8-K
CRH PUBLIC LTD CO (CRH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 11, 2024
CRH public limited company
(Exact name of registrant as specified in its charter)
| Ireland | 001-32846 | 98-0366809 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) | Stonemason's Way, Rathfarnham,<br><br>Dublin 16, D16 KH51, Ireland | |
| --- | ||||
| (Address of principal executive offices) |
+353 1 404 1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) | | --- | --- | | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares of €0.32 each | CRH | New York Stock Exchange |
| 6.40% Notes due 2033 | CRH/33A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| ☐ | Emerging Growth Company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act ☐
Item 7.01 Regulation FD Disclosure.
On April 11, 2024, CRH public limited company published its quarterly U.S. GAAP information for the financial year ended December 31, 2023 (the “Quarterly Information”). A copy of the Quarterly Information is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information disclosed in this Current Report on Form 8-K pursuant to this Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Quarterly Information |
| 104 | Cover Page Interactive Data File **<br><br>(formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 11, 2024
| CRH public limited company | |
|---|---|
| /s/ Jim Mintern | |
| By: | Jim Mintern |
| Chief Financial Officer |
Document
Exhibit 99.1
| Press Release<br><br>CRH publishes quarterly U.S. GAAP information for 2023 |
|---|
CRH plc, a leading provider of building materials solutions, today provides quarterly information under U.S. GAAP for the financial year ended December 31, 2023.
Quarterly financial information is now available at Appendix 1 and at www.crh.com.
***
| Contact CRH at +353 1 404 1000 | |
|---|---|
| Albert Manifold | Chief Executive |
| Jim Mintern | Chief Financial Officer |
| Frank Heisterkamp | Director of Capital Markets & ESG |
| Tom Holmes | Head of Investor Relations |
About CRH
CRH (NYSE: CRH, LSE: CRH) is a leading provider of building materials solutions that build, connect and improve our world. Employing approximately 78,500 people at approximately 3,390 operating locations in 29 countries, CRH has market leadership positions in both North America and Europe. As the essential partner for transportation and critical utility infrastructure projects, complex non-residential construction and outdoor living solutions, CRH’s unique offering of materials, products and value-added services helps to deliver a more resilient and sustainable built environment. The company is ranked among sector leaders by Environmental, Social and Governance (ESG) rating agencies. A Fortune 500 company, CRH’s shares are listed on the NYSE and LSE.
Registered Office: No 12965. Registered Office: 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland
CRH Quarterly Information 2023 1
Appendix 1 - Quarterly Financial Information
The following financial information represents a quarterly breakdown of the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP for the year ended December 31, 2023. The full audited Consolidated Financial Statements prepared in accordance with U.S. GAAP for the year ended December 31, 2023, including notes thereto, are included as a part of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC).
Consolidated Statements of Income
(In $ millions, except share and per share data)
| Unaudited, for the three months ended | Audited, for the year ended | ||||
|---|---|---|---|---|---|
| March 31, 2023 | June 30, <br>2023 | September 30, 2023 | December 31, 2023 | December 31, 2023 | |
| Product revenues | 5,338 | 7,431 | 7,157 | 6,230 | 26,156 |
| Service revenues | 1,089 | 2,278 | 2,971 | 2,455 | 8,793 |
