5960 Berkshire Lane, Suite 900, Dallas, Texas75225(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~~ 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~~ 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 July ~~26, 2021,~~24, 2022, the number of outstanding shares of common stock was:

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

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

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

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, 2020	$	416		$	10,943		$	960,065		$	(3,581	)	$	967,843
Net Earnings		—			—			96,206			—			96,206
Stock Compensation Expense		2			4,758			—			—			4,760
Shares Redeemed to Settle Employee Taxes		—			(1,130	)		—			—			(1,130	)
Sale of Business with Unfunded Pension Liability		—			—			—			254			254
Unfunded Pension Liability, net of tax		—			—			—			25			25
Balance at June 30, 2020	$	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			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, 2021	$	424		$	62,497		$	1,299,509		$	(3,440	)	$	1,358,990		$	424		$	62,497		$	1,299,509		$	(3,440	)	$	1,358,990
Net Earnings		—			—			95,327			—			95,327			—			—			95,327			—			95,327
Stock Compensation Expense		1			2,455			—			—			2,456			1			2,455			—			—			2,456
Stock Option Exercises and Restricted Share Issuance		—			8,222			—			—			8,222
Stock Option Exercises and Restricted Share Issuances																	—			8,222			—			—			8,222
Shares Redeemed to Settle Employee Taxes		—			(1,214	)		—			—			(1,214	)		—			(1,214	)		—			—			(1,214	)
Purchase and Retirement of Common Stock		(4	)		(61,925	)		—			—			(61,929	)		(4	)		(61,925	)		—			—			(61,929	)
Dividends to Stockholders		—			—			(10,547	)		—			(10,547	)
Dividends to Shareholders																	—			—			(10,547	)		—			(10,547	)
Unfunded Pension Liability, net of tax		—			—			—			27			27			—			—			—			27			27
Balance at June 30, 2021	$	421			10,035		$	1,384,289		$	(3,413	)	$	1,391,332		$	421		$	10,035		$	1,384,289		$	(3,413	)	$	1,391,332

																Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total
																(dollars in thousands)
Balance at March 31, 2022																$	387		$	—		$	1,136,344		$	(3,175	)	$	1,133,556
Net Earnings																	—			—			105,005			—			105,005
Stock Compensation Expense																	—			5,146			—			—			5,146
Stock Option Exercises and Restricted Share Issuances																	1			666			—			—			667
Shares Redeemed to Settle Employee Taxes																	—			(1,497	)		—			—			(1,497	)
Purchase and Retirement of Common Stock																	(8	)		(4,315	)		(105,289	)		—			(109,612	)
Dividends to Shareholders																	—			—			(9,507	)		—			(9,507	)
Unfunded Pension Liability, net of tax																	—			—			—			23			23
Balance at June 30, 2022																$	380		$	—		$	1,126,553		$	(3,152	)	$	1,123,781

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

On April 22, 2022, we purchased the assets of a readymix concrete and ~~Other Dispositions~~

~~On September 18, 2020, we sold our Oil and Gas Proppants~~aggregates business (the Proppants Business) to Smart Sand, Inc., a Delaware corporation (the Purchaser), pursuant to an Equity Purchase and Sale Agreement (the 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.ConAgg Acquisition). The purchase price ~~(the Purchase~~(Purchase Price) ~~paid by the Purchaser for the acquisition~~ of the ~~Proppants Business~~ConAgg Acquisition was ~~$2.0 million paid~~approximately $121.2 million. The purchase price allocation has not yet been finalized. The Purchase Price and expenses incurred in ~~shares of common stock of~~connection with the ~~Purchaser. Shares representing $0.3 million~~ConAgg Acquisition were funded through borrowings under our revolving credit facility. Operations related to the ConAgg Acquisition are included in the Concrete and Aggregates business in our segment reporting from April 22, 2022 through June 30, 2022.

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years, while the ~~Purchaser.~~ estimated useful lives assigned to Intangible Assets range from 2 to 15 years.

Included in Operating ~~Earnings from Western and Mathews, collectively, were~~Loss shown above is approximately ~~$1.7~~$2.0 million and ~~$0.1~~$1.2 million ~~respectively, for~~related to depreciation and amortization and the ~~three months ended June 30, 2020.~~recording of acquired inventories at fair value, respectively.

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~~ (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. The Compensation Committee of our Board of Directors specifies ~~the~~grant terms for ~~grants of equity~~ awards under the Plan.

