Part I Item 1. Business Eagle Materials manufactures heavy and light construction materials, achieving record fiscal 2024 results through strategic growth Overview The company manufactures heavy and light construction materials, focusing on low-cost production, strategic markets, and disciplined capital allocation - The company's primary products are portland cement and gypsum wallboard, essential for commercial, residential, and public construction12 - Key competitive strengths include a strategically located plant network, low-cost production, and substantial owned raw material reserves (often exceeding 50 years)151618 - The company's strategy emphasizes being a low-cost producer, maintaining a decentralized operating structure, and focusing on regionally diverse and attractive U.S. markets202122 - Capital allocation priorities are: 1) growth opportunities, 2) operating capital investments to maintain low-cost status, and 3) returning cash to shareholders via buybacks and dividends. Over the past five years, the company has invested $912.9 million in acquisitions and returned approximately $1.8 billion to shareholders31 Fiscal 2024 Highlights Fiscal 2024 achieved record financial results, strategic expansions, and notable sustainability advancements Fiscal 2024 Financial Highlights (vs. Fiscal 2023) | Metric | FY 2024 | Change | | :--- | :--- | :--- | | Revenue | $2.3 billion | +5% | | Net Earnings | $477.6 million | +3% | | Gross Profit Margin | 30.3% | +50 bps | | Diluted EPS | $13.61 | +9% | | Shares Repurchased | ~1.9 million | for $343.3 million | - Strategic expansions in fiscal 2024 included assuming operation of the Battletown, Kentucky quarry for aggregates sales and acquiring a cement import terminal in Stockton, California3334 - Future growth projects include a new slag-cement facility in Houston, Texas (summer 2024 start-up) and a ~$430 million investment to modernize and expand the Wyoming cement plant, expected to increase production by 400,000 tons and lower manufacturing costs by ~25%3637 - Key sustainability achievements include increasing blended cement sales to 75% of total manufactured product sales, entering exclusive agreements with Terra CO2 for low-carbon cementitious materials, and linking over 50% of the CEO's FY2024 compensation to ESG goals43 Human Capital The company employs 2,500, prioritizing employee health and safety, achieving industry-leading safety performance - The company had approximately 2,500 employees as of March 31, 2024, with about 700 unionized hourly workers41 - Employee health and safety is a top priority, with comprehensive safety policies and training. All business segments achieved a Total Recordable Incident Rate (TRIR) below the industry average in fiscal 20244245 Industry Segment Information The company operates in Heavy and Light Materials sectors, serving infrastructure and residential construction markets - The business is structured into two sectors: Heavy Materials (Cement, Concrete and Aggregates) and Light Materials (Gypsum Wallboard, Recycled Paperboard)46 - The primary end market for Heavy Materials is infrastructure, while for Light Materials it is residential construction46 Item 1A. Risk Factors The company faces diverse risks including industry cyclicality, regulatory, operational, cybersecurity, and acquisition challenges - Industry Risks: Demand is tied to the cyclical construction industry, which is affected by interest rates, inflation, and government infrastructure spending. The business is seasonal, and its commodity products are subject to price fluctuations based on supply and demand163166171 - Regulatory & Environmental Risks: Operations are subject to extensive and costly environmental, health, and safety laws. Potential regulation of greenhouse gases (GHGs) could significantly impact the cement industry. Increasing focus on ESG matters could also increase compliance costs176181187 - Operational & Financial Risks: The cement business is capital-intensive and sensitive to volume changes. The company faces risks from rising costs of fuel, energy, and raw materials, as well as potential disruptions in transportation. Debt agreements contain restrictive covenants that limit financial flexibility204210216 - Cybersecurity Risks: The company relies heavily on information technology and is exposed to cyber-attacks and data breaches, which could disrupt operations and result in significant financial and reputational harm200201 - Growth Risks: Future growth may depend on acquisitions, which involve risks such as integration challenges, assumption of unanticipated liabilities, and failure to achieve expected returns. There is no assurance that suitable acquisition targets will be available at reasonable values227228230 Item 1B. Unresolved Staff Comments The company reports no unresolved comments from the SEC Staff - There are no unresolved Staff comments238 Item 1C. Cybersecurity Cybersecurity