5960 Berkshire Lane, Suite 900, Dallas, Texas 75225 (Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

As of ~~October 27, 2020,~~July 26, 2021, the number of outstanding shares of common stock was:

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2020			2019			2021			2020
	(dollars in thousands, except share and per share data)												(dollars in thousands, except share and per share data)
Revenue	$	447,684		$	400,569		$	874,673		$	755,934		$	475,770		$	426,989
Cost of Goods Sold		324,835			291,549			649,527			568,820			349,259			324,692
Gross Profit		122,849			109,020			225,146			187,114			126,511			102,297
Equity in Earnings of Unconsolidated Joint Venture		10,577			12,357			18,373			21,789			7,970			7,796
Corporate General and Administrative Expense		(11,109	)		(13,458	)		(28,898	)		(34,712	)		(9,468	)		(17,789	)
Gain on Sale of Businesses		—			—			51,973			—			—			51,973
Other Non-Operating Income (Loss)		(90	)		585			(399	)		723			3,678			(309	)
Interest Expense, Net		(12,556	)		(10,137	)		(26,597	)		(18,983	)
Earnings from Continuing Operations before Income Taxes		109,671			98,367			239,598			155,931
Interest Expense, net														(6,972	)		(14,041	)
Earnings from Continuing Operations Before Income Taxes														121,719			129,927
Income Taxes		(19,800	)		(23,303	)		(52,636	)		(37,534	)		(26,392	)		(32,836	)
Earnings from Continuing Operations		89,871			75,064			186,962			118,397			95,327			97,091
Earnings (Loss) from Discontinued Operations, net of Income Taxes		6,163			(3,271	)		5,278			(5,300	)
Loss from Discontinued Operations, net of Income Taxes														—			(885	)
Net Earnings	$	96,034		$	71,793		$	192,240		$	113,097		$	95,327		$	96,206

BASIC EARNINGS PER SHARE
BASIC EARNINGS (LOSS) PER SHARE
Continuing Operations	$	2.17		$	1.81		$	4.51		$	2.77		$	2.27		$	2.34
Discontinued Operations		0.15			(0.08	)		0.13			(0.12	)		—		$	(0.02	)
Net Earnings	$	2.32		$	1.73		$	4.64		$	2.65		$	2.27		$	2.32
DILUTED EARNINGS PER SHARE
Continuing Operations	$	2.16		$	1.80		$	4.49		$	2.75		$	2.25		$	2.33
Discontinued Operations		0.15			(0.08	)		0.13			(0.12	)		—		$	(0.02	)
Net Earnings	$	2.31		$	1.72		$	4.62		$	2.63		$	2.25		$	2.31
AVERAGE SHARES OUTSTANDING
Basic		41,450,013			41,572,127			41,430,511			42,714,896			42,028,619			41,410,794
Diluted		41,649,319			41,833,775			41,606,401			42,985,715			42,437,366			41,563,268
CASH DIVIDENDS PER SHARE	$	—		$	0.10		$	0.10		$	0.20		$	—		$	0.10

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (unaudited)

	September 30,			March 31,			June 30,			March 31,
	2020			2020			2021			2021
	(dollars in thousands)						(dollars in thousands)
ASSETS
Current Assets -
Current Assets
Cash and Cash Equivalents	$	200,858		$	118,648		$	306,542		$	263,520
Restricted Cash		5,000			—			5,000			5,000
Accounts and Notes Receivable, net		177,138			145,808
Accounts Receivable, net of allowances of $7.0 at June 30, 2021 and $8.1 at March 31, 2021								187,411			147,133
Inventories		227,106			272,121			217,052			235,749
Income Tax Receivable		28,671			128,413			—			2,838
Prepaid and Other Assets		9,634			6,135			15,298			7,449
Current Assets of Discontinued Operations		—			7,092
Total Current Assets		648,407			678,217			731,303			661,689
Property, Plant, and Equipment, net		1,706,200			1,756,417			1,641,063			1,659,100
Notes Receivable		8,287			9,139			8,485			8,419
Investment in Joint Venture		74,331			73,958			76,369			75,399
Operating Lease Right-of-Use Assets		28,139			29,483			24,776			25,811
Goodwill and Intangible Assets, net		394,524			396,463			391,211			392,315
Other Assets		11,395			10,604			17,623			15,948
Assets of Discontinued Operations		—			6,739
	$	2,871,283		$	2,961,020		$	2,890,830		$	2,838,681
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities -
Current Liabilities
Accounts Payable	$	80,130		$	84,183		$	96,923		$	84,171
Accrued Liabilities		76,145			70,442			74,947			78,840
Income Taxes Payable								11,016			—
Operating Lease Liabilities		6,810			6,585			6,127			6,343
Current Liabilities of Discontinued Operations		—			8,487
Total Current Liabilities		163,085			169,697			189,013			169,354
Long-term Debt		1,252,716			1,567,315			1,009,035			1,008,616
Noncurrent Operating Lease Liabilities		37,419			40,239			32,763			34,444
Other Long-term Liabilities		41,586			33,832			40,902			41,291
Deferred Income Taxes		208,446			166,667			227,785			225,986
Liabilities of Discontinued Operations		—			15,427
Total Liabilities		1,703,252			1,993,177			1,499,498			1,479,691
Stockholders’ Equity –
Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; NaNne Issued		—			—
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 41,816,942 and 41,649,041 Shares, respectively		418			416
Stockholders’ Equity
Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; NaN Issued								—			—
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 42,101,619 and 42,370,878 Shares, respectively								421			424
Capital in Excess of Par Value		18,584			10,943			10,035			62,497
Accumulated Other Comprehensive Losses		(3,276	)		(3,581	)		(3,413	)		(3,440	)
Retained Earnings		1,152,305			960,065			1,384,289			1,299,509
Total Stockholders’ Equity		1,168,031			967,843			1,391,332			1,358,990
	$	2,871,283		$	2,961,020		$	2,890,830		$	2,838,681

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2021			2020
	(dollars in thousands)						(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings	$	192,240		$	113,097		$	95,327		$	96,206
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities, Net of Effect of Non-Cash Activity -
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities, Net of Effect of Non-Cash Activity
Depreciation, Depletion and Amortization		64,199			56,333			31,944			31,937
Deferred Income Tax Provision		41,779			7,520			1,799			(3,736	)
Stock Compensation Expense		8,275			12,137			2,456			4,760
Gain on Sale of Subsidiaries		(61,203	)		—			—			(51,973	)
Equity in Earnings of Unconsolidated Joint Venture		(18,373	)		(21,789	)		(7,970	)		(7,796	)
Distributions from Joint Venture		18,000			15,000			7,000			9,500
Changes in Operating Assets and Liabilities:
Changes in Operating Assets and Liabilities
Accounts and Notes Receivable		(27,746	)		(51,242	)		(40,344	)		(45,878	)
Inventories		38,645			35,562			18,697			23,091
Accounts Payable and Accrued Liabilities		5,998			423			(2,938	)		4,398
Other Assets		(3,179	)		9,244			(8,704	)		(2,030	)
Income Taxes Payable (Receivable)		99,742			8,411			13,854			36,834
Net Cash Provided by Operating Activities		358,377			184,696			111,121			95,313
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant, and Equipment		(40,676	)		(60,007	)		(11,935	)		(25,991	)
Acquisition Spending		—			(30,872	)
Proceeds from Sale of Businesses		91,022			—			—			93,482
Net Cash Provided by (Used in) Investing Activities		50,346			(90,879	)		(11,935	)		67,491
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Credit Facility		(315,000	)		275,000
Decrease in Credit Facility								—			(75,000	)
Dividends Paid to Stockholders		(4,163	)		(8,815	)		—			(4,163	)
Purchase and Retirement of Common Stock		—			(313,887	)		(61,929	)		—
Proceeds from Stock Option Exercises		498			1,767			8,222			—
Payment of Debt Issuance Costs		(1,718	)		—			(1,243	)		(1,718	)
Shares Redeemed to Settle Employee Taxes on Stock Compensation		(1,130	)		(2,799	)		(1,214	)		(1,130	)
Net Cash Used in Financing Activities		(321,513	)		(48,734	)		(56,164	)		(82,011	)
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		87,210			45,083			43,022			80,793
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD		118,648			8,601			268,520			118,648
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	$	205,858		$	53,684		$	311,542		$	199,441

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

	Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total
	(dollars in thousands)
Balance at March 31, 2019	$	451		$	—		$	1,212,352		$	(3,316	)	$	1,209,487
Net Earnings		—			—			41,304			—			41,304
Stock Option Exercises and Restricted Share Vesting		—			396			—			—			396
Purchase and Retirement of Common Stock		(23	)		(7,748	)		(190,584	)		—			(198,355	)
Dividends to Stockholders		—			—			(4,316	)		—			(4,316	)
Stock Compensation Expense		1			8,218			—			—			8,219
Shares Redeemed to Settle Employee Taxes		—			(866	)		—			—			(866	)
Cumulative Effect of Change in Accounting for Leases		—			—			(636	)		—			(636	)
Unfunded Pension Liability, net of tax		—			—			—			33			33
Balance at June 30, 2019	$	429		$	—		$	1,058,120		$	(3,283	)	$	1,055,266
Net Earnings		—			—			71,793			—			71,793
Stock Option Exercises and Restricted Share Vesting		—			1,371			—			—			1,371
Purchase and Retirement of Common Stock		(13	)		(366	)		(115,153	)		—			(115,532	)
Dividends to Stockholders		—			—			(4,163	)		—			(4,163	)
Stock Compensation Expense		—			3,918			—			—			3,918
Shares Redeemed to Settle Employee Taxes		—			(1,933	)		—			—			(1,933	)
Unfunded Pension Liability, net of tax		—			—			—			35			35
Balance at September 30, 2019	$	416		$	2,990		$	1,010,597		$	(3,248	)	$	1,010,755

	Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total
	(dollars in thousands)															(dollars in thousands)
Balance at March 31, 2020	$	416		$	10,943		$	960,065		$	(3,581	)	$	967,843		$	416		$	10,943		$	960,065		$	(3,581	)	$	967,843
Net Earnings		—			—			96,206			—			96,206			—			—			96,206			—			96,206
Stock Compensation Expense		2			4,758			—			—			4,760			2			4,758			—			—			4,760
Shares Redeemed to Settle Employee Taxes		—			(1,130	)		—			—			(1,130	)		—			(1,130	)		—			—			(1,130	)
Sale of Business with Unfunded Pension Liability		—			—			—			254			254			—			—			—			254			254
Unfunded Pension Liability, net of tax		—			—			—			25			25			—			—			—			25			25
Balance at June 30, 2020	$	418		$	14,571		$	1,056,271		$	(3,302	)	$	1,067,958		$	418		$	14,571		$	1,056,271		$	(3,302	)	$	1,067,958

																Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total
																(dollars in thousands)
Balance at March 31, 2021																$	424		$	62,497		$	1,299,509		$	(3,440	)	$	1,358,990
Net Earnings		—			—			96,034			—			96,034			—			—			95,327			—			95,327
Stock Compensation Expense		—			3,515			—			—			3,515			1			2,455			—			—			2,456
Stock Option Exercise		—			498			—			—			498
Stock Option Exercises and Restricted Share Issuance																	—			8,222			—			—			8,222
Shares Redeemed to Settle Employee Taxes																	—			(1,214	)		—			—			(1,214	)
Purchase and Retirement of Common Stock																	(4	)		(61,925	)		—			—			(61,929	)
Dividends to Stockholders																	—			—			(10,547	)		—			(10,547	)
Unfunded Pension Liability, net of tax		—			—			—			26			26			—			—			—			27			27
Balance at September 30, 2020	$	418		$	18,584		$	1,152,305		$	(3,276	)	$	1,168,031
Balance at June 30, 2021																$	421			10,035		$	1,384,289		$	(3,413	)	$	1,391,332

Eagle Materials Inc. and Subsidiaries
N~~otes~~Notes to Consolidated Financial Statements

The accompanying unaudited consolidated financial statements as of and for the ~~three- and six-month periods~~three-month period ended ~~September~~June 30, ~~2020~~2021 include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (collectively, the Company, us, or we) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May ~~22, 2020.~~21, 2021.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following unaudited consolidated financial statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

We have been deemed an essential business with respect to the COVID-19 pandemic. While we have not yet experienced a material impact on our operations or financial position from this pandemic, there may be future effects on our business, both directly and indirectly, including with respect to customers, manufacturing operations, employees, suppliers, and the building materials and construction markets in general.

In June 2016, the FASB issued ASU 2016-13, which is an update on the measurement of credit losses on financial instruments, which requires entities to use a forward-looking approach based on expected losses rather than the current model of incurred losses to estimate credit losses on certain types of financial instruments, including Accounts and Notes Receivable. The application of the forward-looking model may result in earlier recognition of allowances for losses than the current method. The adoption of this standard on April 1, 2020 did not have a material effect on our consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU 2019-12, which simplifies the accounting for income taxes, eliminates certain exceptions within existing income tax guidance, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ~~The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.~~ We ~~do not expect the~~adopted this ASU on April 1, 2021 on a prospective basis. The adoption of this ~~standard will~~guidance did not have a material ~~impact to~~effect on our consolidated financial statements.

~~On May 30, 2019, the Company announced it was actively pursuing alternatives for its Oil and Gas Proppants business.~~ On September 18, 2020, we sold our Oil and Gas Proppants business (the ~~“Proppants Business”)~~Proppants Business) to Smart Sand, Inc., a Delaware corporation (the ~~“Purchaser”)~~Purchaser), pursuant to an Equity Purchase and Sale Agreement (the ~~“Purchase Agreement”)~~Purchase Agreement) between the Company and the Purchaser. The sale of this business excluded certain assets, namely real property and equipment in south Texas, real property in Illinois, and certain other assets. The purchase price (the ~~“Purchase Price”)~~Purchase Price) paid by the Purchaser for the acquisition of the Proppants Business was $2.0 million paid in shares of common stock of the Purchaser. The shares delivered to the Company by the Purchaser are not registered under federal or state securities laws, and must be held at least six months, and possibly longer, before they can be sold. The shares were valued at the date of sale, and at September 30, 2020, using Level 1 inputs at the quoted market price of the shares, less a discount for the required holding period. The shares are classified as Prepaid and Other Assets in our Consolidated Balance Sheet at September 30, 2020. Shares representing $0.3 million of the Purchase Price are being held in escrow as a source of recovery for any indemnification claims by the ~~Buyer.~~Purchaser. The sale resulted in a gain of approximately $9.2 million.

In connection with the execution of the Purchase Agreement, we also entered into a Loan and Security Agreement, dated September 18, 2020 (the ~~“Loan~~Loan and Security ~~Agreement”)~~Agreement), by and among the Company, as lender; the Purchaser, as borrower; and other parties thereto. Pursuant to the Loan and Security Agreement, the Company will loan the Purchaser up to $5.0 million for working capital and operating, maintenance, and administrative expenses of the Proppants Business during the one-year period following the closing. The Company has deposited the $5.0 million into an escrow account. Up to 50% of the amounts outstanding under the Loan and Security Agreement may be repaid by the Purchaser in shares of the Purchaser’s common stock. Borrowings under the Loan and Security Agreement will bear interest at a fixed rate of 6.00% per annum during the one-year period following the closing. Any amounts after the one-year period will bear interest at a fixed rate of 8.00% per annum and will mature on September 18, 2024. There were 0 outstanding borrowings at ~~September~~June 30, ~~2020.~~2021. The $5.0 million in the escrow account at ~~September~~June 30, ~~2020~~2021 is classified as Restricted Cash on the Consolidated Balance Sheet.