In May ~~2021,~~2022, the Compensation Committee of the Board of Directors approved the granting to certain officers and key employees an aggregate of ~~4,293~~25,192 performance-vesting stock options that will be earned only if certain performance conditions are satisfied (the Fiscal ~~2022~~2023 Employee Performance Stock Option Grant). The performance criteria for the Fiscal ~~2022~~2023 Employee Performance Stock Option Grant isare based upon the achievement of certain levels of return on equity (as defined in the option agreements), ranging from ~~10.0%~~10.0% to ~~20.0%~~20.0%, for the fiscal year ending March 31, ~~2022.~~2023. 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%~~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, ~~2023~~2024 through ~~2025.~~2026. The stock options have a term of ~~ten~~10 years from the ~~date of grant.~~grant date. The Compensation Committee also approved the granting of ~~3,578~~20,994 time-vesting stock options to the same officers and key employees, which vest ratably over four years (the Fiscal ~~2022~~2023 Employee Time-Vesting Stock Option Grant).

The Fiscal 2023 Employee Performance Stock Option Grant and the Fiscal 2023 Employee Time-Vesting Stock Option Grant were valued at their grant date using the Black-Scholes option pricing model. The weighted-average assumptions used in the Black-Scholes model to value the option awards in fiscal ~~2022~~2023 are as follows:

In addition to the stock options described above, from time to time we issue stock options to certain employees. Any options issued are valued using the Black-Scholes options pricing model on the grant date, and expensed over the vesting period.

Stock option expense for all outstanding stock option awards totaled approximately ~~$0.7~~$0.8 million and ~~$1.7~~$0.7 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. At June 30, ~~2021,~~2022, there was approximately ~~$6.3~~$5.7 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of ~~2.3~~2.5 years.

The following table represents stock option activity for the three months ended June 30, ~~2021:~~2022:

The following table summarizes information about stock options outstanding at June 30, ~~2021:~~2022:

At June 30, ~~2021,~~2022, the aggregate intrinsic value for both of the outstanding and exercisable options was approximately ~~$34.9~~$10.4 million and ~~$18.7~~$6.3 million, respectively. The total intrinsic value of options exercised during the three months ended June 30, ~~2021~~2022 was approximately ~~$5.6~~$1.0 million.

In May ~~2021,~~2022, the Compensation Committee approved the granting to certain officers and key employees an aggregate of ~~52,577~~50,783 shares of performance-vesting restricted stock that will be earned if certain performance conditions are satisfied (the Fiscal ~~2022~~2023 Employee Restricted Stock Performance Award). The performance criteria for the Fiscal ~~2022~~2023 Employee Restricted Stock Performance Award isare based upon the achievement of certain levels of return on equity (as defined in the award agreement), ranging from ~~10.0%~~10.0% to ~~20.0%~~20.0%, for the fiscal

year ending March 31, ~~2022.~~2023. 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%~~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, ~~2023~~2024 through ~~2025.~~2026. The Compensation Committee also approved the granting of ~~43,816~~42,545 shares of time-vesting restricted stock to the same officers and key employees, which vest ratably over four years (the Fiscal ~~2022~~2023 Employee Restricted Stock Time-Vesting Award). The Fiscal ~~2022~~2023 Employee Restricted Stock Performance Award and the Fiscal ~~2022~~2023 Employee Restricted Stock Time-Vesting Award were valued at the closing price of the stock on the grant date ~~of grant~~ and are being expensed over a four-year period.

In addition to the restricted stock described above, from time to time we issue restricted stock to certain employees. These awards are valued at the closing price of the stock on the grant date, and expensed over the vesting period.

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

Expense related to restricted shares was approximately ~~$1.8~~$4.3 million and ~~$3.0~~$1.8 million for the three months ended June 30, ~~2021~~2022, and ~~2020~~2021, respectively. At June 30, ~~2021,~~2022, there was approximately ~~$23.8~~$25.6 million of unearned compensation from restricted stock, which will be recognized over a weighted-average period of ~~2.9~~2.7 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 ~~3,396,823~~3,271,524 at June 30, ~~2021.~~2022.

~~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:~~

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.

