United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 2022
Commission file number 1-12984
EAGLE MATERIALS INC. RETIREMENT PLAN
(Full title of the plan)
EAGLE MATERIALS INC.
5960 Berkshire Lane, Suite 900
Dallas, Texas 75225
(Name of issuer and address of principal executive office)
EAGLE MATERIALS INC. RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AT DECEMBER 31, 2022 AND 2021,
AND FOR THE YEAR ENDED DECEMBER 31, 2022
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PAGE NO. |
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS |
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AUDITED FINANCIAL STATEMENTS |
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3 |
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4 |
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5 |
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SUPPLEMENTAL SCHEDULES |
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Schedule H: Line 4a – Schedule of Delinquent Participant Contributions |
13 |
14 |
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15 |
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16 |
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EXHIBITS |
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23.1 Consent of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
Eagle Materials Inc. Retirement Plan
Dallas, Texas
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Eagle Materials Inc. Retirement Plan (the “Plan”) as of December 31, 2022, the related statement of changes in net assets available for benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at year end) as of December 31, 2022 and schedule of delinquent participant contributions for the year ended December, 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, LLP
This is the first year we have served as the Plan’s auditor.
Dallas, Texas
June 27, 2023
1
Report of Independent Registered Public Accounting Firm
To the Administrative Committee
Eagle Materials Inc. Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Eagle Materials Inc. Retirement Plan (the Plan) as of December 31, 2021 and 2020, and the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As a part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information contained in the accompanying schedule of assets (held at end of year) as of December 31, 2021 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ SUTTON FROST CARY LLP
We have served as the Plan’s auditor since 2008
Arlington, Texas
June 27, 2022
2
Eagle Materials Inc. Retirement Plan
Statements of Net Assets Available for Benefits
At December 31, 2022 and 2021
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December 31, |
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|||||
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2022 |
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2021 |
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Assets: |
|
|
|
|
|
|
||
Investments at fair value |
|
$ |
191,554,782 |
|
|
$ |
232,385,775 |
|
Fully benefit-responsive investment contract at contract value |
|
|
11,087,459 |
|
|
|
7,706,920 |
|
Total Investments |
|
|
202,642,241 |
|
|
|
240,092,695 |
|
Notes receivable from participants |
|
|
4,555,020 |
|
|
|
4,509,063 |
|
Employer's contribution receivable |
|
|
8,754,999 |
|
|
|
8,335,003 |
|
Total Assets |
|
|
215,952,260 |
|
|
|
252,936,761 |
|
Net Assets Available for Benefits |
|
$ |
215,952,260 |
|
|
$ |
252,936,761 |
|
See accompanying notes to financial statements.
3
Eagle Materials Inc. Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2022
Additions: |
|
|
|
|
Participating employers’ contributions |
|
$ |
10,253,060 |
|
Participant contributions |
|
|
11,935,801 |
|
Participant rollovers |
|
|
942,076 |
|
Interest and dividends from investments |
|
|
750,798 |
|
Interest income on notes receivable from participants |
|
|
254,742 |
|
Total additions |
|
|
24,136,477 |
|
Deductions: |
|
|
|
|
Benefits paid to participants |
|
|
(19,002,994 |
) |
Net losses from investments |
|
|
(42,086,499 |
) |
Administrative expenses |
|
|
(31,485 |
) |
Total deductions |
|
|
(61,120,978 |
) |
Net increase/(decrease) |
|
|
(36,984,501 |
) |
Net assets available for benefits at Beginning of Year |
|
|
252,936,761 |
|
Net assets available for benefits at End of Year |
|
$ |
215,952,260 |
|
See accompanying notes to financial statements.
4
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 1. DESCRIPTION OF THE PLAN
The following description of the Eagle Materials Inc. Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan, established April 1, 1994 and amended and restated January 1, 2019, is a defined contribution retirement plan covering eligible employees of Eagle Materials Inc. (the Company or Employer) and eligible employees of other related corporations which adopt the Plan with the Company’s consent. The Company and certain subsidiaries collectively comprise the “Participating Employers.” The Plan is administered by the Administrative Committee (the Committee) appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Acquisition and Sales of Subsidiaries
During April 2022, the Company purchased Raptor Materials (Raptor). Employees of Raptor were eligible to participate in the Plan beginning with the date of acquisition.
