# EAGLE MATERIALS INC (EXP) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from EAGLE MATERIALS INC's 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/918646/000095017023023282/exp-20230331.htm
Accession: 0000950170-23-023282
Filing date: 2023-05-19
Report date: 2023-03-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/EXP/
All MD&A years: /company/EXP/mda/
Previous year: /company/EXP/mda/fy2022/ (FY 2022)
Next year: /company/EXP/mda/fy2024/ (FY 2024)

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

executive summary

We are a leading manufacturer of heavy construction materials and light building materials in the United States. Our primary products, Portland Cement and Gypsum Wallboard, are commodities that are essential in commercial and residential construction, public construction projects to build, expand, and repair roads and highways, and repair and remodel activities. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. We distribute our products across many United States markets, which provides us with regional economic diversification. However, general economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.

Our current businesses are organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the fiscal years ended March 31, 2023 and 2022, are presented on a consolidated basis and with respect to these business segments – Cement, Concrete and Aggregates, Gypsum Wallboard, and Recycled Paperboard.

We conduct one of our cement operations through a joint venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas (the Joint Venture). We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes the segments within the Company for making operating decisions and assessing performance.

Our business activities are all conducted in the United States. These activities include the mining of limestone for the manufacture and sale of portland cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

On April 22, 2022, we finalized the ConAgg Acquisition. The purchase price of the ConAgg Acquisition was approximately $120.2 million. The ConAgg Acquisition is included in our Heavy Materials sector, in the Concrete and Aggregates segment. See Footnote (B) to the Audited Consolidated Financial Statements for more information regarding the ConAgg Acquisition.

On September 16, 2022, we acquired a cement distribution terminal located in Nashville, Tennessee (the Terminal Acquisition). The purchase price of the Terminal Acquisition was approximately $39.5 million. The Terminal Acquisition is included in our Heavy Materials sector, in the Cement business segment.

Subsequent to our fiscal year end, on May 3, 2023 we acquired a cement import distribution terminal in Stockton, California (the Stockton Acquisition). The Stockton Acquisition will be included in our Heavy Materials sector, in the Cement business segment, in fiscal 2024.

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MARKET CONDITIONS AND OUTLOOK

Our fiscal 2023 results were strong, with increased operating earnings in our Cement and Gypsum Wallboard segments. Our end markets generally remained resilient despite external challenges, such as increased inflation and higher interest rates. Our regional construction markets continued in most cases to outperform the national averages, and sales volume in our Gypsum Wallboard business was up 4% compared to fiscal 2022.

Demand Outlook

The principal end-use market for Cement is public infrastructure (i.e. roads, bridges, and highways) with residential and nonresidential construction being secondary. Our Cement business continues to maintain a nearly sold-out position. We expect demand for cement to remain strong given increased federal funding from the Infrastructure Investment and Jobs Act for public construction and repair projects during calendar 2023; continued high allocations from state budgets for additional infrastructure projects; and growth in heavy industrial projects. Despite underlying demand growth, our ability to achieve further Cement sales volume growth from our existing facilities is limited, because our integrated cement sales network is operating at high utilization levels.

The principal end use for Gypsum Wallboard is residential housing, consisting of both new construction (single-family and multi-family homes) as well as repair and remodel. We expect tighter U.S. fiscal policy will likely have some adverse impact on residential construction activity as a result of higher mortgage rates; however, the magnitude and duration remains unclear at this time. Gypsum Wallboard orders and shipments currently remain resilient, and we expect home construction backlogs to mitigate the impact from higher interest rates; however, we have experienced a modest decline in our wallboard shipments in the first part of fiscal 2024. Our Recycled Paperboard business sells paper primarily into the gypsum wallboard market, and demand for our paper generally follows the demand for gypsum wallboard.

Cost Outlook

We believe we are well-positioned to manage our cost structure and meet our customers’ needs during the next fiscal year. Our substantial raw material reserves for our Cement, Aggregates, and Gypsum Wallboard businesses, and their proximity to our respective manufacturing facilities, support our low-cost producer position across all our business segments.

Energy and freight costs increased in all our businesses during fiscal 2023. While natural gas costs have recently declined and freight costs have stabilized, we expect solid fuel costs, which are the primary energy costs in manufacturing cement, to increase in fiscal 2024. These increases are expected to affect our Cement business in fiscal 2024.

The primary raw material used to produce paperboard is OCC. Prices for OCC stabilized towards the end of fiscal 2023, and are expected to remain stable during the first part of fiscal 2024. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in raw material fiber prices. However, because these price adjustments are not realized until future quarters, material costs in our Gypsum Wallboard segment are likely to be lower in the period that these price adjustments are realized.

