8-K

EAGLE MATERIALS INC (EXP)

8-K 2020-10-29 For: 2020-10-29
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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): October 29, 2020

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 October 29, 2020, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended September 30, 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 October 29, 2020 issued by Eagle Materials Inc. (announcing quarterly operating results)
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL.

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<br> <br>D. Craig Kesler<br> <br>Executive Vice President – Finance and Administration and Chief Financial Officer

Date: October 29, 2020

EX-99.1

EXHIBIT 99.1

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

News For Immediate Release

EAGLE MATERIALS REPORTS RECORD SECOND QUARTER RESULTS

EPS FROM CONTINUING OPERATIONS UP 20%

ON RECORD REVENUE OF $448 MILLION

DALLAS, TX (October 29, 2020) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the second quarter of fiscal 2021 ended September 30, 2020. Notable items for the quarter are highlighted below (unless otherwise noted, all comparisons are with the prior year’s fiscal second quarter):

Second Quarter Fiscal 2021 Results

Record second quarter revenue of $447.7 million, up 12%
Record second quarter diluted earnings per share from continuing operations of $2.16, up 20%<br>
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Net earnings from continuing operations include a non-recurring tax<br>benefit of $5.9 million, or $0.14 per share, due to regulations issued during the quarter clarifying the calculation of certain interest deduction limitations.
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Commenting on the second quarter results, Michael Haack, President and CEO, said, “We are pleased to have delivered another quarter of record revenue and net earnings growth while further strengthening our balance sheet. Our end markets remain resilient as COVID-related uncertainty persists: the housing market continued its strong rebound, and cement demand remained robust, despite wet weather in the first half of September. Our wallboard shipments were up 6%, and we shipped an all-time record 2.2 million tons of cement during the quarter. We generated strong operating cash flow, which, combined with the receipt of the majority of our tax refund in the quarter, significantly improved our balance sheet and liquidity position.”

Mr. Haack continued, “We also achieved a major strategic goal of exiting a non-core business with the sale of our Oil and Gas Proppants business in September. We are very pleased with our second-quarter performance and the resilience of our markets, and we are closely monitoring the disruptions caused by the COVID-19 pandemic and their possible impact on our business in current and future periods. We 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 $324.4 million, a 15% improvement. Heavy Materials operating earnings increased 15% to $85.2 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 22% to $278.1 million and operating earnings were a record $79.9 million, up 20%. These increases reflect improved Cement net sales prices and the contribution of the recently acquired Kosmos Cement Business, which accounted for approximately $50.0 million of revenue and $14.4 million of operating earnings during the quarter.

The average net sales price for the quarter increased 2% to $111.59 per ton. Excluding the impact from the Kosmos Cement Business, the average net sales price increased 4%. Cement sales volume for the quarter was a record 2.2 million tons, up 23% versus the prior year. Excluding sales volume from the recently acquired Kosmos Cement Business and the impact from selling our Northern California concrete business, our Cement sales volume would have been up 1%.

Concrete and Aggregates revenue decreased 17% to $46.3 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 1%. Second quarter operating earnings for Concrete and Aggregates were down 28% to $5.3 million, primarily reflecting the sale of our northern California businesses. Excluding the results from the sold businesses, operating earnings decreased 8% reflecting lower concrete sales volume.

Light Materials: Gypsum Wallboard andPaperboard

Revenue in the Light Materials sector, which includes Gypsum Wallboard and Paperboard, increased 1% from the prior year, as improved sales volume was partially offset by lower pricing. Gypsum Wallboard sales volume was a second quarter record 720 million square feet (MMSF), up 6%, while the average Gypsum Wallboard net sales price declined 3% to $143.41 per MSF.

Paperboard sales volume for the quarter also increased 1% to a record 87,000 tons. The average Paperboard net sales price was $513.11 per ton, up 8% from the prior year, consistent with the pricing provisions in our long-term sales agreements.

Operating earnings were $48.3 million in the sector, a decline of 1%, reflecting improved Wallboard and Paperboard sales volume offset by lower Wallboard net sales prices.

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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 purchase price was $2 million, paid in shares of Smart Sand, Inc. The Company also agreed to make available up to $5 million in loans for working capital and expenses of the sold business for up to one-year, after which, any unpaid borrowings will convert to a note receivable maturing in September 2024. The sale of the business resulted in a $9 million gain on sale. The gain on sale and 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.

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, October 29, 2020. 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.