The sale of the ~~Oil and Gas~~ Proppants ~~business,~~Business, which was previously disclosed as a reportable segment, was determined to meet the discontinued operations accounting criteria. ~~The sale resulted in a gain of approximately $9.2 million, which is included in Earnings (Loss) from Discontinued Operations on the Unaudited Consolidated Statement of Earnings.~~ Certain expenses, which were previously included in the Oil and Gas Proppants operating segment, do not qualify for classification within discontinued operations and have been reclassified from the operating segment to continuing operations. These expenses primarily relate to lease agreements not included in the sale of the Proppants Business.

The following is a summary of operating results included in Earnings (Loss) from Discontinued Operations for the three ~~and six~~ months ended ~~September~~June 30, ~~2020 and 2019.~~2020.

The significant components of our Consolidated Statements of Cash Flows for discontinued operations for the ~~six~~three months ended ~~September~~June 30, 2020 ~~and 2019~~ are as follows:

	For the Six Months Ended September 30,
	2020			2019		For the Three Months Ended June 30, 2020
	(dollars in thousands)					(dollars in thousands)
Depreciation and Amortization	$	221		$	7,642	$	121
Gain on Sale		(9,230	)		—
Net Change in Inventory		—			1,892		—
Capital Expenditures		—			65		—

~~The following is a summary of assets and liabilities attributable to discontinued operations, which were included in our balance sheet at March 31, 2020:~~

On April 17, 2020, we sold our Western Aggregates LLC (Western) and Mathews Readymix LLC (Mathews) businesses to Teichert, Inc. for an aggregate purchase price of approximately $93.5 million, subject to certain post-closing adjustments. This sale resulted in a gain of approximately $52.0 million. Western and Mathews were part of our Concrete and Aggregates operating segment, and their results of operations were included in our financial statements for the period from April 1, 2020 through April 17, 2020.

~~At the date of sale, assets and liabilities included on our balance sheet related to Western and Mathews were approximately $43.8 million and $2.3 million, respectively.~~

Revenue and Operating Earnings from Western and Mathews, collectively, were approximately $1.7 million and $0.1 million, respectively, for the three ~~and six~~ months ~~ended September 30, 2020 and 2019 were as follows:~~

On March 6, 2020, we acquired the assets of Kosmos Cement Company (Kosmos), a joint venture between CEMEX S.A.B. de C.V. and Buzzi Unicem S.p.A. (the Kosmos Acquisition). The Kosmos Acquisition included (i) a cement plant located in Louisville, Kentucky, (ii) a limestone quarry located in Battletown, Kentucky, (iii) cement distribution terminals located in Indianapolis, Indiana; Cincinnati, Ohio; Pittsburgh, Pennsylvania; Charleston, West Virginia; Ceredo, West Virginia; Mt. Vernon, Indiana; and Lexington, Kentucky, and (iv) certain other properties and assets used by Kosmos in connection with the foregoing (collectively, the Kosmos Business). We assumed certain liabilities and obligations of Kosmos relating to the Kosmos Business, including contractual obligations, reclamation obligations and various other liabilities arising out of or relating to the Kosmos Business. The Kosmos Business is included in the Cement segment of our Heavy Materials sector.

~~Purchase Price:~~ The purchase price of the Kosmos Acquisition was approximately $669 million. We funded the payment of the Kosmos Acquisition primarily through a Term Loan borrowing with the remainder paid using cash on hand. See Footnote (N) for a description of the loan terms.

~~Recording of Assets Acquired and Liabilities Assumed:~~ The Kosmos Acquisition was accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The Company engaged a third party to perform appraisal valuation services to support the Company’s preliminary estimate of the fair value of certain assets acquired in the Kosmos Acquisition.

The preparation of the valuation of the assets acquired and liabilities assumed in the Kosmos Acquisition requires the use of significant assumptions and estimates. Critical estimates with respect to the valuation of property, plant, and equipment include, but are not limited to, replacement cost, condition, and estimated remaining useful lives of property and equipment. Critical estimates related to intangible and other assets include future expected cash flows, including projected revenues and expenses, customer attrition, and applicable discount rates. These estimates are based on assumptions that we believe to be reasonable. However, actual results may differ from these estimates.

The Company has determined preliminary fair values of the assets acquired and liabilities assumed in the Kosmos Acquisition. These values are subject to change during the measurement period as we perform additional reviews of the asset retirement obligation.

~~The following table summarizes the provisional allocation of the purchase price to assets acquired and liabilities assumed as of September 30, 2020:~~

~~During the quarter~~ ended June 30, 2020, we completed the valuation of inventories, intangible assets, lease right-of-use assets, and lease obligations. These final values, which are disclosed in the above table, resulted in minor changes from the amounts disclosed in our fiscal 2020 Form 10-K.2020.

Goodwill represents the excess purchase price over the fair values of assets acquired and liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Cement business to the eastern region of the United States. All of the Goodwill generated by the transaction will be deductible for income tax purposes.

~~The following table is a summary of the fair value estimates of the identifiable intangible assets (dollars in thousands) and their weighted-average useful lives:~~

~~Actual and pro forma impact of Kosmos Acquisition:~~ The following table presents the net sales and Operating Earnings related to the Kosmos Acquisition that has been included in our Consolidated Statement of Earnings for the three and six months ended September 30, 2020:

Operating Earnings shown above for the three and six months ended September 30, 2020 was affected by approximately $5.4 million and $10.7 million related to depreciation and amortization, respectively. Additionally, Operating Earnings for the six months ended September 30, 2020 was affected by approximately $3.7 million, related to the recording of acquired inventory at fair value. There was no effect on the quarter ended September 30, 2020 as all of the acquired inventory was sold in the fiscal first quarter.

The unaudited pro forma results presented below include the effects of the Kosmos Acquisition as if it had been consummated as of April 1, 2019. The pro forma results include estimates for depreciation from the fair value adjustments to acquired Property and Equipment, amortization for acquired Intangible Assets, the Inventory step-up to fair value, and interest expense associated with debt used to fund the Kosmos Acquisition. To better reflect the combined operating results, approximately $5.6 million of material nonrecurring charges directly related to the Kosmos Acquisition have been excluded from pro forma Net Income.

The pro forma results do not include any anticipated synergies or other expected benefits of the Kosmos Acquisition. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the Kosmos Acquisition been consummated as of April 1, 2019.

We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard and recycled paperboard. The vast majority of Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard isare originated by purchase orders from our customers, who are primarily third-party contractors and suppliers. Revenue from our Recycled Paperboard segment is generated primarily through long-term supply agreements that mature between 2023 and 2025. We invoice customers upon shipment, and our collection terms range from 30-75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard that is not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.

Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or terminal location. Our long-term supply agreements with customers define, among other commitments, the volume of product that we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based, but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until an agreement is reached with the customer and, therefore, are not subject to the risk of reversal.

The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of Revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.

The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfilment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling that are billed to the customer are recorded as Revenue, while costs we incur for shipping and handling are recorded as expenses and included in Cost of Goods Sold.

Other Non-Operating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, distribution center income, and trucking income, as well as other miscellaneous revenue items and costs that have not been allocated to a business segment.

See Footnote ~~(O)~~(N) to the Unaudited Consolidated Financial Statements for disaggregation of revenue by segment.

Accounts ~~and Notes~~ Receivable have been shown net of the allowance for doubtful accounts of ~~$8.0~~$7.0 million and ~~$9.3~~$8.1 million ~~(net of allowance for doubtful accounts related to discontinued operations)~~ at ~~September~~June 30, ~~2020~~2021 and March 31, ~~2020,~~2021, respectively. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectability of accounts receivable that are past due, and the expected collectability of overall receivables. We have no significant credit risk concentration among our diversified customer base.

We had Notes Receivable totaling approximately ~~$8.3~~$8.5 million at ~~September~~June 30, ~~2020,~~2021, 0ne of which iswas classified as ~~long-term on the balance sheet.~~current. We lend funds to certain companies in the ordinary course of business, and the notes bear interest, on average, at ~~3.6%~~3.1%. Remaining unpaid amounts, plus accrued interest, mature in ~~2026.~~fiscal 2025. The notes are collateralized by certain assets of the ~~borrower,~~borrowers, namely property and equipment, and are generally payable monthly. We monitor the credit risk of each borrower by assessing the timeliness of payments, credit history, credit metrics, and our ongoing interactions with each borrower.

Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Raw Materials and Materials-in-Progress include clinker, which is an intermediary product before it is ground into cement powder. Quantities of Raw Materials and Materials-in-Progress, Aggregates and ~~coal~~Coal inventories, are based on measured volumes, subject to estimation based on the size and location of the inventory piles, and converted to tonnage using standard inventory density factors. Inventories consist of the following:

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Raw Materials and Materials-in-Progress	$	84,494	$	110,558	$	79,200	$	92,696
Finished Cement		28,866		43,538		31,815		34,362
Aggregates		3,544		8,416		3,211		2,933
Gypsum Wallboard		4,015		4,211		4,354		4,177
Paperboard		4,887		5,715		4,321		5,031
Repair Parts and Supplies		89,177		88,094		85,020		86,750
Fuel and Coal		12,123		11,589		9,131		9,800
	$	227,106	$	272,121	$	217,052	$	235,749

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Payroll and Incentive Compensation	$	22,789	$	24,904	$	23,023	$	32,336
Benefits		15,362		12,447		15,268		14,979
Interest		3,811		4,080		6,632		3,089
Property Taxes		9,435		5,110		8,145		6,683
Power and Fuel		1,684		1,353		2,089		2,350
Freight						2,280		1,575
Legal and Professional		11,345		16,096		7,274		9,511
Sales and use Tax		1,052		1,085
Sales and Use Tax						1,816		1,265
Other		10,667		5,367		8,420		7,052
	$	76,145	$	70,442	$	74,947	$	78,840

We lease certain real estate, buildings, and equipment. Certain of these leases contain escalations of rent over the term of the lease, as well as options for us to extend the term of the lease at the end of the original term. These extensions range from periods of one year to twenty years. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. In calculating the present value of future minimum lease payments, we use the rate implicit in the lease if it can be determined. Otherwise we use our incremental borrowing rate in effect at the commencement of the lease to determine the present value of the future minimum lease payments. Additionally, we lease certain equipment under short-term leases with initial terms of less than twelve months, which are not recorded on the balance sheet.

Lease expense for our operating and short-term leases ~~included in continuing operations~~ is as follows:

	For the Three Months Ended September 30,				For the Six Months Ended September 30,				For the Three Months Ended June 30,
	2020		2019		2020		2019		2021		2020
	(dollars in thousands)								(dollars in thousands)
Operating Lease Cost	$	1,767	$	2,098	$	3,563	$	4,008	$	1,514	$	1,796
Short-term Lease Cost		857		460		1,607		919
Short-Term Lease Cost										502		750
Total Lease Cost	$	2,624	$	2,558	$	5,170	$	4,927	$	2,016	$	2,546

The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows:

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Operating Leases:
Operating Leases
Operating Lease Right-of-Use Assets	$	28,139	$	29,483	$	24,776	$	25,811

Current Operating Lease Liabilities	$	6,810	$	6,585	$	6,127	$	6,343
Noncurrent Operating Lease Liabilities		37,419		40,239		32,763		34,444
Total Operating Lease Liabilities	$	44,229	$	46,824	$	38,890	$	40,787

Fiscal Year	Amount			Amount
2021 (remaining six months)	$	4,239
2022		7,556
2022 (remaining nine months)				$	5,539
2023		6,969			6,948
2024		6,007			5,949
2025		5,651			5,589
2026					4,118
Thereafter		24,585			20,365
Total Lease Payments	$	55,007		$	48,508
Less: Imputed Interest		(10,778	)		(9,618	)
Present Value of Lease Liabilities	$	44,229		$	38,890

Weighted-Average Remaining Lease Term (in years)		9.1			10.5
Weighted-Average Discount Rate		3.78	%		3.79	%

On August 7, 2013, our stockholders approved the Eagle Materials Inc. Amended and Restated Incentive Plan (the Plan), which increased the shares we are authorized to issue as awards by 3,000,000 (1,500,000 of which may be stock awards). Under the terms of the Plan, we can issue equity awards, including stock options, restricted stock units (RSUs), restricted stock, and stock appreciation rights to employees of the Company and members of the Board of Directors. ~~Awards that were already outstanding prior to the approval of the Plan on August 7, 2013 remained outstanding.~~ The Compensation Committee of our Board of Directors specifies the terms for grants of equity awards under the Plan.

In May ~~2020,~~2021, the Compensation Committee of the Board of Directors approved the granting to certain officers and key employees an aggregate of ~~96,476 performance vesting~~4,293 performance-vesting stock options that will be earned only if certain performance conditions are satisfied (the Fiscal ~~2021~~2022 Employee Performance Stock Option Grant). The performance criteria for the Fiscal ~~2021~~2022 Employee Performance Stock Option Grant is based upon the achievement of certain levels of return on equity (as defined in the option agreements), ranging from 10.0% to 20.0%, for the fiscal year ending March 31, ~~2021.~~2022. All stock options will be earned if the return on equity is 20.0% or greater, and the percentage of shares earned will be reduced proportionately to approximately 66.7% if the return on equity is 10.0%. If the Company does not achieve a return on equity of at least 10.0%, all granted stock options will be forfeited. Following any such reduction, restrictions on the earned stock options will lapse and the earned options will vest ratably over four years, with the initial fourth vesting promptly following the determination date, and the remaining options vesting on March 31, ~~2022~~2023 through ~~2024.~~2025. The stock options have a term of ten years from the date of grant. The Compensation Committee also approved the granting of ~~80,396~~3,578 time-vesting stock options to the same officers and key employees, which vest ratably over four years (the Fiscal ~~2021~~2022 Employee Time-Vesting Stock Option Grant).

The weighted-average assumptions used in the Black-Scholes model to value the option awards in fiscal ~~2021~~2022 are as follows:

Stock option expense for all outstanding stock option awards totaled approximately ~~$1.1~~$0.7 million and $~~2.8~~$1.7 million for the three ~~and six~~ months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$1.2 million and $2.3 million for the three and six months ended September 30, 2019,~~2020, respectively. At ~~September~~June 30, ~~2020,~~2021, there was approximately ~~$8.9~~$6.3 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of ~~2.6~~2.3 years.

The following table represents stock option activity for the ~~six~~three months ended ~~September~~June 30, ~~2020:~~2021:

	Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Exercise Price
Outstanding Options at March 31, 2020		1,160,091		$	80.36
Outstanding Options at March 31, 2021							708,501		$	83.85
Granted		178,946		$	60.20		7,871		$	139.25
Exercised		(41,519	)	$	81.90		(95,859	)	$	85.77
Cancelled		(12,094	)	$	91.58		(15,390	)	$	76.63
Outstanding Options at September 30, 2020		1,285,424		$	79.17
Options Exercisable at September 30, 2020		873,164
Outstanding Options at June 30, 2021							605,123
Options Exercisable at June 30, 2021							346,580
Weighted-Average Fair Value of Options Granted During the Year	$	22.04				$	48.92

The following table summarizes information about stock options outstanding at ~~September~~June 30, ~~2020:~~2021:

Options Outstanding

Options Exercisable

Range of Exercise Prices

Number of
Shares
Outstanding

Weighted-
Average
Remaining
Contractual
Life (in years)

Weighted-
Average
Exercise
Price

Number of
Shares
Outstanding

Weighted-
Average
Exercise
Price

$23.17 - $29.84

39,165

0.84

$
23.19

39,165

$
23.19

$33.43 - $37.34

42,956

1.70

$
34.14

42,956

$
34.14

$53.22 - $77.67

446,709

6.72

$
67.55

255,357

$
72.53

$79.73 - $106.24

756,594

6.19

$
91.49

535,686

$
89.34

1,285,424

6.06

$
79.17

873,164

$
78.74

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price
$33.69 - $37.34		12,373		0.96	$	34.52		12,373	$	34.52
$59.32 - $81.56		218,382		7.56	$	64.92		88,160	$	70.97
$87.34 - $93.03		200,296		6.63	$	90.84		116,623	$	90.31
$99.37 - $139.25		174,072		6.22	$	105.17		129,424	$	103.21
		605,123		6.73	$	84.45		346,580	$	88.22

At ~~September~~June 30, ~~2020,~~2021, the aggregate intrinsic value for both of the outstanding and exercisable options was approximately ~~$14.3~~$34.9 million and ~~$9.5~~$18.7 million, respectively. The total intrinsic value of options exercised during the ~~six~~three months ended ~~September~~June 30, ~~2020~~2021 was approximately ~~$2.3~~$5.6 million.

