UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 5, 2009

 

 

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-12984		75-2520779
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas		75219
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number including area code: (214) 432-2000

Not Applicable

(Former name or former address if changed from last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

 

 

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Item 2.02

Results of Operations and Financial Condition

On February 5, 2009, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended December 31, 2008. A copy of Eagle’s earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit Number		Description
99.1		Earnings Press Release dated February 5, 2009 issued by Eagle Materials Inc. (announcing quarterly operating results)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 5, 2009

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Earnings Press Release dated February 5, 2009 issued by Eagle Materials Inc. (announcing quarterly operating results)

Exhibit 99.1

 

				Contact at 214/432-2000
				Steven R. Rowley
				President & CEO
				Mark V. Dendle
				Executive Vice President & CFO

News For Immediate Release

EAGLE MATERIALS INC. REPORTS

THIRD QUARTER RESULTS

(Dallas, TX February 5, 2009): Eagle Materials Inc. (NYSE: EXP) today reported fiscal third quarter net earnings of $11.3 million ($0.26 per share). For the same period a year ago, Eagle reported net earnings of $22.5 million ($0.50 per share), which included after-tax income of $1.6 million ($0.04 per share) related to the favorable settlement of an outstanding lawsuit at our Lawton, Oklahoma paper mill.

GYPSUM WALLBOARD AND PAPERBOARD

Eagle’s Gypsum Wallboard and Paperboard operations reported third quarter revenues of $76.9 million, a 17% decrease from the $92.8 million for the same quarter a year ago. The quarterly comparative revenue decline reflects lower gypsum wallboard sales volumes. Gypsum Wallboard and Paperboard’s third quarter operating earnings of $6.8 million were down 31% compared with operating earnings of $9.8 million for the same quarter last year, excluding a pre-tax gain of approximately $2.3 million related to the favorable settlement of an outstanding lawsuit. The average gypsum wallboard net sales price for this fiscal year’s third quarter was $103.71 per MSF, 3% higher than the $100.32 per MSF for the same quarter last year. Gypsum Wallboard sales volume of 453 million square feet (MMSF) for the quarter declined 17% from the prior year’s third quarter.

CEMENT, CONCRETE AND AGGREGATES

Eagle’s Cement operations reported revenues, including joint venture and intersegment revenues, of $71.4 million, 17% less than the $85.8 million for the same quarter a year ago. Operating earnings from Eagle’s Cement operations declined to $22.0 million for the third quarter this year from $26.6 million for the same quarter last year. Cement sales volumes for the third quarter were 701,000 tons, 18% below the 850,000 tons for the same quarter last year. Eagle’s purchased cement sales volumes for the quarter declined 36% to approximately 110,000 tons. The average net sales price for this fiscal year’s third quarter was $95.00 per ton, 1% less than the $96.31 per ton for the same quarter last year.

Revenues from Concrete and Aggregates were $15.1 million for this year’s third quarter, 32% less than the $22.4 million for the third quarter a year ago. Concrete and Aggregates reported a $0.4 million operating profit for this year’s third quarter, down from the $3.1 million operating profit for the same quarter last year, primarily due to lower sales volumes in our Concrete and Aggregates businesses and lower net sales prices for both Concrete and Aggregates.

Concrete sales volume decreased 33% for the third quarter this year to 144,000 cubic yards from 215,000 cubic yards for the same quarter last year. Our Concrete quarterly average

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net sales price of $72.74 per cubic yard for the third quarter of fiscal 2009 was 7% less than the $77.88 per cubic yard for the third quarter a year ago. Our Aggregates operation reported sales volume of 735,000 tons for the current quarter, 15% less than the third quarter last year. Our Aggregates quarterly average net sales price was 2% below last year’s third quarter average net sales price.

DETAILS OF FINANCIAL RESULTS

We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the “Joint Venture”). We utilize the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture’s revenues and operating earnings, which is consistent with the way management organizes the segments within the Company for making operating decisions and assessing performance.

In addition, for segment reporting purposes, we report intersegment revenues as a part of a segment’s total revenues. Intersegment sales are eliminated on the income statement. Refer to Attachment 4 for a reconciliation of the amounts referred to above.

REPURCHASE OF SENIOR NOTES

Subsequent to December 31, 2008, Eagle offered to purchase up to $100 million in aggregate principal amount of its Series 2007A and Series 2005A Senior Notes at a 5% discount. Eagle has accepted for purchase $100 million in aggregate principal amount and it is anticipated that payment for the Notes will be made in the next few business days. The purchase of the notes will be funded by lower cost borrowings made under our revolving credit facility. As a result of the purchase, Eagle will modestly reduce its outstanding debt, reduce interest payments, and improve financial flexibility with a combination of fixed term debt, variable revolving debt and cash, while at the same time maintaining a large amount of readily available liquidity.

Eagle Materials Inc. is a Dallas-based company that manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, and Concrete and Aggregates.

 

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EXP’s senior management will conduct a conference call to discuss the financial results, forward looking information and other matters at 2:00 p.m. Eastern Time (1:00 p.m. Central Time) on Thursday, February 5, 2009. The conference call will be webcast simultaneously on the EXP Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be archived on that site for one year. For more information, contact EXP at 214-432-2000.

