<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
SEPTEMBER 30, 1996
Commission File Number 1-12984
[COMPANY LOGO]
CENTEX CONSTRUCTION PRODUCTS, INC.
A Delaware Corporation
IRS Employer Identification No. 75-2520779
3710 Rawlins, Suite 1600
Dallas, Texas 75219
(214) 559-6500
The registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.
- --------------------------------------------------------------------------------
As of the close of business on November 12, 1996, 22,012,814 shares of Centex
Construction Products, Inc. common stock were outstanding.
- --------------------------------------------------------------------------------
<PAGE> 2
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
FORM 10-Q TABLE OF CONTENTS
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. Consolidated Financial Statements 1
Consolidated Statement of Earnings
for the Three Months Ended
September 30, 1996 2
Consolidated Statement of Earnings
for the Six Months Ended
September 30, 1996 3
Consolidated Balance Sheets 4
Consolidated Statement of Cash Flows
for the Six Months Ended
September 30, 1996 5
Notes to Consolidated Financial
Statements 6
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 7-10
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11-12
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
<PAGE> 3
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
ITEM 1.
The condensed consolidated financial statements include the accounts of Centex
Construction Products, Inc. and subsidiaries ("CXP" or the "Company"), and have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Registrant's latest Annual Report on Form 10-K. In the opinion
of the Company, all adjustments necessary to present fairly the information in
the following condensed 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.
1
<PAGE> 4
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED September 30,
-----------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES
Cement ...................................... $ 39,939 $ 40,884
Wallboard ................................... 16,614 14,331
Concrete/Aggregates ......................... 10,027 11,839
Other, net .................................. 229 577
Less Intersegment Sales ..................... (1,271) (1,148)
------------ ------------
65,538 66,483
------------ ------------
COSTS AND EXPENSES
Cement ...................................... 25,780 28,646
Wallboard ................................... 11,963 12,150
Concrete/Aggregates ......................... 8,608 9,737
Less Intersegment Purchases ................. (1,271) (1,148)
Corporate General & Administrative .......... 667 633
Interest (Income) Expense, net .............. (261) 286
------------ ------------
45,486 50,304
------------ ------------
EARNINGS BEFORE INCOME TAXES ................. 20,052 16,179
Income Taxes ................................ 7,038 5,679
------------ ------------
NET EARNINGS ................................. $ 13,014 $ 10,500
============ ============
EARNINGS PER SHARE ........................... $ 0.59 $ 0.46
============ ============
AVERAGE SHARES OUTSTANDING ................... 22,087,504 22,968,032
============ ============
CASH DIVIDENDS PER SHARE ..................... $ 0.05 $ -0-
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED September 30,
-----------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES
Cement ...................................... $ 76,616 $ 71,999
Wallboard ................................... 31,703 28,964
Concrete/Aggregates ......................... 20,166 21,295
Other, net .................................. 730 1,430
Less Intersegment Sales ..................... (2,619) (2,101)
------------ ------------
126,596 121,587
------------ ------------
COSTS AND EXPENSES
Cement ...................................... 52,404 51,883
Wallboard ................................... 23,623 23,408
Concrete/Aggregates ......................... 16,997 18,122
Less Intersegment Purchases ................. (2,619) (2,101)
Corporate General & Administrative .......... 1,365 1,261
Interest (Income) Expense, net .............. (424) 771
------------ ------------
91,346 93,344
------------ ------------
EARNINGS BEFORE INCOME TAXES ................. 35,250 28,243
Income Taxes ................................ 12,373 9,913
------------ ------------
NET EARNINGS ................................. $ 22,877 $ 18,330
============ ============
EARNINGS PER SHARE ........................... $ 1.03 $ 0.80
============ ============
AVERAGE SHARES OUTSTANDING ................... 22,305,339 22,963,940
============ ============
CASH DIVIDENDS PER SHARE ..................... $ 0.10 $ -0-
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
ASSETS 1996 1996
- ------ ------------- ---------
(Unaudited) (*)
<S> <C> <C>
Current Assets
Cash and Cash Equivalents ....................... $ 35,622 $ 20,799
Accounts and Notes Receivable, net .............. 40,705 33,532
Inventories ..................................... 24,918 29,691
--------- ---------
Total Current Assets ............................ 101,245 84,022
--------- ---------
Property, Plant and Equipment .................... 310,186 308,600
Less Accumulated Depreciation ................... (134,357) (128,419)
--------- ---------
Property, Plant & Equipment, net ................ 175,829 180,181
Notes Receivable, net ............................ 1,306 1,395