Eligibility
The Plan has three distinct types of eligible employees: (1) employees eligible to participate in the employer profit sharing contributions, (2) employees eligible to participate in employer matching contributions or (3) employees not eligible to participate in any employer contribution. Eligible employees may not participate in both employer profit sharing and matching contributions, except as provided by Plan exception. Eligible employees of the Participating Employers participate in profit sharing contributions on the earlier of January 1 or July 1 after completing one year of service, as defined. One year of service, for purposes of eligibility, is defined as a consecutive twelve month period during which the employee worked 1,000 hours, ending on the first anniversary of the employee’s date of hire. Hourly employees of Republic Paperboard Company, LLC, a subsidiary of the Company, may participate in matching contributions on the date the employee first performs an hour of service for the Employer, as defined. Hourly employees of Audubon Materials, Tulsa Cement Company, Illinois Cement Company, Fairborn Cement Company, Kosmos Cement Company, Nevada Cement Company and subsidiaries of the Company, may also participate in matching contributions during the calendar year. Eligible employees are automatically enrolled in the Plan upon eligibility unless they opt out of the plan.
A member of a group or class of employees covered by a collective bargaining agreement is not eligible to participate in the Plan unless such agreement extends the Plan to such group or class of employees.
Contributions
The Plan permits participants to contribute pre-tax up to 100% of their compensation, up to a statutory limit, as defined, to a 401(k) account upon the date of hire. Participants may contribute a portion of their compensation, as defined by the Plan, limited to the maximum amount permitted under the applicable Internal Revenue Code (the Code) regulations and the Plan document. Participants may also contribute amounts representing distributions from other qualified defined benefit and defined contribution plans. Participants who have been auto-enrolled in the Plan will be deemed to have elected to contribute 3% to the Plan. An Automatic Enrollment Participant who elects not to make Automatic Contributions or elects
5
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 1. DESCRIPTION OF THE PLAN (continued)
to cease such contributions to the Plan may elect to defer a percentage of his Compensation as Pre‑Tax Contributions, Roth Contributions, and/or After-Tax Contributions at any time.
Profit sharing contributions are made by the Participating Employers as determined by the Company’s Board of Directors. Profit sharing contributions are made to all eligible participants employed on December 31 of each year, and are allocated to participant accounts on a pro rata basis determined by each participant’s number of hours worked. Eligible employees of certain subsidiaries receive Employer nondiscretionary matching contributions. These matching contributions are generally allocated to each employee’s participant account based on a certain percentage of each employee’s eligible contribution, up to a certain percentage or dollar amount annually, as defined by the Plan. Participating Employers, at their sole discretion, may make qualified non-elective contributions to the Plan. No such contributions were made for the 2022 or 2021 Plan year. Forfeitures may be used to reduce employer profit sharing contributions or administrative expenses of the Plan. Accrued discretionary employer profit sharing contributions to the Plan were reduced by assumed forfeitures of $300,000 at December 31, 2022 and $300,000 at December 13, 2021. Forfeitures available for future use totaled approximately $409,000 and $450,000 at December 30, 2022 and 2021, respectively.
Participants direct the investment of their accounts into various registered investment company funds, collective trusts, a guaranteed investment contract, self-directed brokerage account, or the Eagle Materials Common Stock Fund (EXPSF). The EXPSF is a unitized stock fund.
Participants may allocate up to 15% of employer and participant contributions to the EXPSF, whereas up to 100% may be allocated to any other investment option offered by the Plan.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Company and are excluded from these financial statements. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.
Benefit Claims Payable
Amounts allocated to withdrawing participants for benefit claims that have been processed and approved for payment, but were not yet paid as of December 31, 2022 and 2021, totaled $0.
Vesting
Matching Contributions – Participants’ Employer nondiscretionary matching contributions do not vest until the completion of three years of vesting service, as defined.
Profit Sharing Contributions – Participants’ Employer profit sharing contributions do not fully vest until the completion of four years of vesting service, as defined.
Participants are fully vested in all contributions upon retirement, full and permanent disability, or death.
6
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 1. DESCRIPTION OF THE PLAN (continued)
The Plan provides for distributions when a participant terminates employment and the fair value of the participant’s vested accrued benefit is equal to or less than $5,000. A summary of such provisions follows:
Participants are always fully vested in their participant contributions, related earnings and participant rollovers.
Notes Receivable from Participants
Notes receivable from participants represent loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Plan participants may borrow from their accounts an amount generally not to exceed the lesser of $50,000 or 50% of their vested account balance. The repayment terms of loans may not exceed five years except for loans used to acquire a principal residence. Each loan bears interest at the Wall Street Journal prime rate plus one percent. Principal and interest are paid ratably through automatic payroll deductions. If a participant ceases to make loan repayments and the Plan administrator deems the loan to be a distribution, notes receivable from participants is reduced and a benefit payment is recorded.
