
|
|
199,524 |
|
|
$ |
10.33 |
|
$11.04 - $18.88 |
|
|
638,812 |
|
|
5.5 years |
|
$ |
12.09 |
|
|
|
481,377 |
|
|
$ |
12.03 |
|
$21.52 - $29.59 |
|
|
425,814 |
|
|
7.1 years |
|
$ |
25.68 |
|
|
|
224,100 |
|
|
$ |
24.57 |
|
$34.67 - $39.54 |
|
|
82,583 |
|
|
6.2 years |
|
$ |
36.63 |
|
|
|
49,322 |
|
|
$ |
34.99 |
|
$62.83 |
|
|
66,807 |
|
|
9.9 years |
|
$ |
62.83 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,760,517 |
|
|
5.6 years |
|
$ |
14.95 |
|
|
|
1,261,125 |
|
|
$ |
13.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2006, the aggregate intrinsic value of options outstanding was $52.4 million.
The aggregate intrinsic value of exercisable options at that date was approximately $41.3 million.
The total intrinsic value of options exercised during the three month period ended June 30, 2006
was approximately $ 3.7 million.
Restricted Stock Units. The Company granted a target level of restricted stock units to employees
during the three month period ended June 30, 2006. The ultimate number of restricted stock units
earned from the grant will not be known until the end of fiscal 2007, and, similar to the stock
option grants described above, will be based on the achievement of certain criteria during the
year. Any unearned shares will be forfeited. The value of the shares granted is being amortized
over a three year period. Expense related to restricted stock units was approximately $365,000 and
$198,000 for the three-month periods ended June 30, 2006 and 2005, respectively. At June 30, 2006
there was approximately $2.8 million of unearned compensation from restricted stock units that will
be recognized over a weighted average period of 2.3 years.
Shares available for future stock option and restricted stock unit grants under existing plans were
2,816,378 at June 30, 2006.
5
(C) PENSION AND EMPLOYEE BENEFIT PLANS
We sponsor several defined benefit and defined contribution pension plans which together cover
substantially all our employees. Benefits paid under the defined benefit plans covering certain
hourly employees are based on years of service and the employees qualifying compensation over the
last few years of employment.
The following table shows the components of net periodic cost for our plans:
|
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|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Service Cost Benefits Earned during the Period |
|
$ |
124 |
|
|
$ |
125 |
|
Interest Cost of Benefit Obligations |
|
|
192 |
|
|
|
190 |
|
Amortization of Unrecognized Prior-Service Cost |
|
|
35 |
|
|
|
34 |
|
Credit for Expected Return on Plan Assets |
|
|
(211 |
) |
|
|
(205 |
) |
Actuarial Loss |
|
|
60 |
|
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Period Cost |
|
$ |
200 |
|
|
$ |
202 |
|
|
|
|
|
|
|
|
(D) STOCKHOLDERS EQUITY
A summary of changes in stockholders equity follows:
|
|
|
|
|
|
|
For the Three Months Ended June 30, 2006 |
|
|
|
(dollars in thousands) |
|
Common Stock |
|
|
|
|
Balance at Beginning of Period |
|
$ |
503 |
|
Stock Option Exercises |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
|
504 |
|
|
|
|
|
|
|
|
|
|
Capital in Excess of Par Value |
|
|
|
|
Balance at Beginning of Period |
|
|
|
|
Share Based Activity |
|
|
2,371 |
|
Stock Option Exercises |
|
|
849 |
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
|
3,220 |
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
Balance at Beginning of Period |
|
|
465,639 |
|
Dividends Declared to Stockholders |
|
|
(8,821 |
) |
Net Earnings |
|
|
59,092 |
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
|
515,910 |
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Losses |
|
|
|
|
Balance at Beginning of Period |
|
|
(1,404 |
) |
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
|
(1,404 |
) |
|
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
$ |
518,230 |
|
|
|
|
|
There were no share repurchases during the three month period ended June 30, 2006. As of
June 30, 2006, the Company has authorization to purchase an additional 3.0 million shares.
(E) CASH FLOW INFORMATION SUPPLEMENTAL
Cash payments made for interest were $5.7 million and $1.2 million for the three months ended
June 30, 2006 and 2005, respectively. Net payments made for federal and state income taxes during
the three months ended June 30, 2006 and 2005, were $1.4 and $1.5 million, respectively.
6
(F) COMPREHENSIVE INCOME
Comprehensive income for the three month periods ended June 30, 2006 and 2005 was identical to
net income for the same periods.
As of June 30, 2006, the Company has an accumulated other comprehensive loss of $1.4 million,
net of income taxes of $0.8 million, in connection with recognizing an additional minimum pension
liability. The minimum pension liability relates to the accumulated benefit obligation in excess
of the fair value of plan assets of the defined benefit retirement plans.
(G) INVENTORIES
Inventories are stated at the lower of average cost (including applicable material, labor,
depreciation, and plant overhead) or market. Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, 2006 |
|
|
March 31, 2006 |
|
|
|
(dollars in thousands) |
|
Raw Materials and Material-in-Progress |
|
$ |
16,701 |
|
|
$ |
15,494 |
|
Gypsum Wallboard |
|
|
9,853 |
|
|
|
6,621 |
|
Finished Cement |
|
|
6,494 |
|
|
|
10,978 |
|
Paperboard |
|
|
4,067 |
|
|
|
3,536 |
|
Aggregates |
|
|
4,037 |
|
|
|
5,579 |
|
Repair Parts and Supplies |
|
|
24,858 |
|
|
|
23,962 |
|
Fuel and Coal |
|
|
1,391 |
|
|
|
1,629 |
|
|
|
|
|
|
|
|
|
|
$ |
67,401 |
|
|
$ |
67,799 |
|
|
|
|
|
|
|
|
(H) COMPUTATION OF EARNINGS PER SHARE
The calculation of basic and diluted common shares outstanding is as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
Weighted-Average Shares of
Common Stock Outstanding |
|
|
50,335,024 |
|
|
|
54,315,939 |
|
|
|
|
|
|
|
|
|
|
Common Equivalent Shares: |
|
|
|
|
|
|
|
|
Assumed Exercise of Outstanding
Dilutive Options |
|
|
1,693,710 |
|
|
|
1,678,869 |
|
Less Shares Repurchased from Assumed
Proceeds of Assumed Exercised Options |
|
|
(952,447 |
) |
|
|
(1,063,671 |
) |
Restricted Shares |
|
|
80,883 |
|
|
|
34,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Common and Common
Equivalent Shares Outstanding |
|
|
51,157,170 |
|
|
|
54,965,496 |
|
|
|
|
|
|
|
|
At
June 30, 2006, 66,807 stock options were excluded from the diluted earnings per share
calculation, as their effect was anti-dilutive.
7
(I) CREDIT FACILITIES
Bank Credit Facility -
The Company entered into a $350.0 million credit facility on December 16, 2004. On June 30,
2006 we amended the Bank Credit Facility (the Bank Credit Facility) to extend the expiration date
from December 2009 to June 2011, and to reduce the borrowing rates and commitment fees. Borrowings
under the Bank Credit Facility are guaranteed by all major operating subsidiaries of the Company.