In May ~~2020,~~2021, the Compensation Committee approved the granting to certain officers and key employees an aggregate of ~~82,722~~52,577 shares of ~~performance vesting~~performance-vesting restricted stock that will be earned if certain performance conditions are satisfied (the Fiscal ~~2021~~2022 Employee Restricted Stock Performance Award). The performance criteria for the Fiscal ~~2021~~2022 Employee Restricted Stock Performance Award is based upon the achievement of certain levels of return on equity (as defined in the award agreement), ranging from 10.0% to 20.0%, for the fiscal year ending March 31, ~~2021.~~2022. All restricted shares will be earned if the return on equity is 20.0% or greater, and the percentage of shares earned will be reduced proportionately to approximately 66.7% if the return on equity is 10.0%. If the Company does not achieve a return on equity of at least 10.0%, all awards will be forfeited. Following any such reduction, restrictions on the earned shares will lapse ratably over four years, with the initial fourth lapsing promptly following the determination date, and the remaining restrictions lapsing on March 31, ~~2022~~2023 through ~~2024.~~2025. The Compensation Committee also approved the granting of ~~68,936~~43,816 shares of time-vesting restricted stock to the same officers and key employees, which vest ratably over four years (the Fiscal ~~2021~~2022 Employee Restricted Stock Time-Vesting Award). The Fiscal ~~2020~~2022 Employee Restricted Stock Performance Award and the Fiscal ~~2021~~2022 Employee Restricted Stock Time-Vesting Award were valued at the closing price of the stock on the date of grant and are being expensed over a four-year period.

In August 2020, we granted 26,064 shares of restricted stock to members of the Board of Directors (the Board of Directors Fiscal 2021 Restricted Stock Award). Restrictions on these shares will lapse six months after the date of grant. The Board of Directors Fiscal 2021 Restricted Stock Award was valued at the closing price of the stock at the date of the grant and is being expensed over a six-month period.

The fair value of restricted stock is based on the stock price at the date of grant. The following table summarizes the activity for nonvested restricted shares during the ~~six~~three months ended ~~September~~June 30, ~~2020:~~2021:

	Number of Shares			Weighted-Average Grant Date Fair Value		Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested Restricted Stock March 31, 2020		233,120		$	75.35
Nonvested Restricted Stock at March 31, 2021							267,090		$	62.56
Granted		178,373		$	63.63		96,393		$	139.25
Vested		(49,727	)	$	66.22		(20,685	)	$	60.21
Forfeited		(6,127	)	$	91.58		(5,218	)	$	75.10
Nonvested Restricted Stock at September 30, 2020		355,639		$	68.21
Nonvested Restricted Stock at June 30, 2021							337,580

~~During the six months ended September 30, 2020, the weighted-average grant date fair value of restricted shares awarded was $63.63.~~

Expense related to restricted shares was approximately ~~$2.4~~$1.8 million and ~~$5.4~~$3.0 million for the three ~~and six~~ months ended ~~September~~June 30, ~~2020, respectively,~~2021 and ~~$2.7 million and $9.8 million for the three and six months ended September 30, 2019,~~2020 respectively. At ~~September~~June 30, ~~2020,~~2021, there was approximately ~~$17.5~~$23.8 million of unearned compensation from restricted stock, which will be recognized over a weighted-average period of ~~2.4~~2.9 years.

The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the Plan was ~~3,455,865~~3,396,823 at ~~September~~June 30, ~~2020.~~2021.

	For the Three Months Ended September 30,						For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2020			2019			2021			2020
Weighted-Average Shares of Common Stock Outstanding		41,450,013			41,572,127			41,430,511			42,714,896			42,028,619			41,410,794
Effect of Dilutive Shares:
Effect of Dilutive Shares
Assumed Exercise of Outstanding Dilutive Options		414,338			649,394			272,513			700,024			652,877			130,687
Less Shares Repurchased from Proceeds of Assumed Exercised Options		(320,410	)		(509,571	)		(191,050	)		(550,609	)		(425,147	)		(61,690	)
Restricted Stock Units		105,378			121,825			94,427			121,404			181,017			83,477
Weighted-Average Common Stock and Dilutive Securities Outstanding		41,649,319			41,833,775			41,606,401			42,985,715			42,437,366			41,563,268
Shares Excluded Due to Anti-dilution Effects		795,382			448,354			929,990			388,058
Shares Excluded Due to Anti-Dilution Effects														3,578			1,065,648

We sponsor several defined benefit pension plans and defined contribution plans, which together cover substantially all our employees. Benefits paid under the defined benefit plans covering certain hourly employees ~~are~~were historically based on years of service and the employee’s qualifying compensation over the last few years of employment. Over the last several years, these plans have been frozen to new participants and new benefits, with the last plan becoming frozen during fiscal 2020. Our pension plans are all fully funded, with plan assets exceeding the benefit obligation at March 31, 2021. Due to the frozen status, and the current funding, of the plans, our expected pension expense for fiscal 2022 is less than $0.1 million for the fiscal year.

~~The following table shows the components of net periodic (benefit) cost for our plans:~~

Income Taxes for the interim periods presented have been included in the accompanying financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, we will include, when appropriate, certain items treated as discrete events to arrive at an estimated overall tax amount. The effective tax rate for the ~~six~~three months ended ~~September~~June 30, ~~2020~~2021 was approximately 22%, which was lower than the tax rate of ~~24%~~25% for the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2020. The effective tax rate iswas higher than the ~~U.S.~~US Statutory rate of 21% ~~primarily~~mainly due to state income taxes, partially offset by a benefit recognized related to ~~the~~ reversal of all of our uncertain tax position. The reversal of all of our uncertain tax position was the result of new regulations issued by the U.S. Department of Treasury relating to the interest limitation under IRC section 163(j).percentage depletion.

	September 30,			March 31,			June 30,			March 31,
	2020			2020			2021			2021
	(dollars in thousands)						(dollars in thousands)
Revolving Credit Facility	$	245,000		$	560,000		$	—		$	—
4.500% Senior Unsecured Notes Due 2026		350,000			350,000			350,000			350,000
Term Loan		665,000			665,000			665,000			665,000
Total Debt		1,260,000			1,575,000			1,015,000			1,015,000
Less: Debt Origination Costs		(7,284	)		(7,685	)		(5,965	)		(6,384	)
Long-term Debt	$	1,252,716		$	1,567,315		$	1,009,035		$	1,008,616

~~We have~~At June 30, 2021, we had a $750.0 million revolving credit facility (the Revolving Credit Facility), that ~~terminates on August 2, 2022. The borrowing capacity under the Revolving Credit Facility is $750.0~~included a $40.0 million until August 2, 2021, after which the aggregate borrowing capacity under the Revolving Credit Facility will be reduced to $665.0 million. The Revolving Credit Facility also includes a swingline loan sublimitletter of ~~$25.0 million.~~

Borrowings under the Revolving Credit Facility are guaranteed by all of the Company’s material subsidiaries. The debt under the Revolving Credit Facility is not rated by ratings agencies. At the Company’s option, principal amounts outstanding under the Revolving Credit Facility bear interest at a variable rate equal to either (i) the Adjusted LIBO Rate (as defined in the Revolving Credit Facility) plus an agreed spread (ranging from 125 to 200 basis points for loans scheduled to mature in 2021 and from 150 to 250 basis points for loans scheduled to mature in 2022), which is established quarterly based on the Company's then Leverage Ratio (as defined in the Revolving Credit Facility); or (ii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the

highest of (a) the Prime Rate (as defined in the Revolving Credit Facility), (b) the NYFRB (as defined in the Revolving Credit Facility) plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month interest period on such day, plus 1.0%, in each case plus an agreed upon spread (ranging from 25 to 100 basis points for loans scheduled to mature in 2021 and from 50 to 150 basis points for loans scheduled to mature in 2022) which is established quarterly based on the Company's then Leverage Ratio. In the case of loans bearing interest at a rate based on the Alternate Base Rate, interest payments are payable quarterly. In the case of loans bearing interest at a rate based on the Adjusted LIBO Rate, interest is payable at the end of the relevant Interest Period (as defined in the Revolving Credit Facility) for such borrowing unless such Interest Period is for more than three months duration, in which case such interest is payable at intervals of three months duration after the first day of such Interest Period, which can be up to six months at the option of the Company. The Company is also required to pay a commitment fee on unused available borrowings under the Revolving Credit Facility (ranging from 15 to 30 basis points for loans scheduled to mature in 2021 and from 20 to 40 basis points for loans scheduled to mature in 2022) which is established quarterly based on the Company's then Leverage Ratio. The Revolving Credit Facility contains customary covenants that restrict the Company’s and its Restricted Subsidiaries’ ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; make or enter into certain investments, loans, or guaranties; enter into certain swap agreements; enter into affiliate transactions or restrictive transactions; make restricted payments; prepay subordinated indebtedness; and enter into sale and leaseback arrangements. The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 4.50:1.00 or less and an Interest Coverage Ratio (as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00.

Wecredit facility. There were ~~in compliance with all financial ratios and tests at September 30, 2020. We had $245.0 million of~~0 borrowings outstanding under the Revolving Credit Facility at ~~September~~June 30, 2020. We had $500.0 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit, at September 30, 2020, all of which was available for future borrowings based on our current Leverage Ratio.

The Revolving Credit Facility has a $40.0 million letter of credit facility. The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility) plus a one-time letter of credit fee to the issuing bank of such letters of credit in an amount equal to 0.125% of the initial stated amount. At September 30, 2020, we had $5.02021, although there were $4.3 million of outstanding letters of credit. ~~We previously provided an irrevocable stand-by letter of credit for any borrowings made by our Joint Venture~~All fees and expenses owed under ~~its credit facility; however, this credit~~the Revolving Credit Facility were paid on July 1, 2021 and the facility was terminated ~~and the letter of credit cancelled in July 2020.~~(as more fully summarized below).

We ~~have~~had a term loan credit agreement (the Term Loan ~~Agreement)~~Facility) establishing a $665.0 million term loan facility which we used to pay a portion of the purchase price for the Kosmos Acquisition and fees and expenses incurred in connection with the Kosmos Acquisition in March ~~2020, which matures on August 2, 2022.~~

~~Borrowings under the~~2020. The Term Loan ~~Agreement bear interest, at our option, at a variable rate equal to either (i) the Alternate Base Rate (as defined in the Term Loan Agreement~~Facility was repaid on July 1, 2021 and consistent with the Revolving Credit Facility), plus an agreed spread (ranging from 50 to 150 basis points), or (ii) the Adjusted LIBO Rate (as defined in the Term Loan Agreement) plus an agreed spread (ranging from 150 to 250 basis points), which is established quarterly based on the Company's then Leverage Ratio (as defined in the Term Loan Agreement and consistent with the Revolving Credit Facility). The Company must also maintain a Leverage Ratio and Interest Coverage Ratio consistent with the Revolving Credit Facility.terminated.

On August 2, 2016, the Company issued $350.0 million aggregate principal amount of 4.500% senior notes ~~(Senior~~(4.500% Senior Unsecured Notes) due August 2026. ~~Interest~~These notes were redeemed in full on July 19, 2021 (the next succeeding business day following the ~~Senior Unsecured Notes is payable semiannually on February 1 and August 1 of each year until~~redemption date). The redemption price included all of the outstanding ~~notes are paid. The Senior Unsecured Notes rank equal to existing~~principal and ~~future senior indebtedness, including~~accrued interest through the redemption date of July 17, 2021, as well as an early termination premium of approximately $8.4 million.

On July 1, 2021, we terminated the Revolving Credit Facility and entered into an unsecured $750.0 million revolving credit facility (the New Revolving Credit Facility), which terminates on July 1, 2026. The New Revolving Credit Facility also provides the ~~Term Loan. Prior~~Company the option to ~~August~~increase the borrowing capacity by up to $375.0 million (for a total of $1,125 million in available borrowings), provided that the existing lenders, or new lenders, agree to such increase. The New Revolving Credit Facility includes a $40.0 million letter of credit facility and a swingline loan sub-facility of $25.0 million.

The New Revolving Credit Facility contains customary covenants for an unsecured investment-grade facility, including covenants that restrict the Company’s and/or its subsidiaries’ (as applicable) ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; and enter into certain affiliate transactions. The New Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 3.50:1.00 or less and an Interest Coverage Ratio (both ratios, as defined in the New Revolving Credit Facility) equal to or greater than 2.50 to 1.00 (collectively, the Financial Covenants).

At the Company’s option, principal amounts outstanding under the New Revolving Credit Facility bear interest at a variable rate equal to either (i) the Adjusted LIBO Rate (as defined in the New Revolving Credit Facility) plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating; or (ii) an Alternate Base Rate (as defined in the New Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the New Revolving Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the New Revolving Credit Facility) in effect on any applicable day, plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month interest period on any applicable day (or if such day is not a Business Day (as defined in the New Revolving Credit Facility), the immediately preceding Business Day), plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points) which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the New Revolving Credit Facility ranging from 9 to 22.5 basis points which is established based on the Company's then credit rating.

The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the New Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the New Revolving Credit Facility) plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance, amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.

Assuming the Financial Covenants had been in effect on June 30, 2021, we would have been in compliance on such date, and, to the extent the Financial Covenants were tested on July 1, 2021, we ~~may~~would have also been in compliance on such date when we entered into the New Revolving Credit Facility. There were 0 borrowings outstanding under the New Revolving Credit Facility as of July 1, 2021, although we borrowed approximately $100.0 million under the New Revolving Credit Facility on July 19, 2021 to redeem ~~some or all~~a portion of the 4.500% Senior Unsecured Notes (See discussion of 4.500% Senior Unsecured Notes 2026 above, and 2.500% Senior Unsecured Notes 2031 below for further discussion). In addition to the borrowings, the $4.3 million outstanding letters of credit under the Revolving Credit Facility were transferred to the New Revolving Credit Facility on July 1, 2021. After the repayment of the 4.500% Senior Unsecured Notes, we had $645.7 million of available borrowings under the New Revolving Credit Facility, net of the outstanding letters of credit, all of which is available for future borrowings.

On July 1, 2021, we issued $750.0 million aggregate principal amount of 2.500% senior notes due July 2031 (the 2.500% Senior Unsecured Notes). The 2.500% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2.500% Senior Unsecured Notes were issued net of original issue discount of $6.3 million and have an effective interest rate of approximately 2.6%. The original issue discount is being amortized by the effective interest method over the ten-year term of the notes. The 2.500% Senior Unsecured Notes are redeemable prior to April 1, 2031 at a redemption price equal to 100% of the aggregate principal amount ~~plus a “make-whole” premium. Beginning August 1, 2021, we may redeem some or all~~ of the 2.500% Senior Unsecured Notes being redeemed, plus the present value of remaining scheduled payments of principal and interest from the applicable redemption date to April 1, 2031, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points. The 2.500% Senior Unsecured Notes are redeemable on or after April 1, 2031 at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 2.500% Senior Unsecured Notes at ~~the redemption prices set forth below (expressed as~~ a ~~percentage~~purchase price equal to 101% of the aggregate principal amount ~~being redeemed):~~

~~The~~of the 2.500% Senior Unsecured Notes ~~contain~~being repurchased, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The indenture governing the 2.500% Senior Unsecured Notes contains certain covenants that limit our ~~ability and/or our guarantor subsidiaries'~~ ability to create or permit to exist certain liens;

enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our ~~assets. The Company’s~~assets, and provides for certain events of default that, if any occurred, would permit or require the principal of and accrued interest on the 2.500% Senior Unsecured Notes ~~are fully, unconditionally, jointly,~~to become or be declared due and ~~severally guaranteed by each~~payable.

