8-K

EAGLE MATERIALS INC (EXP)

8-K 2023-01-26 For: 2023-01-26
View Original
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 26, 2023

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 26, 2023, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended December 31, 2022. 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
--- ---
99.1 Earnings Press Release dated January 26, 2023 issued by Eagle Materials Inc. (announcing quarterly operating results)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 26, 2023

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EX-99.1

EXHIBIT 99.1

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

NewsFor Immediate Release

EAGLE MATERIALS REPORTS RECORD THIRD QUARTER RESULTS

WITH 26% EPS GROWTH

DALLAS, TX (January 26, 2023) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the third quarter of fiscal 2023 ended December 31, 2022. 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 2023 Highlights

Record Revenue of $511 million, up 10%
Record Net Earnings of $117 million, up 14%, and Net Earnings per share of $3.20, up 26%<br>
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Adjusted EBITDA of $199 million, up 14%
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Adjusted EBITDA is a non-GAAP financial measure calculated by excluding non-routine items and certain non-cash expenses in the manner described in Attachment 6
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Repurchased 824,000 shares of Eagle’s common stock for $103 million
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Commenting on the results, Michael Haack, President and CEO, said, “We are pleased to announce another exceptional quarter at Eagle. In the third quarter, we achieved record revenue of $511 million and record EPS of $3.20, and we expanded gross margins by 110 bps to 31.0%. Third quarter performance was led by our Gypsum Wallboard business, in which margins expanded 400 bps. Construction activity remained healthy across our markets, despite delayed projects in the Midwest and Texas due to wet and extreme cold weather, which affected cement production and shipments. Utilization rates remained high across our network. During the quarter, we generated strong free cash flow and repurchased 824,000 shares of our common stock. Cash returned to shareholders in the quarter was approximately $113 million, bringing total cash returned to $342 million in the first nine months of the fiscal year.”

“We also continued to make strides towards our environmental stewardship goals, including expanding the production and sale of our eco-friendly Portland Limestone Cement during the quarter.”

Mr. Haack concluded, “Eagle’s heartland geographic footprint is well-positioned for long-term growth, supported by population-growth trends, shortages of residential units, and a multi-year federal highway bill further enhanced by state-level infrastructure spending. In the near term, we expect the strength in private non-residential and infrastructure construction activity to lessen the impact of affordability-driven headwinds in single-family residential construction.”

Segment Financial 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 up 3% to $311 million. Heavy Materials operating earnings declined 11% to $75 million, primarily because of lower Cement sales volume partially offset by higher Cement net sales prices. Cement sales volume was affected by lower cement inventory levels compared with the prior-year period as well as difficult weather conditions during this quarter.

Cement revenue for the quarter, including Joint Venture and intersegment revenue, was down 2% to $256 million, and operating earnings were down 9% to $72 million. The decline reflects lower Cement sales volume partially offset by higher net sales prices. The average net Cement sales price for the quarter increased 13% to $134.36 per ton. Cement sales volume for the quarter was 1.7 million tons, down 13% versus the prior-year period.

Concrete and Aggregates revenue increased 30% to $55 million, reflecting higher sales volume and Concrete pricing as well as the contribution of approximately $10 million from the acquired business in northern Colorado. Operating earnings for Concrete and Aggregates decreased 35% to $3 million, primarily reflecting higher input costs.

Light Materials: Gypsum Wallboard and Paperboard

Revenue in the Light Materials sector, which includes Gypsum Wallboard and Paperboard, increased 23% to $235 million, reflecting higher Wallboard and Paperboard sales volume and prices. Gypsum Wallboard sales volume increased 5% to 728 million square feet (MMSF), while the average Gypsum Wallboard net sales price increased 25% to $238.51 per MSF.

Paperboard sales volume for the quarter was down 5% to 77,000 tons. The average Paperboard net sales price was $594.93 per ton, up 2%, consistent with the pricing provisions in our long-term sales agreements.

Operating earnings in the sector were $95 million, up 51%, reflecting increased Wallboard sales volume and pricing and a sharp reduction in raw material costs, notably recycled fiber.

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.

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In addition, for segment reporting purposes, we report intersegment revenue as 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 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 willconduct a conference call to discuss the financial results, forward looking information and other matters at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on Thursday, January 26, 2023. The conference call will be webcast on the Eaglewebsite, eaglematerials.com. A replay of the webcast and the presentation will be archived on the website for one year.