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Results of Operations

Fiscal Year 2023 Compared with Fiscal Year 2022

[[GREPCENT_TABLE]]
[["","","For the Years Ended March 31,"],["","","2023","","","2022","","","Percentage Change"],["","","(in thousands, except per share)"],["Revenue","","$","2,148,069","","","$","1,861,522","","","","15","%"],["Cost of Goods Sold","","","(1,508,803",")","","","(1,341,908",")","","","12","%"],["Gross Profit","","","639,266","","","","519,614","","","","23","%"],["Equity in Earnings of Unconsolidated Joint Venture","","","35,474","","","","32,488","","","","9","%"],["Corporate General and Administrative","","","(53,630",")","","","(46,801",")","","","15","%"],["Loss on Early Retirement of Senior Notes","","","\u2014","","","","(8,407",")","","\u2014"],["Other Nonoperating Income","","","2,654","","","","9,073","","","","(71",")%"],["Interest Expense, net","","","(35,171",")","","","(30,873",")","","","14","%"],["Earnings Before Income Taxes","","","588,593","","","","475,094","","","","24","%"],["Income Tax Expense","","","(127,053",")","","","(100,847",")","","","26","%"],["Net Earnings","","$","461,540","","","$","374,247","","","","23","%"],["Diluted Earnings per Share","","$","12.46","","","$","9.14","","","","36","%"]]
[[/GREPCENT_TABLE]]

Revenue

Revenue increased in fiscal 2023 by $286.6 million, or 15%, to $2,148.1 million. The ConAgg Acquisition contributed $44.5 million of Revenue during fiscal 2023. Excluding the ConAgg Acquisition, Revenue increased $242.1 million, or 13%, largely because of higher gross sales prices of approximately $261.8 million, partially offset by lower Sales Volume of $19.7 million. All of our segments contributed to the higher gross sales prices, while lower Sales Volumes primarily related to the Cement and Recycled Paperboard segments. See individual segment disclosure in the Fiscal Year 2023 vs Fiscal Year 2022 Results by Segment section for more information.

Cost of Goods Sold

Cost of Goods Sold increased by $166.9 million, or 12%, to $1,508.8 million in fiscal 2023. The ConAgg Acquisition contributed $42.9 million of Cost of Goods Sold during fiscal 2023. Excluding the ConAgg Acquisition, Cost of Goods Sold increased $124.0 million, or 9%. The increase in Cost of Goods Sold was due to higher operating costs of $143.4 million, partially offset by lower Sales Volume of $19.4 million. Operating costs increased in all of our businesses, except Recycled Paperboard, which is discussed in the Fiscal Year 2023 vs Fiscal Year 2022 Results by Segment section.

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Gross Profit

Gross Profit increased by 23% to $639.3 million in fiscal 2023. The increase in Gross Profit was mainly due to higher gross sales prices, partially offset by higher operating costs, as noted above. The gross margin increased to 30% in fiscal 2023 from 28% in fiscal 2022, primarily because of higher gross sales prices.

Equity in Earnings of Unconsolidated Joint Venture

Equity in Earnings of Unconsolidated Joint Venture increased by $3.0 million, or 9%. The increase was mostly due to higher gross sales prices of $20.7 million. This was partially offset by lower Sales Volume and higher operating costs of approximately $3.5 million and $14.2 million, respectively. The higher operating costs were due primarily to increased maintenance, energy, and purchased cement costs, which reduced operating earnings by approximately $5.8 million, $0.6 million, and $6.5 million, respectively.

Corporate General and Administrative

Corporate General and Administrative expenses increased by approximately $6.8 million, or 15%, to $53.6 million in fiscal 2023. The increase was due primarily to higher salary and incentive compensation, legal and professional fees, and information and technology upgrades of approximately $4.1 million, $0.6 million, and $1.1 million, respectively. The increase in salary and incentive compensation was mostly due to executive retirements during the year, as well as increased earnings, while the increase in legal and professional expense was due to acquisitions during the year.

LOSS ON EARLY RETIREMENT OF SENIOR NOTES

In July 2021, the Company redeemed and retired its 4.500% Senior Unsecured Notes due in 2026 prior to the maturity date. As a result of the early retirement, the Company paid a premium of $8.4 million. See Footnote (G) to the Audited Consolidated Financial Statements for more information.

Other nonoperating Income

Other Nonoperating Income was $2.7 million in fiscal 2023, compared with $9.1 million in fiscal 2022. Other Nonoperating Income consists of a variety of items that are nonsegment operating in nature, including lease and rental income, investment income, asset sales, and other miscellaneous income and cost items, such as large nonroutine sales of excess raw materials or energy.

