<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, 1997
Commission File Number 1-12984
[COMPANY LOGO]
CENTEX CONSTRUCTION PRODUCTS, INC.
A Delaware Corporation
IRS Employer Identification No. 75-2520779
3710 Rawlins, Suite 1600 LB 78
Dallas, Texas 75219
(214) 559-6514
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 7, 1997, 22,184,201 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, 1997
<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, 1997 2
Consolidated Statement of Earnings
for the Six Months Ended
September 30, 1997 3
Consolidated Balance Sheets 4
Consolidated Statement of Cash Flows
for the Six Months Ended
September 30, 1997 5
Notes to Unaudited Consolidated
Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 8-11
PART II. OTHER INFORMATION
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 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, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these unaudited 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 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.
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,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
REVENUES
Cement ................................. $ 43,826 $ 39,939
Gypsum Wallboard ....................... 28,962 16,614
Concrete/Aggregates .................... 11,643 10,027
Other, net ............................. 523 229
Less Intersegment Sales ................ (1,542) (1,271)
------------ ------------
83,412 65,538
------------ ------------
COSTS AND EXPENSES
Cement ................................. 26,590 25,780
Gypsum Wallboard ....................... 20,048 11,963
Concrete/Aggregates .................... 10,064 8,608
Less Intersegment Purchases ............ (1,542) (1,271)
Corporate General & Administrative ..... 899 667
Interest Income, net ................... (352) (261)
------------ ------------
55,707 45,486
------------ ------------
EARNINGS BEFORE INCOME TAXES 27,705 20,052
Income Taxes ........................... 9,935 7,038
------------ ------------
NET EARNINGS $ 17,770 $ 13,014
============ ============
EARNINGS PER SHARE $ 0.80 $ 0.59
============ ============
AVERAGE SHARES OUTSTANDING 22,201,859 22,087,504
============ ============
CASH DIVIDENDS PER SHARE $ 0.05 $ 0.05
============ ============
</TABLE>
See notes to unaudited 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,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
REVENUES
Cement ................................. $ 82,237 $ 76,616
Gypsum Wallboard ....................... 58,822 31,703
Concrete/Aggregates .................... 21,885 20,166
Other, net ............................. 1,248 730
Less Intersegment Sales ................ (2,826) (2,619)
------------ ------------
161,366 126,596
------------ ------------
COSTS AND EXPENSES
Cement ................................. 53,142 52,404
Gypsum Wallboard ....................... 39,487 23,623
Concrete/Aggregates .................... 19,020 16,997
Less Intersegment Purchases ............ (2,826) (2,619)
Corporate General & Administrative ..... 1,836 1,365
Interest Income, net ................... (404) (424)
------------ ------------
110,255 91,346
------------ ------------
EARNINGS BEFORE INCOME TAXES 51,111 35,250
Income Taxes ........................... 18,244 12,373
------------ ------------
NET EARNINGS $ 32,867 $ 22,877
============ ============
EARNINGS PER SHARE $ 1.48 $ 1.03
============ ============
AVERAGE SHARES OUTSTANDING 22,179,181 22,305,339
============ ============
CASH DIVIDENDS PER SHARE $ 0.10 $ 0.10
============ ============
</TABLE>
See notes to unaudited 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 1997 1997
------------- ---------
(Unaudited) (*)
<S> <C> <C>
Current Assets
Cash and Cash Equivalents ........................ $ 44,775 $ 4,812
Accounts and Notes Receivable, net ............... 47,219 38,700
Inventories ...................................... 25,704 31,482
--------- ---------
Total Current Assets ........................... 117,698 74,994
--------- ---------
Property, Plant and Equipment ....................... 367,825 363,409
Less Accumulated Depreciation ................... (146,676) (139,033)
--------- ---------
Property, Plant & Equipment, net ............... 221,149 224,376
Notes Receivable, net ............................... 1,230 1,407
Other Assets ........................................ 5,195 4,860
--------- ---------
$ 345,272 $ 305,637
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable.................................. $ 18,436 $ 16,472
Accrued Liabilities .............................. 31,357 28,254
Notes Payable .................................... -- 2,000
Current Portion of Long-term Debt ................ 80 80
Income Taxes Payable ............................. 4,614 --
--------- ---------
Total Current Liabilities ...................... 54,487 46,806
--------- ---------
Long-term Debt ...................................... 560 560
Deferred Income Taxes ............................... 19,051 18,835
Stockholders' Equity
Common Stock, Par Value $0.01;
Authorized 50,000,000 Shares;
Issued and Outstanding 22,073,651 and
21,983,814 Shares, respectively ............ 221 220
Capital in Excess of Par Value ................... 148,285 147,212
Retained Earnings ................................ 122,668 92,004
--------- ---------
Total Stockholders' Equity .......................... 271,174 239,436
--------- ---------
$ 345,272 $ 305,637
========= =========
</TABLE>
* Condensed from audited financial statements.