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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. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the timethe 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 from what is expressed orforecast 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 infrastructureexpenditures; 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 our control; availability of raw materials;changes in energy costs including, without limitation, natural gas, coal and oil; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime andinterruption 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, includingfluctuations in the level of fracturing activities and the demand for frac sand and changes in processes or substitutions in materials used in well fracturing; inability to timely execute announced capacity expansions; difficulties and delays in thedevelopment 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 future litigation orarbitration 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 cement industries;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 or the executionor 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 construction materials orincreases 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>September 30, Six Months Ended<br>September 30,
2020 2019 2020 2019
Revenue $ 447,684 $ 400,569 $ 874,673 $ 755,934
Cost of Goods Sold 324,835 291,549 649,527 568,820
Gross Profit 122,849 109,020 225,146 187,114
Equity in Earnings of Unconsolidated JV 10,577 12,357 18,373 21,789
Corporate General and Administrative Expenses (11,109 ) (13,458 ) (28,898 ) (34,712 )
Gain on Sale of Businesses 51,973
Other Non-Operating (Loss) Income (90 ) 585 (399 ) 723
Earnings from Continuing Operations before Interest and Income Taxes 122,227 108,504 266,195 174,914
Interest Expense, net (12,556 ) (10,137 ) (26,597 ) (18,983 )
Earnings from Continuing Operations before Income Taxes 109,671 98,367 239,598 155,931
Income Tax Expense (19,800 ) (23,303 ) (52,636 ) (37,534 )
Earnings from Continuing Operations $ 89,871 $ 75,064 $ 186,962 $ 118,397
Gain (Loss) from Discontinued Operations, net of tax 6,163 (3,271 ) 5,278 (5,300 )
Net Earnings $ 96,034 $ 71,793 $ 192,240 $ 113,097
BASIC EARNINGS (LOSS) PER SHARE
Continuing Operations $ 2.17 $ 1.81 $ 4.51 $ 2.77
Discontinued Operations $ 0.15 $ (0.08 ) $ 0.13 $ (0.12 )
Net Earnings $ 2.32 $ 1.73 $ 4.64 $ 2.65
DILUTED EARNINGS (LOSS) PER SHARE
Continuing Operations $ 2.16 $ 1.80 $ 4.49 $ 2.75
Discontinued Operations $ 0.15 $ (0.08 ) $ 0.13 $ (0.12 )
Net Earnings $ 2.31 $ 1.72 $ 4.62 $ 2.63
AVERAGE SHARES OUTSTANDING
Basic 41,450,013 41,572,127 41,430,511 42,714,896
Diluted 41,649,319 41,833,775 41,606,401 42,985,715

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Attachment 2

Eagle Materials Inc.

Revenue and Earnings by Lines of Business

(dollars in thousands)

(unaudited)