Interest Expense, Net

Interest Expense, net increased by approximately $4.3 million, or 14%, during fiscal 2023. The increase was primarily related to higher interest expense on our Revolving Credit Facility, including the Term Loan, of approximately $12.0 million. The increased interest on our Revolving Credit Facility, including the Term Loan, was partially offset by lower loan amortization expense of approximately $7.4 million. The reduction in loan amortization expense was primarily due to a $6.1 million write-off of debt issuance costs in July 2021 related to our 4.500% Unsecured Senior Notes due in 2026 and our Term Loan. See Footnote (G) to the Audited Consolidated Financial Statements for more information.

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Earnings Before Income Taxes

Earnings Before Income Taxes increased to $588.6 million during fiscal 2023, primarily because of higher Gross Profit and Equity in Earnings of Unconsolidated Joint Venture, and lower Loss on Early Retirement of Senior Notes. This was partially offset by higher Corporate General and Administrative expenses and Interest Expense, and lower Other Nonoperating Income.

Income Tax Expense

Income Tax Expense for fiscal 2023 increased to $127.1 million from $100.8 million for fiscal 2022. The effective tax rate was 22%, compared with 21% in the prior year.

Net Earnings and Diluted Earnings per Share

Net Earnings increased 23% in fiscal 2023 to $461.5 million. Diluted Earnings per Share in fiscal 2023 was $12.46, compared with $9.14 for fiscal 2022.

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FISCAL YEAR 2023 vs FISCAL YEAR 2022 Results by Segment

The following presents results within our two business sectors in fiscal 2023 and fiscal 2022. Revenue and operating results are organized by sector and discussed by individual business segment within each respective business sector.

Heavy Materials

Cement (1)

[[GREPCENT_TABLE]]
[["","","For the Years Ended March 31,"],["","","2023","","","2022","","","Percentage Change"],["","","(in thousands, except per ton information)"],["Revenue, including Intersegment and Joint Venture","","$","1,074,070","","","$","1,007,094","","","","7","%"],["Less Intersegment Revenue","","$","(32,915",")","","$","(22,915",")","","","44","%"],["Less Joint Venture Revenue","","$","(113,518",")","","$","(103,899",")","","","9","%"],["Revenue","","$","927,637","","","$","880,280","","","","5","%"],["Sales Volume (M Tons)","","","7,133","","","","7,534","","","","(5",")%"],["Freight and Delivery Costs billed to Customers","","$","(60,288",")","","$","(60,620",")","","","(1",")%"],["Average Net Sales Price, per ton (2)","","$","134.36","","","$","119.13","","","","13","%"],["Operating Margin, per ton","","$","39.08","","","$","34.45","","","","13","%"],["Operating Earnings","","$","278,762","","","$","259,556","","","","7","%"]]
[[/GREPCENT_TABLE]]

(1)
Total of wholly owned subsidiaries and proportionately consolidated 50% interest of the Joint Venture’s results.

(2)
Net of freight, including the Joint Venture.

Cement Revenue was $1,074.1 million for fiscal 2023, a 7% increase over fiscal 2022. Cement Revenue increased by approximately $67.0 million, primarily as a result of higher gross sales prices, which improved Cement Revenue by approximately $109.0 million, partially offset by lower Sales Volume, which reduced Revenue by $42.0 million.

Cement Operating Earnings increased 7% to $278.8 million for fiscal 2023. The increase was due to higher gross sales prices, which positively affected Operating Earnings by approximately $109.0 million. This was partially offset by lower Sales Volume and higher operating expenses, which reduced Operating Earnings by $14.0 million and $75.8 million, respectively. The rise in operating expenses was mostly due to maintenance, energy and purchased cement costs of approximately $25.7 million, $41.4 million and $4.5 million, respectively. The Operating Margin remained flat at 26%, with higher gross sales prices being offset by increased operating costs.

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Concrete and Aggregates

[[GREPCENT_TABLE]]
[["","","For the Years Ended March 31,"],["","","2023","","","2022","","","Percentage Change"],["","","(in thousands, except net sales prices)"],["Revenue","","$","239,516","","","$","177,122","","","","35","%"],["Sales Volume"],["M Cubic Yards of Concrete","","","1,545","","","","1,333","","","","16","%"],["M Tons of Aggregate","","","2,909","","","","1,525","","","","91","%"],["Average Net Sales Price"],["Concrete - Per Cubic Yard","","$","133.34","","","$","120.97","","","","10","%"],["Aggregates - Per Ton","","$","11.53","","","$","10.45","","","","10","%"],["Operating Earnings","","$","18,259","","","$","18,467","","","","(1",")%"]]
[[/GREPCENT_TABLE]]

Concrete and Aggregates Revenue increased 35% to $239.5 million for fiscal 2023. The ConAgg Acquisition contributed $44.5 million of Revenue during fiscal 2023. Excluding the ConAgg Acquisition, Revenue was up by $17.9 million, or 10%. The increase in Revenue was primarily related to higher gross sales prices and Sales Volume, which positively affected Revenue by $15.7 million and $2.2 million, respectively.