See notes to unaudited 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,
---------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings..................................... $32,867 $ 22,877
Adjustments to Reconcile Net Earnings
to Net Cash Provided by Operating
Activities -
Depreciation, Depletion and
Amortization .......................... 8,024 6,710
Deferred Income Tax
Provision (Benefit) ................... 216 (426)
Increase in Accounts and Notes
Receivable ................................... (8,342) (7,083)
Decrease in Inventories ......................... 5,778 4,773
Increase in Accounts Payable and
Accrued Liabilities .......................... 5,063 4,327
Increase in Other, net .......................... (244) (734)
Increase in Income Taxes Payable ................ 4,614 2,887
------- --------
47,976 33,331
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Property, Plant and Equipment
Additions, net ............................... (4,888) (2,254)
------- --------
(4,888) (2,254)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends Paid To Stockholders .................. (2,199) (2,261)
Retirement of Common Stock ...................... (3,161) (14,527)
Proceeds from Stock Option Exercises ............ 4,235 534
Decrease in Notes Payable ....................... (2,000) --
------- --------
(3,125) (16,254)
------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS ..................................... 39,963 14,823
CASH AT BEGINNING OF PERIOD ....................... 4,812 20,799
------- --------
CASH AT END OF PERIOD.............................. $44,775 $ 35,622
======= ========
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE> 8
CENTEX CONSTRUCTION PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(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, 1996 $ 230 $ 161,617 $ 54,615 $216,462
Net Earnings -- -- 41,799 41,799
Stock Option Exercises -- 561 -- 561
Dividends To Stockholders -- -- (4,410) (4,410)
Retirement of Common Stock (10) (14,966) -- (14,976)
----- --------- -------- --------
Balance March 31, 1997 220 147,212 92,004 239,436
Net Earnings -- -- 32,867 32,867
Stock Option Exercises 1 4,234 -- 4,235
Dividends To Stockholders -- -- (2,203) (2,203)
Retirement of Common Stock -- (3,161) -- (3,161)
----- --------- -------- --------
BALANCE SEPTEMBER 30, 1997 $ 221 $ 148,285 $122,668 $271,174
===== ========= ======== ========
</TABLE>
(B) Impact of New Accounting Pronouncements.
In March 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS
No. 128). This statement establishes new standards for computing and presenting
earnings per share (EPS). SFAS No. 128 replaces the presentation of primary EPS
previously prescribed by Accounting Principles Board Opinion No. 15 (APB No. 15)
with a presentation of basic EPS which is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding for the period.
6
<PAGE> 9
SFAS No. 128 also requires dual presentation of basic and diluted EPS.
Diluted EPS is computed similarly to fully diluted EPS pursuant to APB No. 15.