is integrated into risk management, overseen by the Audit Committee, with no material incidents reported - Cybersecurity risk management is integrated into the company's broader risk framework, utilizing standards such as those from NIST240 - The Audit Committee of the Board of Directors oversees cyber risk, receiving quarterly updates from the CFO, based on information from the Director of Information Technology (DIT) and Director of Information Security (DIS)247 - The company engages external security providers for threat assessments, incident response testing, and monitoring241 - To the company's knowledge, it has not been subject to any cybersecurity incidents that have materially affected its business, operations, or financial condition243 Item 2. Properties The company's extensive network of owned and leased operating facilities is strategically located across the United States - The company's operating facilities, which include plants, quarries, and terminals, are located across the U.S. and are primarily owned by the company249 Item 3. Legal Proceedings The company is involved in ordinary course litigation, including an EPA suit, but expects no material financial impact - The company is engaged in litigation against the EPA regarding the disapproval of State Implementation Plans (SIPs) for Nevada, Oklahoma, and Texas related to the 2015 ozone NAAQS. The outcome is currently unknown253 - Management does not believe that the ultimate outcome of any currently pending legal proceeding will have a material effect on the company's consolidated financial condition, results of operations, or liquidity252 Item 4. Mine Safety Disclosures Mine safety disclosures, as required by the Dodd-Frank Act, are provided in Exhibit 95 of this Annual Report - Mine safety disclosures required by Section 1503(a) of the Dodd-Frank Act are provided in Exhibit 95 to the Form 10-K255 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's common stock trades on NYSE, with an active share repurchase program and strong shareholder returns - The Board has authorized the repurchase of a cumulative total of approximately 55.9 million shares since 1994. As of March 31, 2024, approximately 5.9 million shares remain available for repurchase under the current authorization258259 Share Repurchase Activity | Fiscal Year | Shares Repurchased | Average Price | Total Cost | | :--- | :--- | :--- | :--- | | 2024 | 1,863,534 | $184.21 | ~$343.3M | | 2023 | 3,075,788 | $126.05 | ~$387.7M | | 2022 | 3,982,657 | $148.08 | ~$589.7M | Share Repurchases for Q4 FY2024 | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Jan 2024 | 50,534 | $206.95 | | Feb 2024 | 178,000 | $240.73 | | Mar 2024 | 160,000 | $256.96 | | Q4 Total | 388,534 | $243.02 | Item 6. Selected Financial Data Selected financial data is not presented as the requirement has been eliminated by SEC Release No. 33-10890 - The requirement for selected financial data has been eliminated by SEC Release No. 33-10890266 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses fiscal 2024's record performance, market outlook, operational results, and robust liquidity Market Conditions and Outlook Fiscal 2024 achieved record results with resilient markets, anticipating strong demand despite evolving cost pressures - The company achieved record Revenue ($2.3 billion), Net Earnings ($477.6 million), and EPS ($13.61) in fiscal 2024273 - Demand Outlook: Cement demand is expected to remain strong due to infrastructure spending, while Gypsum Wallboard demand is supported by residential construction and limited housing inventory274275 - Cost Outlook: Energy costs are expected to decline in FY2025 but remain above FY2023 levels. Freight and maintenance costs are expected to increase. OCC prices for paperboard production rose in the second half of FY2024277278279 Results of Operations Fiscal 2024 revenue increased 5% to $2.3 billion, driven by higher prices, improving gross profit and diluted EPS Consolidated Results of Operations (FY2024 vs. FY2023) | Metric (in thousands, except per share) | FY 2024 | FY 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $2,259,297 | $2,148,069 | 5% | | Gross Profit | $685,321 | $639,266 | 7% | | Earnings Before Income Taxes | $617,937 | $588,593 | 5% | | Net Earnings | $477,639 | $461,540 | 3% | | Diluted EPS | $13.61 | $12.46 | 9% | - Revenue growth of 5% was primarily driven by higher gross sales prices (+$123.9 million), partially offset by lower sales volume (-$59.2 million)281 - Gross profit margin expanded by 50 basis points to 30.3% in fiscal 2024283 - Corporate G&A expenses increased 11% to $59.8 million due to higher compensation, legal/professional fees, and IT upgrades286 Liquidity and Capital Resources The company maintains strong liquidity, with sufficient cash flow and credit for operations and planned capital expenditures Summary of Cash Flows (FY2024 vs. FY2023) | Cash Flow Activity (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $563,938 | $541,726 | | Net Cash Used in Investing Activities | ($175,358) | ($268,594) | | Net Cash Used in Financing Activities | ($368,897) | ($277,306) | | Net Increase (Decrease) in Cash | $19,683 | ($4,174) | - As of March 31, 2024, the company had $571.7 million of available borrowings under its Revolving Credit Facility333 Capital Expenditures (FY2024 vs. FY2023) | Category (in thousands) | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Land and Quarries | $6,760 | $14,325 | | Plants | $63,744 | $64,720 | | Buildings, Machinery and Equipment | $49,801 | $31,098 | | Total Capital Expenditures | $120,305 | $110,143 | - Capital expenditures for fiscal 2025 are expected to range from $310.0 million to $340.0 million, primarily for the expansion and modernization of the Mountain Cement facility in Wyoming341 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from interest rate and commodity price fluctuations, actively mitigating them - The company is exposed to interest rate risk on its $170.0 million Revolving Credit Facility and $182.5 million Term Loan, which have variable interest rates351 - A hypothetical 100 basis point increase in interest rates would increase annual interest expense by $3.5 million351 - The company is subject to commodity risk from price changes in coal, petroleum coke, natural gas, and power, which it attempts to manage through contracts and the use of alternative fuels352 Item 8. Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements, including earnings, balance sheets, and cash flows Consolidated Statements of Earnings (Fiscal Year Ended March 31) | (in thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $2,259,297 | $2,148,069 | $1,861,522 | | Gross Profit | $685,321 | $639,266 | $519,614 | | Net Earnings | $477,639 | $461,540 | $374,247 | | Diluted EPS | $13.61 | $12.46 | $9.14 | Consolidated Balance Sheets (As of March 31) | (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Total Current Assets | $627,693 | $521,503 | | Total Assets | $2,947,019 | $2,781,002 | | Total Current Liabilities | $239,409 | $212,889 | | Total Liabilities | $1,638,484 | $1,595,308 | | Total Stockholders' Equity | $1,308,535 | $1,185,694 | Consolidated Statements of Cash Flows (Fiscal Year Ended March 31) | (in thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $563,938 | $541,726 | $517,171 | | Net Cash Used in Investing Activities | ($175,358) | ($268,594) | ($74,121) | | Net Cash Used in Financing Activities | ($368,897) | ($277,306) | ($692,154) | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported491 Item 9A. Controls and Procedures Management and auditors concluded disclosure controls and internal financial reporting controls were effective - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year492 - Management concluded that the company's internal control over financial reporting was effective as of March 31, 2024, based on the COSO framework494 Item 9B. Other Information No director or officer trading arrangements were adopted, modified, or terminated during the fourth fiscal quarter - No director or officer trading plans (Rule 10b5-1 or other) were adopted, modified, or terminated during the fourth quarter503 Part III Item 10. Directors, Executive Officers and Corporate Governance Information on directors, officers, and governance is incorporated by reference from the 2024 Proxy Statement - Most information for this item is incorporated by reference from the 2024 Proxy Statement506 - The company has a code of ethics applicable to its principal executive officer, principal financial officer, and principal accounting officer, which is available on its website507 Item 11. Executive Compensation Executive compensation information is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement509506 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated by reference, with details on equity compensation plans provided Equity Compensation Plan Information (as of March 31, 2024) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by stockholders | 252,364 | $91.04 | 1,411,798 | Item 13. Certain Relationships and Related Transactions, and Director Independence Information on related transactions and director independence is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement513506 Item 14. Principal Accounting Fees and Services Information on principal accounting fees and services is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the 2024 Proxy Statement514506 Part IV Item 15. Exhibits and Financial Statement Schedules This section provides an index of all exhibits and financial statement schedules filed with the Form 10-K - This item provides an index to all financial statements, schedules, and exhibits filed with the Form 10-K515517 Item 16. Form 10-K Summary The company indicates that there is no Form 10-K summary - None524
Eagle Materials(EXP) - 2024 Q4 - Annual Report