In connection with the issuance of ~~our subsidiaries that are guarantors~~the 2.500% Senior Unsecured notes, on July 1, 2021 we repaid all outstanding amounts under and terminated the Term Loan Facility. Additionally, on July 19, 2021, we redeemed and paid in full all outstanding amounts due under the 4.500% Senior Unsecured Notes, using proceeds from the 2.500% Senior Unsecured Notes, the New Revolving Credit Facility and cash on hand. In connection with the termination and repayment of the Term Loan ~~Agreement.~~Facility and the redemption of the 4.500% Senior Unsecured Notes, we will expense approximately $6.0 million of related debt issuance costs in July 2021.

Subsequent to the issuance of the 2.500% Senior Unsecured Notes, the repayment of the Term Loan, and the redemption of the 4.500% Senior Unsecured Notes, our Long-term Debt consists of the following:

We lease one of our cement plants from the city of Sugar Creek, Missouri. The city of Sugar Creek issued industrial revenue bonds to partly finance improvements to the cement plant. The lease payments due to the city of Sugar Creek under the cement plant lease, which was entered into upon the sale of the industrial revenue bonds, are equal in amount to the payments required to be made by the city of Sugar Creek to the holders of the industrial revenue bonds. Because we hold all outstanding industrial revenue bonds, no debt is reflected on our financial statements in connection with our lease of the cement plant. Upon expiration of the lease December 2020, we will exercise our option to purchase the cement plant for a nominal amount.

Operating segments are defined as components of an enterprise that engage in business activities that earn revenue, incur expenses, and prepare separate financial information that is evaluated regularly by our chief operating decision maker in order to allocate resources and assess performance. On September 18, 2020, we sold our Oil and Gas Proppants business, which had been reported as an operating segment. The Oil and Gas Proppants business was determined to meet the discontinued operations accounting criteria; therefore, this segment is no longer separately reported in our reportable segment footnote for any of the periods presented. Certain expenses of the Oil and Gas Proppants business that related to assets not included in the sale, namely real property and equipment in south Texas, real property in Illinois, and certain other assets, are included in Other when reconciling segment operating earnings to consolidated operating earnings. See Footnote (C) for more information about the sale of the Oil and Gas Proppants business.

WeOur business is organized into 2 sectors within which there are ~~a leading supplier of heavy construction materials~~4 reportable business segments. The Heavy Materials sector includes the Cement and ~~light building materials in~~Concrete and Aggregates segments. The Light Materials sector includes the ~~United States.~~ Gypsum Wallboard and Recycled Paperboard segments.

Our primary products are commodities that are essential in commercial and residential construction; public construction projects; and projects to build, expand, and repair roads and highways. 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.

Our remaining businesses are organized into 2 sectors within which there are 4 reportable business segments. The Heavy Materials sector includes the Cement and Concrete and Aggregates segments. The Light Materials sector includes the Gypsum Wallboard and Recycled Paperboard segments.

Our operations are conducted in the U.S. and include the mining of limestone for the manufacture, production, distribution, and sale of portland cement (a basic construction material ~~which~~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).

We operate 8 modern cement plants (1(one of which is operated through a joint venture located in Buda, Texas), ~~one~~1 slag grinding facility, and 29 cement distribution terminals. Our cement companies focus on the U.S.

heartland and operate as an integrated network selling product primarily in California, Colorado, Illinois, Indiana, Iowa, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, and Texas. We operate 2026 readymix concrete batch plants and 3 aggregates processing plants in markets that are complementary to our cement network. On April 17, 2020, we sold our Concrete and Aggregates companies in northern California. See Footnote (C) for more information about the sale.

We operate 5 gypsum wallboard plants and a recycled paperboard mill. We distribute gypsum wallboard and recycled paperboard throughout the continental U.S., with the exception of the Northeast.

We account for intersegment sales at market prices. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture Revenue and Operating Earnings, consistent with the way management reports the segments within the Company for making operating decisions and assessing performance.

The following table sets forth certain financial information relating to our operations by segment. We do not allocate interest or taxes at the segment level; these costs are disclosed at the consolidated company level.

	For the Three Months Ended September 30,						For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2020			2019			2021			2020
	(dollars in thousands)												(dollars in thousands)
Revenue -
Revenue
Cement	$	278,062		$	227,013		$	539,473		$	422,326		$	270,255		$	261,411
Concrete and Aggregates		46,300			55,971			90,490			95,749			44,754			44,190
Gypsum Wallboard		131,210			128,660			261,360			255,384			166,267			130,150
Paperboard		46,071			41,847			82,815			84,547			43,267			36,744
		501,643			453,491			974,138			858,006			524,543			472,495
Less: Intersegment Revenue		(26,766	)		(23,034	)		(46,972	)		(44,679	)		(26,082	)		(20,206	)
Less: Joint Venture Revenue		(27,193	)		(29,888	)		(52,493	)		(57,393	)		(22,691	)		(25,300	)
	$	447,684		$	400,569		$	874,673		$	755,934		$	475,770		$	426,989

	For the Three Months Ended September 30,				For the Six Months Ended September 30,				For the Three Months Ended June 30,
	2020		2019		2020		2019		2021		2020
	(dollars in thousands)								(dollars in thousands)
Intersegment Revenue -
Intersegment Revenue
Cement	$	6,267	$	6,703	$	12,298	$	10,956	$	7,833	$	6,031
Concrete and Aggregates		—		407		106		784		—		106
Paperboard		20,499		15,924		34,568		32,939		18,249		14,069
	$	26,766	$	23,034	$	46,972	$	44,679	$	26,082	$	20,206
Cement Sales Volume (M tons) -
Cement Sales Volume (M tons)
Wholly Owned		1,947		1,529		3,813		2,847		1,852		1,866
Joint Venture		233		249		452		481		184		219
		2,180		1,778		4,265		3,328		2,036		2,085

	For the Three Months Ended September 30,						For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2020			2019			2021			2020
	(dollars in thousands)						(dollars in thousands)						(dollars in thousands)
Operating Earnings -
Operating Earnings
Cement	$	79,913		$	66,526		$	140,368		$	102,647		$	62,547		$	60,455
Concrete and Aggregates		5,255			7,255			10,673			11,689			5,344			5,418
Gypsum Wallboard		37,606			38,456			78,931			76,388			63,253			41,325
Paperboard		10,652			10,095			13,547			20,039			3,337			2,895
Other		—			(955	)		—			(1,860	)
Sub-Total		133,426			121,377			243,519			208,903			134,481			110,093
Corporate General and Administrative Expense		(11,109	)		(13,458	)		(28,898	)		(34,712	)		(9,468	)		(17,789	)
Gain on Sale of Businesses		—			—			51,973			—			—			51,973
Other Non-Operating Income (Loss)		(90	)		585			(399	)		723			3,678			(309	)
Earnings Before Interest and Income Taxes		122,227			108,504			266,195			174,914			128,691			143,968
Interest Expense, net		(12,556	)		(10,137	)		(26,597	)		(18,983	)		(6,972	)		(14,041	)
Earnings from Continuing Operations Before Income Taxes	$	109,671		$	98,367		$	239,598		$	155,931
Cement Operating Earnings -
Earnings Before Income Taxes													$	121,719		$	129,927
Cement Operating Earnings
Wholly Owned	$	69,336		$	54,169		$	121,995		$	80,858		$	54,577		$	52,659
Joint Venture		10,577			12,357			18,373			21,789
Joint Ventures														7,970			7,796
	$	79,913		$	66,526		$	140,368		$	102,647		$	62,547		$	60,455
Capital Expenditures -
Capital Expenditures
Cement	$	7,909		$	8,209		$	18,257		$	18,746		$	7,967		$	10,348
Concrete and Aggregates		41			5,496			1,302			6,091			546			1,261
Gypsum Wallboard		4,070			6,443			10,582			8,374			1,694			6,512
Paperboard		2,665			17,239			10,535			29,599			1,117			7,870
Corporate and Other														611			—
	$	14,685		$	37,387		$	40,676		$	62,810		$	11,935		$	25,991
Depreciation, Depletion, and Amortization -
Depreciation, Depletion, and Amortization
Cement	$	19,258		$	13,868		$	38,501		$	28,086		$	19,531		$	19,243
Concrete and Aggregates		2,698			2,754			5,419			4,945			2,578			2,721
Gypsum Wallboard		5,661			5,147			10,861			10,099			5,396			5,200
Paperboard		3,344			2,203			6,696			4,366			3,668			3,352
Corporate and Other		1,201			598			2,501			1,195			771			1,300
	$	32,162		$	24,570		$	63,978		$	48,691		$	31,944		$	31,816

Discontinued Operations
Capital Expenditures	$	—		$	—		$	—		$	65
Depreciation, Depletion, and Amortization	$	100		$	3,803		$	221		$	7,642		$	—		$	121

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Identifiable Assets
Cement	$	1,952,280	$	1,980,306	$	1,902,811	$	1,898,930
Concrete and Aggregates		96,566		136,041		91,306		88,410
Gypsum Wallboard		369,966		375,946		365,084		366,352
Paperboard		193,259		183,288		185,287		186,156
Assets of Discontinued Operations		—		13,831
Other, net		259,212		271,608
Corporate and Other						346,342		298,833
	$	2,871,283	$	2,961,020	$	2,890,830	$	2,838,681

The Capital Expenditures for the six months ended September 30, 2019 disclosed above differs from the capital expenditures on the Unaudited Consolidated Statement of Cash Flows as it includes $2.9 million of capital expenditures that were accrued at September 30, 2019 and therefore not included in the Statement of Cash Flows. See Footnote (B) for more information.

Segment ~~Operating Earnings,~~operating earnings, including the proportionately consolidated 50% interest in the revenue and expenses of the Joint Venture, represent Revenue, less direct operating expenses, segment Depreciation, and segment Selling, General, and Administrative expenses. We account for intersegment sales at market prices. Corporate assets consist primarily of cash and cash equivalents, general office assets, and miscellaneous other assets.

The basis used to disclose Identifiable Assets; Capital Expenditures; and Depreciation, Depletion, and Amortization conforms with the equity method, and is similar to how we disclose these accounts in our Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Earnings.

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Cement	$	203,342	$	205,797	$	203,342	$	203,342
Concrete and Aggregates		1,639		1,639		1,639		1,639
Gypsum Wallboard		116,618		116,618		116,618		116,618
Paperboard		7,538		7,538		7,538		7,538
	$	329,137	$	331,592	$	329,137	$	329,137

Summarized financial information for the Joint Venture that is not consolidated is set out ~~below (this~~below. This summarized financial information includes the total amount for the Joint Venture and not our 50% interest in those ~~amounts):~~amounts:

	For the Three Months Ended September 30,				For the Six Months Ended September 30,				For the Three Months Ended June 30,
	2020		2019		2020		2019		2021		2020
	(dollars in thousands)				(dollars in thousands)				(dollars in thousands)
Revenue	$	54,387	$	59,775	$	104,987	$	115,617	$	45,382	$	50,600
Gross Margin	$	23,004	$	26,191	$	39,769	$	46,056	$	16,833	$	16,765
Earnings Before Income Taxes	$	21,154	$	24,713	$	36,745	$	43,577	$	16,189	$	15,727

	September 30,		March 31,		June 30,		March 31,
	2020		2020		2021		2021
	(dollars in thousands)				(dollars in thousands)
Current Assets	$	70,185	$	77,331	$	67,254	$	66,871
Non-Current Assets	$	101,889	$	93,093	$	107,390	$	107,617
Current Liabilities	$	16,917	$	17,197	$	15,043	$	16,390

	For the Three Months Ended September 30,						For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2020			2019			2021			2020
	(dollars in thousands)						(dollars in thousands)						(dollars in thousands)
Interest Income	$	(40	)	$	(7	)	$	(40	)	$	(11	)	$	(25	)	$	—
Interest Expense		11,672			9,861			24,692			18,432			6,126			13,019
Other Expenses		924			283			1,945			562			871			1,022
Interest Expense, net	$	12,556		$	10,137		$	26,597		$	18,983		$	6,972		$	14,041

Interest Income includes interest earned on investments of excess cash. Components of Interest Expense include interest associated with the Revolving Credit Facility, Term Loan, Senior Unsecured Notes, and commitment fees based on the unused portion of the Revolving Credit Facility. Other Expenses include amortization of debt issuance costs and Revolving Credit Facility costs.

We have certain deductible limits under our workers’ compensation and liability insurance policies for which reserves are established based on the undiscounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers’ compensation, ~~and~~ auto, and general liability self-insurance. At ~~September~~June 30, ~~2020,~~2021, we had contingent liabilities under these outstanding letters of credit of approximately ~~$5.0~~$4.3 million.

In the ordinary course of business, we execute contracts involving indemnifications that are both standard in the industry and ~~indemnifications~~ specific to a transaction such as the sale of a business. These indemnifications may include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental

regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; construction contracts and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, management believes these indemnifications will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. We currently have 0 outstanding guarantees.

We are currently contingently liable for performance under ~~$27.8~~$25.6 million in performance bonds required by certain states and municipalities and their related agencies. The bonds are principally for certain reclamation obligations and mining permits. We have indemnified the underwriting insurance company against any exposure under the performance bonds. In our past experience, no material claims have been made against these financial instruments.

The fair value of our long-term debt has been estimated based upon our current incremental borrowing rates for similar types of borrowing arrangements. The fair value of our Senior Unsecured Notes at ~~September~~June 30, ~~2020~~2021 is as follows:

The estimated fair value of our long-term debt was based on quoted prices of similar debt instruments with similar terms that are publicly traded (level 2 input). The carrying values of ~~cash, restricted cash, cash equivalents, accounts~~Cash and ~~notes receivable, accounts payable,~~Cash Equivalents, Accounts Receivable, Notes Receivable, Accounts Payable, and ~~accrued liabilities~~Accrued Liabilities approximate their fair values at ~~September~~June 30, ~~2020,~~2021, due to the short-term maturities of these assets and liabilities. The fair value of our ~~Revolving Credit Facility and~~ Term Loan also approximates ~~their~~its carrying ~~values~~value at ~~September~~June 30, ~~2020.~~2021.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a leading supplier of heavy construction materials and light building materials in the United States. Our primary products are commodities that are essential in commercial and residential construction; public construction projects; and projects to build, expand, and repair roads and highways. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. We distribute our products ~~across many~~throughout most of the United States, ~~markets,~~except the Northeast, which provides us with regional economic diversification.

On September 18, 2020, we sold our Oil and Gas Proppants business, which had been reported as an operating segment, resulting in a gain of approximately $9.2 million. Because the sale of the Oil and Gas Proppants business was determined to meet the discontinued operations accounting criteria, this segment is no longer separately reported in our reportable segment footnote for any of the periods presented. See Footnote (C) However, general economic downturns or localized downturns in the ~~Unaudited Consolidated Financial Statements for more information about the sale~~regions where we have operations may have a material adverse effect on our business, financial condition, and results of ~~the Oil and Gas Proppants business.~~operations.

