8-K

EAGLE MATERIALS INC (EXP)

8-K 2021-01-28 For: 2021-01-28
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Added on April 07, 2026

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): January 28, 2021

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 1-12984 75-2520779
(State or Other Jurisdiction<br> <br>of Incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
5960 Berkshire Ln., Suite 900<br> <br>Dallas, Texas 75225
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 432-2000

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol(s) Name of each exchange<br> <br>on which registered
Common Stock, $0.01 par value EXP 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(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition

On January 28, 2021, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended December 31, 2020. A copy of Eagle’s earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
Exhibit<br>Number Description
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99.1 Earnings Press Release dated January 28, 2021 issued by Eagle Materials Inc. (announcing quarterly operating results)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

EAGLE MATERIALS INC.
By: /s/ D. Craig Kesler
D. Craig Kesler
Executive Vice President – Finance and Administration and Chief Financial Officer

Date: January 28, 2021

EX-99.1

EXHIBIT 99.1

Contact at 214-432-2000
Michael R. Haack
President and CEO
D. Craig Kesler
Executive Vice President & CFO
Robert S. Stewart
Executive Vice President

News For Immediate Release

EAGLE MATERIALS REPORTS THIRD QUARTER RESULTS

EPS FROM CONTINUING OPERATIONS OF $1.94

ON REVENUE OF $405 MILLION

DALLAS, TX (January 28, 2021) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the third quarter of fiscal 2021 ended December 31, 2020. Notable items for the quarter are highlighted below (unless otherwise noted, all comparisons are with the prior year’s fiscal third quarter):

Third Quarter Fiscal 2021 Results

Record third quarter revenue of $404.7 million, up 18%
Third quarter diluted earnings per share from continuing operations of $1.94, up 87%
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Prior-year diluted earnings per share include an asset impairment charge of $0.47 related to continuing<br>operations
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Commenting on the third quarter results, Michael Haack, President and CEO, said, “Our third quarter results demonstrate the overall resilience of our portfolio. Despite continued pandemic-related economic uncertainty, our wallboard shipments were up 9%, a third quarter record for American Gypsum, and our cement shipments were up 28%, reflecting the strong performance of the recently acquired Kosmos Cement Business and the strength of our core markets. We continued to generate strong operating cash flow, which significantly improved our balance sheet and liquidity position providing us with increased financial flexibility.”

Mr. Haack continued, “As we continue to navigate the COVID-19 environment, I want to thank our team for their exceptional work under extraordinary circumstances, delivering strong results, remaining focused on the integration of Kosmos and keeping our strategic projects on schedule. We continue to closely monitor the disruptions caused by the COVID-19 pandemic and their possible impact on our business in current and future periods. We also continue to enforce strict health and safety protocols to protect our employees, customers and business partners, and we will continue to manage our cash flow prudently and protect our balance sheet.”

Segment Results

Heavy Materials: Cement, Concrete and Aggregates

Revenue in the Heavy Materials sector, which includes Cement, Concrete and Aggregates, as well as Joint Venture and intersegment Cement revenue, was $277.6 million, a 21% improvement. Heavy Materials operating earnings increased 31% to $75.5 million primarily because of improved Cement net sales prices and earnings from the recently acquired Kosmos Cement Business.

Cement revenue for the quarter, including Joint Venture and intersegment revenue, was up 28% to $234.1 million, and operating earnings were $70.4 million, up 30%. These increases reflect improved Cement net sales prices and the significant contribution of the recently acquired Kosmos Cement Business, which accounted for approximately $45 million of revenue and $13 million of operating earnings during the quarter.

The average net sales price for the quarter increased 2% to $111.91 per ton. Excluding the impact from the Kosmos Cement Business, the average net sales price increased 4%. Cement sales volume for the quarter was 1.8 million tons, up 28% versus the prior-year period. Excluding the impact from the Kosmos Cement Business, our Cement sales volume was flat with the prior-year period.

