Eagle Materials - 10-Q quarterly report FY

 

 

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
(Registrant’s 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):

Large accelerated filer þ                Accelerated filer o                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 January 31, 2007, the number of outstanding shares of common stock was:

 

 

Consolidated Statements of Earnings

(dollars in thousands, except per share data)
(unaudited)

Consolidated Balance Sheets

(dollars in thousands)

Consolidated Statements of Cash Flows

(unaudited — dollars in thousands)

     The accompanying unaudited consolidated financial statements as of and for the three and nine month periods ended December 31, 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 Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006 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.

     Certain prior period amounts have been reclassified to conform to the current year’s presentation.

     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.

     In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation requires that we recognize in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, and we will adopt FIN 48 as of April 1, 2007. We are currently evaluating the impact of this standard on our consolidated financial statements.

     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires employers to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other post-retirement benefit plans. SFAS No. 158 requires prospective application; thus, the recognition and disclosure requirements are effective for our fiscal year ending March 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for our fiscal year ending March 31, 2009. We are currently evaluating the impact of this standard on our financial condition and results of operations.

     The Company has notes receivable totaling $10,843 and $1,829 at December 31, 2006 and March 31, 2006, respectively. The current portion of the notes receivable is $2,278 and $1,829 at December 31, 2006 and March 31, 2006, respectively. The notes receivable at December 31, 2006 generally bear interest at the prime rate plus 0.5%, and are payable in quarterly installments of $225 thousand, with any unpaid amounts, plus accrued interest, due on October 17, 2011. The notes are collateralized by certain assets of the borrower, namely property and equipment.

     Share Based Payments. Effective April 1, 2005, the Company adopted SFAS 123R, “Share-Based Payment” (“SFAS 123R”) 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 to awards that 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 previously calculated for pro forma disclosure purposes under SFAS 123 “Accounting for Stock-Based Compensation.” Prior periods were not restated to reflect the impact of adopting the new standard.

     Options. During the nine month period ended December 31, 2006, the Company granted a target number of stock options to certain individuals that may be earned, in whole or in part, by meeting certain 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 per share, expected volatility of 30%, risk free interest rate of 4.93% and expected life of 9 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 and nine month periods ended December 31, 2006 we expensed approximately $1.2 million and $3.1 million, respectively, as compared to $0.2 million and $1.8 million for the three month and nine month periods ended December 31, 2005, respectively. At December 31, 2006, there was approximately $5.0 million of unrecognized compensation cost related to outstanding stock options which is expected to be recognized over a weighted-average period of 2.8 years.

     The following table represents stock option activity for the nine months ended December 31, 2006:

     The following table summarizes information about stock options outstanding at December 31, 2006:

     At December 31, 2006, the aggregate intrinsic value of options outstanding was approximately $43.4 million, and the aggregate intrinsic value of exercisable options was approximately $35.3 million. The total intrinsic value of options exercised during the nine month period ended December 31, 2006 was approximately $5.4 million.

     Restricted Stock Units. The Company granted a target level of restricted stock units (“RSU’s”) to employees during the three and nine month periods ended December 31, 2006. The ultimate number of RSU’s 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 performance criteria during the year. Any unearned shares at the end of fiscal 2007 will be forfeited. The value of the shares granted is generally being amortized over a three year period. Expense related to RSU’s was approximately $356,000 and $1,055,000 for the three and nine month periods ended December 31, 2006, respectively, as compared to $292,000 and $684,000 for the three and nine month periods ended December 31, 2005, respectively. At December 31, 2006 there was approximately $2.6 million of unearned compensation from RSU’s that will be recognized over a weighted-average period of 3.4 years.

     Shares available for future stock option and restricted stock unit grants under existing plans were 2,580,869 at December 31, 2006.

     We sponsor several defined benefit and defined contribution pension plans covering the majority of our employees. Benefits paid under the defined benefit plans covering certain hourly employees are based on years of service and the employee’s qualifying compensation over the last few years of employment.