| Total revenues | 6,427 | 9,709 | 10,128 | 8,685 | 34,949 |
| Cost of product revenues | (3,744) | (3,932) | (3,609) | (3,456) | (14,741) |
| Cost of service revenues | (1,064) | (2,147) | (2,756) | (2,278) | (8,245) |
| Total cost of revenues | (4,808) | (6,079) | (6,365) | (5,734) | (22,986) |
| Gross profit | 1,619 | 3,630 | 3,763 | 2,951 | 11,963 |
| Selling, general and administrative expenses | (1,622) | (2,035) | (1,990) | (1,839) | (7,486) |
| Gain on disposal of long-lived assets | 5 | 18 | 15 | 28 | 66 |
| Loss on impairments | – | – | – | (357) | (357) |
| Operating income | 2 | 1,613 | 1,788 | 783 | 4,186 |
| Interest income | 40 | 36 | 62 | 68 | 206 |
| Interest expense | (81) | (73) | (131) | (91) | (376) |
| Other nonoperating income (expense), net | – | 2 | 1 | (5) | (2) |
| (Loss) income before income tax expense and income from equity method investments | (39) | 1,578 | 1,720 | 755 | 4,014 |
| Income tax benefit (expense) | 14 | (379) | (416) | (144) | (925) |
| (Loss) income from equity method investments | (6) | 13 | 14 | (38) | (17) |
| Net (loss) income | (31) | 1,212 | 1,318 | 573 | 3,072 |
| Net (income) attributable to redeemable noncontrolling interests | (2) | (10) | (9) | (7) | (28) |
| Net loss (income) attributable to noncontrolling interests | 5 | (3) | (3) | 135 | 134 |
| Net (loss) income attributable to CRH plc | (28) | 1,199 | 1,306 | 701 | 3,178 |
| (Loss) earnings per share attributable to CRH plc | |||||
| Basic | ($0.05) | $1.63 | $1.81 | $0.99 | $4.36 |
| Diluted | ($0.05) | $1.62 | $1.80 | $0.99 | $4.33 |
| Weighted average common shares outstanding | |||||
| Basic | 742.9 | 734.7 | 718.2 | 700.5 | 723.9 |
| Diluted | 742.9 | 738.2 | 722.1 | 705.3 | 729.2 |
CRH Quarterly Information 2023 2
Consolidated Balance Sheets
(In $ millions, except share data)
| Unaudited, as at | Audited, as at | |||
|---|---|---|---|---|
| March 31, 2023 | June 30, <br>2023 | September 30, 2023 | December 31, 2023 | |
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | 4,650 | 4,275 | 5,722 | 6,341 |
| Accounts receivable, net | 4,706 | 6,119 | 5,972 | 4,507 |
| Inventories | 4,458 | 4,276 | 4,191 | 4,291 |
| Assets held for sale | – | – | – | 1,268 |
| Other current assets | 416 | 404 | 430 | 478 |
| Total current assets | 14,230 | 15,074 | 16,315 | 16,885 |
| Property, plant and equipment, net | 17,997 | 18,155 | 18,103 | 17,841 |
| Equity method investments | 655 | 672 | 665 | 620 |
| Goodwill | 9,308 | 9,338 | 9,545 | 9,158 |
| Intangible assets, net | 1,094 | 1,061 | 1,074 | 1,041 |
| Operating lease right-of-use assets, net | 1,192 | 1,187 | 1,237 | 1,292 |
| Other noncurrent assets | 631 | 655 | 692 | 632 |
| Total assets | 45,107 | 46,142 | 47,631 | 47,469 |
| Liabilities, redeemable noncontrolling interests and shareholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | 2,627 | 3,553 | 2,954 | 3,149 |
| Accrued expenses | 2,079 | 2,335 | 2,457 | 2,296 |
| Current portion of long-term debt | 2,251 | 2,185 | 1,860 | 1,866 |
| Operating lease liabilities | 235 | 240 | 245 | 255 |
| Liabilities held for sale | – | – | – | 375 |
| Other current liabilities | 2,063 | 1,358 | 1,675 | 2,072 |
| Total current liabilities | 9,255 | 9,671 | 9,191 | 10,013 |
| Long-term debt | 7,583 | 7,563 | 9,535 | 9,776 |
| Deferred income tax liabilities | 2,972 | 3,010 | 3,050 | 2,738 |
| Noncurrent operating lease liabilities | 1,021 | 1,016 | 1,065 | 1,125 |
| Other noncurrent liabilities | 2,132 | 2,173 | 2,142 | 2,196 |
| Total liabilities | 22,963 | 23,433 | 24,983 | 25,848 |
| Commitments and contingencies | ||||
| Redeemable noncontrolling interests | 307 | 313 | 320 | 333 |
| Shareholders’ equity | ||||
| Preferred stock, €1.27 par value, 150,000 shares authorized and 50,000 shares issued and outstanding for 5% preferred stock and 872,000 shares authorized, issued and outstanding for 7% 'A' preferred stock, as of March 31, June 30, September 30 and December 31, 2023 | 1 | 1 | 1 | 1 |