Proforma basic and diluted EPS for the three and six months ended September 30,
1997 and 1996, assuming that SFAS No. 128 was effective as of the beginning of
the year are presented below.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30 September 30
------------------- -------------------
1997 1996 1997 1996
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Earnings per common share:
Basic $ 0.81 $ 0.59 $ 1.49 $ 1.03
Diluted $ 0.81 $ 0.59 $ 1.49 $ 1.03
</TABLE>
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", which requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as other
financial statements. This statement is effective for periods beginning after
December 15, 1997. The Company does not expect adoption of the statement to have
a material effect on the presentation of its financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information", (SFAS No. 131) which changes the way
public companies report information about segments. SFAS No. 131, which is based
on the management approach to segment reporting, requires companies to
selectively report quarterly segment information and entity-wide disclosures
about products and services, major customers, and the material countries in
which the entity holds assets and reports revenues. This statement is effective
for financial statements for periods beginning after December 15, 1997. The
Company does not expect adoption of the statement to have a material effect on
the presentation of its financial statements.
7
<PAGE> 10
CENTEX CONSTRUCTION PRODUCTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Centex Construction Products reported the highest quarterly results in the
Company's history for the quarter ended September 30, 1997, the second quarter
of fiscal 1998. Revenues for the second quarter of fiscal 1998 totaled
$83,412,000, compared to revenues of $64,538,000 for the same quarter last year.
CXP's net earnings for the quarter ended September 30, 1997 were a record
$17,770,000, a 37% increase from $13,014,000 for the same quarter last year.
Earnings per share for this year's quarter were a historical high of $0.80 per
share, up 36% from $0.59 for the same quarter in fiscal 1997. The quarter's
record net earnings resulted primarily from sales volume and net sales price
increases in the cement and gypsum wallboard segments. For the six months ended
September 30, 1997 CXP's revenues were $161,316,000, up 27% from $126,596,000
for the same period last year. Net earnings for the current six months were an
all time high $32,867,000, 44% greater than $22,877,000 for the same period last
year. Earnings per share for the six months this year were $1.48, an increase of
44% from $1.03 per share for the same period last year. Strong construction
activity continues to impact demand and pricing for cement and gypsum wallboard.
The following table compares sales volume, average unit sales prices and
unit operating margins for the Company's operations:
<TABLE>
<CAPTION>
Gypsum
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
----------------- ----------------- ----------------- ---------------
Three Months Ended Sept. 30, 1997 1996 1997 1996 1997 1996 1997 1996
---------------------------- -------- -------- -------- -------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales Volume (M) 663 619 268 173 188 159 681 607
Average Net Sales Price $66.08 $64.48 $107.93 $95.84 $47.36 $47.23 $4.03 $ 4.18
Operating Margin $25.99 $22.86 $ 33.22 $26.83 $ 7.24 $ 7.14 $0.32 $ 0.47
</TABLE>
<TABLE>
<CAPTION>
Gypsum
Cement Wallboard Concrete Aggregates
(Ton) (MSF) (Cubic Yard) (Ton)
----------------- ----------------- ----------------- ---------------
Six Months Ended Sept. 30, 1997 1996 1997 1996 1997 1996 1997 1996
-------------------------- -------- -------- -------- -------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales Volume (M) 1,258 1,202 544 346 344 336 1,420 1,074
Average Net Sales Price $ 65.37 $ 63.74 $108.23 $ 91.61 $ 47.33 $ 46.59 $ 3.95 $ 4.21
Operating Margin $ 23.13 $ 20.14 $ 35.57 $ 23.35 $ 6.68 $ 7.41 $ 0.40 $ 0.63
</TABLE>
Cement revenues for the current quarter were $43,826,000, up 10% from
$39,939,000 for the same quarter in the prior year. Operating earnings were
$17,236,000, a 22% increase from $14,159,000 for the same quarter last year.
Higher operating margins and increased sales volume resulted in the quarterly
earnings gain. Sales volume of 663,000 tons for the current quarter was up
44,000 tons from prior year's quarter mainly due to strong sales in the Texas
market. U.S. cement consumption through July 1997 was 5% ahead of last year's
record consumption rate. All of CXP's facilities again operated at capacity and
ended the quarter with minimal inventories of clinker (an
8
<PAGE> 11
intermediate cement product) and cement. Average net sales price of $66.08/ton
was 2 1/2% greater than prior year's quarter. Net sales prices in all markets
were ahead of prior year's quarter sales prices. Cost of sales declined 4% due
to a combination of lower manufacturing cost and replacing 39,000 tons of
purchased cement sales last year with manufactured cement sales this year. For
the six month period cement revenues were $82,237,000, a 7% increase over
$76,616,000 for the same period last year. Operating earnings from cement were
$29,095,000 for the six months, a 20% increase from $24,212,000 for the same
period in the prior year. The cement operating earnings gain resulted from 5%
higher sales volume and improved operating margins.