Operating Earnings decreased 1% to approximately $18.3 million. Excluding the ConAgg Acquisition, Operating Earnings decreased by $1.8 million to $16.7 million. The decline in Operating Earnings was due to higher operating expenses of $18.1 million. This was partially offset by higher gross sales prices and Sales Volume of $15.7 million and $0.6 million, respectively. The increase in operating expenses was primarily due to higher cost of materials, maintenance, and delivery of approximately $11.4 million, $1.9 million, and $4.5 million, respectively.

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Light Materials

Gypsum Wallboard

[[GREPCENT_TABLE]]
[["","","For the Years Ended March 31,"],["","","2023","","","2022","","","Percentage Change"],["","","(in thousands, except per MMSF information)"],["Revenue","","$","872,471","","","$","692,152","","","","26","%"],["Sales Volume (MMSF)","","","3,065","","","","2,944","","","","4","%"],["Freight and Delivery Costs billed to Customers","","$","(160,536",")","","$","(130,629",")","","","23","%"],["Average Net Sales Price, per MSF (1)","","$","232.31","","","$","190.76","","","","22","%"],["Freight, per MSF","","$","52.38","","","$","44.37","","","","18","%"],["Operating Margin, per MSF","","$","115.01","","","$","88.82","","","","29","%"],["Operating Earnings","","$","352,499","","","$","261,476","","","","35","%"]]
[[/GREPCENT_TABLE]]

(1)
Net of freight per MSF.

Gypsum Wallboard Revenue increased 26% to $872.5 million in fiscal 2023. The increase was due to higher gross sales prices and Sales Volume, which positively affected Revenue by $151.9 million and $28.4 million, respectively. Our market share remained relatively flat in fiscal 2023 compared with fiscal 2022.

Operating Earnings increased 35% to $352.5 million for fiscal 2023. The increase was primarily related to higher gross sales prices and Sales Volume of approximately $151.9 million and $10.7 million, respectively. This was partially offset by higher operating expenses of $71.6 million. The rise in operating expenses was primarily related to freight, energy, and raw materials costs of approximately $24.5 million, $12.5 million, and $22.9 million, respectively. During fiscal 2023, Gypsum Wallboard Operating Margin increased to 40% from 38% in fiscal 2022, primarily because of higher gross sales prices, partially offset by higher operating expenses. Fixed costs are not a significant part of the overall cost of wallboard; therefore, changes in volume have a relatively minor impact on our operating cost per unit.

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Recycled Paperboard

[[GREPCENT_TABLE]]
[["","","For the Years Ended March 31,"],["","","2023","","","2022","","","Percentage Change"],["","","(in thousands, except per ton information)"],["Revenue, including Intersegment","","$","201,280","","","$","194,054","","","","4","%"],["Less Intersegment Revenue","","","(92,835",")","","","(82,086",")","","","13","%"],["Revenue","","$","108,445","","","$","111,968","","","","(3",")%"],["Sales Volume (M Tons)","","","326","","","","334","","","","(2",")%"],["Freight and Delivery Costs billed to Customers","","$","(8,760",")","","$","(7,888",")","","","11","%"],["Average Net Sales Price, per ton (1)","","$","590.67","","","$","558.28","","","","6","%"],["Freight, per ton","","$","26.87","","","$","23.62","","","","14","%"],["Operating Margin, per ton","","$","77.36","","","$","37.73","","","","105","%"],["Operating Earnings","","$","25,220","","","$","12,603","","","","100","%"]]
[[/GREPCENT_TABLE]]

(1)
Net of freight per ton.

Recycled Paperboard Revenue increased 4% to $201.3 million for fiscal 2023, as higher gross sales prices positively affected Revenue by approximately $11.6 million, partially offset by lower Sales Volume of $4.4 million. The increase in gross sales prices was due to the price adjustment provisions in our long-term sales agreements.

Operating Earnings increased 100% to $25.2 million for fiscal 2023, primarily related to higher gross sales prices and lower operating expenses of $11.6 million and $1.3 million, respectively. This was partially offset by lower Sales Volume of $0.3 million. The decrease in operating expenses was primarily related to lower input costs, namely fiber and raw materials, which increased Operating Earnings by $15.4 million. This was partially offset by higher energy, chemicals, and freight expenses of $5.9 million, $2.4 million, and $4.5 million, respectively. During fiscal 2023, Operating Margin increased to 13% from 6% in fiscal 2022, primarily because of higher gross sales prices and lower operating expenses.

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Fiscal Year 2022 Compared with Fiscal Year 2021

Please see our Form 10-K for fiscal year 2022 for the discussion of our Results of Operations and results of Revenue and Operating Earnings by segment for fiscal 2022 compared with fiscal 2021. Our 2022 Form 10-K can be found on the investor page of our website, at eaglematerials.com.