Outstanding principal amounts on the Bank Credit Facility bear interest, at the option of the
Company, at a variable rate equal to: (i) LIBOR, plus an agreed margin (ranging from 55 to 100
basis points), which is established quarterly based upon the Companys ratio of consolidated EBITDA
to its consolidated indebtedness; or (ii) an alternate base rate which is the higher of (a) the
prime rate or (b) the federal funds rate plus 1/2% per annum. Interest payments are payable monthly
or at the end of the LIBOR advance periods, which can be up to a period of six months at the option
of the Company. Under the Bank Credit Facility, we are required to adhere to a number of financial
and other covenants, including covenants relating to the Companys interest coverage ratio and
consolidated funded indebtedness ratio. At March 31, 2006 the Company had $342.3 million of
borrowings available under the Bank Credit Facility.
Senior Notes -
We entered into a Note Purchase Agreement (the Note Purchase Agreement) on November 15, 2005
related to our sale of $200 million of senior, unsecured notes, designated as Series 2005A Senior
Notes (the Senior Notes) in a private placement transaction. The Senior Notes, which are
guaranteed by substantially all of the Companys subsidiaries, were sold at par and issued in three
tranches on November 15, 2005, as follows:
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
Maturity Date |
|
Interest Rate |
Tranche A |
|
$40 million |
|
November 15, 2012 |
|
|
5.25 |
% |
Tranche B |
|
$80 million |
|
November 15, 2015 |
|
|
5.38 |
% |
Tranche C |
|
$80 million |
|
November 15, 2017 |
|
|
5.48 |
% |
Interest for each tranche of Notes is payable semi-annually on the 15th day of May
and the 15th day of November of each year until all principal is paid for the respective
tranche.
Our obligations under the Note Purchase Agreement and the Senior Notes are equal in right of
payment with all other senior, unsecured debt of the Company, including our debt under the Bank
Credit Facility. The Note Purchase Agreement contains customary restrictive covenants, including
covenants that place limits on our ability to encumber our assets, to incur additional debt, to
sell assets, or to merge or consolidate with third parties, as well as certain cross covenants with
the Bank Credit Facility.
Pursuant to a Subsidiary Guaranty Agreement, substantially all of our subsidiaries have
guaranteed the punctual payment of all principal, interest, and Make-Whole Amounts (as defined in
the Note Agreement) on the Senior Notes and the other payment and performance obligations of the
Company contained in the Senior Notes and in the Note Purchase Agreement. We are permitted, at our
option and without penalty, to prepay from time to time at least 10% of the original aggregate
principal amount of the Senior Notes at 100% of the principal amount to be prepaid, together with
interest accrued on such amount to be prepaid to the date of payment, plus a Make-Whole Amount. The
Make-Whole Amount is computed by discounting the remaining scheduled payments of interest and
principal of the Senior Notes being prepaid at a discount rate equal to the sum of 50 basis points
and the yield to maturity of U.S. treasury securities having a maturity equal to the remaining
average life of the Senior Notes being prepaid.
8
(J) NET INTEREST EXPENSE
The following components are included in interest expense, net:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Interest (Income) |
|
$ |
(588 |
) |
|
$ |
(34 |
) |
Interest Expense |
|
|
2,814 |
|
|
|
1,259 |
|
Other Expenses |
|
|
100 |
|
|
|
111 |
|
Interest Capitalized |
|
|
(563 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense, net |
|
$ |
1,763 |
|
|
$ |
1,336 |
|
|
|
|
|
|
|
|
Interest income includes interest on investments of excess cash and interest on notes
receivable. Components of interest expense include interest associated with the Senior Notes and
commitment fees based on the unused portion of the Bank Credit Facility. Other expenses include
amortization of debt issue costs and bank credit facility costs. Interest capitalized relates to
the expansion project at Illinois Cement Company and construction of a new wallboard facility by
American Gypsum Company.
(K) COMMITMENTS AND CONTINGENCIES
The Company has certain deductible limits under its workers compensation and liability
insurance policies for which reserves are established based on the undiscounted estimated costs of
known and anticipated claims. We have entered into standby letter of credit agreements relating to
workers compensation and auto and general liability self-insurance. At June 30, 2006, we had
contingent liabilities under these outstanding letters of credit of approximately $7.7 million.
The following table compares insurance accruals and payments for our operations:
|
|
|
|
|
|
|
|
|
|
|
As of and for the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Accrual Balances at Beginning Period |
|
$ |
5,456 |
|
|
$ |
4,902 |
|
Insurance Expense Accrued |
|
|
1,244 |
|
|
|
1,199 |
|
Payments |
|
|
(847 |
) |
|
|
(545 |
) |
|
|
|
|
|
|
|
Accrual Balance at End of Period |
|
$ |
5,853 |
|
|
$ |
5,559 |
|
|
|
|
|
|
|
|
The Company is currently contingently liable for performance under $6.9 million in
performance bonds required by certain states and municipalities, and their related agencies. The
bonds are principally for certain reclamation obligations and mining permits. We have indemnified
the underwriting insurance company against any exposure under the performance bonds. In the
Companys past experience, no material claims have been made against these financial instruments.
The Companys tax returns are subject to periodic examination by the Internal Revenue Service
(IRS) and State Taxing Authorities. At June 30, 2006, the IRS was in the process of conducting
an audit of the Companys tax returns. We expect the IRS to complete its audit during fiscal 2007.
9
In the ordinary course of business, we execute contracts involving indemnifications standard
in the industry and indemnifications specific to a transaction such as sale of a business. These
indemnifications might include claims relating to any of the following: environmental and tax
matters; intellectual property rights; governmental regulations and employment-related matters;
customer, supplier, and other commercial contractual relationships; construction contracts and
financial matters. While the maximum amount to which the Company may be exposed under such
agreements cannot be estimated, it is the opinion of management that these indemnifications are not
expected to have a material adverse effect on our consolidated financial position or results of
operations. The Company currently has no outstanding guarantees.
(L) SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that engage in business
activities that earn revenues, incur expenses and prepare separate financial information that is
evaluated regularly by our chief operating decision maker in order to allocate resources and assess
performance.
We operate in four business segments: Gypsum Wallboard, Cement, Recycled Paperboard, and
Concrete and Aggregates, with Gypsum Wallboard and Cement being our principal lines of business.
These operations are conducted in the United States and include the mining of gypsum and the
manufacture and sale of gypsum wallboard, mining of limestone and the manufacture, production,
distribution and sale of portland cement (a basic construction material which is the essential
binding ingredient in concrete), the manufacture and sale of recycled paperboard to the gypsum
wallboard industry and other paperboard converters and the sale of readymix concrete and the mining
and sale of aggregates (crushed stone, sand and gravel). These products are used primarily in
commercial and residential construction, public construction projects and projects to build, expand
and repair roads and highways.
As further discussed below, we operate four gypsum wallboard reload centers, a gypsum
wallboard distribution center, four cement plants, ten cement distribution terminals, four gypsum
wallboard plants, a recycled paperboard mill, eight readymix concrete batch plant locations and two
aggregates processing plant locations. The principal markets for our cement products are Texas,
northern Illinois (including Chicago), the Rocky Mountains, northern Nevada, and northern
California. Gypsum wallboard and recycled paperboard are distributed throughout the continental
United States, except for the Northeast. Concrete and aggregates are sold to local readymix
producers and paving contractors in the Austin, Texas area and northern California.
We conduct one of our four cement plant operations, Texas Lehigh Cement Company in Buda,
Texas, though a 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.
