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):
July 27, 2017
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12984 | 75-2520779 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas | 75219 | |||
| (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 from 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)) |
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 July 27, 2017, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended June 30, 2017. 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 |
Description | |
| 99.1 | Earnings Press Release dated July 27, 2017 issued by Eagle Materials Inc. (announcing quarterly operating results) | |
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: July 27, 2017
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Earnings Press Release dated July 27, 2017 issued by Eagle Materials Inc. (announcing quarterly operating results) | |
EXHIBIT 99.1
|
Contact at 214/432-2000 David B. Powers President & CEO D. Craig Kesler Executive Vice President & CFO Robert S. Stewart Executive Vice President
|
News For Immediate Release
EAGLE MATERIALS REPORTS FIRST QUARTER EPS UP 22%
ON RECORD REVENUES
DALLAS, TX (July 27, 2017) – Eagle Materials Inc. (NYSE: EXP) today reported financial results for the first quarter of fiscal 2018 ended June 30, 2017. Notable items for the quarter include (all comparisons, unless otherwise noted, are with the prior year’s first quarter):
Company First Quarter Results
| • | Record revenues of $366.1 million, up 23% |
| • | Net earnings per diluted share of $1.13, up 22% |
| • | Eagle’s first quarter financial results were impacted by approximately $1.5 million (pre-tax), or $0.02 per share, of costs associated with reduced production at one of its cement plants in connection with a plant modification project (described further below) |
| • | Eagle’s first quarter financial results also include approximately $1.2 million (pre-tax), or $0.02 per share, of acquisition and purchase accounting related costs |
First quarter earnings before interest and income taxes increased 22%, reflecting improved sales volumes and net sales prices across nearly all businesses and the financial results of the recently acquired cement plant in Fairborn, Ohio and related assets (the Fairborn Business).
Cement, Concrete and Aggregates
Cement revenues for the first quarter, including joint venture and intersegment revenues, totaled $182.9 million, which was 26% higher than the same quarter last year. The average net sales price for this quarter was $106.95 per ton, 6% higher than the same quarter last year. Total Cement sales volumes for the quarter were over 1.5 million tons, 21% higher than the same quarter a year ago. Like-for-like average net cement sales prices and sales volumes increased 4% and 7%, respectively, versus the first quarter of fiscal 2017 (comparison excludes cement sales from the Fairborn Business since its acquisition date).
Operating earnings from Cement for the first quarter were a record $43.2 million and 37% greater than the same quarter a year ago. The earnings improvement was driven primarily by improved average net cement sales prices and cement sales volumes and earnings from the Fairborn Business. During the quarter, our Nevada cement plant experienced reduced production
in connection with the installation of certain pollution control equipment to enable the plant to burn solid-waste fuels. The ability to use solid-waste fuel will lower energy costs in the future. The reduced production negatively affected the absorption of operating costs at the cement plant during the quarter. The project is expected to be completed in the fall.
Concrete and Aggregates reported revenues for the first quarter of $43.5 million, an increase of 26%. First quarter operating earnings were $6.0 million for the first quarter, a 63% improvement from the same quarter a year ago, reflecting improved concrete and aggregates pricing and concrete sales volumes.
Gypsum Wallboard and Paperboard
Gypsum Wallboard and Paperboard revenues for the first quarter totaled $153.9 million, which were 9% greater than the same quarter a year ago. The average Gypsum Wallboard net sales price this quarter was $159.01 per MSF, 1% greater than the same quarter a year ago. Gypsum Wallboard sales volume for the quarter of 654 million square feet (MMSF) represents an 11% increase from the same quarter last year. Paperboard sales volumes for the quarter were 79,000 tons, 5% less than the same quarter a year ago, reflecting the timing of third-party purchases. The average Paperboard net sales price this quarter was $549.69 per ton, 10% greater than the same quarter a year ago.
Gypsum Wallboard and Paperboard reported first quarter operating earnings of $48.8 million, down 4% from the same quarter last year. The earnings decline primarily reflects increased operating costs at our papermill due to the timing of our annual maintenance outage and higher recycled fiber costs, partially offset by improved Gypsum Wallboard sales volumes and sales prices.
Oil and Gas Proppants
Oil and Gas Proppants reported first quarter revenues of $18.9 million, a 271% increase from the prior year reflecting improved frac sand sales volumes and net sales prices. The first quarter’s operating loss of $2.0 million includes depreciation, depletion and amortization of $7.6 million.