CRITical Accounting Policies

Certain of our critical accounting policies require the use of judgment in their application or require estimates of inherently uncertain matters. Although our accounting policies are in compliance with generally accepted accounting principles, a change in the facts and circumstances of the underlying transactions could significantly change the application of the accounting policies and the resulting financial statement impact. Listed below are those policies that we believe are critical and require the use of complex judgment in their application.

Impairment of Long-Lived Assets

We assess our long-lived assets, including mining and related assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or group of assets, may not be recoverable. Long-lived assets, or groups of assets, are evaluated for impairment at the lowest level for which cash flows are largely independent of the cash flows of other assets. We assess recoverability of assets, or groups of assets, by comparing the carrying amount of an asset, or group of assets, to the future undiscounted net cash flows that we expect the asset, or group of assets, to generate. These impairment evaluations are significantly affected by estimates of future revenue, costs and expenses, and other factors. If the carrying value of the assets, or groups of assets, exceeds the undiscounted cash flows, then an impairment is indicated. If such assets, or groups of assets, are considered to be impaired, the impairment is recognized as the amount by which the carrying amount of the asset, or group of assets, exceeds the fair value of the asset, or group of assets.

Goodwill

We annually assess Goodwill for impairment in the fourth quarter of our fiscal year, or more frequently when indicators of impairment exist. Impairment testing for Goodwill is done at the reporting unit, which is consistent with our reportable segments.

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Prior to performing the Step 1 quantitative test, we may, at our discretion, perform an optional qualitative analysis, or we may choose to proceed directly to the Step 1 quantitative analysis. The qualitative test considers the impact of the following events and circumstances on the reporting unit being tested: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant entity-specific events. If, as a result of this qualitative analysis, we conclude that it is more likely than not (a likelihood of greater than 50%) that the fair value of the reporting unit exceeds its carrying value, then an impairment does not exist and the quantitative Step 1 test is not required. If we are unable to conclude that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then we proceed to the quantitative Step 1 test.

Step 1 of the quantitative test for impairment compares the fair value of the reporting unit to its carrying value. If the carrying value exceeds the fair value, then an impairment is indicated. If facts and circumstances related to our business change in subsequent years, we may choose to perform a quantitative analysis in those future years. If we perform a Step 1 test, and the carrying value of the

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reporting unit exceeds its fair value, then an impairment charge equal to the difference, not to exceed the total amount of Goodwill, is recorded.

The fair values of the reporting units are estimated by using both the market and income approaches. The market approach considers market factors and certain multiples in comparison to similar companies, while the income approach uses discounted cash flows to determine the estimated fair values of the reporting units. Key assumptions in the model include estimated average net sales prices, sales volume, and the estimated weighted average cost of capital specific to each industry. We also perform an overall comparison of all reporting units to our market capitalization in order to test the reasonableness of our fair value calculations.

Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty. The most important assumption underlying our estimates is the projection of construction spending in the U.S. over the next several years. Actual results may differ materially from those estimates. Changes in market conditions, market trends, interest rates or other factors outside of our control, such as a worldwide pandemic, could cause us to change key assumptions and our judgment about a reporting unit’s prospects. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historical or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge.

The segment breakdown of Goodwill at March 31, 2023 and 2022, was as follows:

[[GREPCENT_TABLE]]
[["","","2023","","","2022"],["","","(dollars in thousands)"],["Cement","","$","215,781","","","$","203,342"],["Concrete and Aggregates","","","40,774","","","","1,639"],["Gypsum Wallboard","","","116,618","","","","116,618"],["Paperboard","","","7,538","","","","7,538"],["","","$","380,711","","","$","329,137"]]
[[/GREPCENT_TABLE]]

Business Combinations

The acquisition method of accounting requires that we recognize the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. The purchase price allocation is a critical accounting policy because the estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Further, the amounts and useful lives assigned to depreciable and amortizable assets versus amounts assigned to Goodwill, which is not amortized, can significantly affect the results of operations in the period of and for periods subsequent to a business combination. Although independent appraisals may be used to assist in the determination of the fair values of certain assets and liabilities, the appraised values are usually based on significant estimates provided by management, such as forecasted revenue or profit, and the replacement cost and useful lives of the acquired property, plant, and equipment.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, and therefore represents an exit price. A fair value measurement assumes the highest and best use of the asset by market participants, considering the use of the asset that is physically possible, legally permissible, and financially feasible at the measurement date. We assign the highest level of fair value available to assets acquired and liabilities assumed based on the following options:

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Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs, other than quoted prices, for similar assets or liabilities in active markets.

Level 3 – Unobservable inputs, which includes the use of valuation models.

Level 2 fair values are typically used to value acquired receivables, inventories, machinery and equipment, land, buildings, deferred income tax assets and liabilities, and accruals for payables, asset retirement obligations, and contingencies.