10
We account for intersegment sales at market prices. The following table sets forth certain
financial information relating to our operations by segment:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Revenues - |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
147,687 |
|
|
$ |
104,838 |
|
Cement |
|
|
88,768 |
|
|
|
75,789 |
|
Paperboard |
|
|
34,718 |
|
|
|
33,951 |
|
Concrete and Aggregates |
|
|
23,988 |
|
|
|
22,859 |
|
Other, net |
|
|
825 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
Sub-total |
|
|
295,986 |
|
|
|
238,561 |
|
Less: Intersegment Revenues |
|
|
(17,800 |
) |
|
|
(16,907 |
) |
Less: Joint Venture |
|
|
(18,212 |
) |
|
|
(16,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenue |
|
$ |
259,974 |
|
|
$ |
204,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Intersegment Revenues |
|
|
|
|
|
|
|
|
Cement |
|
$ |
2,256 |
|
|
$ |
1,598 |
|
Paperboard |
|
|
15,227 |
|
|
|
14,862 |
|
Concrete and Aggregates |
|
|
317 |
|
|
|
447 |
|
|
|
|
|
|
|
|
|
|
$ |
17,800 |
|
|
$ |
16,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement Sales Volumes (M Tons) |
|
|
|
|
|
|
|
|
Wholly Owned |
|
|
707 |
|
|
|
671 |
|
Joint Venture |
|
|
203 |
|
|
|
227 |
|
|
|
|
|
|
|
|
|
|
|
910 |
|
|
|
898 |
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Operating Earnings |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
63,975 |
|
|
$ |
27,851 |
|
Cement |
|
|
21,956 |
|
|
|
16,029 |
|
Paperboard |
|
|
5,267 |
|
|
|
6,164 |
|
Concrete and Aggregates |
|
|
3,775 |
|
|
|
3,452 |
|
Other, net |
|
|
825 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
Sub-total |
|
|
95,798 |
|
|
|
54,620 |
|
|
|
|
|
|
|
|
|
|
Corporate General and Administrative |
|
|
(4,279 |
) |
|
|
(3,102 |
) |
|
|
|
|
|
|
|
|
Earnings Before Interest and Income Taxes |
|
|
91,519 |
|
|
|
51,518 |
|
Interest Expense, net |
|
|
(1,763 |
) |
|
|
(1,336 |
) |
|
|
|
|
|
|
|
Earnings Before Income Taxes |
|
$ |
89,756 |
|
|
$ |
50,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement Operating Earnings |
|
|
|
|
|
|
|
|
Wholly Owned |
|
$ |
15,959 |
|
|
$ |
10,502 |
|
Joint Venture |
|
|
5,997 |
|
|
|
5,527 |
|
|
|
|
|
|
|
|
|
|
$ |
21,956 |
|
|
$ |
16,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures(1) |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
28,144 |
|
|
$ |
602 |
|
Cement |
|
|
8,606 |
|
|
|
11,579 |
|
Paperboard |
|
|
1,424 |
|
|
|
1,931 |
|
Concrete and Aggregates |
|
|
808 |
|
|
|
2,059 |
|
|
|
|
|
|
|
|
|
|
$ |
38,982 |
|
|
$ |
16,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, Depletion and Amortization(1) |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
4,172 |
|
|
$ |
4,160 |
|
Cement |
|
|
2,656 |
|
|
|
2,357 |
|
Paperboard |
|
|
2,078 |
|
|
|
1,984 |
|
Concrete and Aggregates |
|
|
821 |
|
|
|
731 |
|
Other, net |
|
|
209 |
|
|
|
303 |
|
|
|
|
|
|
|
|
|
|
$ |
9,936 |
|
|
$ |
9,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, |
|
|
March 31, |
|
|
|
2006 |
|
|
2006 |
|
Identifiable Assets(1) |
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
361,146 |
|
|
$ |
335,985 |
|
Cement |
|
|
271,988 |
|
|
|
257,976 |
|
Paperboard |
|
|
177,432 |
|
|
|
179,776 |
|
Concrete and Aggregates |
|
|
50,699 |
|
|
|
46,799 |
|
Corporate and Other |
|
|
106,659 |
|
|
|
68,380 |
|
|
|
|
|
|
|
|
|
|
$ |
967,924 |
|
|
$ |
888,916 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Basis conforms with equity method accounting. |
12
Segment operating earnings, including the proportionately consolidated 50% interest in
the revenues and expenses of the Joint Venture, represent revenues, less direct operating expenses,
segment depreciation, and segment selling, general and administrative expenses. Corporate assets
consist primarily of cash and cash equivalents, general office assets and miscellaneous other
assets. The segment breakdown of goodwill is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
June 30, |
|
|
March 31, |
|
|
|
2006 |
|
|
2006 |
|
|
|
(dollars in thousands) |
|
Gypsum Wallboard |
|
$ |
37,842 |
|
|
$ |
37,842 |
|
Cement |
|
|
5,359 |
|
|
|
5,359 |
|
Paperboard |
|
|
2,446 |
|
|
|
2,446 |
|
|
|
|
|
|
|
|
|
|
$ |
45,647 |
|
|
$ |
45,647 |
|
|
|
|
|
|
|
|
Summarized financial information for the Joint Venture that is not consolidated is set
out below (this combined summarized financial information includes the total amount for the Joint
Venture and not the Companys 50% interest in those amounts):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
Ended June 30, |
|
|
2006 |
|
2005 |
|
|
(dollars in thousands) |
Revenues |
|
$ |
34,960 |
|
|
$ |
31,759 |
|
Gross Margin |
|
$ |
12,993 |
|
|
$ |
12,046 |
|
Earnings Before Income Taxes |
|
$ |
11,994 |
|
|
$ |
11,053 |
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, |
|
March 31, |
|
|
2006 |
|
2006 |
|
|
(dollars in thousands) |
Current Assets |
|
$ |
35,499 |
|
|
$ |
36,056 |
|
Non-Current Assets |
|
$ |
29,122 |
|
|
$ |
29,104 |
|
Current Liabilities |
|
$ |
10,468 |
|
|
$ |
10,503 |
|
(M) INCOME TAXES
Income taxes for the interim period presented have been included in the accompanying financial
statements on the basis of an estimated annual effective tax rate. In addition to the amount of
tax resulting from applying the estimated annual effective tax rate to pre-tax income, the Company,
when appropriate, includes certain items treated as discrete events to arrive at an estimated
overall tax amount. The effective tax rate for the three months ended June 30, 2006 was 34.1%.
As of June 30, 2006, the estimated overall tax rate for the full fiscal year 2007 is 33.8%.
13
Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
EXECUTIVE SUMMARY
Eagle Materials Inc. is a diversified producer of basic building products used in residential,
industrial, commercial and infrastructure construction. Information presented for the three month
periods ended June 30, 2006 and 2005, respectively, reflects the Companys four business segments,
consisting of Gypsum Wallboard, Cement, Recycled Paperboard and Concrete and Aggregates.