Details of Financial Results
We conduct one of our cement plant operations, Texas Lehigh Cement Company LP, through a 50/50 joint venture (the “Joint Venture”). We utilize 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 revenues 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 revenues as a part of a segment’s total revenues. Intersegment sales are eliminated on the income statement. Refer to Attachment 3 for a reconciliation of the amounts referred to above.
2
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates, and Oil and Gas Proppants from 40 facilities across the US. Eagle is headquartered in Dallas, Texas.
Eagle’s senior management will conduct 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 July 27, 2017. The conference call will be webcast simultaneously on the Eagle Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be archived on that site for one year. For more information, contact Eagle at (214) 432-2000.
###
3
Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the 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 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 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 business; 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 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 and interruption of production; material nonpayment or non-performance by any of our key customers; fluctuations in activity in the oil and gas industry, including the level of fracturing activities and the demand for frac sand; inability to timely execute announced capacity expansions; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change regulation); possible outcomes of pending or future litigation or arbitration proceedings; changes in economic conditions specific to any one or more of the Company’s markets; competition; a cyber-attack or data security breach; announced increases in capacity in the gypsum wallboard, cement and frac sand industries; changes in the demand for residential housing construction or commercial construction; risks related to pursuit of acquisitions, joint ventures and other transactions; general economic conditions; and interest rates. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) could affect the revenues and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s result of operations. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017. This report is filed with the Securities and Exchange Commission. With respect to our completed acquisition of the Fairborn Business as described in this press release, factors, risks and uncertainties that may cause actual events and developments to vary materially from those anticipated in such forward-looking statements include, but are not limited to, failure to realize any expected synergies from or other benefits of the transaction, possible negative effects of consummation of the transaction, significant transaction or ownership transition costs, unknown liabilities or other adverse developments affecting the Fairborn Business, including the results of operations of the Fairborn Business prior and after the closing, the effect on the Fairborn Business of the same or similar factors discussed above to which our business is subject, including changes in market conditions in the construction industry and general economic and business conditions that may affect us following the acquisition. All forward-looking statements made herein are made as of the date 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 or changes in the Company’s expectations.
David B. Powers
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 Attachment 2 Attachment 3 Attachment 4 Attachment 5 |
Statement of Consolidated Earnings Revenues and Earnings by Lines of Business (Quarter) Sales Volume, Net Sales Prices and Intersegment and Cement Revenues Consolidated Balance Sheets Depreciation, Depletion and Amortization by Lines of Business |
4
Eagle Materials Inc.
Attachment 1
Eagle Materials Inc.
Statement of Consolidated Earnings
(dollars in thousands, except per share data)
(unaudited)
| Quarter Ended June 30, |
||||||||
| 2017 | 2016 | |||||||
| Revenues |
$ | 366,121 | $ | 297,504 | ||||
| Cost of Goods Sold |
280,062 | 225,549 | ||||||
|
|
|
|
|
|||||
| Gross Profit |
86,059 | 71,955 | ||||||
| Equity in Earnings of Unconsolidated Joint Venture |
9,876 | 7,980 | ||||||
| Corporate General and Administrative Expenses |
(9,679 | ) | (9,833 | ) | ||||
| Other, net |
757 | 1,075 | ||||||
|
|
|
|
|
|||||
| Earnings before Interest and Income Taxes |
87,013 | 71,177 | ||||||
| Interest Expense, net |
(7,483 | ) | (3,901 | ) | ||||
|
|
|
|
|
|||||
| Earnings before Income Taxes |
79,530 | 67,276 | ||||||
| Income Tax Expense |
(24,648 | ) | (21,932 | ) | ||||
|
|
|
|
|
|||||
| Net Earnings |
$ | 54,882 | $ | 45,344 | ||||
|
|
|
|
|
|||||
| NET EARNINGS PER SHARE |
||||||||
| Basic |
$ | 1.14 | $ | 0.94 | ||||
|
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|
|
|
|||||
| Diluted |
$ | 1.13 | $ | 0.93 | ||||
|
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|
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| AVERAGE SHARES OUTSTANDING |
||||||||
| Basic |
48,121,890 | 48,014,195 | ||||||
|
|
|
|
|
|||||
| Diluted |
48,655,553 | 48,522,207 | ||||||
|
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|
|
|
|||||
5
Eagle Materials Inc.
Attachment 2
Eagle Materials Inc.