Other Assets ..................................... 4,656 3,977
--------- ---------
$ 283,036 $ 269,575
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Accounts Payable ................................ $ 17,892 $ 15,020
Accrued Liabilities ............................. 24,484 23,029
Current Portion of Long-term Debt ............... 80 80
Income Taxes Payable ............................ 2,887 --
--------- ---------
Total Current Liabilities ....................... 45,343 38,129
--------- ---------
Long-term Debt ................................... 640 640
Deferred Income Taxes ............................ 13,918 14,344
Stockholders' Equity
Common Stock, Par Value $0.01;
Authorized 50,000,000 Shares;
Issued and Outstanding 22,011,914 and
22,959,804 Shares, respectively ................. 220 230
Capital in Excess of Par Value .................. 147,634 161,617
Retained Earnings ............................... 75,281 54,615
--------- ---------
Total Stockholders' Equity ....................... 223,135 216,462
--------- ---------
$ 283,036 $ 269,575
========= =========
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
4
<PAGE> 7
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED September 30,
------------------------
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings .................................. $ 22,877 $ 18,330
Adjustments to Reconcile Net Earnings
to Net Cash Provided by Operating
Activities -
Depreciation, Depletion and
Amortization ............................... 6,710 7,207
Deferred Income Tax
Provision .................................. (426) (196)
Increase in Accounts and Notes
Receivable .................................. (7,083) (9,139)
Decrease in Inventories ....................... 4,773 6,708
Increase in Accounts Payable and
Accrued Liabilities ......................... 4,327 4,195
Decrease in Other, net ........................ (734) (380)
Increase in Income Taxes Payable .............. 2,887 4,043
-------- --------
33,331 30,768
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Property, Plant and Equipment Additions, net... (2,254) (8,334)
-------- --------
(2,254) (8,334)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid ................................ (2,261) --
Retirement of Common Stock .................... (14,527) --
Proceeds from Stock Option Exercises .......... 534 178
Decrease in Long-term Debt .................... -- (12,000)
-------- --------
(16,254) (11,822)
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ...... 14,823 10,612
CASH AT BEGINNING OF PERIOD .................... 20,799 2,475
-------- --------
CASH AT END OF PERIOD .......................... $ 35,622 $ 13,087
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 8
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(unaudited)
(A) A summary of changes in stockholders' equity is presented below.
<TABLE>
<CAPTION>
Capital in
Common Excess of Retained
Stock Par Value Earnings Total
--------- ---------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C> <C>
Balance, March 31, 1995 $ 230 $ 161,355 $ 21,820 $ 183,405
Net Earnings -- -- 33,944 33,944
Stock Option Exercises -- 262 -- 262
Cash Dividends -- -- (1,149) (1,149)
--------- --------- --------- ---------
Balance, March 31, 1996 230 161,617 54,615 216,462
Net Earnings -- -- 22,877 22,877
Stock Option Exercises -- 534 -- 534
Cash Dividends -- -- (2,211) (2,211)
Retirement of Common Stock (10) (14,517) -- (14,527)
--------- --------- --------- ---------
BALANCE SEPTEMBER 30, 1996 $ 220 $ 147,634 $ 75,281 $ 223,135
========= ========= ========= =========
</TABLE>
(B) Impact of New Accounting Pronouncements.
During the June 30, 1996 quarter, the Company adopted Financial
Accounting Standards Board (FASB) Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
(SFAS No. 121). SFAS No. 121 requires that certain long-lived assets and
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. There was no material effect on the Company's financial statements
from the Company's adoption of SFAS No. 121.
6
<PAGE> 9
CENTEX CONSTRUCTION PRODUCTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Centex Construction Product's revenues for the second quarter of
fiscal 1997 totaled $65,538,000, compared to revenues of $66,483,000 for the
same quarter last year. CXP's net earnings for the quarter ended September 30,
1996 were a record $13,014,000, a 24% increase from $10,500,000 for the same
quarter last year. Earnings per share for this year's quarter were $0.59 versus
$0.46 for the same quarter in fiscal 1996. The quarter's record net earnings
resulted primarily from price increases in all of CXP's business segments. For
the six months ended September 30, 1996 CXP's revenues were $126,596,000, up 4%
from $121,587,000 for the same period last year. Net earnings for the current
six months were a record $22,877,000, compared to $18,330,000 for the same
period last year. Earnings per share for the six months this year were $1.03,
an increase of 28% from $0.80 per share for the same period last year. For both
the quarter and the six months, earnings per share increased a higher
percentage than net earnings due to fewer average shares outstanding in the
current periods. Strong construction activity continues to impact demand and
pricing for cement and gypsum wallboard. CXP's regional markets are currently
experiencing economic growth above the national average.