A majority of our revenues are from customers who are in industries and businesses that are
cyclical in nature and subject to changes in general economic conditions. In addition, since our
operations occur in a variety of geographic markets, our businesses are subject to the economic
conditions in each such geographic market. Our wallboard operations are more national in scope and
shipments are made throughout the continental U.S., except for the Northeast; however, our primary
markets are in the Southwestern U.S. Demand for wallboard varies between regions with the East and
West Coasts representing the largest demand centers. Our cement companies are located in
geographic areas west of the Mississippi river and the Chicago, Illinois metropolitan area. Due to
the low value-to-weight ratio of cement, cement is usually shipped within a 150 mile radius of the
plants. Concrete and aggregates are more local as those operations serve the areas immediately
surrounding Austin, Texas and north of Sacramento, California. Therefore, demand for cement,
concrete and aggregates are tied more closely to the economies of the local markets, which may
fluctuate more widely than the nation as a whole.
Consistent residential construction and a recovering commercial construction demand in all of
our markets helped to set a record for quarterly sales volume, revenues and earnings per share.
Demand in all of our markets was strong, with the exception of northern California. We reported
increased sales volume in our gypsum wallboard, cement and recycled paperboard segments for the
three month period ended June 30, 2006, as compared to the similar period in 2005. Sales volumes
for the concrete and aggregates segment declined for the three month period ended June 30, 2006 as
compared to the three month period ended June 30, 2005, due to adverse weather in the northern
California market during the month of April.
Gypsum Wallboard sales volume was up 5% and represented record quarterly volume for the
Company due to record industry demand while operating earnings increased 130% due to a 41% increase
in average sales price. The Gypsum Association reported approximately 19 billion square feet of
wallboard was shipped by U.S. manufacturers during the first six months of calendar 2006, a 7%
increase over the same period in the prior record year, requiring foreign imports to meet these
high demands. Industry wallboard shipments for the quarter ended June 30, 2006 increased over the
prior year by 3%, while average daily shipments of wallboard during the month of June 2006 were at
an all-time high of 151 MMSF per day.
Cement sales volume increased 1%, and operating earnings increased 37% for the three month
period ended June 30, 2006 as compared to the similar period in 2005, primarily due to higher
average net sales prices offset primarily by the impact of increased purchased cement volumes and
costs.
Paperboard reported increased sales volume; however, operating earnings declined due to
reduced average sales price, which was caused primarily by an increase in the amount of lower
priced containerboard sold as a percentage of total sales.
Concrete and Aggregates operating earnings improved 9% for the three month period ended June
30, 2006 as compared to the similar period in 2005, due primarily to price increases during fiscal
2007 for both concrete and aggregates.
Recent increases in interest rates are expected to bring a reduction in new residential
construction activity; however, commercial and industrial activity, which are showing signs of
improvement, may help to offset reduced demand in the residential construction sector if interest
rates continue to increase.
14
Cement demand continues to be positively impacted by a strong national highway funding
program. The funds allocated by Congress in the new highway bill exceed the prior highway funding
program.
The Company conducts one of its cement operations through a Joint Venture, Texas Lehigh Cement
Company LP, which is located in Buda, Texas. The Company owns a 50% interest in the Joint Venture
and accounts for its interest under the equity method of accounting. However, for purposes of the
Cement segment information presented, we proportionately consolidate our 50% share of the Joint
Ventures revenues and operating earnings, which is the way management organizes the segment within
the Company for making operating decisions and assessing performance.
RESULTS OF OPERATIONS
Consolidated Results
The following tables lists by line of business the revenues and operating earnings discussed
in our operating segments:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
147,687 |
|
|
$ |
104,838 |
|
Cement(1) |
|
|
88,768 |
|
|
|
75,789 |
|
Paperboard |
|
|
34,718 |
|
|
|
33,951 |
|
Concrete & Aggregates |
|
|
23,988 |
|
|
|
22,859 |
|
Other, net |
|
|
825 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
Sub-total |
|
|
295,986 |
|
|
|
238,561 |
|
Less: Intersegment Revenues |
|
|
(17,800 |
) |
|
|
(16,907 |
) |
Less: Joint Venture Revenues |
|
|
(18,212 |
) |
|
|
(16,856 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
259,974 |
|
|
$ |
204,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
OPERATING EARNINGS(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gypsum Wallboard |
|
$ |
63,975 |
|
|
$ |
27,851 |
|
Cement(1) |
|
|
21,956 |
|
|
|
16,029 |
|
Paperboard |
|
|
5,267 |
|
|
|
6,164 |
|
Concrete & Aggregates |
|
|
3,775 |
|
|
|
3,452 |
|
Other, net |
|
|
825 |
|
|
|
1,124 |
|
|
|
|
|
|
|
|
Total |
|
$ |
95,798 |
|
|
$ |
54,620 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Total of wholly-owned subsidiaries and proportionately consolidated 50%
interest in the Joint Ventures results. |
|
(2) |
|
Prior to Corporate General and Administrative expenses. |
15
Operating Earnings.
Consolidated operating earnings increased 75% over the prior year quarter. Strong regional
demand near our manufacturing plants helped to set record sales volumes in the Wallboard segment
and Cement segment. Gypsum Wallboard average pricing increased 41% over the prior year quarter
while Cement average pricing increased 16%. Pricing improvements have been offset somewhat by
increased costs of energy, transportation and maintenance. The Paperboard segment posted strong
earnings on increased volume, despite lower average sales prices. Concrete prices have increased
approximately 18% for the quarter as compared to the corresponding prior year period, offset
somewhat by the increased costs of raw materials and delivery costs. Aggregate demand in the
northern California declined, due primarily to bad weather; however, the Texas market remained
strong.
Other Income.
Other income consists of a variety of items that are non-segment operating in nature and
includes non-inventoried aggregates income, gypsum wallboard distribution center income, asset
sales and other miscellaneous income and cost items.
Corporate Overhead.
Corporate general and administrative expenses for the first quarter of fiscal 2007 were $4.3
million compared to $3.1 million for the comparable prior year period.
Net Interest Expense.
Net interest expense of $1.8 million for the first quarter of fiscal 2007 increased from $1.3
million for the comparable prior year period due to higher average borrowings. The increase was
due to the increase in debt related to the Senior Notes, offset by increased interest income and
capitalized interest related to the construction projects at Illinois Cement Company and American
Gypsum Company.
Income Taxes.
As of June 30, 2006, the effective tax rate for fiscal 2007 is 34%, versus 33% for fiscal
2006. The tax rate for the three month period ended June 30, 2005 includes the benefit of a
favorable adjustment of $1.8 million related to favorable developments in certain outstanding tax
matters.
Net Income.
Pre-tax earnings of $89.8 million were 79% above last years first quarter pre-tax earnings of
$50.2 million. Net earnings of $59.1 million increased 69% from net earnings of $34.9 million for
last years same quarter. Diluted earnings per share of $1.16 were 81% higher than the $0.64 for
last years same quarter.