     The following table shows the components of net periodic cost for our plans:

     A summary of changes in stockholders’ equity follows:

     The following is a summary of shares repurchased during the three and nine month periods ended December 31, 2006 and 2005, respectively:

     Cash payments made for interest were $11.4 million and $4.0 million for the nine months ended December 31, 2006 and 2005, respectively. Net payments made for federal and state income taxes during the nine months ended December 31, 2006 and 2005, were $75.4 million and $52.3 million, respectively.

     Comprehensive income for the three and nine month periods ended December 31, 2006 and 2005 was identical to net income for the same periods.

     As of December 31, 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.

     Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or market. Inventories consist of the following:

     The calculation of basic and diluted common shares outstanding is as follows:

     For the three and nine month periods ended December 31, 2006, 154,699 and 150,945 stock options, respectively, were excluded from the diluted earnings per share calculation, as their effect was anti-dilutive.

     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 Company’s 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 Company’s interest coverage ratio and consolidated funded indebtedness ratio. At December 31, 2006, the Company had $342.3 million of borrowings available under the Bank Credit Facility.

     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 Company’s subsidiaries, were sold at par and issued in three tranches on November 15, 2005, as follows:

     Interest for each tranche of Senior Notes is payable semi-annually on the 15^th day of May and the 15^th 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 Purchase 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.

     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, 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 cement plants, ten cement distribution terminals, four gypsum wallboard plants, four gypsum wallboard reload centers, a gypsum wallboard distribution center, a recycled paperboard mill, nine 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. 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 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.

     We account for intersegment sales at market prices. The following table sets forth certain financial information relating to our operations by segment:

     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:

     On January 19, 2007, the Company paid an additional $3.0 million in connection with its purchase of the 50% interest in Illinois Cement Company which it did not own. Based on the original purchase agreement, the Company is required pay an additional $3.0 million if Illinois Cement Company completed expansion prior to January 11, 2010. The $3.0 million paid will increase the amount of goodwill attributable to the Cement segment to $8,359.

     Combined summarized financial information for the Joint Venture operation for the three and nine month periods ended December 31, 2006 and 2005, that are not consolidated is set out below (this combined summarized financial information includes the total amounts for the Joint Venture and not the Company’s 50% interest in those amounts):

     The following components are included in interest expense, net:

     Interest income includes interest on investments of excess cash and interest on notes receivable. Components of interest expense include interest associated with bank borrowings, Senior Notes, the accounts receivable securitization facility 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 projects at Illinois Cement Company and American Gypsum Company. During the quarter ended December 31, 2006 the expansion project at Illinois Cement Company was completed, therefore no additional interest will be capitalized with respect to this project.

     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 December 31, 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:

     The Company is currently contingently liable for performance under $7.5 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 Company’s past experience, no material claims have been made against these financial instruments.

     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; 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.

     The Internal Revenue Service (“IRS”) is in the process of conducting an audit of the Company’s federal income tax returns for the fiscal years ended March 31, 2001, 2002 and 2003. Although the IRS has not yet proposed any adjustments to the Company’s tax returns, it has informally indicated it may propose adjustments to the depreciation deductions claimed by the Company with respect to the increased tax basis in strategic assets acquired by the Company from Republic Group LLC in November 2000. The Company has recognized tax benefits of approximately $44 million related to these assets for the periods under audit. The IRS has not indicated it has any other issues in the audit. The Company believes that it has a substantial basis for its tax positions and intends to contest any adjustments that may be proposed by the IRS.

     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 December 31, 2006 was 33.3%. As of December 31, 2006, the estimated overall tax rate for fiscal 2007 was 33.6%.

     Eagle Materials Inc. is a diversified producer of basic building materials and construction products used in residential, industrial, commercial and infrastructure construction. Information presented for the three and nine months ended December 31, 2006 and 2005, reflects the Company’s four businesses segments, consisting of Gypsum Wallboard, Cement, Recycled Paperboard and Concrete and Aggregates. Certain information for each of Concrete and Aggregates is broken out separately in the segment discussions.