Our business is 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 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. 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 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 (one of which is operated through a joint venture located in Buda, Texas), 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, Kansas, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, and Texas. We operate 2630 readymix concrete batch plants and 35 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%~~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 June 30,						For the Three Months Ended June 30,
	2021			2020			2022			2021
	(dollars in thousands)						(dollars in thousands)
Revenue
Cement	$	270,255		$	261,411		$	284,516		$	270,255
Concrete and Aggregates		44,754			44,190			61,618			44,754
Gypsum Wallboard		166,267			130,150			216,327			166,267
Paperboard		43,267			36,744			54,073			43,267
		524,543			472,495			616,534			524,543
Less: Intersegment Revenue		(26,082	)		(20,206	)		(28,832	)		(26,082	)
Less: Joint Venture Revenue		(22,691	)		(25,300	)		(26,315	)		(22,691	)
	$	475,770		$	426,989		$	561,387		$	475,770


	For the Three Months Ended June 30,
	2022		2021
	(dollars in thousands)
Intersegment Revenue
Cement	$	6,291	$	7,833
Paperboard		22,541		18,249
	$	28,832	$	26,082
Cement Sales Volume (M tons)
Wholly Owned		1,805		1,852
Joint Venture		188		184
		1,993		2,036


	For the Three Months Ended June 30,
	2022			2021
	(dollars in thousands)
Operating Earnings
Cement	$	62,348		$	62,547
Concrete and Aggregates		5,732			5,344
Gypsum Wallboard		84,068			63,253
Paperboard		3,816			3,337
Sub-Total		155,964			134,481
Corporate General and Administrative Expense		(11,820	)		(9,468	)
Other Non-Operating Income (Loss)		(635	)		3,678
Earnings Before Interest and Income Taxes		143,509			128,691
Interest Expense, net		(7,330	)		(6,972	)
Earnings Before Income Taxes	$	136,179		$	121,719
Cement Operating Earnings -
Wholly Owned	$	57,250		$	54,577
Joint Venture		5,098			7,970
	$	62,348		$	62,547
Capital Expenditures
Cement	$	8,986		$	7,967
Concrete and Aggregates		652			546
Gypsum Wallboard		4,079			1,694
Paperboard		837			1,117
Corporate and Other		360			611
	$	14,914		$	11,935
Depreciation, Depletion, and Amortization
Cement	$	20,053		$	19,531
Concrete and Aggregates		4,201			2,578
Gypsum Wallboard		5,563			5,396
Paperboard		3,717			3,668
Corporate and Other		695			771
	$	34,229		$	31,944


	June 30,		March 31,
	2022		2022
	(dollars in thousands)
Identifiable Assets
Cement	$	1,886,113	$	1,860,649
Concrete and Aggregates		214,042		89,405
Gypsum Wallboard		401,056		397,486
Paperboard		177,082		180,025
Other, net		92,566		52,087
	$	2,770,859	$	2,579,652

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~~mainly 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.

The increase in Goodwill in the Concrete and Aggregates segment is related to the ConAgg Acquisition. The purchase price allocation is still in progress, and may affect the recorded balance of Goodwill when completed .

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

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.

(Q) FAIR VALUE OF 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 2.500% Senior Unsecured Notes at June 30, ~~2021~~2022 is as follows:

Fair Value

(dollars in thousands)

4.500% Senior Unsecured Notes Due 2026

$
358,866


	Fair Value
	(dollars in thousands)
2.500% Senior Unsecured Notes Due 2031	$	591,030

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 21 input). The carrying values of Cash and Cash Equivalents, Accounts Receivable, Notes Receivable, Accounts Payable, and Accrued Liabilities approximate their fair values at June 30,~~2021,~~ 2022, due to the short-term maturities of these assets and liabilities. The fair value of our Revolving Credit Facility and Term Loan also approximates ~~its~~the carrying value at June 30, 2022.

~~2021.~~

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

EXECUTIVE SUMMARY

We are a leading ~~supplier~~manufacturer of heavy construction materials and light building materials in the United States. Our primary products, Portland Cement and Gypsum Wallboard, are commodities that are essential in commercial and residential construction; public construction projects; 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 throughout most of the United States, except the Northeast, which provides us with regional economic diversification. However, general economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.

Our 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 months ended June 30, 2022 and 2021, ~~and2020, 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).

