Walter Industries Announces Third Quarter Results

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     - Earnings of $0.43 Per Diluted Share Reported - - Company Incurred $13.9 Million in Pre-Tax Hurricane-Related Expenses -

    TAMPA, Fla., Oct. 26 - Walter Industries, Inc. (NYSE: WLT) today reported earnings of $0.43 per diluted share for the third quarter ended Sept. 30, 2005, compared with earnings of $0.42 per diluted share in the prior year's third quarter. Net income for the quarter totaled $20.2 million compared with $19.1 million in the third quarter last year.

    Results for the quarter reflected higher year-over-year operating income from the Company's Natural Resources and Industrial Products segments primarily due to higher metallurgical coal and ductile iron pipe pricing, respectively. Results from the Natural Resources segment included $12.6 million of pre-tax idle mine costs associated with the previously announced water ingress problem at Jim Walter Resources' Mine No. 5.

    Also during the quarter, the Financing segment incurred significant estimated losses related to Hurricanes Katrina and Rita, which included pre- tax insurance losses of $12.2 million, and an addition to the provision for losses on instalment notes of $1.3 million. In the prior year quarter, the Financing segment incurred pre-tax insurance-related hurricane losses of $4.9 million.

    Earnings for the current period also included favorable tax adjustments of $1.7 million related to an exemption from U.S. tax for a portion of the profits from certain foreign sales and $2.3 million resulting from revising the Company's estimated effective tax rate from 32% to 30%.

    Diluted earnings per share of $0.43 for the quarter compares to the Company's previously issued range of earnings expectations of $0.45 to $0.53 per diluted share, which did not include an $8 million-to-$15 million estimated impact to the Financing segment from Hurricane Katrina disclosed Sept. 6, 2005.

    "Excluding hurricane impacts from Katrina and Rita, our earnings for the quarter reflected significant year-over-year improvement in our consolidated operating results," said Chairman and CEO Gregory E. Hyland. "We are well positioned to continue our success at Natural Resources and we are looking forward to realizing significant benefits from integrating U.S. Pipe with the recently acquired Mueller Water Products business."

    Third Quarter 2005 Financial Results

    Net sales and revenues for the third quarter totaled $399.9 million, up $13.5 million, or 3.5%, versus the year-ago period. This improvement primarily reflects higher metallurgical coal and ductile iron pipe pricing.

    Operating income was $27.6 million for the quarter, down $1.3 million versus last year's third quarter, primarily due to lower operating income at Financing. The Financing segment's operating income decreased $8.0 million compared to the prior year, due to the increase in year-over-year hurricane- related impacts, including insurance losses of $7.3 million and a $1.3 million increase in the provision for losses on instalment notes. Excluding these impacts, the Financing segment continued its solid performance.

    Operating income at Natural Resources improved $5.6 million versus the prior-year period, despite idle mine costs at Mine No. 5 of $12.6 million. Significantly higher metallurgical coal prices contributed to the period- over-period increase at Natural Resources. Industrial Products operating income improved $1.8 million on higher ductile iron pipe pricing. Operating results at Homebuilding were $0.9 million worse than the same period last year primarily due to higher construction, repair and materials costs, negative performance in its Crestline modular business and $0.4 million of hurricane- related expenses.

    Third Quarter Results by Operating Segment

    Natural Resources Segment

    The Natural Resources segment reported third quarter revenue of $100.6 million, up 5.3% versus the same period last year. Operating income totaled $29.2 million, an increase of 23.5% versus the third quarter last year. The increase was primarily driven by higher metallurgical coal prices, partially offset by lower coal and gas volumes and $12.6 million in idle mine costs due to the previously announced Mine No. 5 water ingress problem. As previously reported the water ingress problem has been resolved.

    Jim Walter Resources sold 1.08 million tons of coal at an average price of $79.25 per ton, compared to 1.58 million tons at $53.27 per ton during the same period last year. The Company realized metallurgical coal pricing of nearly $100 per ton in this year's third quarter. As disclosed in the second quarter of 2005, Jim Walter Resources delayed certain lower-priced metallurgical coal contracts into the second half of the year, which reduced average selling prices.