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Forward-Looking Statements. This press release contains forward-looking statementswithin 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. Forward-looking statements may be identified by the context ofthe statement and generally arise when the Company is discussing its beliefs, estimates or expectations as to future events. These statements are not historical facts or guarantees of future performance but instead represent only the Company’sbelief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially fromwhat 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;fluctuations in public infrastructure expenditures; adverse weather conditions; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond ourcontrol; the availability and fluctuations in the cost of raw materials; changes in the costs of energy, including, without limitation, natural gas, coal and oil, and the nature of our obligations to counterparties under energy supply contracts,such as those related to market conditions (for example, spot market prices), governmental orders and other matters; 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; 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 or the nature or level of activity in any one or more of the markets or industries in which the Company or its customers are engaged; severe weather conditions (such as winterstorms, tornados and hurricanes) and their effects on our facilities, operations and contractual arrangements with third parties; competition; cyber-attacks or data security breaches; 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; the availability of acquisitions or other growth opportunities that meet ourfinancial return standards and fit our strategic focus; risks related to pursuit of acquisitions, joint ventures and other transactions or the execution or implementation of such transactions, including the integration of operations acquired by theCompany; general economic conditions, including inflation and recessionary conditions; and changes in interest rates and the resulting effects on the Company and demand for our products. For example, increases in interest rates, decreases in demandfor construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) or the cost of our raw materials could affect the revenue and operating earnings of our operations. In addition, changes innational or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s result of operations. Finally, any forward-looking statements made by the Company are subject to the risksand 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 itspublic health effects, as well as their impact on economic conditions, capital and financial markets. These and other factors are described in the Company’s Annual Report on Form 10-K forthe fiscal year ended March 31, 2022 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

Attachment 6    Reconciliation of Non-GAAP Financial Measures

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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,
2022 2021 2022 2021
Revenue $ 511,487 $ 462,941 $ 1,677,942 $ 1,448,405
Cost of Goods Sold 352,717 324,355 1,174,067 1,027,967
Gross Profit 158,770 138,586 503,875 420,438
Equity in Earnings of Unconsolidated JV 11,377 8,555 23,631 24,785
Corporate General and Administrative Expenses (12,497 ) (12,851 ) (37,944 ) (32,986 )
Loss on Early Retirement of Senior Notes (8,407 )
Other Non-Operating Income 2,210 3,207 911 5,941
Earnings before Interest and Income Taxes 159,860 137,497 490,473 409,771
Interest Expense, net (8,932 ) (5,651 ) (24,842 ) (24,891 )
Earnings before Income Taxes 150,928 131,846 465,631 384,880
Income Tax Expense (33,744 ) (29,367 ) (104,447 ) (84,949 )
Net Earnings $ 117,184 $ 102,479 $ 361,184 $ 299,931
NET EARNINGS PER SHARE
Basic $ 3.23 $ 2.56 $ 9.72 $ 7.30
Diluted $ 3.20 $ 2.53 $ 9.66 $ 7.23
AVERAGE SHARES OUTSTANDING
Basic 36,336,056 40,049,456 37,149,927 41,096,702
Diluted 36,605,982 40,458,049 37,395,586 41,493,339

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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,
2022 2021 2022 2021
Revenue*
Heavy Materials:
Cement (Wholly Owned) $ 220,974 $ 228,448 $ 754,853 $ 724,354
Concrete and Aggregates 55,176 42,384 186,407 139,888
276,150 270,832 941,260 864,242
Light Materials:
Gypsum Wallboard 212,016 163,584 652,981 502,836
Gypsum Paperboard 23,321 28,525 83,701 81,327
235,337 192,109 736,682 584,163
Total Revenue $ 511,487 $ 462,941 $ 1,677,942 $ 1,448,405
Segment Operating Earnings
Heavy Materials:
Cement (Wholly Owned) $ 60,938 $ 71,281 $ 209,811 $ 206,348
Cement (Joint Venture) 11,377 8,555 23,631 24,785
Concrete and Aggregates 2,692 4,115 15,700 16,998
75,007 83,951 249,142 248,131
Light Materials:
Gypsum Wallboard 87,335 60,841 261,164 190,425
Gypsum Paperboard 7,805 2,349 17,200 6,667
95,140 63,190 278,364 197,092
Sub-total 170,147 147,141 527,506 445,223
Corporate General and Administrative Expense (12,497 ) (12,851 ) (37,944 ) (32,986 )
Loss on Early Retirement of Senior Notes (8,407 )
Other Non-Operating Income 2,210 3,207 911 5,941
Earnings before Interest and Income Taxes $ 159,860 $ 137,497 $ 490,473 $ 409,771
* 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,
2022 2021 Change 2022 2021 Change
Cement (M Tons):
Wholly Owned 1,527 1,748 -13 % 5,313 5,583 -5 %
Joint Venture 172 215 -20 % 524 614 -15 %
1,699 1,963 -13 % 5,837 6,197 -6 %
Concrete (M Cubic Yards) 353 317 +11 % 1,210 1,063 +14 %
Aggregates (M Tons) 626 341 +84 % 2,333 1,183 +97 %
Gypsum Wallboard (MMSFs) 728 695 +5 % 2,309 2,194 +5 %
Paperboard (M Tons):
Internal 39 36 +8 % 115 109 +6 %
External 38 45 -16 % 131 143 -8 %
77 81 -5 % 246 252 -2 %
Average Net Sales Price*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2022 2021 Change 2022 2021 Change
Cement (Ton) $ 134.36 $ 118.44 +13 % $ 131.44 $ 117.49 +12 %
Concrete (Cubic Yard) $ 134.42 $ 122.36 +10 % $ 132.46 $ 120.17 +10 %
Aggregates (Ton) $ 11.70 $ 10.38 +13 % $ 11.21 $ 10.25 +9 %
Gypsum Wallboard (MSF) $ 238.51 $ 191.41 +25 % $ 230.01 $ 186.16 +24 %
Paperboard (Ton) $ 594.93 $ 585.54 +2 % $ 603.73 $ 535.55 +13 %
* 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,
2022 2021 2022 2021
Intersegment Revenue:
Cement $ 7,719 $ 5,301 $ 26,371 $ 18,357
Paperboard 24,453 21,238 71,819 59,501
$ 32,172 $ 26,539 $ 98,190 $ 77,858
Cement Revenue:
Wholly Owned $ 220,974 $ 228,448 $ 754,853 $ 724,354
Joint Venture 27,620 27,406 79,065 77,023
$ 248,594 $ 255,854 $ 833,918 $ 801,377