Concrete and Aggregates revenue decreased 7% to $43.5 million. The decline reflects the sale of our Northern California concrete and aggregates businesses during the first quarter of fiscal 2021. Excluding the results from the sold businesses, Concrete and Aggregates revenue was up 13%. Third quarter operating earnings for Concrete and Aggregates increased 52% to $5.1 million, primarily reflecting improvements in organic Concrete sales volume, Concrete sales prices, and operating efficiencies, as well as lower diesel fuel costs.

Light Materials: Gypsum Wallboard and Paperboard

Revenue in the Light Materials sector, which includes Gypsum Wallboard and Paperboard, increased 8%, reflecting improved Wallboard sales volume and pricing. Gypsum Wallboard sales volume was a third quarter record of 727 million square feet (MMSF), up 9%, while the average Gypsum Wallboard net sales price increased 1% to $147.87 per MSF. Given the improved demand outlook for single-family construction activity in the US and increasing demand for our products, our American Gypsum wallboard business implemented a wallboard price increase during the quarter and another increase in early January.

Paperboard sales volume for the quarter declined 1% to 79,000 tons. The average Paperboard net sales price was $484.92 per ton, up 5% from the prior year, consistent with the pricing provisions in our long-term sales agreements.

Operating earnings were $48.0 million in the sector, an increase of 1%, reflecting improved Wallboard sales volume and pricing, partially offset by higher operating costs, primarily due to higher recycled fiber costs.

Sale of Oil and Gas Proppants Business

On September 18, 2020, the Company sold its Oil and Gas Proppants business to Smart Sand, Inc. The current-year and prior-year financial results of the Oil and Gas Proppants segment have been classified as Discontinued Operations on the Statement of Earnings. The assets and liabilities of the Oil and Gas Proppants segment have been reflected on separate lines for Discontinued Operations on the Balance Sheet.

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Planned Separation of Heavy Materials and Light Materials Businesses

As previously announced on May 30, 2019, the Company plans to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spin-off to Eagle shareholders. We remain committed to the separation and continue to make preparations to ensure that the two businesses are well-positioned for the separation, although the timing of the separation remains uncertain given the effects of the COVID-19 pandemic.

Details of Financial Results

We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the Joint Venture). We use the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture’s revenue and operating earnings, which is consistent with the way management organizes the segments within the Company for making operating decisions and assessing performance.

In addition, for segment reporting purposes, we report intersegment revenue as a part of a segment’s total revenue. Intersegment sales are eliminated on the consolidated income statement. Refer to Attachment 3 for a reconciliation of these amounts.

About Eagle Materials Inc.

Eagle Materials Inc. manufactures and distributes Portland Cement, Gypsum Wallboard, Recycled Gypsum Paperboard and Concrete and Aggregates from more than 70 facilities across the US. Eagle’s corporate headquarters is in Dallas, Texas.

Eagle’s senior management will conduct a conference call to discuss the financial results, forward looking information and othermatters at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on Thursday, January 28, 2021. The conference call will be webcast on the Eagle website, eaglematerials.com. A replay of the webcast and the presentation will be archived on thewebsite for one year.

Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when theCompany is discussing its beliefs, estimates or expectations. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding futureevents which are subject to certain risks, uncertainties