On ~~September 18, 2020,~~April 22, 2022, we ~~sold our Oil and Gas Proppants business, which had previously been reported as a separate operating segment. Because~~finalized the ~~sale~~ConAgg Acquisition. The Purchase Price of the ~~Oil and Gas Proppants business~~ConAgg Acquisition was ~~determined to meet the accounting criteria for discontinued operations, this segment~~approximately $121.2 million. The ConAgg Acquisition is ~~no longer separately reported~~included in our ~~reportable segment footnote for any of~~Heavy Material sector, in the ~~periods presented.~~Concrete and Aggregates business segment. See Footnote ~~(C)~~(B) in the Unaudited Consolidated Financial Statements for more information ~~about~~regarding the ~~sale of the Oil and Gas Proppants business.~~ConAgg Acquisition.

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.

MARKET CONDITIONS AND OUTLOOK

~~We remain well positioned to manage our cost structure and meet our customers’ requirements during the remainder of fiscal 2022. In~~During the first quarter of fiscal ~~2022, residential construction~~2023, our end markets generally remained resilient despite external challenges, such as transportation disruptions, supply chain constraints, and increasing interest rates and inflation. Construction activity in most of our regional markets continued to outpace the national average, and sales volume in our largest business lines remained ~~robust,~~strong – our Gypsum Wallboard shipments were up 5%, and although our Cement sales volume decreased 2%, sales volumes remain historically high.

Demand Outlook

The principal end-use market of Cement is public infrastructure ~~spending continued at high levels.~~(i.e. roads, bridges, and highways). Our Cement business remains in a near sold-out position. We expect demand for ~~our Wallboard and Cement businesses~~cement to remain strong ~~throughout~~with infrastructure investment increasing as federal funding from the Infrastructure Investment and Jobs Act begins in earnest during this fiscal ~~2022. Additionally, if the proposed federal infrastructure program is passed, investment in roads, bridges, and other infrastructure will increase~~year. However, despite underlying demand growth, our ability to achieve further ~~throughout the country.~~

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 from our existing facilities 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~~The principal end use for 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, consisting of new construction (both single-family and multi-family homes) as well as repair and ~~remodeling activity. Residential housing starts increased, on a seasonally adjusted basis, approximately 29% in during the first six-months~~remodel. The construction of ~~calendar 2021, compared with 2020,~~single-family homes is more wallboard-intensive than multi-family homes. Gypsum wallboard shipments and ~~are expected to~~orders currently remain strong, ~~throughout~~but we recognize quantitative tightening will likely have an impact on residential construction activity in the ~~remainder of~~future. In the ~~calendar~~near term, we expect record home construction backlogs to support product demand this 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 our paper generally follows the demand for gypsum wallboard.

Cost Outlook

We are well positioned to manage our cost structure and meet our customers’ needs during the upcoming fiscal year, despite growing challenges related to rising inflation and increased transportation costs. Our substantial raw material reserves for our Cement, Aggregates, and Gypsum Wallboard businesses, and their proximity to our respective manufacturing facilities, support our low-cost producer position across all of our business segments.

Energy and freight costs increased in all of our businesses during fiscal 2022, and we anticipate further increases throughout fiscal 2023. The increases in energy costs are related to rising demand and disruption in the global supply of natural gas and solid fuels. Regarding natural gas, we have forward purchase contracts for approximately 40% of our natural gas needs at $4.78 per mmbtu across all of our businesses for fiscal 2023. For freight, several factors are contributing to higher costs, including: limited availability of trucking and rail service, congestion on the shipping routes, and the increase in price of diesel fuel, all of which have constrained freight capacity. We do not expect these factors to improve in the near term.

The primary raw material used to produce paperboard is ~~Old Carboard Containers (OCC).~~OCC. Prices for OCC significantly increased during fiscal 2022 but started to decline during the ~~fiscal first quarter of 2022,~~winter and ~~we anticipate that they could increase again in the fiscal second quarter before leveling off~~spring. We expect OCC prices to remain relatively level for the remainder of ~~the~~ fiscal ~~year. Although~~2023. Our current customer contracts for gypsum liner ~~customer contracts~~ include price ~~escalators~~adjustments that partially ~~offset and~~ compensate for changes in raw material fiber ~~prices,~~prices. However, because these ~~increases likely will adversely affect the cost of paper used to manufacture gypsum wallboard by~~price escalations are not realized until future quarters, material costs in our Gypsum Wallboard ~~segment.~~segment are likely to be higher in the period that these price increases are realized.