    Stronger operating income at Natural Resources reflected higher metallurgical coal pricing, partially offset by lower volumes, higher production costs of $5.17 per ton in Mine Nos. 4 and 7 and the temporary idling of Mine No. 5 throughout the this year's third quarter. The production cost increase at Mine Nos. 4 and 7 was principally due to higher supplies and energy expenses of approximately $2.50 per ton at both mines and lower production at Mine No. 7 versus last year's third quarter. The expected reduction in Mine No. 7 tonnage was principally due to lower yields as a result of mining in a thinner coal seam within the current panel. On a year- to-date basis, Mine Nos. 4 and 7 have together produced 4.6% more tonnage than in the same period last year.

    The natural gas operation sold 1.7 billion cubic feet of gas at an average price of $8.03 per thousand cubic feet, versus gas sales of 1.9 billion cubic feet at $5.80 per thousand cubic feet in the prior-year quarter. The decrease in gas production volume is primarily attributable to Mine No. 4 coal production occurring in a heavily degassed area of the mine and the idling of Mine No. 5 in the third quarter.

    Industrial Products Segment

    The Industrial Products segment reported $158.1 million in revenue for the third quarter of 2005, up 1.8% versus the prior-year period. Revenues reflect a 13.2% increase in ductile iron pipe prices per ton compared to the same quarter last year, partially offset by a 9.0% decrease in volume. This temporary third quarter industry-wide decline in shipments is expected to rebound in the fourth quarter.

    Operating income for the segment totaled $10.1 million for the quarter, compared to operating income of $8.3 million for the same period last year. Last year's operating income included a $1.9 million insurance claim settlement. Excluding last year's benefit, U.S. Pipe generated a significant increase in operating income of 57.9%, primarily due to improved pricing and favorable product mix. These positives were partially offset by lower volumes, higher scrap metal costs and increased energy expenses.

    Financing Segment

    The Financing segment reported third quarter revenue of $56.6 million compared with $59.3 million in the year-ago period, primarily due to lower prepayment revenue. The revenue decline was also attributed to a decrease in the instalment note portfolio due to high prepayment speeds and declining origination volume from the Homebuilding segment. Prepayment speeds were 11.5% during the third quarter, up 88 basis points versus the prior-year period.

    Operating income for the segment was $0.5 million in the third quarter versus $8.6 million for the same period in 2004. The Financing segment recorded $12.2 million of pre-tax, estimated hurricane-related insurance losses, and an additional $1.3 million provision for estimated losses on instalment notes.

    Excluding the effects of the hurricanes in both the current period and prior-year period, operating income increased 4.0% for the quarter reflecting strong delinquency performance, lower selling, general and administrative costs, lower interest expense and an improvement in the provision for losses due to lower foreclosure activity and better recovery rates on repossessed houses. However, these improvements were partially offset by the overall decline in the portfolio size and lower prepayment income. Delinquencies (the percentage of amounts outstanding more than 30 days past due) were 5.3%, up 30 basis points versus the third quarter of last year, largely due to job losses and shifting payment priorities among customers in the hurricane affected areas.

    Homebuilding Segment

    The Homebuilding segment reported third quarter revenue of $56.0 million, up 3.4% versus the same period last year. The Homebuilding segment delivered 759 homes during the quarter at an average net selling price of $73,400, compared with 733 homes at an average net selling price of $73,100 for the prior year period. During the third quarter, the average net selling price of on-your-lot homes delivered was $80,300, which was a 9.0% increase over the $73,700 average net selling price realized during the same quarter last year.

    On-your-lot unit deliveries declined by 63-units versus the third quarter last year, primarily due to approximately 65 fewer-than-anticipated completions in the hurricane-affected areas. Deliveries of modular home units totaled 202 units in the third quarter, an increase of 89 units compared to the same period last year. Same store on-your-lot sales orders, net of cancellations, were 523, flat versus the third quarter last year. The on-your- lot backlog rose to 2,222 units, up 29.2% versus the prior year's third quarter.