The following table compares sales volumes, average unit sales prices
and unit operating margins for the Company's operations:
<TABLE>
<CAPTION>
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
------------------- ----------------- --------------- ---------------
Quarter Ended Sept.30, 1996 1995 1996 1995 1996 1995 1996 1995
- ---------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales Volume (M) 619 668 173 164 159 164 607 1,025
Average Net Sales Price $64.48 $61.24 $95.84 $87.40 $47.23 $46.27 $ 4.18 $ 4.12
Operating Margin $22.86 $18.33 $26.83 $13.30 $ 7.14 $ 8.94 $ 0.47 $ 0.61
</TABLE>
<TABLE>
<CAPTION>
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
------------------- ---------------- --------------- ----------------
Six Months Ended Sept. 30, 1996 1995 1996 1995 1996 1995 1996 1995
- -------------------------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales Volume (M) 1,202 1,188 346 322 336 304 1,074 1,817
Average Net Sales Price $63.74 $60.61 $91.61 $89.95 $46.59 $45.71 $ 4.21 $ 4.06
Operating Margin $20.14 $16.93 $23.35 $17.25 $ 7.41 $ 7.78 $ 0.63 $ 0.44
</TABLE>
Cement revenues for the current quarter were $39,939,000, down 2% from
$40,884,000 for the same quarter in the prior year. Operating earnings were
$14,159,000, a 16% increase from $12,238,000 for the same quarter last year.
Higher operating margins resulting from increased sales prices in all of the
Company's markets along with a 3% decrease in production costs, partially
offset by the impact from a 7% decline in sales volume, generated the quarterly
net earnings gain. Sales volume of 619,000 tons for the current quarter was
down 49,000 tons from prior year's quarter due
7
<PAGE> 10
to a shifting of sales volume into last year's second quarter from last year's
first quarter due to inclement weather in the west coast and Rocky Mountain
markets. All facilities again operated at capacity and ended the quarter with
historically low inventories of clinker and cement. For the six month period
cement revenues were $76,616,000, a 6% increase over $71,999,000 for the same
period last year. Operating earnings from cement were $24,212,000 for the six
months, a 20% increase from $20,116,000 for the same period in the prior year.
Cement operating earnings increased due to slightly higher sales volume and
increased sales prices in all of CXP's markets.
Revenues from gypsum wallboard were $16,614,000 for the quarter this
year, a 16% increase from revenues of $14,331,000 for the same quarter in the
prior fiscal year. Operating earnings for the quarter were $4,651,000, a 113%
increase from $2,181,000 for the same period last year. Increased sales volume
and improved margins resulted in the net gain for the quarter. Higher operating
efficiencies at the Bernalillo plant allowed increased sales volume. Average
sales prices for the current quarter of $95.84 per MSF exceeded prior year's
second quarter sales prices by 10%. A second price increase late in this fiscal
year's quarter resulted in average net pricing of approximately $100.00 per MSF
at quarter end. Strong single-family housing construction coupled with
increased commercial and reconstruction demand resulted in record industry
consumption for the first nine months of 1996. The prospects for higher pricing
is strong. Production cost declined from prior year's cost due to decreased
paper cost in spite of higher operating costs at the Albuquerque plant. Gypsum
wallboard had revenues of $31,703,000 for the first six months of this fiscal
year, 9% higher than the $28,964,000 for the same period in fiscal 1996.
Wallboard operating earnings for the six months were $8,080,000, an improvement
of 45% from the $5,556,000 earnings for the same period last year. The net
earnings gain over prior year resulted from increased sales volume and improved
operating margins. Operating margins for the six months increased over prior
year's comparable period due to higher sales prices along with a 6% decrease in
production costs.
Current quarter revenues from concrete/aggregates totaled $10,027,000,
a 15% decrease from $11,839,000 for the prior year's quarter. Operating
earnings from concrete/aggregates were $1,419,000 for the quarter this year, a
32% decline from $2,102,000 for the same quarter a year ago. Concrete earnings
decreased 23% from prior year's quarter due to reduced sales volume and
increased production costs being partially offset by higher sales prices.