Our ~~remaining businesses are~~business is 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 three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, are presented on a consolidated basis and by 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.

All our business activities are conducted in the United States. These activities include the mining of limestone for the manufacture, production, distribution, 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).

~~Demand for~~On September 18, 2020, we sold our ~~products is generally cyclical~~Oil and ~~seasonal, depending on economic and geographic conditions. We distribute our products throughout most~~Gas Proppants business, which had previously been reported as a separate operating segment. Because the sale of the ~~United States, except~~Oil and Gas Proppants business was determined to meet the ~~Northeast, which provides us with regional economic diversification. However, general economic downturns or localized downturns~~accounting criteria for discontinued operations, this segment is no longer separately reported in our reportable segment footnote for any of the periods presented. See Footnote (C) in the ~~regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.~~

~~On August 2, 2019, we acquired~~Unaudited Consolidated Financial Statements for more information about the ~~assets of a readymix concrete and aggregates business in Northern Nevada (the ConAgg Acquisition). The purchase price (Purchase Price)~~sale of the ~~ConAgg Acquisition was approximately $30.4 million. The Purchase Price~~Oil and expenses incurred in connection with the ConAgg Acquisition were funded through operating cash flows and borrowings under our Revolving Credit Facility. The ConAgg Acquisition’s assets and operating results are included in our Concrete and Aggregates segment reporting from August 2, 2019 through March 31, 2020, and for the six months ended September 30, 2020.

On March 6, 2020, we acquired the assets of Kosmos Cement Company (Kosmos), a joint venture between CEMEX S.A.B. de C.V. and Buzzi Unicem S.p.A. for approximately $669 million (the Kosmos Acquisition). The Kosmos Acquisition included (i) a cement plant located in Louisville, Kentucky, (ii) a limestone quarry located in Battletown, Kentucky, (iii) cement distribution terminals located in Indianapolis, Indiana; Cincinnati, Ohio; Pittsburgh, Pennsylvania; Charleston, West Virginia; Ceredo, West Virginia; Mt. Vernon, Indiana; and Lexington, Kentucky, and (iv) certain other properties and assets used by Kosmos in connection with the foregoing (collectively, the Kosmos Business). We also assumed certain liabilities and obligations of Kosmos relating to the Kosmos Business, including contractual obligations, reclamation obligations, and various other liabilities and obligations arising out of or relating to the Kosmos Business. We funded the payment of the purchase price and expenses incurred in connection with the transaction through a combination of cash on hand and a syndicated term loan facility. The Kosmos Business’ assets and operating results are included in our Cement segment reporting from March 6, 2020 through March 31, 2020, and for the six months ended September 30, 2020.Gas Proppants business.

On April 17, 2020, we sold our Western Aggregates LLC (Western) and Mathews Readymix LLC (Mathews) businesses for an aggregate purchase price of $93.5 million, resulting in a gain of $52.0 million. Western and Mathews were part of our Concrete and Aggregates operating segment, and their results of operations were included in our financial statements for the period from April 1, 2020 through April 17, 2020.

As previously announced on May 30, 2019, the Company plans to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spin-off to Eagle shareholders. We remain committed to the separation and continue to make preparations to ensure that the two businesses are well-positioned for the separation, although the timing of the separation remains uncertain given the effects of the COVID-19 pandemic.

To date, we have not been materially affected by the extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the spread of COVID-19.

Our second quarter results reflected another strong quarter for Eagle. Our end markets have remained resilient despite the COVID-related uncertainty. Our regional construction markets continued to outperform the national average and sales volume performance in both of our major business lines continued to improve – our wallboard shipments were up 6% and our organic cement sales volume was up 1%.

~~For the short term, we are~~We remain well positioned to manage our cost structure and meet our ~~customer needs. Our substantial raw material reserves support our low-cost producer position and~~customers’ requirements during the ~~early summer we implemented cement price increases across all~~remainder of fiscal 2022. In the first quarter of fiscal 2022, residential construction activity remained robust, and infrastructure spending continued at high levels. We expect demand for our ~~markets~~Wallboard and ~~we have an announced wallboard price~~Cement businesses to remain strong throughout fiscal 2022. Additionally, if the proposed federal infrastructure program is passed, investment in roads, bridges, and other infrastructure will increase ~~to be implemented in early November. Recycled fiber prices retreated from their spring highs and have largely been flat since July.~~ further throughout the country.

For the intermediate term, we are closely monitoring the disruptions caused by the COVID-19 pandemic, including potential second wave issues, and any responses designed to contain its spread and their possible impact on our business and our customers. While, recent economic data has been more constructive than many expected earlier this year, the extent to which the spread of COVID-19 will impact the national and local economies in which we operate, and ultimately our business, will depend on numerous factors, which are highly uncertain and difficult to predict; therefore, we continue to prepare for a broad range of economic outcomes.

Cement and Concrete and Aggregates markets are affected by infrastructure spending, residential construction, industrial construction activity, and weather. The Portland Cement Association estimates that in calendar 2021 cement consumption will increase approximately 2% over 2020. Despite underlying market demand, our organic Cement sales volume growth is expected to be limited in fiscal 2022 because our integrated cement sales network, which stretches across the U.S. heartland, is operating at high utilization levels.

Our primary Gypsum Wallboard sales network stretches across the southern half of the United States, consistent with our facility network. Wallboard demand is heavily influenced by new residential housing construction, as well as repair and remodeling activity. Residential housing starts increased, on a seasonally adjusted basis, approximately 29% in during the first six-months of calendar 2021, compared with 2020, and are expected to remain strong throughout the remainder of the calendar year. Repair and remodel activity proved resilient in 2020 and is expected to continue to gain strength in calendar 2021.

Our Recycled Paperboard business sells paper primarily into the gypsum wallboard market, and demand for paper generally follows the demand for gypsum wallboard. The primary raw material used to produce paperboard is Old Carboard Containers (OCC). Prices for OCC increased during the fiscal first quarter of 2022, and we anticipate that they could increase again in the fiscal second quarter before leveling off for the remainder of the fiscal year. Although current gypsum liner customer contracts include price escalators that partially offset and compensate for changes in raw material fiber prices, these increases likely will adversely affect the cost of paper used to manufacture gypsum wallboard by our Gypsum Wallboard segment.

THREE MONTHS ENDED ~~september~~JUNE 30, ~~2020~~2021 Compared WITH THREE MONTHS ENDED ~~sEPTEMBER~~June 30, ~~2019~~2020

	For the Three Months Ended September 30,									For the Three Months Ended June 30,
	2020			2019			Change			2021			2020			Change
	(dollars in thousands, except per share)									(in thousands, except per share)
Revenue	$	447,684		$	400,569			12	%	$	475,770		$	426,989			11	%
Cost of Goods Sold		(324,835	)		(291,549	)		11	%		(349,259	)		(324,692	)		8	%
Gross Profit		122,849			109,020			13	%		126,511			102,297			24	%
Equity in Earnings of Unconsolidated Joint Venture		10,577			12,357			(14	)%		7,970			7,796			2	%
Corporate General and Administrative		(11,109	)		(13,458	)		(17	)%		(9,468	)		(17,789	)		(47	)%
Gain on Sale of Businesses											—			51,973			(100	)%
Other Non-Operating Income (Loss)		(90	)		585			(115	)%		3,678			(309	)		(1290	)%
Interest Expense, net		(12,556	)		(10,137	)		24	%		(6,972	)		(14,041	)		(50	)%
Earnings from Continuing Operations Before Income Taxes		109,671			98,367			11	%		121,719			129,927			(6	)%
Income Tax Expense		(19,800	)		(23,303	)		(15	)%		(26,392	)		(32,836	)		(20	)%
Net Earnings from Continuing Operations		89,871			75,064			20	%	$	95,327		$	97,091			(2	)%
Net Earnings (Loss) from Discontinued Operations	$	6,163		$	(3,271	)		-288	%
Net Loss from Discontinued Operations											—			(885	)		(100	)%
Net Earnings	$	96,034		$	71,793			34	%	$	95,327		$	96,206			(1	)%
Diluted Earnings per Share from Continuing Operations	$	2.16		$	1.80			20	%	$	2.25		$	2.33			(3	)%

Revenue increased by ~~$47.1~~$48.8 million, or ~~12%~~11%, to ~~$447.7~~$475.8 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~Kosmos Acquisition contributed $50.0 million of~~increase in Revenue for the three months ended September 30, 2020, while Western and Mathews contributed $9.6 million of Revenue for the three months ended September 30, 2019. Excluding the acquisition and dispositions, Revenue improved by $6.7 million, or 2%. The increase was due to higher gross sales prices and Sales Volume, which positively affected Revenue by approximately ~~$7.1 million. This was partially offset by lower Sales Volume, which negatively affected Revenue by $0.4 million.~~$40.1 million and $8.7 million, respectively.

Cost of Goods Sold increased by ~~$33.3~~$24.6 million, or ~~11%~~8%, to ~~$324.8~~$349.3 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The Kosmos Acquisition contributed $35.6 million of Cost of Goods Sold for the three months ended September 30, 2020, while Western and Mathews contributed $8.1 million of Cost of Goods Sold for the three months ended September 30, 2019. Excluding the acquisitions and dispositions, Cost of Goods Sold increased by $5.8 million, or 2%. The increase ~~in Cost of Goods Sold~~ was due to the higher Sales Volume and increased operating costs of ~~approximately $7.3~~$5.8 million ~~partially offset by lower Sales Volume of $1.6 million.~~and $18.8 million, respectively. The ~~incease~~increase in operating costs was primarily related to our Cement and ~~Concrete and Aggregates~~Gypsum Wallboard segments, which are discussed further ~~on pages 31-32.~~in the segment analysis.

Gross Profit increased ~~13%~~24% to ~~$122.8~~$126.5 million during the three months ended ~~September~~June 30, ~~2020. Excluding the acquisitions and dispositions, Gross Profit rose by $0.9 million, or 1%.~~2021. The ~~improvement in Gross Profit~~ was primarily due to higher gross sales prices and Sales Volume, partially offset by increased operating costs. The gross margin ~~decreased~~increased to 27% from ~~28%~~24%, primarily because of ~~increased operating costs,~~higher gross sales prices, partially offset by ~~higher gross sales prices.~~an increase in operating costs.

Equity in Earnings of our Unconsolidated Joint Venture ~~decreased $1.8~~increased $0.2 million, or ~~14%~~2%, for the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~decline~~increase was primarily due to ~~lower~~higher net sales prices, ~~and~~which raised earnings by approximately $1.4 million. This was partially offset by lower Sales Volume, which adversely affected earnings by approximately ~~$0.4 million and $1.1 million, respectively, as well as increased operating costs, which lowered operating earnings by approximately $0.3 million.~~

Corporate General and Administrative expenses declined by approximately $2.4 million, or 17%, for the three months ended September 30, 2020. The decrease was primarily because of lower salary and incentive compensation costs and legal and professional fees of approximately $1.3 million and $1.4 million, respectively. The lower salary and incentive compensation costs were primarily due to the retirement of personnel and the sale of businesses, while the lower legal and professional fees related to amounts spent in the prior fiscal year in connection with our strategic portfolio review.

Other Non-Operating Income (Loss) consists of a variety of items that are unrelated to segment operations and include non-inventoried aggregates income, asset sales, and other miscellaneous income and cost items.

Interest Expense, net increased by approximately $2.5 million, or 24%, during the three months ended September 30, 2020. The increase in Interest Expense, net was primarily due to higher interest on borrowings under our Term Loan of approximately $1.5 million and amortization of related debt issuances costs of $0.6 million. These increases were partially offset by lower interest on our Revolving Credit Facility of approximately $2.8 million and our Unsecured Private Placement Notes, which were paid in full in fiscal 2020, of $0.6 million. The increase in debt issuance costs was related to the issuance of the Term Loan and the amendment of both the Revolving Credit Facility and the Term Loan in April 2020. The lower interest expense on our Revolving Credit Facility was due to reducing our balance by approximately $240.0 million during the three months ended September 30, 2020.

Earnings from Continuing Operations Before Income Taxes increased to $109.7 million during the three months ended September 30, 2020, primarily as a result of higher Gross Profit and lower Corporate General and Administrative Expense. This was partially offset by lower Equity in Earnings of Unconsolidated Joint Venture and increased Interest Expense, net.

Income Tax Expense for the three months ended September 30, 2020 declined to $19.8 million from $23.3 million for the three months ended September 30, 2019. The effective tax rate decreased to 18% from 24% in the prior-year period. The decline in the effective tax rate was primarily due to a benefit recognized related to the reversal of all our uncertain tax positions during the three months ended September 30, 2020.

~~NET EARNINGS FROM CONTINUING OPERATIONS AND DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS~~

Net Earnings from Continuing Operations increased 20% to $89.9 million for the three months ended September 30, 2020. Diluted Earnings per Share from Continuing Operations also increased 20% to $2.16 per share.

Net Earnings from Discontinued Operations increased to $6.2 million during the three months ended September 30, 2020, compared with a Net Loss from Discontinued Operations of $3.3 million for the three months ended September 30, 2019. The increase was due primarily to the recognition of a $9.2 million gain on the sale of the Oil and Gas Proppants business in September 2020.

~~Net Earnings increased 34% to $96.0 million for the three months ended September 30, 2020.~~

~~Six MONTHS ENDED September 30, 2020 Compared WITH SIX MONTHS ENDED SEPTEMBER 30, 2019~~

For the Six Months Ended September 30,

2020

2019

Change

(dollars in thousands, except per share)

Revenue

$
874,673

$
755,934

16
%
Cost of Goods Sold

(649,527
)

(568,820
)

14
%
Gross Profit

225,146

187,114

20
%
Equity in Earnings of Unconsolidated Joint Venture

18,373

21,789

(16
)%
Corporate General and Administrative

(28,898
)

(34,712
)

(17
)%
Gain on Sale of Businesses

51,973

—

—

Other Non-Operating Income (Loss)

(399
)

723

(155
)%
Interest Expense, net

(26,597
)

(18,983
)

40
%
Earnings from Continuing Operations Before Income Taxes

239,598

155,931

54
%
Income Tax Expense

(52,636
)

(37,534
)

40
%
Net Earnings from Continuing Operations

186,962

118,397

58
%
Net Earnings (Loss) from Discontinued Operations

$
5,278

$
(5,300
)

-200
%
Net Earnings

$
192,240

$
113,097

70
%
Diluted Earnings per Share from Continuing Operations

$
4.49

$
2.75

63
%

Revenue increased by $118.8 million, or 16%, to $874.7 million for the six months ended September 30, 2020. The Kosmos Acquisition and ConAgg Acquisition contributed $109.4 million of Revenue for the six months ended September 30, 2020, while Western and Mathews contributed $17.3 million of Revenue for the six months ended September 30, 2019. Excluding the acquisitions and dispositions, Revenue improved by $26.7 million, or 4%. The increase in Revenue was due to higher Sales Volume and gross sales prices, which positively affected Revenue by approximately $20.8 million and $5.9 million, respectively.

Cost of Goods Sold increased by $80.7 million, or 14%, to $649.5 million for the six months ended September 30, 2020. The Kosmos and ConAgg Acquisitions contributed $83.5 million of Cost of Goods Sold for the six months ended September 30, 2020, while Western and Mathews contributed $14.8 million of Cost of Goods Sold for the six months ended September 30, 2019. Excluding the acquisitions and dispositions, Cost of Goods Sold increased by $12.0 million, or 2%. The higher in Cost of Goods Sold was due to increased Sales Volume of $13.1 million, partially offset by the reduction in operating costs of approximately $1.1 million.