16
GYPSUM WALLBOARD OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Percentage |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
|
Gross Revenues, as reported |
|
$ |
147,687 |
|
|
$ |
104,838 |
|
|
|
41 |
% |
Freight and Delivery Costs
billed to customers |
|
|
(24,296 |
) |
|
|
(21,744 |
) |
|
|
12 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
123,391 |
|
|
$ |
83,094 |
|
|
|
48 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume (MMSF) |
|
|
735 |
|
|
|
697 |
|
|
|
5 |
% |
Average Net Sales Price(1) |
|
$ |
167.85 |
|
|
$ |
119.18 |
|
|
|
41 |
% |
Freight (MMSF) |
|
$ |
33.06 |
|
|
$ |
31.19 |
|
|
|
6 |
% |
Operating Margin |
|
$ |
87.04 |
|
|
$ |
39.95 |
|
|
|
118 |
% |
Operating Earnings |
|
$ |
63,975 |
|
|
$ |
27,851 |
|
|
|
130 |
% |
|
|
|
(1) |
|
Net of freight per MSF. |
|
|
|
Revenues:
|
|
There were four price increases between the three month period ended June 30, 2005
and 2006 which, combined with increased wallboard shipments, resulted in an increase in both our
average net sales price and net revenues. Increased sales prices were offset slightly by
increases in freight and delivery costs, due primarily to the increase in diesel fuel prices
during the three months ended June 30, 2006 as compared to 2005. Our quarterly sales volume of
735 MMSF represents a record for the Company. |
|
|
|
Operating Margins:
|
|
The increase in operating margin for the three month period ended June 30,
2006, as compared to 2005, is due primarily to the increased average sales price over the same
period offset slightly by increases in natural gas, electricity and raw materials. |
|
|
|
Outlook:
|
|
We expect wallboard demand to remain strong and supply to be tight (with over 95%
industry capacity utilization) for the remainder of calendar year 2006 due in part to a rise in
demand for commercial (5/8 inch) gypsum wallboard. Demand remains strong and supply tight;
therefore, wallboard pricing remains strong. Single family residential housing, which comprises
approximately half of our wallboard sales, has begun to slow from historic highs, but we do not
expect the impact of this slow down will have a material effect on industry utilization this
calendar year. |
17
CEMENT OPERATIONS(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Percentage |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
|
Gross Revenues, including
intersegment |
|
$ |
88,768 |
|
|
$ |
75,789 |
|
|
|
17 |
% |
Freight and Delivery Costs
billed to customers |
|
|
(5,974 |
) |
|
|
(5,287 |
) |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
82,794 |
|
|
$ |
70,502 |
|
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume (M Tons) |
|
|
910 |
|
|
|
898 |
|
|
|
1 |
% |
Average Net Sales Price |
|
$ |
91.04 |
|
|
$ |
78.55 |
|
|
|
16 |
% |
Operating Margin |
|
$ |
24.13 |
|
|
$ |
17.86 |
|
|
|
35 |
% |
Operating Earnings |
|
$ |
21,956 |
|
|
$ |
16,029 |
|
|
|
37 |
% |
|
|
|
(1) |
|
Total of wholly-owned subsidiaries and proportionately consolidated 50% interest
of the Joint Ventures results. |
|
|
|
Revenues:
|
|
The increase in revenues is due primarily to price
increases implemented during fiscal 2006, as well as
increased sales volume for the three months ended June
30, 2006 as compared to June 30, 2005. |
|
|
|
Operating Margins:
|
|
Operating margins increased during the three month
period ended June 30, 2006 as compared to the similar
period in 2005, primarily due to increased sales
prices. The increase in the sales price was offset by
an increase of approximately $6 per ton in cost of
sales. The increase in cost of sales for the three
month period ended June 30, 2006 was due to increased
volumes of low margin purchased cement, which increased
to 242,000 tons, or 27% of total sales volume, coupled
with an approximately $10.00 per ton price increase.
Manufactured cement cost increased during the three
month period ended June 30, 2006 primarily due to
increased fuel and electricity costs. |
|
|
|
Outlook:
|
|
National demand for cement also remains at a record
high level with imports projected to fulfill
approximately 30% of the U.S. construction industry
demand this year. Due to the strength in road and
bridge construction along with growing demand from
commercial construction, shipments of Portland cement
in the U.S. have increased 6.5% through May 2006,
versus the same period in the prior record year.
Regionally, with the exception of Northern California,
demand in Eagle Materials cement markets remains at
high levels. Low inventories and strong demand
continue to put upward pressure on cement pricing. Our
first quarter pricing was the highest in Eagles
history. We have announced mid-July price increases of
approximately $5 per ton in our Texas and Mountain
cement markets. Additionally, price increases of $10+
per ton are now being announced for the next calendar
year in many U.S. markets, including most of the
markets served by the Company. |
18
RECYCLED PAPERBOARD OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
|
June 30, |
|
|
Percentage |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
|
(dollars in thousands) |
|
|
|
|
|
Gross Revenues, including
intersegment |
|
$ |
34,718 |
|
|
$ |
33,951 |
|
|
|
2 |
% |
Freight and Delivery Costs
billed to customers |
|
|
(878 |
) |
|
|
(755 |
) |
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
$ |
33,840 |
|
|
$ |
33,196 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volume (M Tons) |
|
|
77 |
|
|
|
73 |
|
|
|
5 |
% |
Average Net Sales Price |
|
$ |
440.06 |
|
|
$ |
457.68 |
|
|
|
(4 |
%) |
Operating Margin |
|
$ |
68.40 |
|
|
$ |
85.02 |
|
|
|
(20 |
%) |
Operating Earnings |
|
$ |
5,267 |
|
|
$ |
6,164 |
|
|
|
(15 |
%) |
|
|
|
Revenues:
|
|
Paperboard sales to our wallboard division were 31 thousand tons and 29 thousand tons for the three
month periods ended June 30, 2006 and 2005, respectively. The sales price of gypsum paper declined
approximately 2% during the three month period ended June 30, 2006, as compared to June 30, 2005.
Additionally, the percentage of gypsum paper sales, which have the highest sales price of all the
products, declined to approximately 81% of total sales for the three month period ended June 30,
2006 from 91% for the comparable period ended June 30, 2005. |
|
|
|
Operating Margins:
|
|
Operating margins declined for the three month period ended June 30, 2006 as compared to the three
month period ended June 30, 2005, primarily due to the reduction in sales of gypsum paper and the
increase in sales of containerboard paper. The impact in the change of the sale mix was offset
slightly by the reduction in fiber pricing and chemicals during the three month period ended June
30, 2006, as compared to three month period ended June 30, 2005. |
|
|
|
Outlook:
|
|
Market demand for our products is expected to remain strong in the near term due to the strength of
the wallboard industry, which currently comprises more than 80% of our sales volume. Increases in
the cost of fiber, which has been consistent for the last year, may negatively impact future
earnings. |
19
CONCRETE AND AGGREGATES OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
June 30, |
|
Percentage |
|
|
2006 |
|
2005 |
|
Change |
|
|
(dollars in thousands) |
|
|
|
|
Gross Revenues, including
intersegment |
|
$ |
23,988 |
|
|
$ |
22,859 |
|
|
|
5 |
% |
Sales Volume - |
|
|
|
|
|
|
|
|
|
|
|
|
M Cubic Yards of Concrete |
|
|
223 |
|
|
|
233 |
|
|
|
(4 |
%) |
M Tons of Aggregates |
|
|
1,299 |
|
|
|
1,572 |
|
|
|
(17 |
%) |
Average Sales Price |
|
|
|
|
|
|
|
|
|
|
|
|
Concrete per cubic yard |
|
$ |
68.75 |
|
|
$ |
58.37 |
|
|
|
18 |
% |
Aggregates per ton |
|
$ |
6.57 |
|
|
$ |
5.69 |
|
|
|
15 |
% |
Operating Earnings |
|
$ |
3,775 |
|
|
$ |
3,452 |
|
|
|
9 |
% |
|
|
|
Revenues:
|
|
Concrete and aggregates revenues increased due to price increases realized during fiscal 2006,
offset by a reduction in sales volumes. The reduction in sales volumes in the three month period
ended June 30, 2006, as compared to the three months ended June 30, 2005, was due primarily to
adverse weather conditions in the northern California market. |
|
|
|
Operating Margins:
|
|
Concrete and aggregate operating margins increased for the three month period ended June 30, 2006
as compared to the three months ended June 30, 2005, primarily due to increased sales prices. |
|
|
|
Outlook:
|
|
The market conditions remain strong with concrete and aggregates price increases expected during
the second half of calendar 2006. We expect to open two additional concrete plant sites that will
improve overall truck utilization and reduce delivery costs. |
20
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States requires management to adopt accounting policies and make significant
judgments and estimates to develop amounts reflected and disclosed in the financial statements. In
many cases, there are alternative policies or estimation techniques that could be used. We
maintain a thorough process to review the application of our accounting policies and to evaluate
the appropriateness of the many estimates that are required to prepare our financial statements.