    The segment reported an operating loss for the third quarter totaling $10.5 million, compared to a loss in the third quarter last year of $9.6 million. The current period loss reflects $0.4 million in hurricane- related repair costs, lower margins due to repair and rework on aged units under construction and $0.4 million of additional operating losses from the modular housing business. These unfavorable results were partially offset by higher average on-your-lot selling prices and lower selling, general and administrative expenses. Additionally, the operating income shortfall attributable to lower deliveries in the hurricane-affected areas is approximately $1.5 million.

    Other Segment

    Sloss Industries reported revenue for the third quarter of $31.6 million, up $5.3 million versus the same period last year and operating income of $2.4 million compared to $2.0 million in the third quarter of 2004. Current-period results reflect higher furnace and foundry coke pricing and increased furnace coke volumes, partially offset by decreased foundry coke volumes and higher coking coal material costs.

    Today, the Company's United Land subsidiary announced an investment in Kodiak Mining Company, LLC, a joint venture established to operate an underground coal mine in Shelby County, Ala. The mine has approximately 4.3 million tons of reserves, which can be sold as high vol hard coking coal or high BTU, low-sulfur steam coal. Production is expected to begin in the first quarter 2006, and the Company is expecting approximately 350,000 tons of incremental coal production from its share of this joint venture in 2006.

    Mueller Water Products

    On Oct. 3, Walter Industries announced that it completed its acquisition of Mueller. On Oct. 21, the Company announced its plan to initiate an IPO and subsequent spin-off of its Water Products business, which includes Mueller and U.S. Pipe.

    Mueller's results will be included in Walter Industries consolidated results beginning in the fourth quarter of 2005. However, Mueller will continue to file separately with the Securities and Exchange Commission as a result of its publicly held debt.

    The Company expects that Mueller will issue a press release in late November to announce its fourth quarter and full-year earnings for the quarter and year ended Sept. 30, 2005.

    Conference Call Webcast

    Walter Industries Chairman and CEO Gregory E. Hyland and members of the Company's leadership team will discuss third quarter 2005 results and other general business matters on a conference call and live Webcast to be held on Thursday, Oct. 27, 2005, at 9 a.m. EDT. To listen to the event live or in archive, visit the Company Web site at http://www.walterind.com. The call will remain available for 30 days.

    Walter Industries, Inc. is a diversified company with annual revenues of $2.7 billion. The Company is a leader in water infrastructure, flow control and water transmission products, with respected brand names such as Mueller, U.S. Pipe, James Jones, Hersey Meters, Henry Pratt and Anvil. The Company is also a significant producer of high-quality metallurgical coal and natural gas for worldwide markets and is a leader in affordable homebuilding and financing. Based in Tampa, Fla., the Company employs approximately 10,600 people. For more information about Walter Industries, please visit the Company Web site at http://www.walterind.com.

    Safe Harbor Statement

    Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from forecasted results. Those risks include, among others, changes in customers' demand for the Company's products, changes in raw material, labor, equipment and transportation costs and availability, geologic and weather conditions, changes in extraction costs and pricing in the Company's mining operations, changes in customer orders, pricing actions by the Company's competitors, changes in law, the collection of approximately $14 million of receivables associated with a working capital adjustment arising from the sale of a subsidiary in 2003, potential changes in the mortgage-backed capital market, and general changes in economic conditions. Those risks also include the timing of and ability to execute on the initial public offering and spin-off of the Company's Water Products business and any other strategic action that may be pursued. Risks associated with forward-looking statements are more fully described in the Company's and Mueller's filings with the Securities and Exchange Commission. The Company assumes no duty to update its forward-looking statements as of any future date.