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and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements.The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s businesses; public infrastructure expenditures; adverse weather conditions; thefact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; availability of raw materials; changes in energy costs including, withoutlimitation, natural gas, coal and oil; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; material nonpayment or non-performance by any of our key customers; fluctuations in or changes in the nature of activity in the oil and gas industry; inability to timely execute announced capacity expansions; difficulties anddelays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change and other environmental regulation); possible outcomes of pending or futurelitigation or arbitration proceedings; changes in economic conditions specific to any one or more of the Company’s markets; competition; cyber-attacks or data security breaches; announced increases in capacity in the gypsum wallboard and cementindustries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; risks related to pursuit of acquisitions, joint ventures and other transactions orthe execution or implementation of such transactions, including the integration of operations acquired by the Company; general economic conditions; and interest rates. For example, increases in interest rates, decreases in demand for constructionmaterials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) could affect the revenue and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels ofinfrastructure and construction spending could also adversely affect the Company’s result of operations. With respect to our acquisition of certain assets from Kosmos Cement Company, factors, risks and uncertainties that may cause actual futureevents and developments to vary materially from those anticipated in such forward-looking statements include, but are not limited to, failure to realize expected synergies from or other benefits of the transaction, significant difficultiesencountered in integration or unexpected ownership transition costs, unknown liabilities or other adverse developments affecting the assets acquired and the target business, including the effect on the acquired business of the same or similarfactors discussed above to which our Heavy Materials business is subject. Additionally, the proposed separation of our Heavy Materials and Light Materials businesses into two independent, publicly traded corporations is subject to various risksand uncertainties, including risks related to conditions in debt and equity markets and risks related to the effects of the COVID-19 pandemic, and may not be completed on the terms or timeline currentlycontemplated, or at all. Finally, any forward-looking statements made by the Company are subject to the risks and impacts associated with natural disasters, pandemics or other unforeseen events, including, without limitation, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on economic conditions, capital and financial markets. The COVID-19 pandemic and responses thereto may disrupt our business and are likely to have an adverse effect on demand for our products, attributable to, among other things, reductions in consumer spending, increasesin unemployment and decreases in revenues and construction budgets of state or local governments. These and other factors are described in the Company’s Annual Report on Form 10-K for thefiscal year ended March 31, 2020 and subsequent quarterly and annual reports upon filing. These reports are filed with the Securities and Exchange Commission. All forward-looking statements made herein are made as of thedate hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events orchanges in the Company’s expectations.

For additional information, contact at 214-432-2000.

Michael R. Haack

President and Chief Executive Officer

D. Craig Kesler

Executive Vice President and Chief Financial Officer

Robert S. Stewart

Executive Vice President, Strategy,Corporate Development and Communications

Attachment 1    Statement of Consolidated Earnings

Attachment 2    Revenue and Earnings by Lines of Business

Attachment 3    Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue

Attachment 4    Consolidated Balance Sheets

Attachment 5    Depreciation, Depletion and Amortization by Lines of Business

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Attachment 1

Eagle Materials Inc.

Statement of Consolidated Earnings

(dollars in thousands, except per share data)

(unaudited)

Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2020 2019 2020 2019
Revenue $ 404,667 $ 342,904 $ 1,279,340 $ 1,098,838
Cost of Goods Sold 291,288 249,701 940,815 818,521
Gross Profit 113,379 93,203 338,525 280,317
Equity in Earnings of Unconsolidated JV 10,083 10,700 28,456 32,489
Corporate General and Administrative Expenses (11,327 ) (13,794 ) (40,225 ) (48,506 )
Gain on Sale of Businesses 51,973
Impairment Losses (25,131 ) (25,131 )
Other Non-Operating Income 2,297 722 1,898 1,445
Earnings from Continuing Operations before Interest and Income Taxes 114,432 65,700 380,627 240,614
Interest Expense, net (9,360 ) (9,543 ) (35,957 ) (28,526 )
Earnings from Continuing Operations before Income Taxes 105,072 56,157 344,670 212,088
Income Tax Expense (23,879 ) (12,683 ) (76,515 ) (50,217 )
Earnings from Continuing Operations $ 81,193 $ 43,474 $ 268,155 $ 161,871
Gain (Loss) from Discontinued Operations, net of tax (158,106 ) 5,278 (163,406 )
Net Earnings (Loss) $ 81,193 $ (114,632 ) $ 273,433 $ (1,535 )
BASIC EARNINGS (LOSS) PER SHARE
Continuing Operations $ 1.96 $ 1.05 $ 6.47 $ 3.83
Discontinued Operations $ $ (3.82 ) $ 0.13 $ (3.87 )
Net Earnings $ 1.96 $ (2.77 ) $ 6.60 $ (0.04 )
DILUTED EARNINGS (LOSS) PER SHARE
Continuing Operations $ 1.94 $ 1.04 $ 6.43 $ 3.81
Discontinued Operations $ $ (3.82 ) $ 0.13 $ (3.87 )
Net Earnings $ 1.94 $ (2.77 ) $ 6.56 $ (0.04 )
AVERAGE SHARES OUTSTANDING
Basic 41,494,149 41,314,289 41,451,801 42,246,329
Diluted 41,834,590 41,615,495 41,682,541 42,527,360