| Common stock, €0.32 par value, 1,250,000,000 shares authorized, as of March 31, June 30, September 30 and December 31, 2023; 752,140,338 shares issued and outstanding, as of March 31 and June 30 and 750,725,468 and 734,519,598 shares issued and outstanding, as of September 30 and December 31, 2023, respectively | 302 | 302 | 302 | 296 |
| Treasury stock, at cost (11,596,581, 24,158,408, 41,554,960 and 42,419,281 shares as of March 31, June 30, September 30 and December 31, 2023, respectively) | (487) | (1,140) | (2,132) | (2,199) |
| Additional paid-in capital | 420 | 391 | 423 | 454 |
| Accumulated other comprehensive loss | (673) | (625) | (763) | (616) |
| Retained earnings | 21,692 | 22,892 | 23,936 | 22,918 |
| Total shareholders’ equity attributable to CRH plc shareholders | 21,255 | 21,821 | 21,767 | 20,854 |
| Noncontrolling interests | 582 | 575 | 561 | 434 |
| Total equity | 21,837 | 22,396 | 22,328 | 21,288 |
| Total liabilities, redeemable noncontrolling interests and equity | 45,107 | 46,142 | 47,631 | 47,469 |
CRH Quarterly Information 2023 3
Consolidated Statements of Cash Flows
(In $ millions)
| Unaudited | Audited | |||
|---|---|---|---|---|
| Three months ended March 31, 2023 | Six months <br>ended June 30, 2023 | Nine months ended September 30, 2023 | Year ended December 31,<br> 2023 | |
| Cash Flows from Operating Activities: | ||||
| Net (loss) income | (31) | 1,181 | 2,499 | 3,072 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation, depletion and amortization | 384 | 785 | 1,187 | 1,633 |
| Loss on impairments | – | – | – | 357 |
| Share-based compensation | 31 | 60 | 92 | 123 |
| Gains on disposals from long-lived assets, net | (5) | (23) | (38) | (66) |
| Deferred tax expense (benefit) | 49 | 95 | 108 | (64) |
| Loss (income) from equity method investments | 6 | (7) | (21) | 17 |
| Pension and other postretirement benefits net periodic benefit cost | 8 | 14 | 22 | 31 |
| Non-cash operating lease costs | 69 | 138 | 212 | 293 |
| Other items, net | (3) | 35 | 33 | 68 |
| Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||||
| Accounts receivable, net | (356) | (1,758) | (1,643) | (164) |
| Inventories | (217) | (22) | 62 | (60) |
| Accounts payable | (339) | 558 | (30) | 144 |
| Operating lease liabilities | (70) | (137) | (204) | (276) |
| Other assets | (21) | (2) | (5) | 25 |
| Other liabilities | (164) | 69 | 354 | (72) |
| Pension and other postretirement benefits contributions | (12) | (23) | (34) | (44) |
| Net cash (used in) provided by operating activities | (671) | 963 | 2,594 | 5,017 |
| Cash Flows from Investing Activities: | ||||
| Purchases of property, plant and equipment | (332) | (771) | (1,175) | (1,817) |
| Acquisitions, net of cash acquired | (155) | (198) | (561) | (640) |
| Proceeds from divestitures and disposals of long-lived assets | 6 | 42 | 64 | 104 |
| Dividends received from equity method investments | 8 | 12 | 23 | 44 |
| Settlements of derivatives | (2) | 7 | 3 | (1) |
| Deferred divestiture consideration received | – | – | 5 | 6 |
| Other investing activities, net | (17) | (62) | (88) | (87) |
| Net cash used in investing activities | (492) | (970) | (1,729) | (2,391) |
CRH Quarterly Information 2023 4
Consolidated Statements of Cash Flows
(In $ millions)
| Unaudited | Audited | |||
|---|---|---|---|---|
| Three months ended March 31, 2023 | Six months <br>ended June 30, 2023 | Nine months ended September 30, 2023 | Year ended December 31,<br> 2023 | |
| Cash Flows from Financing Activities: | ||||
| Proceeds from debt issuances | 71 | 855 | 2,687 | 3,163 |
| Payments on debt | – | (849) | (940) | (1,462) |
| Settlements of derivatives | 6 | 4 | 5 | 7 |