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Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s business; public infrastructure expenditures; adverse weather conditions; availability of raw materials; changes in energy costs including, without limitation, natural gas and oil; changes in the cost and availability of transportation; unexpected operational difficulties; inability to timely execute announced capacity expansions; governmental regulation and changes in governmental and public policy (including, without limitation, climate change regulation); changes in economic conditions specific to any one or more of the Company’s markets; competition; announced increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction; general economic conditions; and interest rates. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas and oil) could affect the revenues and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s result of operations. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008. These reports are filed with the Securities and Exchange Commission. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Company’s expectations.

For additional information, contact at 214/432-2000.

Steven R. Rowley

President and Chief Executive Officer

Mark V. Dendle

Executive Vice President and Chief Financial Officer

 

(1)	Summary of Consolidated Earnings

 

(2)	Revenues and Earnings by Lines of Business (Quarter)

 

(3)	Revenues and Earnings by Lines of Business (Nine Months)

 

(4)	Sales Volume, Net Sales Prices and Intersegment and Cement Revenues

 

(5)	Consolidated Balance Sheets

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Eagle Materials Inc.

Attachment 1

Eagle Materials Inc.

Summary of Consolidated Earnings

(dollars in thousands, except per share data)

(unaudited)

 

								Quarter Ended December 31,
								2008			2007			Change
Revenues								$	137,829		$	173,005		-20	%
Earnings Before Income Taxes								$	16,550		$	32,074		-48	%
Net Earnings								$	11,259		$	22,459		-50	%
Earnings Per Share:
		—		Basic				$	0.26		$	0.51		-49	%
		—		Diluted				$	0.26		$	0.50		-48	%
Average Shares Outstanding:
		—		Basic					43,517,844			44,019,262		-1	%
		—		Diluted					43,826,789			44,596,051		-2	%
								Nine Months Ended December 31,
								2008			2007			Change
Revenues								$	493,566		$	604,705		-18	%
Earnings Before Income Taxes								$	49,726		$	137,801		-64	%
Net Earnings								$	34,734		$	94,522		-63	%
Earnings Per Share:
		—		Basic				$	0.80		$	2.04		-61	%
		—		Diluted				$	0.79		$	2.02		-61	%
Average Shares Outstanding:
		—		Basic					43,473,363			46,227,109		-6	%
		—		Diluted					43,869,479			46,834,390		-6	%

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Eagle Materials Inc.

Attachment 2

Eagle Materials Inc.

Revenues and Earnings by Lines of Business

(dollars in thousands)

(unaudited)

 

		Quarter Ended December 31,
		2008				2007				Change
Revenues*
Gypsum Wallboard and Paperboard:
Gypsum Wallboard		$	61,393			$	73,371			-16	%
Gypsum Paperboard			15,555				19,433			-20	%
			76,948				92,804			-17	%
			56	%			54	%
Cement (Wholly Owned)			45,874				57,697			-20	%
			33	%			33	%
Concrete & Aggregates			14,901				22,148			-33	%
			11	%			13	%
Other, net			106				356			-70	%
			0	%			0	%
Total		$	137,829			$	173,005			-20	%
			100	%			100	%
Operating Earnings
Gypsum Wallboard and Paperboard:
Gypsum Wallboard		$	2,800			$	6,878			-59	%
Gypsum Paperboard			4,038				5,216			-23	%
			6,838				12,094			-43	%
			23	%			29	%
Cement:
Wholly Owned			13,330				16,746			-20	%
Joint Venture			8,681				9,854			-12	%
			22,011				26,600			-17	%
			75	%			63	%
Concrete & Aggregates			406				3,135			-87	%
			2	%			7	%
Other, net			106				356			-70	%
			0	%			1	%
Total Operating Earnings			29,361				42,185			-30	%
			100	%			100	%
Corporate General Expenses			(5,140	)			(4,300	)
Interest Expense, net			(7,671	)			(5,811	)
Earnings Before Income Taxes		$	16,550			$	32,074			-48	%

 

*	Net of Intersegment and Joint Venture Revenues listed on Attachment 4.

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Eagle Materials Inc.

Attachment 3

Eagle Materials Inc.

Revenues and Earnings by Lines of Business

(dollars in thousands)

(unaudited)

 

		Nine Months Ended December 31,
		2008				2007				Change
Revenues*
Gypsum Wallboard and Paperboard:
Gypsum Wallboard		$	217,374			$	266,761			-19	%
Gypsum Paperboard			55,710				61,947			-10	%
			273,084				328,708			-17	%
			55	%			54	%
Cement (Wholly Owned)			161,955				204,069			-21	%
			33	%			34	%
Concrete & Aggregates			54,682				70,434			-22	%
			11	%			12	%
Other, net			3,845				1,494			157	%
			1	%			0	%
Total		$	493,566			$	604,705			-18	%
			100	%			100	%
Operating Earnings
Gypsum Wallboard and Paperboard:
Gypsum Wallboard		$	(3,928	)		$	49,298			-108	%
Gypsum Paperboard			12,095				13,255			-9	%
			8,167				62,553			-87	%
			9	%			38	%
Cement:
Wholly Owned			46,313				65,223			-29	%
Joint Venture			25,421				25,304			0	%
			71,734				90,527			-21	%
			82	%			54	%
Concrete & Aggregates			3,881				11,286			-66	%
			5	%			7	%
Other, net **			3,845				1,494			157	%
			4	%			1	%
Total Operating Earnings			87,627				165,860			-47	%
			100	%			100	%
Corporate General Expenses			(14,110	)			(14,393	)
Interest Expense, net			(23,791	)			(13,666	)
Earnings Before Income Taxes		$	49,726			$	137,801			-64	%

 

*	Net of Intersegment and Joint Venture Revenues listed on Attachment 4.