Revenues and Segment Operating Earnings by Lines of Business
(dollars in thousands)
(unaudited)
| Quarter Ended June 30, |
||||||||
| 2017 | 2016 | |||||||
| Revenues* |
||||||||
| Gypsum Wallboard and Paperboard: |
||||||||
| Gypsum Wallboard |
$ | 126,813 | $ | 113,262 | ||||
| Gypsum Paperboard |
27,056 | 28,309 | ||||||
|
|
|
|
|
|||||
| 153,869 | 141,571 | |||||||
| Cement (Wholly Owned) |
149,836 | 116,369 | ||||||
| Oil and Gas Proppants |
18,910 | 5,096 | ||||||
| Concrete and Aggregates |
43,506 | 34,468 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 366,121 | $ | 297,504 | ||||
|
|
|
|
|
|||||
| Segment Operating Earnings |
||||||||
| Gypsum Wallboard and Paperboard: |
||||||||
| Gypsum Wallboard |
$ | 43,821 | $ | 39,336 | ||||
| Gypsum Paperboard |
4,938 | 11,227 | ||||||
|
|
|
|
|
|||||
| 48,759 | 50,563 | |||||||
| Cement: |
||||||||
| Wholly Owned |
33,305 | 23,620 | ||||||
| Joint Venture |
9,876 | 7,980 | ||||||
|
|
|
|
|
|||||
| 43,181 | 31,600 | |||||||
| Oil and Gas Proppants |
(2,026 | ) | (5,912 | ) | ||||
| Concrete and Aggregates |
6,021 | 3,684 | ||||||
| Other, net |
757 | 1,075 | ||||||
|
|
|
|
|
|||||
| Sub-total |
$ | 96,692 | $ | 81,010 | ||||
| Corporate General and Administrative Expense |
(9,679 | ) | (9,833 | ) | ||||
|
|
|
|
|
|||||
| Earnings before Interest and Income Taxes |
$ | 87,013 | $ | 71,177 | ||||
|
|
|
|
|
|||||
| * | Net of Intersegment and Joint Venture Revenues listed on Attachment 3. |
6
Eagle Materials Inc.
Attachment 3
Eagle Materials Inc.
Sales Volume, Net Sales Prices and Intersegment and Cement Revenues
(unaudited)
| Sales Volume | ||||||||||||
| Quarter Ended June 30, |
||||||||||||
| 2017 | 2016 | Change | ||||||||||
| Gypsum Wallboard (MMSF’s) |
654 | 587 | +11 | % | ||||||||
| Cement (M Tons): |
||||||||||||
| Wholly Owned |
1,268 | 1,033 | +23 | % | ||||||||
| Joint Venture |
243 | 218 | +11 | % | ||||||||
|
|
|
|
|
|||||||||
| 1,511 | 1,251 | +21 | % | |||||||||
| Paperboard (M Tons): |
||||||||||||
| Internal |
31 | 29 | +7 | % | ||||||||
| External |
48 | 54 | -11 | % | ||||||||
|
|
|
|
|
|||||||||
| 79 | 83 | -5 | % | |||||||||
| Concrete (M Cubic Yards) |
357 | 287 | +24 | % | ||||||||
| Aggregates (M Tons) |
895 | 944 | -5 | % | ||||||||
| Frac Sand (M Tons) |
315 | 74 | +326 | % | ||||||||
| Average Net Sales Price * | ||||||||||||
| Quarter Ended June 30, |
||||||||||||
| 2017 | 2016 | Change | ||||||||||
| Gypsum Wallboard (MSF) |
$ | 159.01 | $ | 157.69 | +1 | % | ||||||
| Cement (Ton) |
$ | 106.95 | $ | 100.63 | +6 | % | ||||||
| Paperboard (Ton) |
$ | 549.69 | $ | 498.92 | +10 | % | ||||||
| Concrete (Cubic Yard) |
$ | 98.96 | $ | 92.73 | +7 | % | ||||||
| Aggregates (Ton) |
$ | 9.22 | $ | 8.30 | +11 | % | ||||||
| * | Net of freight and delivery costs billed to customers. |
| Intersegment and Cement Revenues ($ in thousands) |
||||||||
| Quarter Ended June 30, |
||||||||
| 2017 | 2016 | |||||||
| Intersegment Revenues: |
||||||||
| Cement |
$ | 4,929 | $ | 3,535 | ||||
| Paperboard |
17,357 | 14,506 | ||||||
| Concrete and Aggregates |
413 | 283 | ||||||
|
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|
|||||
| $ | 22,699 | $ | 18,324 | |||||
|
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| Cement Revenues: |
||||||||
| Wholly Owned |
$ | 149,836 | $ | 116,369 | ||||
| Joint Venture |
28,170 | 24,888 | ||||||
|
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|
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| $ | 178,006 | $ | 141,257 | |||||
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7
Eagle Materials Inc.