| Payments of finance lease obligations | (6) | (12) | (18) | (26) |
| Deferred and contingent acquisition consideration paid | (4) | (4) | (8) | (22) |
| Dividends paid | – | (761) | (761) | (940) |
| Distributions to noncontrolling and redeemable noncontrolling interests | (13) | (23) | (35) | (35) |
| Transactions involving noncontrolling interests | – | – | – | (2) |
| Repurchases of common stock | (246) | (959) | (2,031) | (3,067) |
| Proceeds from exercise of stock options | 1 | 3 | 4 | 4 |
| Net cash used in financing activities | (191) | (1,746) | (1,097) | (2,380) |
| Effect of exchange rate changes on cash and cash equivalents | 68 | 92 | 18 | 208 |
| (Decrease) increase in cash and cash equivalents | (1,286) | (1,661) | (214) | 454 |
| Cash and cash equivalents at the beginning of period | 5,936 | 5,936 | 5,936 | 5,936 |
| Cash and cash equivalents at the end of period | 4,650 | 4,275 | 5,722 | 6,390 |
| Supplemental cash flow information: | ||||
| Cash paid for interest (including finance leases) | 54 | 201 | 244 | 418 |
| Cash paid for income taxes | 104 | 277 | 620 | 959 |
| Reconciliation of cash and cash equivalents | ||||
| Cash and cash equivalents presented in the Consolidated Balance Sheets | 4,650 | 4,275 | 5,722 | 6,341 |
| Cash and cash equivalents included in assets held for sale | – | – | – | 49 |
| Total cash and cash equivalents presented on the Consolidated Statements of Cash Flows | 4,650 | 4,275 | 5,722 | 6,390 |
CRH Quarterly Information 2023 5
Segment Information
(In $ millions)
| Unaudited, for the three months ended | Audited, for the year ended | ||||
|---|---|---|---|---|---|
| March 31, 2023 | June 30,<br> 2023 | September 30, 2023 | December 31, 2023 | December 31, 2023 | |
| Revenues | |||||
| Americas Materials Solutions | 1,895 | 4,164 | 5,080 | 4,296 | 15,435 |
| Americas Building Solutions | 1,661 | 2,148 | 1,738 | 1,470 | 7,017 |
| Europe Materials Solutions | 2,178 | 2,614 | 2,617 | 2,281 | 9,690 |
| Europe Building Solutions | 693 | 783 | 693 | 638 | 2,807 |
| Total revenues | 6,427 | 9,709 | 10,128 | 8,685 | 34,949 |
| Adjusted EBITDA* | |||||
| Americas Materials Solutions | (35) | 935 | 1,284 | 875 | 3,059 |
| Americas Building Solutions | 301 | 474 | 391 | 276 | 1,442 |
| Europe Materials Solutions | 68 | 515 | 446 | 366 | 1,395 |
| Europe Building Solutions | 52 | 90 | 69 | 69 | 280 |
| Total Adjusted EBITDA* | 386 | 2,014 | 2,190 | 1,586 | 6,176 |
| Depreciation, depletion and amortization | |||||
| Americas Materials Solutions | 186 | 195 | 195 | 205 | 781 |
| Americas Building Solutions | 75 | 73 | 73 | 78 | 299 |
| Europe Materials Solutions | 101 | 111 | 112 | 140 | 464 |
| Europe Building Solutions | 22 | 22 | 22 | 23 | 89 |
| Total depreciation, depletion and amortization | 384 | 401 | 402 | 446 | 1,633 |
| For the three months ended | For the year ended | ||||
| Non-GAAP reconciliation (unaudited) | March 31, 2023 | June 30,<br> 2023 | September 30, 2023 | December 31, 2023 | December 31, 2023 |
| Net (loss) income | (31) | 1,212 | 1,318 | 573 | 3,072 |
| Loss (income) from equity method investments | 6 | (13) | (14) | 38 | 17 |
| Income tax (benefit) expense | (14) | 379 | 416 | 144 | 925 |
| Pension income excluding current service cost component (i) | – | (2) | (1) | – | (3) |
| Other interest, net (i) | – | – | – | 5 | 5 |
| Interest expense | 81 | 73 | 131 | 91 | 376 |
| Interest income | (40) | (36) | (62) | (68) | (206) |
| Depreciation, depletion and amortization | 384 | 401 | 402 | 446 | 1,633 |
| Loss on impairments (ii) | – | – | – | 357 | 357 |
| Adjusted EBITDA* | 386 | 2,014 | 2,190 | 1,586 | 6,176 |
(i) Pension income excluding current service cost component and other interest, net have been included in Other nonoperating income (expense), net in the Consolidated Statements of Income.