Gross Profit increased 20% to $225.1 million during the six months ended September 30, 2020. Excluding the acquisitions and dispositions, Gross Profit increased by $14.6 million, or 8%. The increase in Gross Profit was primarily related to higher gross sales prices and increased Sales Volume, as well as lower operating expenses. The gross margin increased to 26% from 25%, primarily because of higher gross sales prices and lower operating expenses.

Equity in Earnings of our Unconsolidated Joint Venture decreased $3.4 million, or 16%, for the six months ended September 30, 2020. The decline was primarily due to lower net sales prices and Sales Volume, which adversely affected earnings by approximately $1.3 million and $1.6 million, respectively, as well as increased operating costs, which decreased operating earnings by approximately $0.5 million. The increase in operating costs was primarily related to maintenance, which increased by approximately $0.9 million, partially offset by lower energy costs of $0.4$1.2 million.

Corporate General and Administrative expenses declined by approximately ~~$5.8~~$8.3 million, or ~~17%~~47%, for the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021. The decrease was primarily ~~because of~~due to lower ~~salary~~professional and ~~incentive compensation costs~~transaction fees incurred in fiscal 2021 of approximately ~~$5.4~~$4.6 million and ~~legal and professional costs of $0.5 million.~~$2.9 million, respectively. The lower salary and incentive compensation costs were primarily due to the acceleration of stock compensation costs of $5.3 million upon the retirement of our Chief Executive Officer in the first quarter of fiscal 2020, while the lower legal and professional fees related primarily to ~~amounts spent~~our strategic portfolio review in the prior year, ~~in connection with our strategic portfolio review, partially offset by increased professional costs associated with~~and the ~~Kosmos Acquisition, as well as~~transaction fees mostly related to the ~~sales~~sale of Mathews Readymix and Western Aggregates, and ~~our~~the preparation for the sale of the Oil and Gas Proppants business.

On April 17, 2020 we sold Western and Mathews for approximately $93.5 million. See Footnote (C) to the Unaudited Consolidated Financial Statements for more information regarding the sale.

Other Non-Operating Income (Loss) consists of a variety of items that are unrelated to segment operations and include non-inventoried ~~aggregates~~Aggregates income, asset sales, and other miscellaneous income and cost items. The increase in Other Non-Operating Income (Loss) was primarily due to the sale of land that resulted in a gain of approximately $1.7 million.

Interest Expense, net ~~increased~~decreased by approximately ~~$7.6~~$7.0 million, or ~~40%~~50%, during the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase in Interest Expense, net~~decrease was primarily due to ~~higher~~lower interest on borrowings under our Revolving Credit Facility and Term Loan of approximately ~~$9.6~~$4.6 million and ~~amortization of related debt issuances costs of $1.4 million. These increases were partially offset by lower interest on our Revolving Credit Facility of approximately~~ $2.3 million, ~~and our Unsecured Private Placement Notes, which were paid in full in fiscal 2020, of $1.1 million. The higher in debt issuance costs were~~respectively. Interest Expense related to ~~the issuance of the Term Loan and the amendment of both the Revolving Credit Facility and the Term Loan in April 2020. The lower interest expense on~~ our Revolving Credit Facility was ~~due to reducing our balance by~~lower because we had no outstanding borrowings under the Revolving Credit Facility during the first quarter of fiscal 2022, compared with average borrowings of approximately ~~$315.0~~$500.0 million during the ~~six months ended September 30, 2020.~~first quarter of fiscal 2021. Interest Expense on our Term Loan declined due to lower average interest rates.

Earnings ~~from Continuing Operations~~ Before Income Taxes ~~increased~~decreased to ~~$239.6~~$121.7 million during the ~~six~~three months ended ~~September~~June 30, ~~2020,~~2021, primarily as a result of ~~higher Gross Profit and~~the Gain on Sale of Businesses ~~and lower Corporate General and Administrative Expense.~~in the prior year. This was partially offset by ~~lower~~higher Gross Profit, Equity in Earnings of Unconsolidated Joint Venture, and ~~increased~~Other Non-Operating Income, as well as lower Corporate General and Administrative Expenses and Interest Expense, net.

Income Tax Expense of $26.4 million was recorded for the ~~six~~three months ended ~~September~~June 30, ~~2020 increased to $52.6 million from $37.5~~2021, compared with $32.6 million for the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2020. The effective tax rate ~~declined~~decreased to 22% from ~~24%~~25% in the prior-year period. The decrease in the effective tax rate was primarily due to a ~~benefit recognized~~discrete penalty related to ~~the reversal of all our~~an uncertain tax ~~positions~~position that was recorded during the ~~six~~three months ended ~~September~~June 30, 2020.

NET EARNINGS FROM CONTINUING OPERATIONS AND DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS

Net Earnings from Continuing Operations ~~increased 58%~~decreased 2% to ~~$187.0~~$95.3 million for the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021. Diluted Earnings per Share ~~increased 63%~~from Continuing Operations decreased 3% to ~~$4.49~~$2.25 per share.

~~Net Earnings from Discontinued Operations increased to $5.3 million during the six months ended September 30, 2020, compared with a~~ Net Loss from Discontinued Operations ~~of $5.3~~declined $0.9 million ~~for~~during the ~~six~~three months ended ~~September~~June 30, ~~2019.~~2021. The ~~increase was due primarily to the recognition of a $9.2 million gain on the sale of the Oil and Gas~~ Proppants business was sold in September ~~2020.~~2020, and there will be activity related to this business during fiscal 2022.

Net Earnings ~~increased 70%~~decreased 1% to ~~$192.2~~$95.3 million for the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021, as discussed above.

THREE ~~and six~~ MONTHS ENDED ~~september~~JUNE 30, ~~2020~~2021 ~~COMPARED WITH~~vs. ~~Three and six months ended September~~THREE MONTHS ENDED June 30, ~~2019~~2020 BY SEGMENT

The following presents results within our two business sectors for the three ~~and six~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020. Revenue and operating results are organized by sector and discussed by individual business segment within each respective business sector.

	For the Three Months Ended September 30,									For the Six Months Ended September 30,									For the Three Months Ended June 30,
	2020			2019			Percentage Change			2020			2019			Percentage Change			2021			2020			Percentage Change
	(in thousands, except per ton information)									(in thousands, except per ton information)									(in thousands, except per ton information)
Gross Revenue, including Intersegment and Joint Venture	$	278,062		$	227,013			22	%	$	539,473		$	422,326			28	%	$	270,255		$	261,411			3	%
Less Intersegment Revenue		(6,267	)		(6,703	)		(7	)%		(12,298	)		(10,956	)		12	%		(7,833	)		(6,031	)		30	%
Less Joint Venture Revenue		(27,193	)		(29,888	)		(9	)%		(52,493	)		(57,393	)		(9	)%		(22,691	)		(25,300	)		(10	)%
Gross Revenue, as reported	$	244,602		$	190,422			28	%	$	474,682		$	353,977			34	%	$	239,731		$	230,080			4	%
Freight and Delivery Costs billed to Customers		(18,850	)		(15,475	)		22	%		(35,819	)		(28,371	)		26	%		(19,042	)		(16,969	)		12	%
Net Revenue	$	225,752		$	174,947			29	%	$	438,863		$	325,606			35	%	$	220,689		$	213,111			4	%

Sales Volume (M Tons)		2,180			1,778			23	%		4,265			3,328			28	%		2,036			2,085			(2	)%
Average Net Sales Price, per ton⁽²⁾	$	111.59		$	109.35			2	%	$	110.38		$	109.51			1	%	$	116.34		$	109.10			7	%
Operating Margin, per ton	$	36.66		$	37.42			(2	)%	$	32.91		$	30.84			7	%	$	30.72		$	29.00			6	%
Operating Earnings	$	79,913		$	66,526			20	%	$	140,368		$	102,647			37	%	$	62,547		$	60,455			3	%

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

Cement Revenue was ~~$278.1~~$270.3 million, a ~~22%~~3% increase, for the three months ended ~~September~~June 30, ~~2020. Organic Cement Revenue increased approximately $5.5 million, primarily related to higher gross sales prices.~~

Cement Operating Earnings increased 20% to $79.9 million for the three months ended September 30, 2020. Excluding $14.4 million of Operating Earnings related to the Kosmos Acquisition, Operating Earnings decreased $1.0 million, or 2%.2021. The decline was due to higher operating costs and product mix, which negatively affected Operating Earnings by approximately $5.1 million and $1.4 million, respectively. This was partially offset by higher gross sales prices, which increased Operating Earnings by $5.5 million. The increase in operating costs was primarily because of a change in the timing of our annual cement maintenance outages. Historically our outages occur in the fiscal first quarter, but we deferred the outages at two of our facilities until the current fiscal quarter, resulting in higher maintenance expense compared to the prior year period. The operating margin remained consistent at 29% during the quarter.

~~Cement Revenue was $539.5 million, a 28% increase, for the six months ended September 30, 2020. Organic Cement Revenue increased approximately $24.0 million, and~~ was primarily due to higher gross sales prices, ~~and Sales Volume,~~ which improved Cement Revenue by approximately ~~$9.3 million and $14.7 million, respectively.~~

Cement Operating Earnings increased 37% to $140.4 million for the six months ended September 30, 2020. Excluding $25.0 million of Operating Earnings related to the Kosmos Acquisition, Operating Earnings increased $12.8 million, or 12%. The increase was due to higher gross sales prices and Sales Volume, which positively affected Operating Earnings by approximately $9.3 million and $1.5 million, respectively, as well as lower operating costs which increased Operating Earnings by $2.0 million. The decrease in operating costs was primarily because of lower energy costs. The operating margin increased to 26% from 24%, primarily because of lower operating costs and higher gross sales prices.

For the Three Months Ended September 30,

For the Six Months Ended September 30,

2020

2019

Percentage Change

2020

2019

Percentage Change

(in thousands, except net sales prices)

(in thousands, except net sales prices)

Gross Revenue, including intersegment

$
46,300

$
55,971

(17
)%

$
90,490

$
95,749

(5
)%
Less intersegment Revenue

—

(407
)

(100
)%

(106
)

(784
)

(86
)%
Gross Revenue, as reported

$
46,300

$
55,564

(17
)%

$
90,384

$
94,965

(5
)%

Sales Volume -

M Cubic Yards of Concrete

357

428

(17
)%

705

738

(4
)%
M Tons of Aggregate

475

1,060

(55
)%

950

1,859

(49
)%
Average Net Sales Price -

Concrete - Per Cubic Yard

$
116.55

$
107.69

8
%

$
115.10

$
105.94

9
%
Aggregates - Per Ton

$
10.02

$
9.25

8
%

$
9.90

$
9.42

5
%

Operating Earnings

$
5,255

$
7,255

(28
)%

$
10,673

$
11,689

(9
)%

Concrete and Aggregates Revenue decreased 17% to $46.3 million for the three months ended September 30, 2020. Excluding Revenue related to Western and Mathews in fiscal 2020, Revenue increased $0.3 million, or 1%. The primary reason for the increase in Revenue was higher gross sales prices, which positively affected Revenue by $3.5 million. This was partially offset by lower Sales Volume, which reduced Revenue by ~~$3.2~~$3.9 million.

Cement Operating Earnings ~~decreased 28%~~increased by 3% to approximately $5.3 million. Excluding Operating Earnings related to Western and Mathews in fiscal 2020, Operating Earnings decreased $0.4 million, or 8%. The decline was a result of lower Concrete Sales Volume and higher operating costs, which negatively affected Operating Earnings by approximately $1.8 million and $2.2 million respectively. The decline was partially offset by higher gross sales prices of approximately $3.5 million. ~~The increase in operating costs was primarily because of higher cost of materials of approximately $1.7 million.~~

~~Concrete and Aggregates Revenue decreased 5% to $90.5~~$62.5 million for the ~~six~~three months ended ~~September~~June 30, 2020. Excluding Revenue related to the ConAgg Acquisition and Western and Mathews for the first quarter of fiscal 2021, as well as Western and Mathews in fiscal 2020, Revenue increased $1.0 million, or 1%. The increase in Revenue was primarily related to higher gross sales prices, which positively affected Revenue by $5.4 million. This was partially offset by lower Sales Volume, which reduced Revenue by $4.4 million.

Operating Earnings decreased 28% to approximately $5.3 million. Excluding Operating Earnings related to the ConAgg Acquisition and Western and Mathews for the first quarter of fiscal 2021, and Western and Mathews in fiscal 2020, Operating Earnings increased $0.6 million, or 6%.2021. The increase was due to higher gross sales prices, which positively affected Operating Earnings by ~~$5.4 million,~~approximately $12.8 million. This was partially offset by lower Sales Volume and ~~higher~~increased operating costs, which negatively ~~impacted~~affected Operating Earnings by ~~approximately $0.5~~$1.6 million and ~~$4.2~~$9.1 million, respectively. The increase in operating costs was primarily due to higher maintenance, energy and transfer freight costs of approximately $11.0 million, $2.1 million, and $1.6 million, respectively. These increases were partially offset by lower purchased cement costs of $2.2 million and a reduction of $3.7 million of costs at Kosmos Cement related to the recording of acquired inventory at fair value in the first quarter of fiscal 2021. The increase in maintenance expense was due to the shifting of certain maintenance outages in fiscal 2021 to the second and third quarters because of the uncertainty of the impact of the COVID-19 pandemic. During the current fiscal year, we performed maintenance outages during the first quarter for all our plants. The Operating Margin remained consistent at 23%.

Concrete and Aggregates Revenue increased 1% to $44.8 million for the three months ended June 30, 2021. The was primarily due to higher gross sales prices, primarily for Concrete, which increased Revenue by $1.8 million. This was partially offset by lower Sales Volume in Aggregates, which reduced Revenue by $1.1 million.

Operating Earnings declined 1% to approximately $5.3 million. The decrease was a result of lower Sales Volume and higher operating costs of approximately $0.2 million and $1.7 million, respectively. This was partially offset by higher gross sales prices of approximately $1.8 million. The increase in operating costs was primarily due to higher cost of materials and delivery costs of approximately ~~$2.3~~$0.6 million and ~~overhead costs of $1.4 million.~~$1.0 million, respectively.

	For the Three Months Ended September 30,									For the Six Months Ended September 30,									For the Three Months Ended June 30,
	2020			2019			Percentage Change			2020			2019			Percentage Change			2021			2020			Percentage Change
	(in thousands, except per MSF information)									(in thousands, except per MSF information)									(in thousands, except per MSF information)
Gross Revenue, as reported	$	131,210		$	128,660			2	%	$	261,360		$	255,384			2	%	$	166,267		$	130,150			28	%
Freight and Delivery Costs billed to Customers		(27,977	)		(27,811	)		—			(55,099	)		(54,911	)		—			(31,322	)		(27,122	)		15	%
Net Revenue	$	103,233		$	100,849			2	%	$	206,261		$	200,473			3	%	$	134,945		$	103,028			31	%

Sales Volume (MMSF)		720			681			6	%		1,424			1,341			6	%		763			704			8	%
Average Net Sales Price, per MSF ⁽¹⁾	$	143.41		$	148.16			(3	)%	$	144.83		$	149.53			(3	)%	$	176.79		$	146.28			21	%
Freight, per MSF	$	38.86		$	40.84			(5	)%	$	38.69		$	40.95			(6	)%	$	41.05		$	38.53			7	%
Operating Margin, per MSF	$	52.23		$	56.47			(8	)%	$	55.43		$	56.96			(3	)%	$	82.90		$	58.70			41	%
Operating Earnings	$	37,606		$	38,456			(2	)%	$	78,931		$	76,388			3	%	$	63,253		$	41,325			53	%

Gypsum Wallboard Revenue increased 2%28% to ~~$131.2~~$166.3 million for the three months ended ~~September~~June 30, ~~2020, primarily related~~2021, The increase was due to ~~a 6% increase in Sales Volume. The~~ higher ~~Sales Volume positively affected Revenue by approximately $7.4 million, partially offset by lower~~ gross sales prices and Sales Volume, which ~~adversely affected Revenue by $4.9 million.~~contributed approximately $25.3 million and $10.8 million, respectively. Our market share ~~increased slightly~~remained relatively consistent during the three months ended ~~September~~June 30, ~~2020, due to the strength in our regional markets compared to the national average.~~2021.