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Attachment 2

Eagle Materials Inc.

Revenue and Earnings by Lines of Business

(dollars in thousands)

(unaudited)

Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2020 2019 2020 2019
Revenue*
Heavy Materials:
Cement (Wholly Owned) $ 201,741 $ 148,475 $ 676,423 $ 502,452
Concrete and Aggregates 43,530 46,797 133,914 141,762
245,271 195,272 810,337 644,214
Light Materials:
Gypsum Wallboard 135,658 125,070 397,018 380,454
Gypsum Paperboard 23,738 22,562 71,985 74,170
159,396 147,632 469,003 454,624
Total Revenue $ 404,667 $ 342,904 $ 1,279,340 $ 1,098,838
Segment Operating Earnings
Heavy Materials:
Cement (Wholly Owned) $ 60,351 $ 43,480 $ 182,346 $ 124,338
Cement (Joint Venture) 10,083 10,700 28,456 32,489
Concrete and Aggregates 5,075 3,334 15,748 15,023
75,509 57,514 226,550 171,850
Light Materials:
Gypsum Wallboard 40,792 38,484 119,723 114,872
Gypsum Paperboard 7,161 9,021 20,708 29,060
47,953 47,505 140,431 143,932
Other Operations (1,116 ) (2,976 )
Sub-total 123,462 103,903 366,981 312,806
Corporate General and Administrative Expense (11,327 ) (13,794 ) (40,225 ) (48,506 )
Gain on Sale of Businesses 51,973
Impairment Losses (25,131 ) (25,131 )
Other Non-Operating Income 2,297 722 1,898 1,445
Earnings from Continuing Operations before Interest and Income Taxes $ 114,432 $ 65,700 $ 380,627 $ 240,614
* Excluding Intersegment and Joint Venture Revenue listed on Attachment 3
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Attachment 3

Eagle Materials Inc.

Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue

(unaudited)

Sales Volume
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2020 2019 Change 2020 2019 Change
Cement (M Tons):
Wholly Owned 1,616 1,199 +35 % 5,429 4,046 +34 %
Joint Venture 226 240 -6 % 678 721 -6 %
1,842 1,439 +28 % 6,107 4,767 +28 %
Concrete (M Cubic Yards) 327 357 -8 % 1,032 1,095 -6 %
Aggregates (M Tons) 583 749 -22 % 1,533 2,608 -41 %
Gypsum Wallboard (MMSFs) 727 669 +9 % 2,151 2,010 +7 %
Paperboard (M Tons):
Internal 32 33 -3 % 101 99 +2 %
External 47 47 0 % 142 148 -4 %
79 80 -1 % 243 247 -2 %
Average Net Sales Price*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2020 2019 Change 2020 2019 Change
Cement (Ton) $ 111.91 $ 110.09 +2 % $ 110.84 $ 109.69 +1 %
Concrete (Cubic Yard) $ 116.88 $ 112.96 +3 % $ 115.66 $ 108.17 +7 %
Aggregates (Ton) $ 8.96 $ 9.20 -3 % $ 9.54 $ 9.36 +2 %
Gypsum Wallboard (MSF) $ 147.87 $ 146.46 +1 % $ 145.86 $ 148.51 -2 %
Paperboard (Ton) $ 484.92 $ 460.65 +5 % $ 487.76 $ 482.34 +1 %
* Net of freight and delivery costs billed to customers.
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Intersegment and Cement Revenue
--- --- --- --- --- --- --- --- ---
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2020 2019 2020 2019
Intersegment Revenue:
Cement $ 5,241 $ 6,174 $ 17,539 $ 17,130
Concrete and Aggregates 350 106 1,134
Paperboard 15,864 15,251 50,432 48,190
$ 21,105 $ 21,775 $ 68,077 $ 66,454
Cement Revenue:
Wholly Owned $ 201,741 $ 148,475 $ 676,423 $ 502,452
Joint Venture 27,110 28,382 79,603 85,775
$ 228,851 $ 176,857 $ 756,026 $ 588,227

