SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2003
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EAGLE SUPPLY GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-25423 13-3889248
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification Number)
122 East 42nd Street, Suite 1618, New York, NY 10168
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 986-6190
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Item 9. Regulation FD Disclosure.
Historically, Eagle Supply Group, Inc. (the "Company" or "we")
has not publicly furnished forecasts or projections of its revenues
and net income and does not intend to change this policy. However, in
view of various events which have taken place during the past few
months, the Company determined that it should provide its stockholders
with guidance with respect to its estimates of revenues, net income,
and earnings per share for the fourth quarter of our current 2003
fiscal year and for the full 2004 fiscal year. Accordingly, this
Current Report on Form 8-K provides information regarding the Company's
projected revenues, net income, and earnings per share for the fourth
quarter of the current 2003 fiscal year ending June 30, 2003, and for
our 2004 fiscal year ending June 30, 2004. We developed the financial
projections based on estimates and assumptions developed by
management. Although we believe the estimates and assumptions are
reasonable, projections are necessarily speculative and depend
completely on the estimates and assumptions used in preparing them.
Actual results realized during any future period are likely to vary
from the projections and the variations may be material and adverse.
Further, unanticipated events and circumstances are likely to occur
and such events and circumstances also could cause actual results to
vary substantially from the estimates and assumptions made and the
projections included in this Current Report. This information is
being furnished solely for compliance with, and in accordance with,
Regulation FD and the rules and regulations promulgated thereunder.
Based on current estimated, unaudited, internal management plans,
assumptions, budgets, and projections, the Company anticipates that,
in the fourth quarter of its current fiscal year which ends June 30,
2003, it will achieve revenue of approximately $62,000,000, net income
of approximately $1,000,000, and basic earnings per share of
approximately $0.10. The projections and estimates set forth above
relate only to the Company's fourth quarter and no projected or
estimated revenues, net income or earnings per share are provided for
the full fiscal year ending June 30, 2003.
In addition, based on current estimated, unaudited, internal
management plans, assumptions, budgets, and projections, the Company
anticipates that, for its fiscal year ending June 30, 2004, it will
achieve revenue of approximately $235,000,000, net income of between
approximately $2,400,000 and $3,200,000, and, if this level of net
income is achieved, basic earnings per share of approximately $0.23 to
$0.31.
The estimates and projections included herein for the fourth
quarter of the current 2003 fiscal year and for the full 2004 fiscal
year were prepared assuming, among other things, (i) growth in sales
revenues as a result of increased prices for our products, (ii)
continued growth in housing starts and re-roofing, including repairs
and renovations, (iii) no unusual storm activity, (iv) improved
collection experience of the Company's accounts and notes receivables,
(v) satisfactory resolution of current IRAQ-United States issues,
(vi) no opening of any new distribution centers, and (vii) no
acquisitions or divestitures of distribution centers. In addition,
the per share data assumes no new issuances (or assumed issuances for
accounting purposes) of the Company's equity securities, whether as
the result of sales of securities, the exercise of stock options or
warrants, or otherwise. We cannot assure you that the estimates and
projections set forth in this Current Report will be achieved. These
projections and the underlying estimates and assumptions on which they
are based are subject to various factors, some of which are not in the
Company's control, and most or all of which may change at any time and
from time to time. Actual results for the fourth quarter ending June
30, 2003 and for the fiscal year ending June 30, 2004 may differ
materially and adversely from these projections.
All of the statements, projections, estimates and assumptions
referred to, discussed or set forth in this Current Report on Form 8-K
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995. Although we believe that these forward-looking statements
are based upon reasonable estimates and assumptions, we can give no
assurance that our expectations will in fact occur, and we caution that
actual results may differ materially and adversely from those in the
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forward-looking statements. A number of factors could affect our
future results and could cause our results to differ materially and
adversely from those expressed in this Current Report on Form 8-K.
These factors include, among others: the economic environment in our
major market areas, interest rates, our ability to collect our
accounts and notes receivables when due or within a reasonable period
of time thereafter, competitive conditions in our major market areas,
our ability to purchase products which we sell on terms and prices
which are no less favorable than our current terms of purchase,
our ability to continue to obtain financing on terms no less favorable
to the Company than our current terms of financing, weather conditions
in our major market areas, our ability to sell our products at certain
levels of markup (gross profit margins), general economic conditions,
the new housing market, the market for construction renovation and
repair relating to the product lines that the Company sells in its
various market areas, insurance availability and costs, fuel costs,
labor and benefit costs, occupancy costs, the number of shares of
common stock the Company has outstanding, the number of shares of the
Company's common stock used to calculate the Company's basic and
diluted earnings per share, certain risk factors and other conditions
associated with the Company as set forth in the reports that the
Company has filed with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002, and other factors, both known and unknown.
The Company does not intend to report updates to these
projections on any regular basis or schedule but may do so from time
to time; or, at any time, the Company may terminate filing any
report of its internal budgets and projections. We caution that the
projections set forth in this Current Report on Form 8-K are given as
of the date hereof only and are based upon currently available
information. We are not undertaking any obligation to update these
projections as conditions change or other information becomes
available.
The information contained in this Current Report on Form 8-K is
furnished pursuant to Item 9 of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that
section. Further, the information in this Current Report on Form 8-K
is not to be incorporated by reference into any of the Company's
filings with the Securities and Exchange Commission, whether filed
prior to or after the filing of this Current Report on Form 8-K,
regardless of any general or specific incorporation language in such
filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EAGLE SUPPLY GROUP, INC.
Date: February 26, 2003 By: /s/Douglas P. Fields
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Douglas P. Fields
Chief Executive Officer
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