Level 3 inputs are used to estimate the fair value of acquired mineral reserves, mineral interests, and separately identifiable intangible assets.

In determining the fair value of property, plant, and equipment, replacement cost, adjusted for the age and condition of the acquired machinery and equipment, is used. The replacement cost is based on estimates of current cost to construct similar machinery and equipment and is compared to amounts paid for similar assets in market transactions for consistency.

In determining the fair value of intangible assets, an income approach is generally used and may incorporate the use of a discounted cash flow method. In applying the discounted cash flow analysis, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate based on an estimated weighted average cost of capital for the building materials industry. These cash flow projections are based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures, customer attrition rates, and working capital requirements.

While we use our best estimates and assumptions as part of the process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. During the measurement period, which occurs before finalization of the purchase price allocation, changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities assumed are recorded on a retroactive basis as of the acquisition date, with the corresponding offset to Goodwill. Any adjustments subsequent to the conclusion of the measurement period will be recorded to our Consolidated Statements of Earnings.

LIQUIDITY AND CAPITAL RESOURCES

We believe that we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations, for at least the next twelve months. We will continue to monitor the potential impact of future disruptions on the economy, and on our operations, as well as any other economic impacts related to changing fiscal policy or economic conditions. Please see the Debt Financing Activities section for a discussion of our credit facility and the amount of borrowings available to us in the next twelve-month period.

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Cash Flow

The following table provides a summary of our Cash Flows:

[[GREPCENT_TABLE]]
[["","","For the Fiscal Years Ended March 31,"],["","","2023","","","2022"],["","","(dollars in thousands)"],["Net Cash Provided by Operating Activities","","$","541,726","","","$","517,171"],["Investing Activities:"],["Additions to Property, Plant, and Equipment","","","(110,143",")","","","(74,121",")"],["Acquisition Spending","","","(158,451",")","","","\u2014"],["Net Cash Used in Investing Activities","","","(268,594",")","","","(74,121",")"],["Financing Activities:"],["Borrowings Under Revolving Credit Facility","","","200,000","","","","200,000"],["Repayment of Borrowings Under Revolving Credit Facility","","","(43,000",")","","","\u2014"],["Proceeds from 2.500% Senior Unsecured Notes","","","\u2014","","","","743,692"],["Repayment of 4.500% Senior Unsecured Notes","","","\u2014","","","","(350,000",")"],["Repayment of Term Loan","","","(7,500",")","","","(665,000",")"],["Dividends Paid to Stockholders","","","(37,496",")","","","(30,770",")"],["Purchase and Retirement of Common Stock","","","(387,717",")","","","(589,742",")"],["Proceeds from Stock Option Exercises","","","5,418","","","","21,366"],["Premium Paid on Early Retirement of Senior Notes","","","\u2014","","","","(8,407",")"],["Payment of Debt Issuance Costs","","","(903",")","","","(7,985",")"],["Shares Redeemed to Settle Employee Taxes on Stock Compensation","","","(6,108",")","","","(5,308",")"],["Net Cash Used in Financing Activities","","","(277,306",")","","","(692,154",")"],["Net Decrease in Cash and Cash Equivalents","","$","(4,174",")","","$","(249,104",")"]]
[[/GREPCENT_TABLE]]

Cash Flows from Operating Activities increased by $24.5 million to $541.7 million for fiscal 2023. The increase was largely attributable to higher Net Earnings of $87.3 million, partially offset by changes in Working Capital of $64.1 million.

Working Capital increased by $73.4 million to $308.6 million at March 31, 2023, primarily because of higher Accounts Receivable, Inventories, and Income Tax Receivable of $18.8 million, $55.2 million, and $9.1 million, respectively. This was partially offset by an increase in Current Portion of Long-term Debt of $10.0 million.

The increase in Accounts and Notes Receivable at March 31, 2023, was primarily due to higher Revenue during the quarter ended March 31, 2023, compared with March 31, 2022. As a percentage of quarterly sales generated in the fiscal fourth quarters, Accounts Receivable was 41% at March 31, 2023, and 43% at March 31, 2022. Accounts Receivable related to the ConAgg Acquisition was approximately $6.3 million at March 31, 2023. Management measures the change in Accounts Receivable by monitoring the day’s sales outstanding monthly to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at March 31, 2023. Notes Receivable are monitored on an individual basis, and no significant deterioration in the collectability of Notes Receivable was identified at March 31, 2023.