Operating Earnings ~~decreased 2%~~increased 53% to ~~$37.6~~$63.3 million, primarily ~~due to lower~~because of higher gross sales prices ~~which negatively affected Operating Earnings by $4.9 million.~~and Sales Volume. The ~~decline was partially offset by higher~~increase in gross sales prices and Sales Volume ~~and lower operating costs that~~ positively affected Operating Earnings by approximately ~~$2.2~~$25.3 million and ~~$1.8~~$3.4 million, respectively. This was partially offset by higher operating costs, which adversely affected Operating Earnings by approximately $6.8 million. The ~~lower~~higher operating costs were primarily related to freight, energy, and ~~maintenance and other,~~paper costs which reduced ~~operating costs~~Operating Earnings by approximately ~~$1.4~~$1.9 million, ~~$0.4~~$2.1 million, and ~~$2.1~~$1.0 million, respectively. ~~These were partially offset by higher paper costs of approximately $2.0 million.~~ The ~~operating margin declined~~Operating Margin increased to ~~29%~~38% for the three months ended ~~September~~June 30, ~~2020,~~2021, primarily ~~related to lower~~because of higher gross sales prices, ~~partially~~partly offset by ~~lower~~higher operating costs. Fixed costs are not a significant portion of the overall cost of wallboard; therefore, changes in utilization have a relatively minor impact on our operating cost per unit.

Gypsum Wallboard Revenue increased 2% to $261.4 million for the six months ended September 30, 2020, primarily related to a 6% increase in Sales Volume. The higher Sales Volume positively affected Revenue by approximately $15.8 million, partially offset by lower gross sales prices, which adversely affected Revenue by $9.8 million. Our market share increased slightly during the six months ended September 30, 2020, due to the strength in our regional markets compared to the national average.

Operating Earnings increased 3% to $78.9 million, primarily due to higher Sales Volume and lower operating costs, which positively affected Operating Earnings by $4.7 million and $7.6 million, respectively. This was partially offset by lower gross sales prices that negatively affected Operating Earnings by approximately $9.8 million. The lower operating costs were primarily related to freight, energy, and maintenance, which reduced operating costs by approximately $3.2 million, $1.5 million, and $2.0 million, respectively. The operating margin remained consistent at 30% for the six months ended September 30, 2020, with lower gross sales prices being offset by lower operating costs. Fixed costs are not a significant portion of the overall cost of wallboard; therefore, changes in utilization have a relatively minor impact on our operating cost per unit.

	For the Three Months Ended September 30,									For the Six Months Ended September 30,									For the Three Months Ended June 30,
	2020			2019			Percentage Change			2020			2019			Percentage Change			2021			2020			Percentage Change
	(in thousands, except per ton information)									(in thousands, except per ton information)									(in thousands, except per ton information)
Gross Revenue, including intersegment	$	46,071		$	41,847			10	%	$	82,815		$	84,547			(2	)%	$	43,267		$	36,744			18	%
Less intersegment Revenue		(20,499	)		(15,924	)		29	%		(34,568	)		(32,939	)		5	%
Less Intersegment Revenue																				(18,249	)		(14,069	)		30	%
Gross Revenue, as reported	$	25,572		$	25,923			(1	)%	$	48,247		$	51,608			(7	)%	$	25,018		$	22,675			10	%
Freight and Delivery Costs billed to Customers		(1,352	)		(1,129	)		20	%		(2,685	)		(2,334	)		15	%		(1,448	)		(1,333	)		9	%
Net Revenue	$	24,220		$	24,794			(2	)%	$	45,562		$	49,274			(8	)%	$	23,570		$	21,342			10	%

Sales Volume (M Tons)		87			86			1	%		164			167			(2	)%		84			77			9	%
Average Net Sales Price, per ton ⁽¹⁾	$	513.11		$	475.98			8	%	$	489.13		$	492.71			(1	)%	$	498.49		$	461.87			8	%
Freight, per ton	$	15.54		$	13.13			18	%	$	16.37		$	13.98			17	%	$	17.24		$	17.31			—
Operating Margin, per ton	$	122.44		$	117.38			4	%	$	82.60		$	119.99			(31	)%	$	39.73		$	37.60			6	%
Operating Earnings	$	10,652		$	10,095			6	%	$	13,547		$	20,039			(32	)%	$	3,337		$	2,895			15	%

Recycled Paperboard Revenue increased ~~10%~~18% to ~~$46.1~~$43.3 million during the three months ended ~~September~~June 30, ~~2020.~~2021. The increase ~~in Revenue~~ was due to higher gross sales prices and Sales Volume, which positively affected Revenue by ~~$3.5~~$3.1 million and ~~$0.8~~$3.5 million, respectively. Higher gross sales prices were ~~due~~related to the pricing provisions in our long-term sales agreements.

Operating Earnings increased 6%15% to ~~$10.7~~$3.3 million, primarily because of ~~the~~ higher gross sales prices and Sales Volume, which positively affected Operating Earnings by approximately ~~$3.5~~$3.1 million, and ~~$0.2~~$0.3 million, respectively. These increases were partially offset by higher operating costs, ~~of approximately $3.1~~which adversely affected Operating Earnings by $2.9 million. The increase in operating costs was primarily due to input costs and depreciation, which increased approximately $2.2 million and $1.1 million, respectively, partially offset by lower energy costs of $0.8 million. Operating margin decreased to 23% from 24%, primarily because of higher operating costs, partially offset by higher gross sales prices.

Recycled Paperboard Revenue declined 2% to $82.8 million during the six months ended September 30, 2020. The decrease in Revenue was due to lower gross sales prices and Sales Volume, which adversely affected Revenue by $0.2 million and $1.5 million, respectively. Lower gross sales prices were due to the pricing provisions in our long-term sales agreements.

Operating Earnings declined 32% to $13.5 million, primarily because of the decrease in gross sales prices and Sales Volume, and an increase in operating costs, which adversely affected Operating Earnings by approximately $0.2 million, $0.4 million, and $5.9 million, respectively. The increase in operating costs was primarily due to operating inefficiencies in April and May related to ~~start-up of the papermill after the completion of the project to enhance and expand the mill, as well as~~ higher input costs, namely fiber, which lowered Operating Earnings by approximately ~~$2.1 million and $4.5 million, respectively.~~$2.7 million. The increase in fiber cost occurred during the fiscal first quarter, and was due primarily to the decline in generation of OCC due to the shelter-in-place orders issued to combat the COVID-19 pandemic. This was partiallyOperating Margin remained consistent at 8% with higher gross sales prices being offset by ~~lower energy costs of approximately $1.3 million. Operating margin decreased to 16% from 24%, primarily because of higher~~increased operating ~~costs and lower gross sales prices.~~costs.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare our financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.

Information regarding our Critical Accounting Policies can be found in our Annual Report. The three critical accounting policies that we believe either require the use of the most judgment, or the selection or application of alternative accounting policies, and are material to our financial statements, are those relating to long-lived assets, goodwill, and business combinations. Management has discussed the development and selection of these Critical Accounting Policies and estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm. In addition, Note (A) to the financial statements in our Annual Report contains a summary of our significant accounting policies.

Refer to Footnote (A) in the Notes to Unaudited Consolidated Financial Statements of this Form 10-Q for information regarding recently issued accounting pronouncements that may affect our financial statements.

~~Notwithstanding the anticipated challenges associated with COVID-19, we~~We believe at this time 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.~~obligations for at least the next twelve months. We will continue to monitor the potential impact of future COVID-19 outbreaks, or similar disruptions on the economy, and on our operations, ~~and future liquidity needs,~~ as ~~a continued worldwide disruption of~~well as any other economic ~~activity could materially affect our future access~~impacts related to ~~these sources of liquidity.~~changing fiscal policy or economic conditions. Please see the Debt Financing Activities section below for a discussion of our ~~cash position,~~revolving credit facility and the amount of borrowings available to us in the next twelve-month period.

	For the Six Months Ended September 30,						For the Three Months Ended June 30,
	2020			2019			2021			2020
	(dollars in thousands)						(dollars in thousands)
Net Cash Provided by Operating Activities	$	358,377		$	184,696		$	111,121		$	95,313
Investing Activities:
Additions to Property, Plant, and Equipment		(40,676	)		(60,007	)		(11,935	)		(25,991	)
Acquisition Spending		—			(30,872	)
Proceeds from Sale of Businesses		91,022			—
Proceeds from Sale of Property, Plant, and Equipment								—			93,482
Net Cash Provided by (Used in) Investing Activities		50,346			(90,879	)		(11,935	)		67,491
Financing Activities:
Increase (Decrease) in Credit Facility		(315,000	)		275,000			—			(75,000	)
Dividends Paid to Stockholders		(4,163	)		(8,815	)		—			(4,160	)
Purchase and Retirement of Common Stock		—			(313,887	)		(61,929	)		—
Proceeds from Stock Option Exercises		498			1,767			8,222			—
Payment of Debt Issuance Costs		(1,718	)		—			(1,243	)		(1,718	)
Shares Redeemed to Settle Employee Taxes on Stock Compensation		(1,130	)		(2,799	)		(1,214	)		(1,130	)
Net Cash Provided by (Used in) Financing Activities		(321,513	)		(48,734	)
Net Cash Used in Financing Activities								(56,164	)		(82,008	)
Net Increase in Cash, Cash Equivalents, and Restricted Cash	$	87,210		$	45,083		$	43,022		$	80,796

Net Cash Provided by Operating Activities increased by ~~$173.7~~$15.8 million to ~~$358.4~~$111.1 million during the ~~six~~three months ended ~~September~~June 30, ~~2020.~~2021. This increase was primarily attributable to higher Net Earnings, ~~net~~adjusted for non-cash charges, of ~~the Gain on Sale of Businesses, higher~~approximately $54.1 million. The improvement was partially offset by lower dividends from our Unconsolidated Joint Venture and ~~a reduction in the change of working capital, which increased~~ cash flows ~~by approximately $18.0 million, $3.0 million, and $111.1 million, respectively. The change~~from changes in working capital ~~was primarily related to receiving an income tax refund~~ of ~~approximately $99.7~~$2.5 million ~~that was included in receivables at March 31, 2020. Net Cash Provided by Operating Activities was also positively affected by $45.0~~and $35.8 million, ~~from the reduction of deferred tax liabilities related to the sale of the Oil and Gas Proppants business.~~respectively.

Working capital ~~declined~~increased by ~~$23.2~~$50.0 million to ~~$485.3~~$542.3 million at ~~September~~June 30, ~~2020, primarily due to lower Inventories~~2021, because of increased Cash, Accounts Receivable, and ~~Income Tax Receivables~~Prepaid and Other Assets of approximately ~~$45.0~~$43.0 million, $40.3 million, and ~~$99.7~~$7.9 million, respectively. This was partially offset by ~~higher~~increased Accounts Payable and ~~Notes Receivable, Cash,~~Accrued Expenses and ~~Restricted Cash~~Income Taxes Payable of approximately ~~$31.3 million, $82.3~~$8.9 million and ~~$5.0~~$13.8 million, ~~respectively.~~respectively, and decreased Inventory of approximately $18.6 million. The reduction in Inventory was due to ~~increased~~higher Revenue and ~~the seasonal nature of~~lower production resulting from scheduled outages at our ~~business.~~cement plants. The decrease in ~~Income Tax Receivables~~Accrued Liabilities and increase in ~~Cash was~~Income Taxes Payable were both due primarily to ~~receiving our income tax refund during July 2020.~~timing.

The increase in Accounts ~~and Notes~~ Receivable at ~~September~~June 30, ~~2020,~~2021, was primarily related to higher Revenue during the three months ended ~~September~~June 30, ~~2020,~~2021, compared with the three months ended March 31, ~~2020.~~2021. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 40% at ~~September~~June 30, ~~2020~~2021 and ~~48%~~43% at March 31, ~~2020.~~2021. Management measures the change in Accounts Receivable by monitoring the days sales outstanding on a monthly basis 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 ~~September~~June 30, ~~2020.~~2021. Notes Receivable are monitored on an individual basis, and no significant deterioration in the collectability of our Notes Receivable was identified at ~~September~~June 30, ~~2020. We are closely monitoring the impact of COVID-19 on our customers’ ability to pay their outstanding balances.~~2021.

Our Inventory balance at ~~September~~June 30, ~~2020~~2021 declined by approximately ~~$45.0~~$18.6 million from our balance at March 31, ~~2020.~~2021. Within Inventory, raw materials and materials-in-progress, finished cement, and ~~aggregates~~repair parts and supplies decreased approximately ~~$26.1~~$13.5 million, ~~$14.6~~$2.6 million, and ~~$4.9~~$1.8 million, respectively. The decline in raw materials and materials-in-progress and cement is consistent with our business cycle: we generally build up clinker inventory over the winter months to meet the demand in the spring and summer. The reduction in aggregates inventory wasThese declines were due primarily ~~due~~ to the ~~sale~~maintenance outages at all of ~~Western, which had approximately $5.1 million of aggregate inventory at~~our cement plants during the ~~date of sale.~~quarter. The largest individual balance in our Inventory is our repair parts. These parts are necessary given the size and complexity of our manufacturing plants, as well as the age of certain of our plants, which 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. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence because our products are basic construction materials.

Net Cash ~~Provided by~~Used in Investing Activities during the three months ended ~~September~~June 30, ~~2020~~2021 was approximately ~~$50.3~~$11.9 million, compared with ~~Net Cash Used in Investing Activities of $90.9~~$67.5 million during the same period in ~~2019, an increase~~2020, a decrease of approximately ~~$141.2~~$79.4 million. The ~~increase~~decrease was primarily related to the ~~$91.0 million of cash received for the~~ sale of ~~businesses,~~Western and ~~reductions~~Mathews in the prior year for approximately $93.5 million, partially offset by a reduction of $14.1 million in capital ~~spending and acquisition spending of $19.3 million and $30.9 million, respectively.~~spending. The ~~decrease~~reduction in capital spending was ~~due~~primarily related to lower capital spending in our ~~focus on limiting capital expenditures to critical maintenance~~Gypsum Wallboard and ~~safety and regulatory projects as we manage our cash flow in response to COVID-19.~~Recycled Paperboard businesses.

Net Cash Used in Financing Activities was approximately ~~$321.5~~$56.2 million during the ~~six~~three months ended ~~September~~June 30, ~~2020,~~2021, compared with ~~$48.7~~$82.0 million in the ~~similar period in 2020. The $272.8~~first quarter of fiscal 2021. During the first quarter of fiscal 2022, we had $61.9 million ~~increase~~of share repurchases and retirements, which was ~~primarily due to~~partially offset by $8.2 million of cash received from the ~~$315.0 million~~exercise of stock options, compared with a reduction in net borrowings ~~compared with additional borrowings~~ of ~~$275.0~~$75.0 million and dividends paid of $4.2 million in fiscal ~~2020, as well as a reduction of $313.9 million in repurchase and retirement of common stock.~~2021.

Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were ~~51.9%~~42.2% and ~~47.6%~~33.7%, respectively, at ~~September~~June 30, ~~2020,~~2021, compared with ~~61.7%~~42.8% and ~~60.0%~~35.6%, respectively, at March 31, ~~2020.~~2021.