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Attachment 4

Eagle Materials Inc.

Consolidated Balance Sheets

(dollars in thousands)

(unaudited)

March 31,
2019 2020*
ASSETS
Current Assets –
Cash and Cash Equivalents 142,784 $ 126,255 $ 118,648
Restricted Cash 5,000
Accounts and Notes Receivable, net 142,467 134,799 145,808
Inventories 228,667 233,727 272,121
Federal Income Tax Receivable 1,900 128,413
Prepaid and Other Assets 7,740 6,058 6,135
Current Assets of Discontinued Operations 6,960 7,092
Total Current Assets 528,558 507,799 678,217
Property, Plant and Equipment, net 1,680,646 1,262,464 1,756,417
Investments in Joint Venture 74,914 71,862 73,958
Operating Lease Right of Use Asset 26,927 26,117 29,483
Notes Receivable 8,353 9,192 9,139
Goodwill and Intangibles 393,454 230,099 396,463
Assets from Discontinued Operations 10,498 6,739
Other Assets 12,186 12,194 10,604
2,725,038 $ 2,130,225 $ 2,961,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities –
Accounts Payable and Accrued Liabilities 156,510 $ 146,467 $ 154,625
Operating Lease Liabilities 6,551 6,203 6,585
Current Liabilities of Discontinued Operations 10,656 8,487
Total Current Liabilities 163,061 163,326 169,697
Long-term Liabilities 77,391 68,431 74,071
Bank Credit Facility 585,000 560,000
Bank Term Loan 662,082 660,761
4.500% Senior Unsecured Notes due 2026 346,263 345,594 346,554
Deferred Income Taxes 215,059 50,391 166,667
Liabilities from Discontinued Operations 20,156 15,427
Stockholders’ Equity –
Preferred Stock, Par Value 0.01; Authorized 5,000,000
Shares; None Issued
Common Stock, Par Value 0.01; Authorized 100,000,000 Shares; Issued and Outstanding 41,939,310;<br>41,643,970 and 41,649,041 Shares, respectively 419 416 416
Capital in Excess of Par Value 30,516 8,325 10,943
Accumulated Other Comprehensive Losses (3,251 ) (3,215 ) (3,581 )
Retained Earnings 1,233,498 891,801 960,065
Total Stockholders’ Equity 1,261,182 897,327 967,843
2,725,038 $ 2,130,225 $ 2,961,020

All values are in US Dollars.

* From audited financial statements

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Attachment 5

Eagle Materials Inc.

Depreciation, Depletion and Amortization by Lines of Business

(dollars in thousands)

(unaudited)

The following tablepresents Depreciation, Depletion and Amortization by lines of business for the quarters ended December 31, 2020 and 2019:

Depreciation, Depletion and Amortization
Quarter Ended<br>December 31,
2020 2019
Cement $ 19,337 $ 14,189
Concrete and Aggregates 2,691 3,105
Gypsum Wallboard 5,340 5,050
Paperboard 3,509 2,244
Corporate and Other 1,203 578
$ 32,080 $ 25,166

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