RESULTS OF OPERATIONS

THREE MONTHS ENDED ~~JUNE~~June 30, ~~2021~~2022 Compared WITH THREE MONTHS ENDED June 30, ~~2020~~2021


	For the Three Months Ended June 30,									For the Three Months Ended June 30,
	2021			2020			Change			2022			2021			Change
	(in thousands, except per share)									(dollars in thousands, except per share)
Revenue	$	475,770		$	426,989			11	%	$	561,387		$	475,770			18	%
Cost of Goods Sold		(349,259	)		(324,692	)		8	%		(410,521	)		(349,259	)		18	%
Gross Profit		126,511			102,297			24	%		150,866			126,511			19	%
Equity in Earnings of Unconsolidated Joint Venture		7,970			7,796			2	%		5,098			7,970			(36	)%
Corporate General and Administrative		(9,468	)		(17,789	)		(47	)%		(11,820	)		(9,468	)		25	%
Gain on Sale of Businesses		—			51,973			(100	)%
Other Non-Operating Income (Loss)		3,678			(309	)		(1290	)%
Other Non-Operating Income											(635	)		3,678			(117	)%
Interest Expense, net		(6,972	)		(14,041	)		(50	)%		(7,330	)		(6,972	)		5	%
Earnings from Continuing Operations Before Income Taxes		121,719			129,927			(6	)%
Earnings Before Income Taxes											136,179			121,719			12	%
Income Tax Expense		(26,392	)		(32,836	)		(20	)%		(31,174	)		(26,392	)		18	%
Net Earnings from Continuing Operations	$	95,327		$	97,091			(2	)%
Net Loss from Discontinued Operations		—			(885	)		(100	)%
Net Earnings	$	95,327		$	96,206			(1	)%	$	105,005		$	95,327			10	%
Diluted Earnings per Share from Continuing Operations	$	2.25		$	2.33			(3	)%
Diluted Earnings per Share										$	2.75		$	2.25			22	%

REVENUE

~~REVENUE~~

Revenue increased by ~~$48.8~~$85.6 million, or ~~11%~~18%, to ~~$475.8~~$561.4 million for the three months ended June 30, ~~2021.~~2022. The ~~increase~~ConAgg Acquisition contributed $11.0 million of Revenue during the three months ended June 30, 2022. Excluding the ConAgg Acquisition, Revenue improved by $74.6 million, or 16%, largely because of increases in ~~Revenue was due to higher~~both gross sales prices and Sales Volume. The increases in gross sales prices and Sales Volume ~~which~~ positively affected Revenue by approximately ~~$40.1~~$70.7 million and ~~$8.7~~$3.9 million, respectively.

COST OF GOODS SOLD

Cost of Goods Sold increased by ~~$24.6~~$61.3 million, or 8%18%, to ~~$349.3~~$410.5 million for the three months ended June 30, ~~2021.~~2022. The ConAgg Acquisition contributed $11.1 million of Cost of Goods Sold during the three months ended June 30, 2022. Excluding the ConAgg Acquisition, Cost of Goods Sold increased by $50.2 million, or 14%. The increase was due to ~~the~~ higher Sales Volume and ~~increased~~ operating costs of ~~$5.8~~$2.1 million and ~~$18.8~~$48.1 million, respectively. ~~The increase in~~Higher operating costs ~~was~~were primarily related to our Cement, ~~and~~ Gypsum Wallboard, and Recycled Paperboard segments, which are discussed further in the segment analysis.

GROSS PROFIT

Gross Profit increased ~~24%~~19% to ~~$126.5~~$150.9 million during the three months ended June 30, ~~2021.~~2022. The improvement was primarily ~~due~~related to higher gross sales prices and Sales Volume, partially offset by increased operating costs. The gross margin increased slightly to 27% ~~from 24%~~, ~~primarily because of~~with higher gross sales prices ~~partially~~being offset by an increase in operating costs.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURE

Equity in Earnings of our Unconsolidated Joint Venture ~~increased $0.2~~declined $2.9 million, or 2%36%, for the three months ended June 30, ~~2021.~~2022. The ~~increase~~decrease was primarily due to ~~higher net sales prices,~~increased operating costs, which ~~raised~~adversely affected earnings by approximately ~~$1.4~~$6.2 million. This was partially offset by ~~lower~~higher gross sales prices and Sales Volume of $3.1 million and $0.2 million, respectively. The increase in operating costs was primarily related to extended equipment downtime that reduced cement production in June, and higher purchased cement costs, which ~~adversely affected~~reduced operating earnings by ~~approximately $1.2 million.~~ $3.1 million and $3.0 million, respectively.