Quarter Ended<br>September 30, Six Months Ended<br>September 30,
2020 2019 2020 2019
Revenue*
Heavy Materials:
Cement (Wholly Owned) $ 244,602 $ 190,422 $ 474,682 $ 353,977
Concrete and Aggregates 46,300 55,564 90,384 94,965
290,902 245,986 565,066 448,942
Light Materials:
Gypsum Wallboard 131,210 128,660 261,360 255,384
Gypsum Paperboard 25,572 25,923 48,247 51,608
156,782 154,583 309,607 306,992
Total Revenue $ 447,684 $ 400,569 $ 874,673 $ 755,934
Segment Operating Earnings
Heavy Materials:
Cement (Wholly Owned) $ 69,336 $ 54,169 $ 121,995 $ 80,858
Cement (Joint Venture) 10,577 12,357 18,373 21,789
Concrete and Aggregates 5,255 7,255 10,673 11,689
85,168 73,781 151,041 114,336
Light Materials:
Gypsum Wallboard 37,606 38,456 78,931 76,388
Gypsum Paperboard 10,652 10,095 13,547 20,039
48,258 48,551 92,478 96,427
Other Operations (955 ) (1,860 )
Sub-total 133,426 121,377 243,519 208,903
Corporate General and Administrative Expense (11,109 ) (13,458 ) (28,898 ) (34,712 )
Gain on Sale of Businesses 51,973
Other Non-Operating Income (90 ) 585 (399 ) 723
Earnings from Continuing Operations before Interest and Income Taxes $ 122,227 $ 108,504 $ 266,195 $ 174,914
* 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>September 30, Six Months Ended<br>September 30,
2020 2019 Change 2020 2019 Change
Cement (M Tons):
Wholly Owned 1,947 1,529 +27 % 3,813 2,847 +34 %
Joint Venture 233 249 -6 % 452 481 -6 %
2,180 1,778 +23 % 4,265 3,328 +28 %
Concrete (M Cubic Yards) 357 428 -17 % 705 738 -4 %
Aggregates (M Tons) 475 1,060 -55 % 950 1,859 -49 %
Gypsum Wallboard (MMSFs) 720 681 +6 % 1,424 1,341 +6 %
Paperboard (M Tons):
Internal 39 33 +18 % 69 66 +5 %
External 48 53 -9 % 95 101 -6 %
87 86 +1 % 164 167 -2 %
Average Net Sales Price*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Quarter Ended<br>September 30, Six Months Ended<br>September 30,
2020 2019 Change 2020 2019 Change
Cement (Ton) $ 111.59 $ 109.35 +2 % $ 110.38 $ 109.51 +1 %
Concrete (Cubic Yard) $ 116.55 $ 107.69 +8 % $ 115.10 $ 105.94 +9 %
Aggregates (Ton) $ 10.02 $ 9.25 +8 % $ 9.90 $ 9.42 +5 %
Gypsum Wallboard (MSF) $ 143.41 $ 148.16 -3 % $ 144.83 $ 149.53 -3 %
Paperboard (Ton) $ 513.11 $ 475.98 +8 % $ 489.13 $ 492.71 -1 %
* Net of freight and delivery costs billed to customers.
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Intersegment and Cement Revenue
--- --- --- --- --- --- --- --- ---
Quarter Ended<br>September 30, Six Months Ended<br>September 30,
2020 2019 2020 2019
Intersegment Revenue:
Cement $ 6,267 $ 6,703 $ 12,298 $ 10,956
Concrete and Aggregates 407 106 784
Paperboard 20,499 15,924 34,568 32,939
$ 26,766 $ 23,034 $ 46,972 $ 44,679
Cement Revenue:
Wholly Owned $ 244,602 $ 190,422 $ 474,682 $ 353,977
Joint Venture 27,193 29,888 52,493 57,393
$ 271,795 $ 220,310 $ 527,175 $ 411,370

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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 200,858 $ 53,684 $ 118,648
Restricted Cash 5,000
Accounts and Notes Receivable, net 177,138 170,268 145,808
Inventories 227,106 233,661 272,121
Federal Income Tax Receivable 28,671 128,413
Prepaid and Other Assets 9,634 7,520 6,135
Current Assets of Discontinued Operations 21,922 7,092
Total Current Assets 648,407 487,055 678,217
Property, Plant and Equipment, net 1,706,200 1,268,495 1,756,417
Investments in Joint Venture 74,331 71,662 73,958
Operating Lease Right of Use Asset 28,139 40,605 29,483
Notes Receivable 8,287 6,436 9,139
Goodwill and Intangibles 394,524 230,619 396,463
Assets from Discontinued Operations 210,715 6,739
Other Assets 11,395 10,624 10,604
2,871,283 $ 2,326,211 $ 2,961,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities –
Accounts Payable and Accrued Liabilities 156,275 $ 139,511 $ 154,625
Operating Lease Liabilities 6,810 5,971 6,585
Current Portion of Senior Notes 36,500
Current Liabilities of Discontinued Operations 12,793 8,487
Total Current Liabilities 163,085 194,775 169,697
Long-term Liabilities 79,005 67,816 74,071
Bank Credit Facility 245,000 585,000 560,000
Bank Term Loan 661,621 660,761
4.500% Senior Unsecured Notes due 2026 346,095 345,426 346,554
Deferred Income Taxes 208,446 98,298 166,667
Liabilities from Discontinued Operations 24,141 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 41,816,942;<br>41,625,996 and 41,649,041 Shares, respectively 418 416 416
Capital in Excess of Par Value 18,584 2,990 10,943
Accumulated Other Comprehensive Losses (3,276 ) (3,248 ) (3,581 )
Retained Earnings 1,152,305 1,010,597 960,065
Total Stockholders’ Equity 1,168,031 1,010,755 967,843
2,871,283 $ 2,326,211 $ 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 September 30, 2020 and 2019:

Depreciation, Depletion and Amortization
Quarter Ended<br>September 30,
2020 2019
Cement $ 19,258 $ 13,868
Concrete and Aggregates 2,698 2,754
Gypsum Wallboard 5,661 5,147
Paperboard 3,344 2,203
Corporate and Other 1,201 598
$ 32,162 $ 24,570

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