Aggregates earnings for the quarter decreased 55% from prior year's quarter due
to increased cost of sales and lower sales volume. Aggregates sales volume
declined 418,000 tons due to the timing of the sale of highway construction
aggregate's in the Texas and northern California markets and the sale of CXP's
north Texas sand and gravel operation in last fiscal year's third quarter. For
the six months, concrete/aggregates revenues were $20,166,000 this year,
compared to $21,295,000 for the same period last year. Operating earnings were
$3,169,000 for the six months this year versus $3,173,000 for the same period
last year. Concrete margins declined due to higher sales prices being offset by
increased materials and production costs. Aggregates margins increased due to
higher net sales prices and lower production costs. Aggregates sales volume of
1,074,000 tons for the first six months of this fiscal year was 41% below the
prior year's six month total of 1,817,000 tons due to decreased highway
construction aggregates sales in both the Austin, Texas and northern California
markets and the sale of the north Texas sand and gravel operation in last
fiscal year's third quarter.
Other income of $229,000 for the quarter decreased $348,000 from prior
year's quarter. Other income includes clinker sales, non-inventoried aggregates
sales, trucking income, asset sales and other miscellaneous items.
8
<PAGE> 11
Net interest income for this year's quarter was $261,000 compared to
last year's quarter interest expense of $286,000. Debt outstanding at September
30, 1996 was $720,000 compared to $12.5 million at September 30, 1995. Cash
balance at September 30, 1996 was $35.6 million, up $14.8 million from $20.8
million at March 31, 1996.
STOCK REPURCHASE PROGRAM
The Company's Board of Directors has approved the repurchase of up to
two million shares of the Company's common stock. The Company repurchased on
the open market and from Centex Corporation a total of 40,196 shares in fiscal
year 1995, but none in fiscal year 1996. During the six months ending September
30, 1996, CXP repurchased 1,008,100 shares of its common shares from the
public. The share repurchases increased Centex Corporation's ownership interest
from 49% to 51.1% at September 30, 1996.
FINANCIAL CONDITION
The Company has a $35 million unsecured revolving credit facility
expiring on March 31, 2001 to finance its working capital and capital
expenditures requirements. Based on its financial condition and a relatively
debt free balance sheet at September 30, 1996, CXP believes that its internally
generated cash flow coupled with funds available under the credit facility will
enable CXP to provide adequately for its current operations and future growth.
Working capital at September 30, 1996 was $55.9 million, up $10.0
million from March 31, 1996. Stock repurchases during the six months ended
September 30, 1996 amounted to $14.5 million. Capital spending of $2.3 million
for the first six months of fiscal 1997 was down from the prior year's first
six months due to last year's recommissioning of the second kiln at the Laramie
plant.
OUTLOOK
The Company's positive financial results during the first six months
of fiscal 1997 reflect continued strength in demand and pricing for its Cement
and Gypsum Wallboard products. Assuming no significant change in overall
economic climate, Cement and Gypsum Wallboard demand should remain robust
during the remainder of fiscal 1997. As a result, the Company should post its
third consecutive record financial performance. At September 30, 1996 the
Company was relatively debt free and well positioned to take advantage of
potential growth opportunities.
FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe
9
<PAGE> 12
harbor for forward-looking statements. In order to comply with the terms of the
safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include the following: general economic conditions, interest rates, decline in
or growth of the home building and other construction industries, public
infrastructure expenditures, competition, and the availability of raw
materials. These and other factors are described in the Annual Report on Form
10-K for Centex Construction Products, Inc. for the fiscal year ended March 31,
1996. The report is filed with the Securities and Exchange Commission.
10
<PAGE> 13
CENTEX CONSTRUCTION PRODUCTS, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company's Western Aggregates, Inc. subsidiary ("WAI") has received
notices of possible claims against WAI in a title dispute relating to WAI's
leasehold interest under a 99-year mineral lease on the aggregates in 10,000
acres of property north of Sacramento, California commonly known as the Yuba
Goldfields. WAI is currently negotiating with the State Lands Commission of the
State of California to resolve title problems in the Yuba Goldfields involving
the historic and current riverbeds of the Yuba River. Additionally, the Company
has received preliminary indications that the U.S. Bureau of Land Management
and U.S. Army Corps of Engineers will assert claims to property interests
affecting the aggregates in approximately 3,500 acres in the Yuba Goldfields.