However, even under optimal circumstances, estimates routinely require adjustment based on changing
circumstances and the receipt of new or better information.
Information regarding our Critical Accounting Policies and Estimates can be found in our
Annual Report. The four critical accounting policies that we believe either require the use of the
most judgment, or the selection or application of alternative accounting policies, and are material
to our financial statements, are those relating to long-lived assets, goodwill, environmental
liabilities and accounts receivable. Management has discussed the development and selection of
these critical accounting policies and estimates with the Audit Committee of our Board of Directors
and with our independent registered public accounting firm. In addition, Note (A) to the financial
statements in our Annual Report contains a summary of our significant accounting policies.
Recent Accounting Pronouncements
There were no recent accounting pronouncements implemented that are expected to have a
significant or material impact on the results of operations or financial position of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity.
The following table provides a summary of our cash flows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Net Cash Provided by Operating Activities: |
|
$ |
88,119 |
|
|
$ |
54,854 |
|
Investing Activities: |
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
(38,982 |
) |
|
|
(16,171 |
) |
|
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
|
(38,982 |
) |
|
|
(16,171 |
) |
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
Excess Tax Benefits from Share Based Payment Arrangements |
|
|
1,284 |
|
|
|
|
|
Addition to Long-term Debt, net |
|
|
|
|
|
|
1,000 |
|
Addition to Note Payable |
|
|
|
|
|
|
8,600 |
|
Retirement of Common Stock |
|
|
|
|
|
|
(36,518 |
) |
Dividends Paid |
|
|
(8,804 |
) |
|
|
(5,480 |
) |
Proceeds from Stock Option Exercises |
|
|
850 |
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash used in Financing Activities |
|
|
(6,670 |
) |
|
|
(31,326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash |
|
$ |
42,467 |
|
|
$ |
7,357 |
|
|
|
|
|
|
|
|
The $33.3 million increase in cash flows from operating activities for the three month
period ended June 30, 2006 was largely attributable to increased earnings. Additionally, changes
in working capital items such as increases in federal taxes payable contributed to the increase in
cash flows from operating activities.
21
Working capital at June 30, 2006, was $138.7 million compared to $112.0 million at March 31,
2006.
Total debt remained consistent at $200.0 million from March 31, 2006 to June 30, 2006.
Debt-to-capitalization at June 30, 2006, was 27.8% compared to 30.1% at March 31, 2006.
Based on our financial condition and results of operations as of and for the three months
ended June 30, 2006, along with the projected net earnings for the remainder of fiscal 2007, we
believe that our internally generated cash flow, coupled with funds available under various credit
facilities, will enable us to provide adequately for our current operations, dividends, capital
expenditures and future growth through the end of fiscal 2007. The Company was in compliance at
June 30, 2006 and during the three months ended June 30, 2006, with all the terms and covenants of
its credit agreements and expects to be in compliance during the next 12 months.
Cash and cash equivalents totaled $97.2 million at June 30, 2006, compared to $54.8 million at
March 31, 2006.
Debt Financing Activities.
Bank Credit Facility -
The Company entered into a $350.0 million credit facility on December 16, 2004. On June 30,
2006 we amended the Bank Credit Facility (the Bank Credit Facility) to extend the expiration date
from December 2009 to June 2011, and to reduce the borrowing rates and commitment fees. Borrowings
under the Bank Credit Facility are guaranteed by all major operating subsidiaries of the Company.
Outstanding principal amounts on the Bank Credit Facility bear interest, at the option of the
Company, at a variable rate equal to: (i) LIBOR, plus an agreed margin (ranging from 55 to 100
basis points, as amended), which is established quarterly based upon the Companys ratio of
consolidated EBITDA to its consolidated indebtedness; or (ii) an alternate base rate which is the
higher of (a) the prime rate or (b) the federal funds rate plus 1/2% per annum, as amended. Interest
payments are payable monthly or at the end of the LIBOR advance periods, which can be up to a
period of six months at the option of the Company. Under the Bank Credit Facility we are required
to adhere to a number of financial and other covenants, including covenants relating to the
Companys interest coverage ratio and consolidated funded indebtedness ratio. At March 31, 2006
the Company had $342.3 million of borrowings available under the Bank Credit Facility.
Senior Notes -
We entered into a Note Purchase Agreement (the Note Purchase Agreement) on November 15, 2005
related to our sale of $200 million of senior, unsecured notes, designated as Series 2005A Senior
Notes (the Senior Notes) in a private placement transaction. The Senior Notes, which are
guaranteed by substantially all of the Companys subsidiaries, were sold at par and issued in three
tranches on November 15, 2005, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
Maturity Date |
|
Interest Rate |
Tranche A |
|
$ |
40 million |
|
|
November 15, 2012 |
|
|
5.25 |
% |
Tranche B |
|
$ |
80 million |
|
|
November 15, 2015 |
|
|
5.38 |
% |
Tranche C |
|
$ |
80 million |
|
|
November 15, 2017 |
|
|
5.48 |
% |
Interest for each tranche of Notes is payable semi-annually on the 15th day of May
and the 15th day of November of each year until all principal is paid for the respective
tranche.
Our obligations under the Note Purchase Agreement and the Senior Notes are equal in right of
payment with all other senior, unsecured debt of the Company, including our debt under the Bank
Credit Facility. The Note Purchase Agreement contains customary restrictive covenants, including
covenants
22
that place limits on our ability to encumber our assets, to incur additional debt, to sell assets,
or to merge or consolidate with third parties, as well as certain cross covenants with the Bank
Credit Facility.
Pursuant to a Subsidiary Guaranty Agreement, substantially all of our subsidiaries have
guaranteed the punctual payment of all principal, interest, and Make-Whole Amounts (as defined in
the Note Agreement) on the Senior Notes and the other payment and performance obligations of the
Company contained in the Senior Notes and in the Note Purchase Agreement. We are permitted, at our
option and without penalty, to prepay from time to time at least 10% of the original aggregate
principal amount of the Senior Notes at 100% of the principal amount to be prepaid, together with
interest accrued on such amount to be prepaid to the date of payment, plus a Make-Whole Amount. The
Make-Whole Amount is computed by discounting the remaining scheduled payments of interest and
principal of the Senior Notes being prepaid at a discount rate equal to the sum of 50 basis points
and the yield to maturity of U.S. treasury securities having a maturity equal to the remaining
average life of the Senior Notes being prepaid.