Attachment 4
Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
| June 30, | March 31, | |||||||||||
| 2017 | 2016 | 2017* | ||||||||||
| ASSETS |
||||||||||||
| Current Assets – |
||||||||||||
| Cash and Cash Equivalents |
$ | 12,233 | $ | 9,180 | $ | 6,561 | ||||||
| Accounts and Notes Receivable, net |
175,002 | 142,298 | 136,313 | |||||||||
| Inventories |
244,886 | 240,999 | 252,846 | |||||||||
| Prepaid and Other Assets |
8,181 | 8,020 | 4,904 | |||||||||
|
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|
|||||||
| Total Current Assets |
440,302 | 400,497 | 400,624 | |||||||||
|
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|
|||||||
| Property, Plant and Equipment – |
2,454,800 | 2,083,592 | 2,439,438 | |||||||||
| Less: Accumulated Depreciation |
(919,732 | ) | (837,242 | ) | (892,601 | ) | ||||||
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|
|||||||
| Property, Plant and Equipment, net |
1,535,068 | 1,246,350 | 1,546,837 | |||||||||
| Investments in Joint Venture |
53,750 | 48,700 | 48,620 | |||||||||
| Notes Receivable |
653 | 2,652 | 815 | |||||||||
| Goodwill and Intangibles |
234,707 | 163,298 | 235,505 | |||||||||
| Other Assets |
15,110 | 27,588 | 14,723 | |||||||||
|
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|||||||
| $ | 2,279,590 | $ | 1,889,085 | $ | 2,247,124 | |||||||
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|||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||
| Current Liabilities – |
||||||||||||
| Accounts Payable |
$ | 78,763 | $ | 61,322 | $ | 92,193 | ||||||
| Accrued Liabilities |
53,288 | 40,509 | 55,379 | |||||||||
| Federal Income Tax Payable |
26,462 | 9,919 | 733 | |||||||||
| Current Portion of Senior Notes |
81,214 | 8,000 | 81,214 | |||||||||
|
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|
|
|||||||
| Total Current Liabilities |
239,727 | 119,750 | 229,519 | |||||||||
|
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|
|||||||
| Long-term Liabilities |
42,026 | 58,642 | 42,878 | |||||||||
| Bank Credit Facility |
200,000 | 373,000 | 225,000 | |||||||||
| Private Placement Senior Unsecured Notes |
36,500 | 117,714 | 36,500 | |||||||||
| 4.500% Senior Unsecured Notes due 2026 |
343,921 | — | 343,753 | |||||||||
| Deferred Income Taxes |
162,329 | 163,536 | 166,024 | |||||||||
| 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 48,547,960; 48,391,969 and 48,453,268 Shares, respectively |
485 | 484 | 485 | |||||||||
| Capital in Excess of Par Value |
151,141 | 144,076 | 149,014 | |||||||||
| Accumulated Other Comprehensive Losses |
(7,199 | ) | (11,097 | ) | (7,396 | ) | ||||||
| Retained Earnings |
1,110,660 | 922,980 | 1,061,347 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Stockholders’ Equity |
1,255,087 | 1,056,443 | 1,203,450 | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 2,279,590 | $ | 1,889,085 | $ | 2,247,124 | |||||||
|
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|
|
|
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|
|||||||
| * | From audited financial statements. |
8
Eagle Materials Inc.
Attachment 5
Eagle Materials Inc.
Depreciation, Depletion and Amortization by Lines of Business
(dollars in thousands)
(unaudited)
The following presents depreciation, depletion and amortization by segment for the quarters ended June 30, 2017 and 2016:
| Depreciation, Depletion and Amortization ($ in thousands) |
||||||||
| Quarter Ended June 30, |
||||||||
| 2017 | 2016 | |||||||
| Cement |
$ | 12,479 | $ | 8,611 | ||||
| Gypsum Wallboard |
4,442 | 4,762 | ||||||
| Paperboard |
2,137 | 2,100 | ||||||
| Oil and Gas Proppants |
7,606 | 5,184 | ||||||
| Concrete and Aggregates |
1,914 | 1,749 | ||||||
| Other |
369 | 457 | ||||||
|
|
|
|
|
|||||
| $ | 28,947 | $ | 22,863 | |||||
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9