The United States has also indicated that it may have certain other property
interests in an additional 1,300 acres in the Yuba Goldfields that may affect
WAI's ability to mine aggregates from this property and WAI has requested
further clarification from the United States regarding the effect of these
other property interests. WAI has also been involved in negotiations with the
United States in an attempt to negotiate a land exchange in an effort to
resolve the federal claims to lands within the Yuba Goldfields.
WAI notified its lessor, Yuba WestGold, Inc. ("Yuba"), and the
lessor's successor-in-interest, Western Water Company ("Western Water"), of
WAI's claims against both parties for title defects in the Yuba Goldfields.
Yuba filed for protection under Chapter 11 of the United States Bankruptcy Code
in September 1992, and subsequent to the April 1994 confirmation of Yuba's plan
of reorganization, WAI received payments in cash from Yuba's bankruptcy estate
amounting to approximately $1.05 million in satisfaction of the claims filed by
WAI in such bankruptcy proceeding. In April 1994, WAI completed a transaction
with Western Water to settle WAI's claims that Western Water breached its
obligations to cure the Yuba Goldfields title defects. As a part of the
settlement, Western Water released WAI from its obligation under the mineral
lease to pay annual production royalties to Western Water for the remainder of
the lease term.
At the time WAI entered into its mineral lease in 1987, WAI obtained a
$5.525 million policy of title insurance from Western Title Insurance Company
to insure a significant majority of its leasehold estate in the Yuba
Goldfields. WAI notified Western Title Insurance Company's successor, Fidelity
National Title Insurance Company of California ("Fidelity"), of possible
insured claims of the United States to lands within the Yuba Goldfields and
made demands upon Fidelity to take action to cure the title claims of the
United States that encumbered WAI's leasehold estate. Because WAI believes that
Fidelity breached its obligation under the title policy and acted in bad faith,
in October 1996, WAI filed a civil action against Fidelity in Superior Court in
Orange County, California seeking compensatory and punitive damages. Although
management cannot predict the outcome of this action, it intends to pursue its
rights and remedies vigorously.
In summary, although both the state and federal governments assert
certain claims to portions of the Yuba Goldfields, the majority of the losses
are covered by title insurance, and unless WAI's current mining plan changes,
the portion of WAI's mineral lease which is not in dispute contains
11
<PAGE> 14
sufficient estimated reserves to meet WAI's current mining requirements for
aggregates for a period of more than 100 years.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 18, 1996, CXP held its Annual Meeting of Stockholders. At the
Annual Meeting, Robert L. Clarke, O. G. Dagnan, Laurence E. Hirsch, David W.
Quinn, and Harold K. Work were elected as directors to serve until the next
Annual Meeting of Stockholders. Voting results for these nominees are
summarized as follows:
<TABLE>
<CAPTION>
Number of Shares
----------------------
Name For Withheld
---- ---------- --------
<S> <C> <C>
Robert L. Clarke 20,878,958 11,518
O. G. Dagnan 20,878,958 11,518
Laurence E. Hirsch 20,878,958 11,518
David W. Quinn 20,878,958 11,518
Harold K. Work 20,878,958 11,518
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the quarter
ended September 30, 1996.
All other items required under Part II are omitted because they are not
applicable.
12
<PAGE> 15
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.
CENTEX CONSTRUCTION PRODUCTS, INC.
----------------------------------
Registrant
November 12, 1996 /s/ O.G. DAGNAN
----------------------------------------
O. G. Dagnan
President and Chief Executive Officer
(principal executive officer)
November 12, 1996 /s/ ARTHUR R. ZUNKER, JR.
----------------------------------------
Arthur R. Zunker, Jr.
Senior Vice President-Finance and Treasurer
(principal financial and
chief accounting officer)
13
<PAGE> 16
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
27 Financial Data Schedule
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CONSTRUCTION PRODUCTS, INC.'S SEPTEMBER 30, 1996, FORM 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 35,622
<SECURITIES> 0
<RECEIVABLES> 40,705
<ALLOWANCES> 0
<INVENTORY> 24,918
<CURRENT-ASSETS> 101,245
<PP&E> 310,186
<DEPRECIATION> 134,357
<TOTAL-ASSETS> 283,036
<CURRENT-LIABILITIES> 45,263
<BONDS> 720
0
0
<COMMON> 220
<OTHER-SE> 222,915
<TOTAL-LIABILITY-AND-EQUITY> 283,036
<SALES> 125,866
<TOTAL-REVENUES> 127,020
<CGS> 0
<TOTAL-COSTS> 90,405
<OTHER-EXPENSES> 1,365
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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<INCOME-TAX> 12,373
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</TABLE>