Other than the Bank Credit Facility and the Senior Notes, the Company has no other source of
committed external financing in place. If the Bank Credit Facility were terminated, no assurance
can be given as to the Companys ability to secure a new source of financing. Consequently, if a
balance is outstanding on the Bank Credit Facility at the time of termination, and an alternative
source of financing cannot be secured, it would have a material adverse impact on the Company.
None of the Companys debt is rated by the rating agencies.
The Company does not have any off balance sheet debt except for operating leases. The Company
does not have any transactions, arrangements or relationships with special purpose entities.
Also, the Company has no outstanding debt guarantees. The Company has available under the Bank
Credit Facility a $25.0 million Letter of Credit Facility. At June 30, 2006, the Company had $7.7
million of letters of credit outstanding that renew annually. We are contingently liable for
performance under $6.9 million in performance bonds relating primarily to our mining operations.
Cash used for Share Repurchases.
The Company did not repurchase any of its shares during the three-month period ended June 30,
2006. As of June 30, 2006, we had a remaining authorization to purchase 3,000,000 shares. Share
repurchases 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.
Dividends.
Dividends paid in the three months ended June 30, 2006 and 2005 were $8.8 million and $5.5
million, respectively. The increase is due to the Company increasing its quarterly dividend to
$0.175 from $0.10 beginning with the April dividend payment. Each quarterly dividend payment is
subject to review and approval by our Board of Directors, and we intend to evaluate our dividend
payment amount on an ongoing basis.
23
Capital Resources.
The following table compares capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(dollars in thousands) |
|
Land and Quarries |
|
$ |
476 |
|
|
$ |
169 |
|
Plants |
|
|
38,194 |
|
|
|
11,817 |
|
Buildings, Machinery and Equipment |
|
|
312 |
|
|
|
4,185 |
|
|
|
|
|
|
|
|
|
Total Capital Expenditures |
|
$ |
38,982 |
|
|
$ |
16,171 |
|
|
|
|
|
|
|
|
For fiscal 2007, we expect capital expenditures of the following: approximately $165.0
million (approximately $90.0 million higher than our 2006 levels), with the year-over-year increase
due primarily to the completion of the expansion of Illinois Cement and construction of the new
wallboard plant in Georgetown, South Carolina. Historically, we have financed such expenditures
with cash from operations and borrowings under our revolving credit facilities.
FORWARD-LOOKING STATEMENTS
Certain sections of this report, including Managements Discussion and Analysis of Results of
Operations and Financial Condition contain 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 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 involve known and unknown risks and uncertainties that may cause
the Companys actual results to be materially different from planned or expected results. Those
risks and uncertainties include, but are not limited to:
|
|
|
Levels of construction spending. Demand for our products is directly related to the
level of activity in the construction industry, which includes residential, commercial
and infrastructure construction. Furthermore, activity in the infrastructure
construction business is directly related to the amount of government funding available
for such projects. Any decrease in the amount of government funds available for such
projects or any decrease in construction activity in general (including a continued
decrease in residential construction could have a material adverse effect on our
business, financial condition and results of operations. |
|
|
|
|
Interest rates. Our business is significantly affected by the movement of interest
rates. Interest rates have a direct impact on the level of residential, commercial and
infrastructure construction activity put in place. Higher interest rates could have a
material adverse effect on our business and results of operations. In addition,
increases in interest rates could result in higher interest expense related to
borrowings under our credit facilities. |
|
|
|
|
National and regional economic conditions. A majority of our revenues are from
customers who are in industries and businesses that are cyclical in nature and subject
to changes in general economic conditions. In addition, since operations occur in a
variety of geographic markets, our businesses are subject to the economic conditions in
each such geographic market. General economic downturns or localized downturns in the
regions where we have operations, including any downturns in the construction industry
or increases in capacity in the gypsum wallboard, paperboard and cement industries,
could have a material adverse effect on our business, financial condition and results
of operations. |
24
|
|
|
The seasonal nature of the Companys business. A majority of our business is
seasonal with peak revenues and profits occurring primarily in the months of April
through November. Quarterly results have varied significantly in the past and are
likely to vary significantly from quarter to quarter in the future. Such variations
could have a negative impact on the price of the Companys common stock. |
|
|
|
|
Price fluctuations and supply/demand for our products. The products sold by us are
commodities and competition among manufacturers is based largely on price. The prices
for our principal products, gypsum wallboard and cement, are currently at levels higher
than those experienced in recent years. Prices are often subject to material changes
in response to relatively minor fluctuations in supply and demand, general economic
conditions and other market conditions beyond our control. Increases in the production
capacity for products such as gypsum wallboard or cement may create an oversupply of
such products and negatively impact product prices. There can be no assurance that
prices for products sold by us will not decline in the future or that such declines
will not have a material adverse effect on our business, financial condition and
results of operations. |
|
|
|
|
Significant changes in the cost of, and the availability of, fuel, energy and other
raw materials. Significant increases in the cost of fuel, energy or raw materials used
in connection with our businesses or substantial decreases in their availability could
materially and adversely affect our sales and operating profits. Major cost components
in each of our businesses are the cost of fuel, energy and raw materials. Prices for
fuel, energy or raw materials used in connection with our businesses could change
significantly in a short period of time for reasons outside our control. Prices for
natural gas and electrical power, which are significant components of the costs
associated with our gypsum wallboard and cement businesses, have increased
significantly in recent years and are expected to increase in the future. In the event
of large or rapid increases in prices, we may not be able to pass the increases through
to our customers in full, which would reduce our operating margin. |
|
|
|
|
Unfavorable weather conditions during peak construction periods and other unexpected
operational difficulties. Because a majority of our business is seasonal, bad weather
conditions and other unexpected operational difficulties during peak periods could
adversely affect operating income and cash flow and could have a disproportionate
impact on our results of operations for the full year. |
|
|
|
|
Competition from new or existing competitors or the ability to successfully
penetrate new markets. The construction products industry is highly competitive. If
we are unable to keep our products competitively priced, our sales could be reduced
materially. Also, we may experience increased competition from companies offering
products based on new processes that are more efficient or result in improvements in
product performance, which could put us at a disadvantage and cause us to lose
customers and sales volume. Our failure to continue to compete effectively could have
a material adverse effect on our business, financial condition and results of
operations. |
|
|
|
|
Compliance with governmental regulations. Our operations and our customers are
subject to and affected by federal, state and local laws and regulations with respect
to such matters and land usage, street and highway usage, noise level and health and
safety and environmental matters. In many instances, various permits are required for
construction and related operations. Although management believes that we are in
compliance in all material respects with regulatory requirements, there can be no
assurance that the Company will not incur material costs or liabilities in connection
with regulatory requirements or that demand for its products will be adversely affected
by regulatory issues affecting its customers. |
25
|
|
|
Environmental liabilities. Our operations are subject to state, federal and local
environmental laws and regulations, which impose liability for cleanup or remediation
of environmental pollution and hazardous waste arising from past acts; and require
pollution control and prevention, site restoration and operating permits and/or
approvals to conduct certain of our operations. Certain of our operations may from
time-to-time involve the use of substances that are classified as toxic or hazardous
substances within the meaning of these laws and regulations. Risk of environmental
liability is inherent in the operation of our businesses. As a result, it is possible
that environmental liabilities could have a material adverse effect on the Company in
the future. |
|
|
|
|
Events that may disrupt the U.S. or world economy. Future terrorist attacks, and
the ensuing U.S. military and other responsive actions, could have a significant
adverse effect on the general economic, market and political conditions, which in turn
could have material adverse effect on the Companys business. |
|
|
|
|
Significant changes in the cost and availability of transportation. Some of the raw
materials used in our manufacturing processes, such as coal or coke, are transported to
our facilities by truck or rail. In addition, the transportation costs associated with
the delivery of our wallboard products are a significant portion of the variable cost
of the wallboard division. Significant increases in the cost of fuel or energy can
result in material increases in the cost of transportation which could materially and
adversely affect our operating profits. In addition, reductions in the availability
of certain modes of transportation such as rail or trucking could limit our ability to
deliver product and therefore materially and adversely affect our operating profits. |
In general, the Company is subject to the risks and uncertainties of the construction industry
and of doing business in the U.S. The forward-looking statements are made as of the date of this
report, and the Company undertakes no obligation to update them, whether as a result of new
information, future events or otherwise.