Distributions
In accordance with the Plan document, distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59½; or distribution is available to satisfy a financial hardship meeting the requirements of the Internal Revenue Service (IRS) regulations. Distributions are made in a lump-sum payment, a direct rollover distribution, or a combination thereof.
Termination of the Plan
Although the Employer has not expressed intent to terminate the Plan, it may do so at any time subject to the requirements of ERISA. If the Plan is terminated, participants will become fully vested in their Participating Employers’ contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting. Distributions to participants are recorded when paid.
7
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Contributions and Contributions Receivables
The contributions are recorded on the accrual method of accounting. Contributions receivable are obligations arising from amounts owed to the Plan from the Employer that have not been included in the Plan's investments at year end.
Investment Valuation and Income Recognition
All of the Plan’s investments are included in a trust, and are governed by a trust agreement with the Trustee which is held accountable by and reports to the Committee.
Investments included in the trust are included in collective trusts and interests in registered investment companies, and are valued at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan presents the net change in fair value of common stock, mutual funds and collective trusts, which consists of realized gains or losses, unrealized appreciation (depreciation), and any income or capital gain distributions from such investments, in the accompanying statement of changes in net assets available for benefits.
Under the Fair Value Measurements and Disclosures topic of the Codification, ASC 820, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
Common Stock
Common stock is valued at the closing price reported on the New York Stock Exchange Composite Listing and is classified within level 1 of the valuation hierarchy.
8
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Mutual Funds
These investments are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market.
All security transactions are recorded on the trade date. Gains and losses on the disposals of investments are determined based on the average cost of all securities. Dividend income is recorded on the effective date of a declared dividend. Income from other investments is recorded as earned on an accrual basis.
Net investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2022 include Trustee and record keeper fees. Fund management fees and administrative fees are charged directly to the Plan.
Self-Directed Brokerage Accounts
Self-directed brokerage accounts include investments in various securities, primarily stocks, bonds, mutual funds and cash and cash equivalents. These investments are valued using quoted prices in active markets.
Collective Trusts
The Plan holds investments in collective trusts which are managed by the Trustee and which invest in assets, including fixed income investments, bonds and real estate. The fair value of the units of these investments is valued at NAV per unit, as determined by the Trustee. The NAV is used as the practical expedient to estimate fair value. The Collective trusts are direct filing entities.
Below are the Plan’s investments at fair value on a recurring basis by the fair value hierarchy levels described above:
|
|
Assets at Fair Value at December 31, 2022 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
|||
Mutual funds |
|
$ |
16,212,932 |
|
|
$ |
— |
|
|
$ |
16,212,932 |
|
Self-directed brokerage account |
|
|
2,462,477 |
|
|
|
231,711 |
|
|
|
2,694,188 |
|
Common stock |
|
|
8,953,160 |
|
|
|
— |
|
|
|
8,953,160 |
|
Collective trusts measured at NAV* |
|
|
— |
|
|
|
— |
|
|
|
163,694,502 |
|
Total Investments |
|
$ |
27,628,569 |
|
|
$ |
231,711 |
|
|
$ |
191,554,782 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Assets at Fair Value at December 31, 2021 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
|||
Mutual funds |
|
$ |
184,339,981 |
|
|
$ |
— |
|
|
$ |
184,339,981 |
|
Self-directed brokerage account |
|
|
2,472,292 |
|
|
|
230,333 |
|
|
|
2,702,625 |
|
Common stock |
|
|
11,960,650 |
|
|
|
— |
|
|
|
11,960,650 |
|
Collective trust measured at NAV* |
|
|
— |
|
|
|
— |
|
|
|
33,382,519 |
|
Total Investments |
|
$ |
198,772,923 |
|
|
$ |
230,333 |
|
|
$ |
232,385,775 |
|
* Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The investments measured at fair value using the NAV per share have a daily redemption frequency and have no commitments. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
9
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
There were no new or pending Accounting Pronouncements that impacted the Plan in 2022 or 2021, or that are expected to impact the Plan in 2023.