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF OPERATIONS

     ($ in Thousands)

     Unaudited

     For the three months

     ended September 30,

     2005 2004

    Net sales and revenues:

     Net sales $ 343,264 $ 326,895

     Interest income on instalment notes 50,977 54,961

     Miscellaneous 5,672 4,520

     399,913 386,376

    Cost and expenses:

     Cost of sales (exclusive of depreciation) 261,545 252,480

     Depreciation 14,238 14,687

     Selling, general and administrative 48,328 46,101

     Provision for losses on instalment

     notes 3,076 2,716

     Postretirement benefits 3,240 2,053

     Interest expense - mortgage-

     backed/asset-backed notes 30,046 32,824

     Interest expense - corporate debt 3,595 3,803

     Amortization of other intangibles 837 1,079

     Provision for estimated hurricane

     insurance losses 12,200 4,918

     Restructuring and impairment

     (credits) charges (1,243) 534

     375,862 361,195

    Income from continuing operations

     before income tax expense 24,051 25,181

    Income tax expense (3,681) (6,108)

    Income from continuing operations 20,370 19,073

    Discontinued operations, net of

     income taxes (1) (173) -

    Net Income $ 20,197 $ 19,073

    Basic Income per share:

    Income from continuing operations $ 0.53 $ 0.51

    Discontinued Operations (0.01) -

    Net Income $ 0.52 $ 0.51

    Weighted average number of shares

     outstanding 38,759,378 37,424,525

    Diluted Income per share:

    Income from continuing operations $ 0.44 $0.42

    Discontinued Operations (0.01) -

    Net Income $ 0.43 $ 0.42

    Weighted average number of dilutive

     securities 49,215,063 48,087,227

    (1) 2005 expenses incurred during the period resulted from the Company's

     sale of its AIMCOR subsidiary in December 2003.

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     RESULTS BY OPERATING SEGMENT

     ($ in Thousands)

     Unaudited

     For the three months

     ended September 30,

     2005 2004

    NET SALES AND REVENUES:

    Homebuilding $ 55,994 $ 54,172

    Financing 56,621 59,262

    Industrial Products 158,093 155,281

    Natural Resources 100,578 95,549

    Other 35,375 28,816

    Consolidating Eliminations (6,748) (6,704)

     $ 399,913 $ 386,376

    OPERATING INCOME (LOSS):

    Homebuilding $ (10,454) $ (9,550)

    Financing 521 8,569

    Industrial Products 10,086 8,286

    Natural Resources 29,249 23,674

    Other (1,748) (1,288)

    Consolidating Eliminations (8) (707)

    Operating income 27,646 28,984

    Corporate debt interest expense (3,595) (3,803)

    Income before income tax expense $ 24,051 $ 25,181

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF OPERATIONS

     ($ in Thousands)

     Unaudited

     For the nine months

     ended September 30,

     2005 2004

    Net sales and revenues:

     Net sales $ 1,012,817 $ 914,941

     Interest income on instalment

     notes 157,580 166,634

     Miscellaneous 16,063 10,705

     1,186,460 1,092,280

    Cost and expenses:

    Cost of sales (exclusive of

     depreciation) 749,024 736,870

    Depreciation 43,063 45,188

    Selling, general and administrative 144,913 144,614

    Provision for losses on instalment

     notes 8,210 9,109

    Postretirement benefits 9,712 5,158

    Interest expense - mortgage-

     backed/asset-backed notes 92,583 94,826

    Interest expense - corporate debt 11,304 13,954

    Amortization of other intangibles 2,823 3,916

    Provision for estimated hurricane

     insurance losses 12,200 4,918

    Restructuring and impairment

     (credits) charges (633) 1,048

     1,073,199 1,059,601

    Income from continuing operations

     before income tax expense 113,261 32,679

    Income tax expense (32,228) (9,945)

    Income from continuing operations 81,033 22,734

    Discontinued operations, net of

     income taxes (1) (590) -

    Net Income $ 80,443 $ 22,734

    Basic Income per share:

    Income from continuing operations $ 2.11 $ 0.58

    Discontinued Operations (0.01) -

    Net Income $ 2.10 $ 0.58

    Weighted average number of shares

     outstanding 38,325,408 39,154,490

    Diluted Income per share:

    Income from continuing operations $ 1.72 $ 0.54

    Discontinued Operations (0.01) -

    Net Income $ 1.71 $ 0.54

    Weighted average number of dilutive

     securities 48,960,982 45,724,983

    (1) 2005 expenses incurred during the period resulted from the Company's

     sale of its AIMCOR subsidiary in December 2003.