55

Our Inventory balance at March 31, 2023, increased approximately $55.2 million from our balance at March 31, 2022. Within Inventories, raw materials and materials-in-progress, finished cement, aggregates, repair parts inventory, and fuel and coal increased by approximately $15.6 million, $7.6 million, $4.7 million, $21.3 million, and $4.1 million, respectively. The increases in raw materials and materials-in-progress, finished cement, and fuel and coal were mostly due to timing, as well as wet weather during March, which adversely affected sales volumes. The increase in aggregate inventories is due primarily to the ConAgg Acquisition, which contributed $3.5 million of the increase at March 31, 2023. The increase in repair parts was primarily due to the timing of outages in our Cement business, most of which occurred in April 2023. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence given that they are basic construction materials. The largest individual balance in our inventory is repair parts. The size and complexity of our manufacturing plants, as well as the age of certain of our plants, creates the need to stock a high level of repair parts inventory. We believe all of these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts.

Net Cash Used in Investing Activities in fiscal 2023 was approximately $268.6 million compared with $74.1 million in fiscal 2022, an increase of approximately $194.5 million. This was primarily due to the ConAgg and Terminal Acquisitions, which increased Net Cash Used in Investing Activities by $158.5 million, and an increase in capital spending of $36.0 million in fiscal 2023, compared with fiscal 2022. The increase in capital spending was mainly due to higher spending in our Heavy Materials sector, primarily in our Concrete and Aggregates segment.

Net Cash Used in Financing Activities was approximately $277.3 million during fiscal 2023, compared with $692.2 million in fiscal 2022. The $414.9 million decrease was primarily due to lower share purchases and retirements, and borrowings and repayments of debt of $202.0 million and $229.2 million, respectively. This was partially offset by higher dividends paid and lower debt issuance costs of $6.7 million and $7.1 million, respectively.

Our debt-to-capitalization ratio and net debt-to-capitalization ratio were 48.1% and 47.8%, respectively, at March 31, 2023, compared with 45.6% and 45.1%, respectively, at March 31, 2022.

Debt Financing Activities

Below is a summary of the Company’s outstanding debt facilities at March 31, 2023:

[[GREPCENT_TABLE]]
[["","Maturity"],["Revolving Credit Facility","","May 2027"],["Term Loan","","May 2027"],["2.500% Senior Unsecured Notes","","July 2031"]]
[[/GREPCENT_TABLE]]

See Footnote (G) to the Audited Consolidated Financial Statements for further details on the Company's debt facilities, including interest rate, and financial and other covenants and restrictions.

The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At March 31, 2023, we had $157.0 million outstanding of Revolving Loans under the Revolving Credit Facility and $6.4 million of outstanding letters of credit, leaving us with $586.6 million of available borrowings under the Revolving Credit Facility, net of outstanding letters of credit. We are contingently liable for performance under $26.9 million in performance bonds relating primarily to our mining operations. We do not have any off-balance-sheet debt or any outstanding debt guarantees as of March 31, 2023.

56

Other than the Revolving Credit Facility, we have no additional source of committed external financing in place. Should the Revolving Credit Facility be terminated, no assurance can be given as to our ability to secure a new source of financing. Consequently, if any balance were outstanding on the Revolving Credit Facility at the time of termination, and an alternative source of financing could not be secured, it would have a material adverse impact on our business.

We believe that our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on a number of factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See Market Conditions and Outlook section above for further discussion of the possible effects on our business.

As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, the Term Loan, and any Revolving Credit Loans, in each case, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.

Our Senior Unsecured Notes are rated by Moody’s Investor Service (Moody’s) and Standard and Poor’s Global Ratings (S&P). The ratings are typically monitored by stockholders, creditors, or suppliers, and they serve as indicators of the Company’s viability. Below is a summary of the ratings published by the agencies as of the date indicated:

[[GREPCENT_TABLE]]
[["","","Moody's","","S&P"],["Corporate/Family Rating","","Baa2","","BBB"],["Outlook","","Stable","","Stable"],["Guaranteed Senior Notes","","Baa2","","BBB"],["Date of Latest Report","","January 2023","","June 2022"]]
[[/GREPCENT_TABLE]]

We also have approximately $30.9 million of lease liabilities at March 31, 2023, that have an average remaining life of approximately 10.2 years.

Cash Used for Share Repurchases and Stock Repurchase Program

See table under Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities” for additional information.

Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any repurchases of shares will be determined by the Company’s management, based on its evaluation of market and economic conditions and other factors. In some cases, repurchases may be made pursuant to plans, programs, or directions established from time to time by the Company’s management, including plans to comply with the safe harbor provided by Rule 10b5-1.

57

Capital Expenditures

The following table shows Capital Expenditures in fiscal years 2023 and 2022:

[[GREPCENT_TABLE]]
[["","","For the Fiscal Years Ended March 31,"],["","","2023","","","2022"],["","","(dollars in thousands)"],["Land and Quarries","","$","14,325","","","$","15,943"],["Plants","","","64,720","","","","40,843"],["Buildings, Machinery and Equipment","","","31,098","","","","17,335"],["Total Capital Expenditures","","$","110,143","","","$","74,121"]]
[[/GREPCENT_TABLE]]

Capital expenditures for fiscal 2024 are expected to range from $145.0 million to $165.0 million and to be allocated across the Heavy Materials and Light Materials sectors. These estimated capital expenditures will include maintenance capital expenditures and improvements, as well as other safety and regulatory projects.