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Attachment 4

Eagle Materials Inc.

Consolidated Balance Sheets

(dollars in thousands)

(unaudited)

March 31,
2021 2022*
ASSETS
Current Assets –
Cash and Cash Equivalents 60,937 $ 17,392 $ 19,416
Accounts and Notes Receivable, net 172,543 170,661 176,276
Inventories 247,155 211,978 236,661
Federal Income Tax Receivable 5,466 8,890 7,202
Prepaid and Other Assets 5,177 6,426 3,172
Total Current Assets 491,278 415,347 442,727
Property, Plant and Equipment, net 1,641,638 1,626,990 1,616,539
Investments in Joint Venture 85,268 79,434 80,637
Operating Lease Right of Use Asset 20,651 23,923 23,856
Notes Receivable 8,556 8,486 8,485
Goodwill and Intangibles 467,703 389,002 387,898
Other Assets 15,076 16,939 19,510
2,730,170 $ 2,560,121 $ 2,579,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities –
Accounts Payable 106,571 $ 99,465 $ 113,679
Accrued Liabilities 85,723 87,206 86,754
Current Portion of Long-Term Debt 10,000
Operating Lease Liabilities 6,006 7,004 7,118
Total Current Liabilities 208,300 193,675 207,551
Long-term Liabilities 62,545 67,578 67,911
Bank Credit Facility 130,000 100,000 200,000
Bank Term Loan 185,000
2.500% Senior Unsecured Notes due 2031 739,215 737,949 738,265
Deferred Income Taxes 239,596 238,671 232,369
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 36,242,274;<br>39,766,043 and 38,710,929 Shares, respectively 362 398 387
Capital in Excess of Par Value
Accumulated Other Comprehensive Losses (3,105 ) (3,359 ) (3,175 )
Retained Earnings 1,168,257 1,225,209 1,136,344
Total Stockholders’ Equity 1,165,514 1,222,248 1,133,556
2,730,170 $ 2,560,121 $ 2,579,652

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, 2022 and 2021:

Depreciation, Depletion and Amortization
Quarter Ended<br>December 31,
2022 2021
Cement $ 20,582 $ 19,933
Concrete and Aggregates 4,402 2,294
Gypsum Wallboard 5,387 5,598
Paperboard 3,738 3,685
Corporate and Other 706 684
$ 34,815 $ 32,194

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Attachment 6

Eagle Materials Inc.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

(unaudited)

EBITDA and Adjusted EBITDA

We present Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA to provide more consistent comparison of operating performance from period to period. EBITDA is a non-GAAP financial measure that provides supplemental information regarding the operating performance of our business without regard to financing methods, capital structures or historical cost basis. Adjusted EBITDA is also a non-GAAP financial measure that further excludes the impact from non-routine items and stock-based compensation. Management uses EBITDA and Adjusted EBITDA as alternative bases for comparing the operating performance of Eagle from period to period and for purposes of its budgeting and planning processes. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in the same manner. Neither EBITDA nor Adjusted EBITDA should be considered in isolation or as an alternative to net income, cash flow from operations or any other measure of financial performance or liquidity in accordance with GAAP. The following shows the calculations of EBITDA and Adjusted EBITDA and reconciles them to net earnings in accordance with GAAP for the quarters ended December 31, 2022 and 2021:

Quarter Ended<br>December 31,
2022 2021
Net Earnings, as reported $ 117,184 $ 102,479
Income Tax Expense 33,744 29,367
Interest Expense 8,932 5,651
Depreciation, Depletion and Amortization 34,815 32,194
EBITDA $ 194,675 $ 169,691
Stock-based Compensation 4,088 4,261
Adjusted EBITDA $ 198,763 $ 173,952

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