Revenues from gypsum wallboard were $28,962,000 for the quarter this year,
a 74% increase over revenues of $16,614,000 for the same quarter in the prior
fiscal year. Operating earnings for the quarter were $8,914,000, up 92% from
$4,651,000 for the same period last year. Increased sales volume and improved
margins resulted in the earnings gain for the quarter. Sales volume increased
55% to 268 million square feet primarily from sales at the Eagle Gypsum plant
acquired in the fourth quarter of last fiscal year. Average sales prices for the
current quarter of $107.93 per thousand square feet ("MSF") exceeded prior
year's second quarter sales prices by 13%. Strong single-family housing
construction coupled with increased commercial and reconstruction activity has
resulted in record industry consumption for the first nine months of calendar
1997. Average production cost increased 8% over prior year's cost due to the
addition of higher costing Eagle production volume this year. Gypsum wallboard
had revenues of $ 58,822,000 for the first six months of this fiscal year, 86%
higher than the $31,703,000 for the same period in fiscal 1997. Wallboard
operating earnings for the six months were $19,335,000, an improvement of 139%
from the $8,080,000 earnings for the same period last year. The earnings gain
over prior year resulted from increased sales volume (primarily due to the Eagle
acquisition) and higher operating margins. Operating margins for the six months
improved over prior year's comparable period due to higher sales prices
partially offset by increased average production costs. Production cost
increased 6% due to the higher cost Eagle production volume this year.
Current quarter revenues from concrete/aggregates totaled $11,643,000, a
16% increase from $10,027,000 for the prior year's quarter. Operating earnings
from concrete/aggregates were $1,579,000 for the quarter this year, an 11%
increase over $1,419,000 for the same quarter a year ago. Concrete earnings
increased 20% from prior year's quarter due to higher sales volume and a slight
improvement in operating margins. The 18% gain in sales volume resulted from the
commencement of a large contract job and increased commercial activity in the
Texas market. Aggregates earnings for the quarter decreased 23% from prior
year's quarter primarily due to lower sales prices. A $0.15/ton reduction from
last year's $4.18/ton average sales price resulted from a greater percentage of
lower priced construction aggregates sales this year. Aggregates sales volume
increased 74,000 tons to 681,000 tons due to higher highway construction
aggregates sales in the Texas and northern California markets. For the six
months, concrete/aggregates revenues were $21,885,000 this year, compared to
$20,166,000 for the same period last year. Operating earnings were $2,865,000
for the six months this year, down 10% from $3,169,000 for the same period last
year. Concrete earnings declined 8% due to higher sales prices being offset by
increased materials and production costs. Despite a 346,000 ton increase in
sales volume, aggregates earnings decreased 16% due to lower net sales prices.
Sales volume of 1,420,000 tons for the first six months of this fiscal year was
32% above the prior year's six month total of 1,074,000 tons as a result of
increased highway construction aggregates sales in both the Austin, Texas and
northern California markets. Also, higher construction aggregates sales volume
resulted in a $3.95/ton average net sales price,
9
<PAGE> 12
down 6% from last year's six-month period.
Other income of $523,000 for the quarter increased $294,000 over prior
year's quarter. Other income includes clinker sales income, non-inventoried
aggregates sales income, trucking income, asset sales, lease income, and other
miscellaneous income and cost items.
Net interest income for this year's quarter was $352,000 compared to last
year's quarter interest income of $261,000. Cash balance at September 30, 1997
was $44.8 million, up $40.0 million from $4.8 million at March 31, 1997. Cash
balance at September 30, 1996 was $35.6 million.