CORPORATE GENERAL AND ADMINISTRATIVE

Corporate General and Administrative expenses ~~declined~~increased by approximately ~~$8.3~~$2.4 million, or ~~47%~~25%, for the three months ended June 30, ~~2021.~~2022. The ~~decrease~~increase was primarily due to ~~lower professional and transaction fees incurred in fiscal 2021~~higher incentive compensation associated with executive retirements of ~~approximately $4.6~~$2.3 million, ~~and $2.9 million,~~ respectively. The professional fees related primarily to our strategic portfolio review in the prior year, and the transaction fees mostly related to the sale of Mathews Readymix and Western Aggregates, and the preparation for the sale of the Oil and Gas Proppants business.

~~GAIN ON SALE OF BUSINESSES~~

~~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)~~

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. ~~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

Interest Expense, net ~~decreased~~increased by approximately ~~$7.0~~$0.4 million, or ~~50%~~5%, during the three months ended June 30, ~~2021. The decrease~~2022. This was primarily due to ~~lower~~approximately $0.7 million of higher interest on ~~borrowings under~~ our ~~Revolving Credit Facility and Term Loan of approximately $4.6 million and $2.3 million, respectively. Interest Expense related to our Revolving Credit Facility was lower~~public notes because we ~~had no~~increased our outstanding ~~borrowings under the Revolving Credit Facility during the first quarter~~balance to $750.0 million from $350.0 million. The increased interest expense was partially offset by lower loan amortization costs of ~~fiscal 2022, compared with average borrowings of approximately $500.0~~$0.3 million ~~during the first quarter of fiscal 2021. Interest Expense on our Term Loan declined~~ due to ~~lower average interest rates.~~the termination of the term loan facility repaid on July 1, 2021. See Footnote (M) to the Unaudited Consolidated Financial Statements for more information.

EARNINGS ~~FROM CONTINUING OPERATIONS~~ BEFORE INCOME TAXES

Earnings Before Income Taxes ~~decreased~~increased to ~~$121.7~~$136.2 million during the three months ended June 30, ~~2021,~~2022, primarily as a result of ~~the Gain on Sale of Businesses in the prior year.~~higher Gross Profit. This was partially offset by higher ~~Gross Profit, Equity in Earnings of Unconsolidated Joint Venture, and Other Non-Operating Income, as well as lower~~ Corporate General and Administrative Expenses and Interest Expense, ~~net.~~as well as lower Equity in Earnings of Unconsolidated Joint Venture.

INCOME TAX EXPENSE

Income Tax Expense ~~of $26.4 million~~ was ~~recorded for the three months ended June 30, 2021, compared with $32.6~~$31.2 million for the three months ended June 30, 2020. The effective tax rate decreased to 22% from 25% in the prior-year period. The decrease in the effective tax rate was primarily due to a discrete penalty related to an uncertain tax position that was recorded during the three months ended June 30, 2020.

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

~~Net Earnings from Continuing Operations decreased 2% to $95.3~~2022, compared with $26.4 million for the three months ended June 30, 2021. ~~Diluted Earnings per Share~~The effective tax rate increased to 23% from ~~Continuing Operations decreased 3%~~22% in the prior-year period. The increase was primarily due to ~~$2.25 per share.~~

~~NET LOSS FROM DISCONTINUED OPERATIONS~~

~~Net Loss~~a reduced benefit received from ~~Discontinued Operations declined $0.9 million~~the vesting and exercise of employee stock awards during the ~~three months ended June 30, 2021. The Proppants business was sold~~quarter in ~~September 2020, and there will be activity related to this business during~~ fiscal ~~2022.~~2023.

NET EARNINGS

Net Earnings ~~decreased 1%~~increased 10% to ~~$95.3~~$105.0 million for the three months ended June 30, ~~2021,~~2022, as discussed above.

~~THREE MONTHS ENDED JUNE 30, 2021~~

~~vs.~~

~~THREE~~23

Three MONTHS ENDED June 30, ~~2020~~2022 vs. three MONTHS ENDED June 30, 2021 BY SEGMENT

The following presents results within our two business sectors for the three months ended June 30, ~~2021~~2022, and ~~2020.~~2021. Revenue and operating results are organized by sector and discussed by individual business segment within each respective business sector.