(ii) For the year ended December 31, 2023, the total loss on impairments comprised of $62 million within Americas Materials Solutions and $295 million within Europe Materials Solutions.
*Adjusted EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, loss on impairments, gain/loss on divestitures, income/loss from equity method investments, substantial acquisition-related costs and pension expense/income excluding current service cost component. It is quoted by management in conjunction with other GAAP and non-GAAP financial measures to aid investors in their analysis of the performance of the Company. Adjusted EBITDA by segment is monitored by management in order to allocate resources between segments and to assess performance. Reconciliation to its nearest GAAP measure is presented above.
CRH Quarterly Information 2023 6
Earnings Per Share (EPS)
(In $ millions, except share and per share data)
| Unaudited, for the three months ended | Audited, for the year ended | ||||
|---|---|---|---|---|---|
| March 31, 2023 | June 30,<br> 2023 | September 30, 2023 | December 31, 2023 | December 31, 2023 | |
| Numerator | |||||
| Net (loss) income | (31) | 1,212 | 1,318 | 573 | 3,072 |
| Net (income) attributable to redeemable noncontrolling interests | (2) | (10) | (9) | (7) | (28) |
| Net loss (income) attributable to noncontrolling interests | 5 | (3) | (3) | 135 | 134 |
| Adjustment of redeemable noncontrolling interests to redemption value | (10) | (2) | (6) | (6) | (24) |
| Net (loss) income attributable to CRH plc for EPS - basic and diluted | (38) | 1,197 | 1,300 | 695 | 3,154 |
| Denominator | |||||
| Weighted average common shares outstanding – Basic (i) | 742.9 | 734.7 | 718.2 | 700.5 | 723.9 |
| Effect of dilutive employee share awards (ii) | - | 3.5 | 3.9 | 4.8 | 5.3 |
| Weighted average common shares outstanding – Diluted | 742.9 | 738.2 | 722.1 | 705.3 | 729.2 |
| (Loss) earnings per share attributable to CRH plc | |||||
| Basic | ($0.05) | $1.63 | $1.81 | $0.99 | $4.36 |
| Diluted | ($0.05) | $1.62 | $1.80 | $0.99 | $4.33 |
(i) The weighted average number of common shares included in the computation of basic and diluted earnings per share has been adjusted to exclude shares repurchased and held by the Company as Treasury Stock given that these shares do not rank for dividend.
(ii) Common shares that would only be issued contingent on certain conditions totaling 6,928,751, 5,700,540, 5,336,581 and 4,677,404 at March 31, June 30, September 30 and December 31, 2023, respectively, are excluded from the computation of diluted earnings per share where the conditions governing exercisability have not been satisfied as of the end of the reporting period or they are antidilutive for the periods presented. In periods of loss, shares that otherwise would have been included in our diluted weighted average common shares outstanding computation have been excluded.
CRH Quarterly Information 2023 7
Appendix 2 - Disclaimer
The financial information presented in this document does not constitute statutory financial statements for the purposes of Chapter 4 of Part 6 of the Companies Act 2014. The Company’s statutory financial statements for the year ended December 31, 2023 prepared in accordance with IFRS, upon which the auditors expressed an unqualified opinion, were published on March 15, 2024 and are expected to be delivered to the Registrar of Companies of Ireland within 56 days of the annual return date in 2024.
CRH Quarterly Information 2023 8