Below is a summary of the Company’s debt facilities, ~~at September 30, 2020:~~subsequent to the issuance of the 2.500% Senior Unsecured Notes, the repayment of the Term Loan, and the redemption of the 4.500% Senior Unsecured Notes in July 2021:

See Footnote ~~(N)~~(M) to the Unaudited Consolidated Financial Statements for further details on the Company’s debt facilities, including interest rate, and financial and other covenants and restrictions.

The borrowing capacity orof our New Revolving Credit Facility is $750.0 million until ~~August 2, 2021, after which the aggregate borrowing capacity will be reduced to $665.0 million.~~July 1, 2026. The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At ~~September~~June 30, ~~2020~~2021 we had ~~$5.0~~$4.3 million of outstanding letters of credit. We previously provided an irrevocable stand-by letter of credit for any borrowings made by our Joint Venture under its credit facility; however, this credit facility was terminated and the letter of credit cancelled in July 2020. We are contingently liable for performance under ~~$27.8~~$25.6 million in performance bonds relating primarily to our mining operations. We do not have any ~~off-balance-sheet~~off-balance sheet debt, or any outstanding debt guarantees.

We ~~had $245.0 million of~~did not have any borrowing outstanding under the Revolving Credit Facility at ~~September~~June 30, ~~2020. We~~2021. However, we borrowed $100.0 million in connection with the repayment of the 4.500% Senior Unsecured Notes on July 19, 2021. After this borrowing, we had ~~$500.0~~$645.7 million of available borrowings under the New Revolving Credit Facility, net of outstanding letters of credit, ~~at September 30, 2020,~~ all of which was available for future ~~borrowings based on our current Leverage Ratio.~~

In addition to the Revolving Credit Facility, we have $200.9 million of cash on hand at September 30, 2020, giving us total liquidity of approximately $700.9 million (cash on hand plus Revolving Credit Facility availability).borrowings.

Other than the New Revolving Credit Facility, we have no ~~other~~additional source of committed external financing in place. Should the New 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 New 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. ~~Our Revolving Credit Facility is not rated by the rating agencies.~~

We believe that our cash flow from operations and available borrowings under our New Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and dividend 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 New Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as ~~the continuing impact COVID-19.~~COVID-19 or similar pandemics. 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 on page 28 for further discussion of the possible effects of COVID-19 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 ~~Term Loan, 4.500%~~2.500% Senior Unsecured Notes, and borrowings under the New Revolving Credit Facility, 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.

We lease one of our cement plants from the city of Sugar Creek, Missouri. The city of Sugar Creek issued industrial revenue bonds to partly finance improvements to the cement plant. The lease payments due to the city of Sugar Creek under the cement plant lease, which was entered into upon the sale of the industrial revenue bonds, are equal in amount to the payments required to be made by the city of Sugar Creek to the holders of the industrial revenue bonds. Because we hold all outstanding industrial revenue bonds, no debt is reflected on our financial statements in connection with our lease of the cement plant. At the expiration of the lease in December 2020, we will exercise our option to purchase the cement plant for a nominal amount. We also have approximately ~~$44.2~~$38.9 million of lease liabilities at ~~September~~June 30, ~~2020~~2021 that have an average remaining life of approximately ~~9.1~~10.5 years.

Dividends paid were $4.2 million ~~and $8.8 million, respectively,~~ for the ~~six~~three months ended ~~September~~June 30, ~~2020 and 2019.~~2020. There were no dividends paid during the three months ended June 30, 2021. On ~~April 13, 2020,~~May 19, 2021, we announced the ~~suspension~~reinstatement of ~~future~~our quarterly ~~dividends.~~dividend, and declared a $0.25 per share dividend to shareholders, which was paid in July 2021.

During the three months ended June 30, 2021, our share repurchase were as follows:

On April 18, 2019, the Board of Directors authorized us to repurchase an additional 10.0 million shares. This authorization brought the cumulative total of Common Stock our Board has approved for repurchase in the open market to 48.4 million shares since we became publicly held in April 1994. Through ~~September~~June 30, ~~2020,~~2021, we have repurchased approximately ~~41.1~~41.5 million shares.

Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any share repurchases are determined by 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 intended to comply with the safe-harbor provided by Rule 10b5-1.

During the ~~six~~three months ended ~~September~~June 30, ~~2020,~~2021, the Company withheld from employees ~~36,099~~8,005 shares of stock upon the vesting of Restricted Shares that were granted under the Plan. We withheld these shares to satisfy the employees’ statutory tax withholding requirements, which is required once the Restricted Shares or Restricted Shares Units are vested.

	For the Six Months Ended September 30,				For the Three Months Ended June 30,
	2020		2019		2021		2020
	(dollars in thousands)				(dollars in thousands)
Land and Quarries	$	5,125	$	5,000	$	586	$	4,795
Plants		29,200		50,858		9,624		17,216
Buildings, Machinery, and Equipment		6,351		7,017		1,725		3,980
Total Capital Expenditures	$	40,676	$	62,875	$	11,935	$	25,991

Capital expenditures for fiscal 2021 are expected to range from ~~$60.0~~$90.0 million to ~~$70.0~~$100.0 million and ~~will~~ be allocated across ~~the~~both Heavy Materials and Light Materials sectors. These estimated capital expenditures ~~are limited to critical~~will include maintenance capital expenditures and improvements, as well as other safety and regulatory ~~projects as we manage our cash flow in response to the COVID-19 pandemic.~~projects.

The capital expenditures for the six months ended September 30, 2019 disclosed above differs from the capital expenditures on the Unaudited Consolidated Statement of Cash Flows. It includes $2.9 million of capital expenditures that were accrued at September 30, 2019 and therefore not included in the Statement of Cash Flows.

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, 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 non-performance by any of our key customers; fluctuations in or changes in the nature of activity in the oil and gas industry; 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, tornados 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 cement industries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; risks related to pursuit of acquisitions, joint ventures and other transactions or the 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, 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, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on economic conditions, capital and financial markets. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021. 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.

We are exposed to market risks related to fluctuations in interest rates on our Revolving Credit Facility and Term Loan. We have occasionally utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that is subject to changes in interest rates. We have a $750.0 million Revolving Credit Facility and an outstanding Term Loan at ~~September~~June 30, ~~2020,~~2021, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the ~~$910.0~~$665.0 million of borrowings under the ~~Revolving Credit Facility and~~ Term Loan at ~~September~~June 30, ~~2020~~2021 would increase interest expense by approximately ~~$9.1~~$6.7 million on an annual basis. The same hypothetical 100 basis point increase in interest rates on the $100.0 million of borrowings under the New Revolving Credit Facility made subsequent to June 30, 2021 would increase interest expense by approximately $1.0 million on an annual basis. At present, we do not utilize derivative financial instruments.

We are subject to commodity risk with respect to price changes principally in coal, coke, natural gas, and power. We attempt to limit our exposure to changes in commodity prices by entering into contracts or increasing our use of alternative fuels.

We have established a system of disclosure controls and procedures that are designed to ensure that information relating to the Company, which is required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (Exchange Act), is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in a timely fashion. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed as of the end of the period covered by this quarterly report. This evaluation was performed under the supervision and with the participation of management, including our CEO and CFO. Based upon that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were effective.

~~We are party~~From time to ~~certain~~time we have been and may in the future become involved in litigation or other legal ~~actions arising from~~proceedings in the ordinary course of ~~business. In addition,~~ our ~~operations and properties are subject to extensive and changing federal, state, and local laws; regulations and ordinances governing the protection of the environment; as well as laws relating~~business activities or in connection with transactions or activities undertaken by us, including claims related to worker safety, worker health, environmental matters, land use rights, taxes and ~~workplace safety. We carefully consider~~permits. While the outcome of these ~~potential~~proceedings cannot be predicted with certainty, in the opinion of management (based on currently available facts), we do not believe that the ultimate outcome of any currently pending legal proceeding will have a material effect on our consolidated financial condition, results of operations or liquidity.

For additional information regarding claims and other contingent liabilities ~~and~~to which we may be subject, see Footnote (P) in the requirements mandated by such laws and regulations and have procedures in place at all of our operating units to monitor compliance. Any matters which are identified as potential exposures under these laws and regulations are carefully reviewed by management to determine our potential liability.Unaudited Consolidated Financial Statements.

For ~~additional~~ information regarding factors that could impact our results of operations, financial condition, and liquidity, see Part 1. Item 1A. Risk Factors in our Form 10-K for the fiscal year ended March 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on May ~~22, 2020.~~21, 2021.

The COVID-19 pandemic has caused severe disruptions in the U.S. and global economies. Although the extent of its impact continues to be highly uncertain, we believe the pandemic and the response to it are likely to negatively affect demand for our products and could have a material adverse effect on our business, operations, financial condition and results of operations.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19, which began spreading globally in late 2019, a global pandemic and recommended containment and mitigation measures worldwide. On March 13, 2020, the United States declared a national emergency arising from the COVID-19 pandemic, and several states and municipalities declared public health emergencies. Since the time of these initial declarations, international, federal, state, and local public health and governmental authorities have taken extraordinary and wide-ranging measures to contain and combat the outbreak and spread of COVID-19, including quarantines, “shelter-in-place” orders, and mandates and recommendations for individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Some of these measures have now been lifted or modified, but others have been extended or remain in place. Moreover, despite these measures, COVID-19 has continued to spread in many areas within the United States, with a number of states currently experiencing the highest level of new cases since the start of the pandemic and other states beginning to experience a “second wave” of cases.

To date, we have not been materially affected by governmental orders requiring businesses to curtail or cease normal operations. We are continuing to operate as an essential business in virtually all of the markets we serve. There can be no assurance, however, that new restrictions will not be adopted that would limit or restrict the scope of our operations. In addition, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects could have a negative impact on several areas affecting our business, including the following:

We are continuing to monitor the COVID-19 pandemic and its likely effects. The timing of these effects is not expected to be uniform, with some effects having a short-term impact and others likely to be felt for a number of years. In general, the extent to which the COVID-19 pandemic will ultimately impact our business, operations, financial condition and results of operations will depend on numerous factors, which are highly uncertain, rapidly changing and cannot be predicted. These factors include:

The above uncertainties surrounding the COVID-19 pandemic also make it more challenging for our management to estimate the future performance of our business and develop strategies to generate growth or achieve our objectives for fiscal 2021 and future periods.

One key area we continue to closely monitor is the effect of the COVID-19 pandemic on our manufacturing operations. Although we are taking precautions to ensure the safety of our employees, in the event we suffer an outbreak at one of our manufacturing facilities, we may be forced to suspend operations at such facility until the health conditions improve. Any such reduction in our production capacity could render us unable to continue to produce our construction products or satisfy order placed by our customers.

The disclosure required under this Item is included in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Quarterly Report on Form 10-Q under the heading “Share Repurchases” and is incorporated herein by reference.

The information concerning mine safety violations or other regulatory matters required by Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Class		Outstanding Shares
Common Stock, $.01 Par Value		~~41,817,942~~41,882,068

		Page
Item 1.	Consolidated Financial Statements

	Consolidated Statements of Earnings for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	1

	Consolidated Statements of Comprehensive Earnings for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	2

	Consolidated Balance Sheets as of ~~September~~June 30, ~~2020,~~2021, and March 31, ~~2020~~2021	3

	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	4

	Consolidated Statements of Stockholders' Equity for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3934

Item 4.	Controls and Procedures	3934

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4035

Item 1a.	Risk Factors	4035

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4135

Item 4.	Mine Safety Information	4135

Item 6.	Exhibits	4236

SIGNATURES		4337

	For the Six Months Ended September 30,
	2020		2019
	(dollars in thousands)
Cash Payments:
Interest	$	24,897	$	18,196
Income Taxes		23,200		19,643
Operating Cash Flows used for Operating Leases		6,127		7,861

Non-Cash Financing Activities:
Property and Equipment Purchases Included in Accrued Liabilities	$	—	$	2,868


	(dollars in thousands)
Inventories	$	28,568
Property, Plant, and Equipment		476,942
Intangible Assets		38,300
Lease Right-of-Use Assets		4,478
Lease Obligations		(4,478	)
Long-term Liabilities		(4,000	)
Total Net Assets		539,810
Goodwill		129,127
Total Estimated Purchase Price	$	668,937

	Weighted-Average Life		Estimated Fair Value
Permits		20	$	1,500
Customer Relationships		15		35,300
Trade Name and Technology		10		1,500
Total Intangible Assets			$	38,300

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


	For the Three Months Ended		For the Six Months Ended
	September 30, 2020
	(dollars in thousands)
Revenue	$	50,018	$	97,573
Operating Earnings	$	14,410	$	24,970

	For the Three Months Ended		For the Six Months Ended
	September 30, 2019
	Unaudited
	(dollars in thousands, except per share data)
Revenue	$	461,402	$	861,168
Net Earnings from Continuing Operations	$	71,700	$	108,269
Earnings per share from Continuing Operations – basic	$	1.72	$	2.53
Earnings per share from Continuing Operations – diluted	$	1.71	$	2.52

	~~2020~~2022
Dividend Yield		—0.8	%
Expected Volatility		~~37.9~~38.4	%
~~Risk Free~~Risk-Free Interest Rate		~~0.5~~1.1	%
Expected Life	6.0 years

	Percentage
2021		102.25	%
2022		101.50	%
2023		100.75	%
2024 and thereafter		100.00	%

	As of July 19,
	2021
	(dollars in thousands)
Revolving Credit Facility	$	100,000
2.500% Senior Unsecured Notes Due 2031		750,000
Total Debt		850,000
Less: Unamortized Discounts and Debt Issuance Costs		(11,904	)
Long-term Debt	$	838,096

	Fair Value
	(dollars in thousands)
4.500% Senior Unsecured Notes Due 2026	$	364,613

	Maturity
Revolving Credit Facility		~~August 2022~~July 2026
~~4.500%~~2.500% Senior Unsecured Notes		~~August 2026~~
~~Term Loan~~		~~August 2022~~July 2031

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
April 1 through April 30, 2021		—	$	—		—
May 1 through May 31, 2021		110,000		143.77		110,000
June 1 through June 30, 2021		315,500		146.16		315,500
Quarter 1 Totals		425,500	$	145.54		425,500		6,880,149

10.1*1.1		Underwriting Agreement, dated as of June 17, 2021, by and among Eagle Materials Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters identified on Schedule 1 thereto (filed as Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on June 21, 2021 and incorporated herein by reference).
10.1		Eagle Materials Inc. ~~Director~~Salaried Incentive Compensation ~~Summary.~~Program for Fiscal Year 2022 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on May 21, 2021 and incorporated herein by reference). ⁽¹⁾
10.2*10.2		Eagle Materials Inc. Special Situation Program for Fiscal Year 2022 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on May 21, 2021 and incorporated herein by reference). ⁽¹⁾
10.3*		Form of ~~Director~~Management Restricted Stock ~~Agreement.~~Agreement (Performance). ⁽¹⁾
10.4*		Form of Management Restricted Stock Agreement (Time Vest). ⁽¹⁾
10.5*		Eagle Materials Inc. American Gypsum Company LLC Salaried Incentive Compensation Program for Fiscal Year 2022. ⁽¹⁾
31.1*		Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
32.1*		Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*		Mine Safety ~~Disclosure~~Disclosure.
101.INS*		Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File – (formatted as Inline XBRL and Contained in Exhibit 101).

		EAGLE MATERIALS INC.
		Registrant

~~October 29, 2020~~July 28, 2021		/s/ MICHAEL R. HAACK
		Michael R. Haack President and Chief Executive Officer (principal executive officer)

~~October 29, 2020~~July 28, 2021		/s/ D. CRAIG KESLER
		D. Craig Kesler Executive Vice President – Finance and Administration and Chief Financial Officer (principal financial officer)