NOTE 3. GUARANTEED INVESTMENT CONTRACT
At December 31, 2022, the Plan holds an investment in the New York Life Anchor Account, which is a Guaranteed Insurance Contract (GIC). New York Life maintains the contributions in a general account. The account is credit with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported by New York Life. The issuer of the GIC is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
The GIC is fully benefit-responsive and contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the GIC. Contract value, as reported to the Plan by New York Life, represents contributions made under the contract, plus earnings, less participant withdrawals, and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
There are generally no events that limit the availability of the Plan to transact at the contract value paid within 90 days or in rare circumstances, contract value paid over time. There are no events that allow the issuer to terminate the contract and which require the Plan administrator to settle at an amount different than contract value paid either within 90 days or over time.
NOTE 4. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated July 21, 2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. On April 28, 2015, the Plan received an updated determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code reaffirming that the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification.
The Plan had no significant uncertain tax positions for the year ended December 31, 2022. The Plan’s Annual Return/Report of Employee Benefit Plan is subject to examination by the IRS for three years from the date of filing.
NOTE 5. RELATED PARTY TRANSACTIONS AND PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included as a reduction of the return earned on each fund.
The Trustee provides certain administrative services to the Plan pursuant to an agreement between the Company and the Trustee. The Trustee receives revenue from mutual fund and collective trust service providers for services the Trustee provides to the funds. This revenue is used to offset certain amounts owed to the Trustee for its administrative services to the Plan.
10
EAGLE MATERIALS INC. RETIREMENT PLAN
Notes to Financial Statements
December 31, 2022
NOTE 5. RELATED PARTY TRANSACTIONS AND PARTY-IN-INTEREST TRANSACTIONS (continued)
If the revenue received by the Trustee from such mutual fund or collective trust fund service providers exceeds the amount owed under the agreement between the Trustee and the Company, the Trustee remits the excess to the Plan’s trust. Such amounts may be applied to pay Plan administrative expenses.
The Company failed to timely remit contributions to the Plan totaling $51,008. These amounts were remitted and corrected with lost earnings in 2022.
The Plan invests in common stock of Eagle Materials Inc. (Eagle Stock). During the years ended December 31, 2022, and 2021, the Plan purchased and sold shares of Eagle Common Stock for approximately $471,000 and $454,000, respectively. The stock held in the Plan experienced net loss of approximately $2,314,000 in 2022.
NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2022 and 2021:
|
|
December 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net assets available for benefits per the financial statements |
|
$ |
215,952,260 |
|
|
$ |
252,936,761 |
|
Employer's contribution receivable |
|
|
(8,754,999 |
) |
|
|
(8,335,003 |
) |
Net assets available for benefits per the Form 5500 |
|
$ |
207,197,261 |
|
|
$ |
244,601,758 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
December 31, |
|
||
|
|
|
|
|
2022 |
|
||
Net increase in assets available for benefits reported in the financial statements |
|
|
|
|
$ |
(36,984,501 |
) |
|
Change in contributions receivable |
|
|
|
|
|
(419,996 |
) |
|
Change in net assets available for benefits per the Form 5500 |
|
|
|
|
$ |
(37,404,497 |
) |
|
NOTE 7. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date the financial statements were issued and all necessary disclosures have been included.
11
SUPPLEMENTAL SCHEDULES
12
Eagle Materials Inc. Retirement Plan
Schedule H, line 4a—Schedule of Delinquent Participant Contributions
EIN#: 75-2520779
PLAN#: 001
For the year ended December 31, 2022
Participant Contributions Transferred Late to Plan |
|
|
Total That Constitutes Nonexempt Prohibited Transactions |
|
|
Total Fully Corrected Under Voluntary Fiduciary Correction Program (VFCP) and Prohibited Transaction Exemptions 2002-51 |
|
|||||||||||
|
|
|
Contributions Not Corrected |
|
|
Contributions Corrected Outside VFCP |
|
|
Contributions Pending Correction in VFCP |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
$ |
51,008.13 |
|
|
$ |
- |
|
|
$ |
51,008.13 |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
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*Party-in-interest.