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     RESULTS BY OPERATING SEGMENT

     ($ in Thousands)

     Unaudited

     For the nine months

     ended September 30,

     2005 2004

    NET SALES AND REVENUES:

    Homebuilding $161,790 $179,832

    Financing 174,320 183,040

    Industrial Products 425,543 414,365

    Natural Resources 344,738 249,372

    Other 103,068 82,898

    Consolidating Eliminations (22,999) (17,227)

     $1,186,460 $1,092,280

    OPERATING INCOME (LOSS):

    Homebuilding $(32,997) $(25,071)

    Financing 29,323 39,065

    Industrial Products 27,687 8,137

    Natural Resources 112,409 36,080

    Other (9,018) (9,518)

    Consolidating Eliminations (2,839) (2,060)

    Operating income 124,565 46,633

    Corporate debt interest expense (11,304) (13,954)

    Income from continuing operations

     before income tax expense $113,261 $32,679

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     SUPPLEMENTAL INFORMATION

     Unaudited

     For the three For the three For the nine For the nine

     months ended months ended months ended months ended

     September 30, September 30, September 30, September 30,

     2005 2004 2005 2004

    Depreciation

     ($ in thousands):

    Homebuilding $ 1,233 $ 1,213 $ 3,645 $ 3,671

    Financing 341 401 1,056 1,093

    Industrial

     Products 6,224 6,415 19,401 20,158

    Natural Resources 5,121 5,464 15,351 16,628

    Other 1,319 1,194 3,610 3,638

     $14,238 $14,687 $ 43,063 $ 45,188

    Amortization of

     other intangibles

     ($ in thousands):

    Financing $ 837 $ 1,079 $ 2,823 $ 3,916

    Restructuring and

     impairment charges

     (credits) ($ in

     thousands):

    U.S. Pipe Anniston

     plant shutdown

     costs $ - $ - $ - $ 121

    Mine No. 5

     shutdown costs (1,243) 534 (633) 927

     $(1,243) $ 534 $ (633) $ 1,048

    Operating Data:

    Homebuilding

    New sales

     contracts,

     net of

     cancellations 829 646 2,666 2,289

    Unit completions 759 733 2,157 2,524

    Average sale

     price $73,400 $73,100 $74,600 $ 71,000

    Ending homes

     backlog 2,510 1,825 2,510 1,825

    Financing

    Delinquencies 5.3% 5.0% 5.3% 5.0%

    Prepayment speeds 11.5% 10.6% 10.7% 10.0%

    Industrial Products

    Ending pipe &

     fittings backlog,

     tons 132,356 142,065 132,356 142,065

    Ending pipe &

     fittings backlog,

     dollars ($ in

     thousands) $106,557 $106,102 $106,557 $ 106,102

    Sloss Industries

    Tons of foundry

     coke sold 27,396 39,765 97,028 108,245

    Tons of furnace

     coke sold 70,356 66,623 194,826 211,218

    Foundry coke

     average sale

     price per ton $ 265.40 $ 168.51 $ 253.46 $ 166.96

    Furnace coke

     average sale

     price per ton $ 205.80 $ 140.80 $ 205.83 $ 142.31

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     SUPPLEMENTAL INFORMATION

     Unaudited

     For the three For the three For the nine For the nine

     months ended months ended months ended months ended

     September 30, September 30, September 30, September 30,

     2005 2004 2005 2004

    Operating Data:

    Natural Resources

    Tons sold by type

     (in thousands):

    Metallurgical coal,

     contracts 736 901 3,138 3,180

    Metallurgical coal,

     spot sales - 247 144 395

    Steam coal 344 431 1,131 1,325

     1,080 1,579 4,413 4,900

    Average sale price

     per ton:

    Metallurgical

     coal, contracts $ 99.83 $ 48.54 $ 79.71 $ 40.50

    Metallurgical

     coal, spot sales $ - $102.17 $102.97 $ 95.07

    Steam coal $ 35.17 $ 35.12 $ 35.06 $ 35.14

    Tons sold by mine

     (in thousands):

    Mine No. 4 644 625 2,207 2,146

    Mine No. 7 424 626 1,561 1,746

    Mine No. 5 12 328 645 1,008

     1,080 1,579 4,413 4,900

    Coal cost of sales:

    Mine No. 4 per

     ton $ 36.18 $ 32.75 $ 31.28 $ 29.53

    Mine No. 7 per

     ton $ 40.04 $ 33.28 $ 39.62 $ 33.53

    Mine No. 5 per

     ton $ 65.68 $ 39.30 $ 45.38 $ 36.66

    Mine No. 5 idle

     costs (in

     thousands)(1) $12,573 $ - $16,133 $ -

    Other costs

    (in

    thousands) (2) $ 1,286 $ 1,133 $ 3,991 $ 5,539

    Tons of coal

     produced

    (in thousands) 1,178 1,679 4,634 5,060

    Coal production

     costs per

     ton: (3)

    Mine No. 4 $ 33.27 $ 29.08 $ 30.42 $ 29.33

    Mine No. 7 $ 45.22 $ 33.09 $ 37.46 $ 32.65

    Mine No. 5 $ - $ 40.84 $ 52.35 $ 38.57

    Total $ 38.32 $ 33.15 $ 35.49 $ 32.51

    Natural gas sales,

     in mmcf (in

     thousands) 1,731 1,906 5,241 5,964

    Natural gas

     average sale

     price per mmcf $ 8.03 $ 5.80 $ 7.11 $ 5.91

    Natural gas cost

     of sales per

     mmcf $ 2.77 $ 2.21 $ 2.64 $ 2.23

    (1) Idle costs are charged to period expense when incurred.

    (2) Consists of charges not directly allocable to a specific mine.

    (3) Coal production costs per ton are a component of inventoriable costs.

     Other inventoriable costs not included in coal production costs per

     ton include postretirement benefits, asset retirement obligation

     expenses, royalties and Black Lung excise taxes.

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     CONDENSED CONSOLIDATED BALANCE SHEETS

     ($ in Thousands)

     Unaudited

     September December September

     30, 2005 31, 2004 30, 2004

    ASSETS

    Cash and cash equivalents $ 20,547 $ 46,924 $ 47,572

    Short-term investments, restricted 93,289 99,905 105,692

    Instalment notes receivable, net of

     allowance of $12,306,

    $11,200 and $11,293, respectively 1,688,080 1,717,205 1,734,370

    Receivables, net 204,977 170,219 189,788

    Income tax receivable 19,834 14,977 15,369

    Inventories 290,559 233,547 221,618

    Prepaid expenses 19,642 16,871 13,089

    Property, plant and equipment, net 379,184 334,678 333,502

    Investments 6,095 6,165 6,153

    Deferred income taxes 34,131 47,943 37,185

    Unamortized debt expense 32,883 36,726 38,166

    Other long-term assets, net 48,814 46,340 48,303

    Goodwill and other intangibles, net 142,163 144,986 146,046

     $2,980,198 $2,916,486 $2,936,853

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Accounts payable $ 110,664 $ 90,217 $ 100,947

    Accrued expenses 141,850 125,681 122,918

    Debt:

     Mortgage-backed/asset-backed notes 1,664,263 1,763,827 1,796,071

     Senior debt 10,000 - -

    Convertible senior subordinated notes 175,000 175,000 175,000

    Accrued interest 16,932 16,813 17,992

    Accumulated postretirement benefits

     obligation 277,563 282,599 283,906

    Other long-term liabilities 221,855 203,122 198,479

    Total liabilities 2,618,127 2,657,259 2,695,313

    Stockholders' equity 362,071 259,227 241,540

     $2,980,198 $2,916,486 $2,936,853

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005

     ($ in Thousands)

     Unaudited

     Comprehensive Accum.