**	Nine months ended December 31, 2008 results include a $2.6 million gain on sale of railcars.

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Eagle Materials Inc.

Attachment 4

Eagle Materials Inc.

Sales Volume, Net Sales Prices and Intersegment and Joint Venture Revenues

(unaudited)

 

		Sales Volume
		Quarter Ended December 31,							Nine Months Ended December 31,
		2008		2007		Change			2008		2007		Change
Gypsum Wallboard (MMSF’s)		453		545		-17	%		1,655		1,799		-8	%
Cement (M Tons):
Wholly Owned		461		571		-19	%		1,601		2,029		-21	%
Joint Venture		240		279		-14	%		765		792		-3	%
		701		850		-18	%		2,366		2,821		-16	%
Paperboard (M Tons):
Internal		18		23		-22	%		68		73		-7	%
External		34		42		-19	%		118		135		-13	%
		52		65		-20	%		186		208		-11	%
Concrete (M Cubic Yards)		144		215		-33	%		501		645		-22	%
Aggregates (M Tons)		735		862		-15	%		2,835		3,203		-11	%

 

		Average Net Sales Price*
		Quarter Ended December 31,									Nine Months Ended December 31,
		2008			2007			Change			2008			2007			Change
Gypsum Wallboard (MSF)		$	103.71		$	100.32		3	%		$	96.28		$	113.64		-15	%
Cement (Ton)		$	95.00		$	96.31		-1	%		$	96.63		$	96.07		1	%
Paperboard (Ton)		$	494.11		$	486.23		2	%		$	499.97		$	481.08		4	%
Concrete (Cubic Yard)		$	72.74		$	77.88		-7	%		$	73.47		$	76.18		-4	%
Aggregates (Ton)		$	6.39		$	6.49		-2	%		$	6.56		$	6.92		-5	%

 

*	Net of freight and delivery costs billed to customers.

 

		Intersegment and Cement Revenues
		Quarter Ended December 31,						Nine Months Ended December 31,
		2008			2007			2008			2007
Intersegment Revenues:
Cement		$	1,582		$	2,431		$	5,433		$	7,262
Paperboard			10,309			12,658			38,754			40,053
Concrete and Aggregates			238			222			734			902
		$	12,129		$	15,311		$	44,921		$	48,217
Cement Revenues:
Wholly Owned		$	45,874		$	57,697		$	161,955		$	204,069
Joint Venture			23,955			25,690			76,073			72,718
		$	69,829		$	83,387		$	238,028		$	276,787

 

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Eagle Materials Inc.

Attachment 5

Eagle Materials Inc.

Consolidated Balance Sheets

(dollars in thousands)

(unaudited)

 

		December 31,								March 31, 2008*
		2008				2007
ASSETS
Current Assets –
Cash and Cash Equivalents		$	47,824			$	65,820			$	18,960
Accounts and Notes Receivable, net			50,614				53,217				62,949
Inventories			102,246				85,998				98,717
Total Current Assets			200,684				205,035				180,626
Property, Plant and Equipment –			1,086,826				1,059,235				1,079,742
Less: Accumulated Depreciation			(407,514	)			(362,460	)			(374,186	)
Property, Plant and Equipment, net			679,312				696,775				705,556
Notes Receivable			6,828				7,546				7,286
Investments in Joint Venture			38,016				39,166				40,095
Goodwill and Intangibles			152,971				69,740				153,449
Other Assets			27,115				104,304				27,835
		$	1,104,926			$	1,122,566			$	1,114,847
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities –
Accounts Payable		$	25,140			$	41,303			$	50,961
Federal Income Taxes Payable			2,470				6,047				—
Accrued Liabilities			46,909				42,239				56,315
Total Current Liabilities			74,519				89,589				107,276
Long-Term Debt			400,000				400,000				400,000
Long-Term Liabilities			88,521				87,690				84,342
Deferred Income Taxes			116,648				110,563				117,542
Stockholders’ Equity –
Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued			—				—				—
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 43,544,038, 44,034,925 and 43,430,297 Shares, respectively.			435				440				434
Capital in Excess of Par Value			6,576				—				—
Accumulated Other Comprehensive Losses			(1,368	)			(850	)			(1,368	)
Retained Earnings			419,595				435,134				406,621
Total Stockholders’ Equity			425,238				434,724				405,687
		$	1,104,926			$	1,122,566			$	1,114,847

 

*	From audited financial statements.