     Our operations, depending on each business segment, range from local in nature to national businesses; therefore, we have operations in a variety of geographic markets, subjecting our businesses to the economic conditions in each such geographic market. General economic downturns or localized downturns in the regions where we have operations could have a material adverse effect on our business, financial condition and results of operations. Our Wallboard and Paperboard 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 even more regional 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 and regional markets, which may fluctuate more widely than the nation as a whole.

     Nationally, total construction spending remains strong; however, the severe slowdown in residential construction is causing downward pressure on sales prices and volumes. Total wallboard shipments declined 3% during calendar 2006 as compared to 2005, with the majority of the decline occurring in the last six months of the calendar year. This decline has caused industry shipments for the quarter ended December 31, 2006 to decline approximately 16% as compared to the same quarter in 2005. We expect continued declines in wallboard sales and production during calendar 2007, with average industry utilization expected to be in the low to mid 80% range. Cement demand remains strong nationally, with imported cement accounting for approximately 30% of the total cement shipments. This demand, coupled with the increase in price for purchased cement, continues to place upward pressure on the sales price of finished cement.

     Continued declines in the residential homebuilding sector, both nationally and in the regions where we have operations, or downturns in the non-residential construction industry, could have an adverse effect on our business, financial condition and results of operations for the fiscal year ending March 31, 2007 and future fiscal years.

     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 cement Joint Venture’s revenues and operating earnings, which is the way management organizes the segment within the Company for making operating decisions and assessing performance.

     The following tables lists by line of business the revenues and operating earnings discussed in our operating segments:

     Consolidated operating earnings increased 6% and 42% for the three and nine month periods ended December 31, 2006, respectively, as compared to the similar periods ended December 31, 2005. The primary reason for the increases was that all of our segments, with the exception of Recycled Paperboard, have been positively impacted by increased net sales prices during the three and nine month periods ended December 31, 2006 as compared to the similar periods in 2005. During the three month period ended December 31, 2006, the Company’s cement plant in Illinois was down for forty-five days as part of the completion of the plant expansion, resulting in a decline in cement operating earnings during the three month period. The increased sales prices experienced during the three and nine month periods ended December 31, 2006 have been partially offset by increased purchased cement costs and transportation, as well as declines in sales volumes for the Wallboard and Aggregates segments.

     Other income consists of a variety of items that are non-segment in nature and includes non-inventoried aggregates income, gypsum wallboard distribution center income, asset sales and other miscellaneous income and cost items. The increase in other income during the nine month period ended December 31, 2006 as compared to 2005 is due primarily to the receipt of anti-dumping duties received in September 2006.

     Corporate general and administrative expenses for the three months ended December 31, 2006 were $5.6 million compared to $3.8 million for the comparable prior year period and $15.0 million for the nine month period ended December 31, 2006 compared to $10.9 million for the prior year to date period. The increase is primarily the result of increased stock and incentive compensation expenses.

     Net interest expense was $1.0 million and $1.4 million for the three months ended December 31, 2006 and 2005, respectively, and $3.9 million and $4.2 million for the nine months ended December 31, 2006 and 2005, respectively. Decreases in interest expense are due primarily to the increase in interest income from increased cash levels, the capitalization of interest related to the expansion and modernization at Illinois Cement Company and the startup of construction on the greenfield wallboard plant in Georgetown, South Carolina, partially offset by increased interest expense from the increase in borrowings.

     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. The effective tax rate for the three months ended December 31, 2006 was 33.3%, less than the 33.6% effective rate for the nine months ended December 31, 2006. The increase in the overall rate as compared to the rate for the three months ended December 31, 2006 is due to the recording in the first quarter of fiscal 2007 of Texas margin tax in accordance with the new state law. As of December 31, 2006, the estimated overall tax rate for fiscal 2007 was 33.6%.

     Pre-tax earnings of $61.4 million were 4% above last year’s third quarter pre-tax earnings of $58.9 million. Net earnings of $40.9 million increased 5% from net earnings of $39.0 million for last fiscal year’s third quarter. Diluted earnings per share of $0.83 were 14% higher than the $0.73 for last year’s same quarter. Year-to-date net earnings of $166.1 million increased 42% from net earnings of $117.2 million for the comparable year ago period.