Contractual and Other Obligations

We have certain Contractual Obligations arising from indebtedness, operating leases, and purchase obligations. Future payments due, aggregated by type of contractual obligation, are set forth as follows:

[[GREPCENT_TABLE]]
[["","","Payments Due by Period"],["","","Total","","","Less than 1 year","","","1-3 years","","","3-5 years","","","More than 5 years"],["","","(dollars in thousands)"],["Revolving Credit Facility (1)","","$","157,000","","","$","\u2014","","","$","\u2014","","","$","157,000","","","$","\u2014"],["Term Loan (2)","","","192,500","","","","20,000","","","","20,000","","","","152,500","","","","\u2014"],["Senior Unsecured Notes","","","750,000","","","","\u2014","","","","\u2014","","","","\u2014","","","","750,000"],["Interest and Commitment Fees on Credit Facility (3)","","","23,253","","","","9,337","","","","11,479","","","","2,437","","","","\u2014"],["Interest on Term Loan (4)","","","42,615","","","","11,369","","","","20,923","","","","10,323","","","","\u2014"],["Interest on Senior Unsecured Notes","","","154,688","","","","18,750","","","","37,500","","","","37,500","","","","60,938"],["Operating Leases","","","38,438","","","","6,875","","","","11,089","","","","6,245","","","","14,229"],["Purchase Obligations (5)","","","111,599","","","","65,346","","","","36,532","","","","6,306","","","","3,415"],["Total","","$","1,470,093","","","$","131,677","","","$","137,523","","","$","372,311","","","$","828,582"]]
[[/GREPCENT_TABLE]]

(1) The Revolving Credit Facility expires in May 2027.

(2) The Term Loan facility in May 2027.

(3) We estimate the future cash flows for interest and commitment fees by assuming a level repayment of the Revolving Credit Facility over its remaining term. Actual amounts paid, as well as the payment time periods, will likely differ from this estimate.

(4) The future cash flows for interest on the Term Loan were calculated using the same estimated interest rates as the Revolving Credit Facility.

(5) Purchase obligations are noncancelable agreements to purchase coal, natural gas, slag, and synthetic gypsum; and to fund capital expenditure commitments.

Based on our current actuarial estimates, we do not anticipate making contributions to our defined benefit plans for fiscal year 2024.

Dividends

Dividends paid in fiscal years 2023 and 2022 were $37.5 million and $30.8 million, respectively. There were no dividends paid in fiscal 2021. Dividends were suspended during the early stages of the COVID-19 pandemic, but were reinstated in May 2021.

58

Inflation and Changing Prices

The Consumer Price Index rose approximately 5.0% in fiscal 2023, 8.5% in fiscal 2022, and 2.6% in fiscal 2021. Prices of all materials and services increased again this year compared with the previous year, with much of the increase related to energy and transportation. During fiscal 2023, the Consumer Price Index for electricity and natural gas increased 10.2% and 5.5%, respectively, while the Consumer Price Index for transportation increased 13.9%. The increase in energy prices resulted in higher costs for our manufacturing businesses during fiscal 2023, and we expect these increases to continue throughout calendar 2023. We have some protection from increasing natural gas costs in fiscal 2024 as we have forward purchase contracts for approximately 30% of our anticipated natural gas usage. Freight costs are expected to rise in fiscal 2024 by approximately 5% to 10%. Our ability to increase sales prices to cover higher costs in the future varies with the level of activity in the construction industry: the number, size, and strength of competitors, as well as the availability of products to supply a local market.

General Outlook

See “Market Conditions and Outlook” within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Accounting Pronouncements

Refer to Footnote (A) to the Audited Consolidated Financial Statements for information regarding recently issued accounting pronouncements that may affect our financial statements.

Forward-Looking Statements

Certain matters discussed in this report contain 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 businesses; 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 the costs of energy, including, without limitation, electricity, natural gas, coal and oil, and the nature of our obligations to counterparties under energy supply contracts, such as those related to market conditions (such as fluctuations in 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 nonperformance by any of our key customers; 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 and other environmental 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; adverse impact of severe weather conditions (such as winter storms, tornadoes and hurricanes) on our facilities, operations and contractual arrangements with third parties; competition; cyber-attacks or data security breaches; announced increases in capacity in the gypsum wallboard and

59

cement industries; 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 our financial 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 the Company; 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, electricity, 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 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 risks and impacts associated with natural disasters, pandemics or other unforeseen events, including, without limitation, any resurgence of the COVID-19 pandemic and responses thereto, as well as their impact on economic conditions, capital and financial markets. 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.