26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our amended
Bank Credit Facility. From time-to-time we have utilized derivative instruments, including
interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that
is subject to changes in interest rates. At June 30, 2006 there were no outstanding borrowings
under the amended Bank Credit Facility. Presently, we do not utilize derivative financial
instruments.
The Company is subject to commodity risk with respect to price changes principally in coal,
coke, natural gas and power. We attempt to limit our exposure to change in commodity prices by
entering into contracts or increasing use of alternative fuels.
Item 4. Controls and Procedures
An evaluation has been performed under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures as of
June 30, 2006. Based on that evaluation, the Companys management, including its Chief Executive
Officer and Chief Financial Officer, concluded that the Companys disclosure controls and
procedures were effective as of June 30, 2006, to provide reasonable assurance that the information
required to be disclosed in the Companys reports filed or submitted under the Securities Exchange
Act of 1934 is processed, summarized and reported within the time periods specified in the rules
and forms of the Securities and Exchange Commission. There have been no changes in the Companys
internal controls over financial reporting during the Companys last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the Companys internal controls
over financial reporting.
27
Part II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The disclosure required under this Item is included in Item 2. of this Quarterly Report
on Form 10-Q under the heading Cash Used for Share Repurchase and is incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
On April 11, 2006, the Company held a Special Meeting of Stockholders at which the
stockholders of the Company approved a proposal to amend our restated certificate of incorporation
to re-classify our then existing Common Stock and Class B Common Stock into a single new class of
common stock. Voting results for the proposal are summarized as follows:
Number of Shares of Common Stock
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
18,388,815
|
|
24,575
|
|
13,665
|
|
-0- |
Number of Shares of Class B Common Stock
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
18,314,535
|
|
70,682
|
|
117
|
|
-0- |
Number of Shares of Common Stock and Class B Common Stock
(voting together as a single class)
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
36,703,350
|
|
95,257
|
|
13,782
|
|
-0- |
Item 6. Exhibits
|
4.1 |
|
Amendment to Amended and Restated Credit Agreement dated June 30, 2006
among Eagle Materials Inc. and the lenders party thereto, JP Morgan Chase Bank,
N.A., as administrative agent, Bank of America, N.A. and Branch Banking and
Trust Company as co-syndication agent and Wells Fargo Bank N.A. and Union Bank
of California, N.A., as co-documentation agents (filed as Exhibit 4.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 7, 2006 and incorporated herein by reference). |
|
|
10.1 |
|
Eagle Materials Inc. Salaried Incentive Compensation Program
for Fiscal Year 2007 (filed as Exhibit 10.1 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 6, 2006, and
incorporated herein by reference). (1) |
28
|
10.2 |
|
Eagle Materials Inc. Cement Companies Salaried Incentive
Compensation Program for Fiscal Year 2007 (filed as Exhibit 10.2 to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 6,
2006, and incorporated herein by reference). (1) |
|
|
10.3 |
|
Eagle Materials Inc. Concrete and Aggregates Companies Salaried
Incentive Compensation Program for Fiscal Year 2007 (filed as Exhibit 10.3 to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 15, 2006, and incorporated herein by reference).
(1) |
|
|
10.4 |
|
American Gypsum Company Salaried Incentive Compensation Program
for Fiscal Year 2007 (filed as Exhibit 10.4 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 15, 2006, and
incorporated herein by reference). (1) |
|
|
10.5 |
|
Form of Restricted Stock Unit Agreement for Non-employee
Directors (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 1, 2006 and incorporated
herein by reference). (1) |
|
|
10.6 |
|
Form of Non-Qualified Stock Option Agreement for Non-employee
Directors (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 1, 2006 and incorporated
herein by reference). (1) |
|
|
10.7 |
|
Form of Restricted Stock Unit Agreement for senior executives
(filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 1, 2006 and incorporated herein by
reference).(1) |
|
|
10.8 |
|
Form of Non-Qualified Stock Option Agreement for senior
executives (filed as Exhibit 10.4 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 1, 2006 and incorporated
herein by reference). (1) |
|
|
31.1* |
|
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant
to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as
amended. |
|
|
31.2* |
|
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant
to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as
amended. |
|
|
32.1* |
|
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. |
|
|
32.2* |
|
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. |
|
|
|
* |
|
Filed herewith. |
|
(1) |
|
Management contract or compensatory plan or arrangement. |
29
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 thereunto duly authorized.
|
|
|
|
|
EAGLE MATERIALS INC. |
|
|
|
|
|
Registrant |
|
|
|
August 4, 2006
|
|
/s/ STEVEN R. ROWLEY |
|
|
|
|
|
Steven R. Rowley |
|
|
President and Chief Executive Officer |
|
|
(principal executive officer) |
|
|
|
August 4, 2006
|
|
/s/ ARTHUR R. ZUNKER, JR. |
|
|
|
|
|
Arthur R. Zunker, Jr. |
|
|
Senior Vice President, Treasurer and |
|
|
Chief Financial Officer |
|
|
(principal financial and chief accounting officer) |
30
exv31w1
Exhibit 31.1
Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Steven R. Rowley, certify that:
1. I have reviewed this report on Form 10-Q of Eagle Materials Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
Dated: August 4, 2006
|
|
|
|
|
By:
|
|
/s/ Steven R. Rowley
|
|
|
|
|
|
|
|
|
|
Steven R. Rowley |
|
|
|
|
President and Chief Executive Officer |
|
|
exv31w2
Exhibit 31.2
Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Arthur R. Zunker, Jr., certify that:
1. I have reviewed this report on Form 10-Q of Eagle Materials Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
Dated: August 4, 2006
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By:
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/s/ Arthur R. Zunker, Jr.
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Arthur R. Zunker, Jr. |
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Chief Financial Officer |
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exv32w1
Exhibit 32.1
Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Eagle Materials Inc. and subsidiaries (the
Company) on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Steven R. Rowley, President and Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant
to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
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the Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and |
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(ii) |
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the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
Dated: August 4, 2006
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By:
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/s/ Steven R. Rowley
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Steven R. Rowley |
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President and Chief Executive Officer |
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exv32w2
Exhibit 32.2
Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Eagle Materials Inc. and subsidiaries (the
Company) on Form 10-Q for the period ended June 30, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Arthur R. Zunker, Jr., Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
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(i) |
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the Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and |
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(ii) |
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the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
Dated: August 4, 2006
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By:
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/s/ Arthur R. Zunker, Jr.
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Arthur R. Zunker, Jr. |
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Chief Financial Officer |
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