13
EAGLE MATERIALS INC. RETIREMENT PLAN
schedule h; line 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN#: 75-2520779
PLAN #: 001
DECEMBER 31, 2022
(a) |
|
(b) |
|
(C) |
|
(d) |
|
|
(e) |
|
||
|
|
American Funds |
|
Euro-Pacific Growth Fund Class R-6 |
|
** |
|
|
$ |
2,747,085 |
|
|
* |
|
Brokerage Link |
|
Participant Directed Investments |
|
** |
|
|
|
2,462,477 |
|
|
* |
|
Eagle Materials Inc. |
|
Common Stock |
|
** |
|
|
|
9,173,577 |
|
|
* |
|
Fidelity |
|
Government MMKT |
|
** |
|
|
|
11,294 |
|
|
|
|
Harbor Capital |
|
Appreciation Fund Retirement Class |
|
** |
|
|
|
6,404,873 |
|
|
|
|
Metropolitan West |
|
Total Return Bond Fund Class |
|
** |
|
|
|
2,534,406 |
|
|
|
|
MFS |
|
Large Cap Value CT |
|
** |
|
|
|
5,444,074 |
|
|
|
|
MFS |
|
Mid Cap Value Fund CT |
|
** |
|
|
|
6,756,929 |
|
|
|
|
MFS |
|
Mid Cap Growth Fund CT |
|
** |
|
|
|
5,657,807 |
|
|
|
|
Northern Trust |
|
ACWI Ex-US Investable Market Index Tier Four |
|
** |
|
|
|
1,384,255 |
|
|
|
|
Northern Trust |
|
Aggregate Bond Index Fund Non-Lending Tier Four |
|
** |
|
|
|
3,542,574 |
|
|
|
|
Northern Trust |
|
Extended Equity Market Index Fund-DC Non-Lending Tier Four |
|
** |
|
|
|
3,277,269 |
|
|
|
|
Northern Trust |
|
S&P 500 Index Fund-DC Non-Lending Tier Four |
|
** |
|
|
|
18,715,599 |
|
|
|
|
NY Life |
|
Guaranteed Investment Contract at 3.25% |
|
** |
|
|
|
11,087,459 |
|
|
|
|
Principal |
|
Principal SmallCap Growth I R6 |
|
** |
|
|
|
2,133,223 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2020 Fund |
|
** |
|
|
|
18,194,163 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2025 Fund |
|
** |
|
|
|
6,450,754 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2030 Fund |
|
** |
|
|
|
31,920,580 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2035 Fund |
|
** |
|
|
|
5,889,902 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2040 Fund |
|
** |
|
|
|
29,629,825 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2045 Fund |
|
** |
|
|
|
4,647,373 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2050 Fund |
|
** |
|
|
|
9,988,606 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2055 Fund |
|
** |
|
|
|
3,107,912 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2060 Fund |
|
** |
|
|
|
3,060,646 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2065 Fund |
|
** |
|
|
|
650,617 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement 2070 Fund |
|
** |
|
|
|
16,425 |
|
|
|
|
Vanguard |
|
Vanguard Target Retirement Income Fund |
|
** |
|
|
|
5,359,192 |
|
|
|
|
Wells Fargo |
|
Special SmallCap Value Fund R6 |
|
** |
|
|
|
2,393,345 |
|
|
* |
|
Participants |
|
Notes receivable with interest rates from 5.25% to 8.25%. |
|
|
— |
|
|
|
4,555,020 |
|
|
|
Total |
|
|
|
|
|
|
$ |
207,197,261 |
|
|
*Party-in-interest.
**Cost omitted for participant directed investments
14
INDEX TO EXHIBITS
Eagle Materials Inc. Retirement Plan
Exhibit Number |
Exhibit |
|
Filed Herewith or Incorporated by Reference |
23 |
|
Filed Here Within |
|
23.1 |
|
Filed Here Within |
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Eagle Materials Inc. Retirement Plan has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
EAGLE MATERIALS INC. RETIREMENT PLAN
Date: |
June 27, 2023 |
By: |
/s/ D. Craig Kesler |
|
|
|
D. Craig Kesler, Chairman, Administrative Committee |
16
Exhibit 23
Consent of Independent Registered Public Accounting Firm
Eagle Materials Inc. Retirement Plan
Dallas, Texas
We hereby consent to the incorporation by reference in the Registration Statement on Forms
S-8 (33-82928 and 33-84394) of Eagle Materials Inc. of our report dated June 27, 2023, relating to the financial statements and supplemental schedules of Eagle Materials Inc. Retirement Plan which appear in this Form 11-K for the year ended December 31, 2022.
/s/ BDO USA, LLP
BDO USA, LLP
Dallas, Texas
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-84394) pertaining to the Eagle Materials Inc. Retirement Plan of our report dated June 27, 2022, with respect to the financial statements and schedule of the Eagle Materials Inc. Retirement Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 2021.
/s/ SUTTON FROST CARY LLP
Arlington, Texas
June 27, 2023