     Total Income Deficit

    Balance at December 31, 2004 $ 259,227 $ (609,048)

    Comprehensive income:

    Net income 80,443 $ 80,443 80,443

    Other comprehensive income (loss),

     net of tax:

    Net unrealized loss on hedges (6,870) (6,870)

    Comprehensive income $ 73,573

    Stock issued upon exercise of stock

     options 17,124

    Tax benefit from the exercise of

     stock options 15,645

    Dividends paid, $.12 per share (4,587)

    Stock-based compensation 1,089

    Balance at September 30, 2005 $ 362,071 $(528,605)

     Accum Other

     Comprehensive Common Capital in Treasury

     Income (Loss) Stock Excess Stock

    Balance at December 31, 2004 $ (51,109) $ 580 $ 1,178,121 $(259,317)

    Comprehensive income:

    Net income

    Other comprehensive income

     (loss), net of tax:

    Net unrealized loss on hedges (6,870)

    Comprehensive income

    Stock issued upon exercise of

     stock options 17 17,107

    Tax benefit from the exercise

     of stock options 15,645

    Dividends paid, $.12 per share (4,587)

    Stock-based compensation 1,089

    Balance at September 30, 2005 $ (57,979) $597 $1,207,375 $(259,317)

     WALTER INDUSTRIES, INC. AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CASH FLOWS

     ($ in Thousands)

     Unaudited

     For the nine months

     ended September 30,

     2005 2004

    OPERATING ACTIVITIES

    Income from continuing operations $ 81,033 $ 22,734

    Adjustments to reconcile income to

     net cash provided by continuing

     operations:

     Provision for losses on instalment

     notes receivable 8,210 9,109

     Depreciation 43,063 45,188

     Provision for deferred income taxes 15,827 10,208

     Tax benefit on the exercise of

     employee stock options 15,645 -

     Accumulated postretirement benefits

     obligation (5,036) (8,394)

     Provision for (decrease in) other

     long-term liabilities 8,491 (2,337)

     Amortization of other intangibles 2,823 3,916

     Amortization of debt expense 4,760 6,986

     Loss on sale of assets - 1,294

     Stock-based compensation expense 1,089 472

    Decrease (increase) in assets:

     Receivables (34,758) (36,157)

     Income tax receivable (3,176) 2,007

     Inventories (57,012) (153)

     Prepaid expenses (2,771) (6,561)

    Increase (decrease) in liabilities:

     Accounts payable 20,447 2,277

     Accrued expenses 16,169 17,559

     Accrued interest 119 873

     Cash flows provided by continuing

     operations 114,923 69,021

     Cash flows used in discontinued

     operations (590) (3,611)

     Cash flows provided by operating

     activities 114,333 65,410

    INVESTING ACTIVITIES

     Notes originated from sales and

     resales of homes and purchases of

     loan portfolios (322,681) (345,364)

     Cash collections on accounts and

     payouts in advance of maturity 343,596 351,047

     Decrease (increase) in short-term

     investments, restricted 6,616 (5,377)

     Additions to property, plant and

     equipment, net of retirements (87,569) (29,316)

     Increase in investments and other

     assets, net (2,728) (13,603)

     Proceeds from sale of subsidiary - 6,000

     Cash flows used in investing

     activities (62,766) (36,613)

    FINANCING ACTIVITIES

     Issuance of debt 198,032 670,218

     Retirement of debt (287,596) (644,239)

     Additions to unamortized debt expense (917) (7,902)

     Purchases of treasury stock - (63,020)

     Dividends paid (4,587) (3,489)

     Exercise of employee stock options 17,124 7,225

     Cash flows used in financing

     activities (77,944) (41,207)

    Net decrease in cash and cash

     equivalents (26,377) (12,410)

    Cash and cash equivalents at

     beginning of period 46,924 59,982

    Cash and cash equivalents at end of

     period $ 20,547 $ 47,572
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