STOCK REPURCHASE PROGRAM
The Company's Board of Directors previously approved the repurchase of up
to two million shares of the Company's common stock. On July 17, 1997, CXP's
Board of Directors increased the share repurchase authorization by 1,000,000
shares from 2,000,000 to 3,000,000 shares, bringing the total number of shares
currently available for repurchases (after taking into account prior
repurchases) to approximately 1,763,000. As a result of 159,034 shares
repurchased since April 1, 1997 from the public, and recent purchases from the
public of CXP common stock by Centex Corporation, Centex Corporation now owns
approximately 54.2% of the outstanding shares of CXP common stock.
FINANCIAL CONDITION
The Company has a four-year $35 million unsecured revolving credit facility
and a short-term $10 million uncommitted unsecured line of credit to finance its
working capital and capital expenditures requirements. Based on its financial
condition and a virtually debt free balance sheet at September 30, 1997, CXP
believes that its internally generated cash flow coupled with funds available
under the credit facilities will enable CXP to provide adequately for its
current operations and future growth.
Working capital at September 30, 1997 was $63.2 million, up from $28.2
million at March 31, 1997. The increase resulted from $40.0 million in
additional cash, reduced by the net of $2.7 million increase in other current
assets and a $7.7 million increase in current liabilities. Stock repurchases
during the quarter and six months amounted to $1.7 million and $3.2 million,
respectively. Capital spending of $4.9 million for this six months was up $2.6
million from prior year's period. Cash payments for income taxes totaled $11.8
million and $9.7 million in the first six months of fiscal 1998 and 1997,
respectively.
In April and July 1997, the Company's Board of Directors declared a $0.05
per share dividend which was paid on July 16 and October 16, 1997 to
stockholders of record as of July 1 and October 2, 1997, respectively. Total
dividends paid during the three and six months ended September 30, 1997 were
approximately $1.1 million and $2.2 million, respectively.
10
<PAGE> 13
OUTLOOK
The Company's positive financial results during the first six months of
fiscal 1998 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 over the
remainder of fiscal 1998. As a result, the Company should post its fourth
consecutive year of record financial performance.
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 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, 1997. The report is filed with the Securities and Exchange
Commission. The Company undertakes no obligation to update publicly any
forward-looking statement as a result of new information, future events or other
factors.
11
<PAGE> 14
CENTEX CONSTRUCTION PRODUCTS, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 17, 1997, 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 20,806,997 148,831
O. G. Dagnan 20,807,797 148,031
Laurence E. Hirsch 20,807,497 148,331
David W. Quinn 20,806,997 148,831
Harold K. Work 20,807,187 148,631
</TABLE>
Additionally, the Company's stockholders approved the Centex Construction
Products, Inc. Amended and Restated Stock Option Plan. Voting results are
summarized as follows:
<TABLE>
<S> <C>
Shares FOR 18,364,918
Shares AGAINST 2,561,175
Shares ABSTAINED 7,288
</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, 1997
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 there unto duly authorized.
CENTEX CONSTRUCTION PRODUCTS, INC.
----------------------------------------
Registrant
November 7, 1997 /s/ O.G. Dagnan
-------------------------------------
O. G. Dagnan
President and Chief Executive Officer
November 7, 1997 /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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CENTEX
CONSTRUCTION PRODUCTS, INC.'S SEPTEMBER 30, 1997 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-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 44,775
<SECURITIES> 0
<RECEIVABLES> 47,219
<ALLOWANCES> 0
<INVENTORY> 25,704
<CURRENT-ASSETS> 117,698
<PP&E> 367,825
<DEPRECIATION> 146,676
<TOTAL-ASSETS> 345,272
<CURRENT-LIABILITIES> 54,407
<BONDS> 640
0
0
<COMMON> 221
<OTHER-SE> 270,953
<TOTAL-LIABILITY-AND-EQUITY> 345,272
<SALES> 160,118
<TOTAL-REVENUES> 161,770
<CGS> 0
<TOTAL-COSTS> 108,823
<OTHER-EXPENSES> 1,836
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 51,111
<INCOME-TAX> 18,244
<INCOME-CONTINUING> 32,867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,867
<EPS-PRIMARY> 1.48
<EPS-DILUTED> 0
</TABLE>