Heavy Materials

CEMENT (1)


	For the Three Months Ended June 30,
	2022			2021			Percentage Change
	(in thousands, except per ton information)
Gross Revenue, including Intersegment and Joint Venture	$	284,516		$	270,255			5	%
Less Intersegment Revenue		(6,291	)		(7,833	)		(20	)%
Less Joint Venture Revenue		(26,315	)		(22,691	)		16	%
Gross Revenue, as reported	$	251,910		$	239,731			5	%
Freight and Delivery Costs billed to Customers		(15,970	)		(19,042	)		(16	)%
Net Revenue	$	235,940		$	220,689			7	%

Sales Volume (M Tons)		1,993			2,036			(2	)%
Average Net Sales Price, per ton (2)	$	127.82		$	116.34			10	%
Operating Margin, per ton	$	31.28		$	30.72			2	%
Operating Earnings	$	62,348		$	62,547			—

For the Three Months Ended June 30,

2021

2020

Percentage Change

(in thousands, except per ton information)

Gross Revenue, including Intersegment and Joint Venture

$
270,255

$
261,411

3
%
Less Intersegment Revenue

(7,833
)

(6,031
)

30
%
Less Joint Venture Revenue

(22,691
)

(25,300
)

(10
)%
Gross Revenue, as reported

$
239,731

$
230,080

4
%
Freight and Delivery Costs billed to Customers

(19,042
)

(16,969
)

12
%
Net Revenue

$
220,689

$
213,111

4
%

Sales Volume (M Tons)

2,036

2,085

(2
)%
Average Net Sales Price, per ton⁽²⁾

$
116.34

$
109.10

7
%
Operating Margin, per ton

$
30.72

$
29.00

6
%
Operating Earnings

$
62,547

$
60,455

3
%

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

^{(2) Net of freight per ton, including Joint Venture}^.Venture.

Cement Revenue was ~~$270.3~~$284.5 million, a 3%5% increase, for the three months ended June 30, ~~2021.~~2022. The increase was primarily due to higher gross sales prices, which improved Cement Revenue by approximately ~~$12.8 million. This was~~$21.4 million, partially offset by lower Sales Volume, which reduced Revenue by ~~$3.9~~$7.2 million.

Cement Operating Earnings ~~increased by 3%~~declined $0.2 million to ~~$62.5~~$62.3 million for the three months ended June 30, ~~2021.~~2022. The ~~increase~~decrease was due to lower Sales Volume of $2.1 million and higher ~~gross sales prices, which positively affected Operating Earnings by approximately $12.8~~operating costs $20.4 million. This was partially offset by ~~lower Sales Volume and increased operating costs, which negatively affected Operating Earnings by $1.6 million and $9.1 million, respectively. The~~an 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~~

For the Three Months Ended June 30,

2021

2020

Percentage Change

(in thousands, except net sales prices)

Gross Revenue, including intersegment

$
44,754

$
44,190

1
%
Less Intersegment Revenue

—

(106
)

(100
)%
Gross Revenue, as reported

$
44,754

$
44,084

2
%

Sales Volume -

M Cubic Yards of Concrete

348

348

—

M Tons of Aggregate

361

475

(24
)%
Average Net Sales Price -

Concrete - Per Cubic Yard

$
118.19

$
113.61

4
%
Aggregates - Per Ton

$
9.93

$
9.77

2
%

Operating Earnings

$
5,344

$
5,418

(1
)%

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~~$21.4 million. The increase in operating costs was primarily due to higher ~~cost of materials~~energy and ~~delivery~~maintenance costs of approximately ~~$0.6~~$10.9 million and ~~$1.0~~$8.9 million, respectively. The Operating Margin decreased to 22% from 23%, primarily because of higher operating costs, partially offset by increased gross sales prices.

CONCRETE AND AGGREGATES


	For the Three Months Ended June 30,
	2022		2021		Percentage Change
	(in thousands, except net sales prices)
Gross Revenue, as reported	$	61,618	$	44,754		38	%

Sales Volume
M Cubic Yards of Concrete		406		348		17	%
M Tons of Aggregate		795		361		120	%
Average Net Sales Price
Concrete - Per Cubic Yard	$	128.73	$	118.19		9	%
Aggregates - Per Ton	$	11.22	$	9.93		13	%

Operating Earnings	$	5,732	$	5,344		7	%

~~Light Materials~~

~~GYPSUM WALLBOARD~~

For the Three Months Ended June 30,

2021

2020

Percentage Change

(in thousands, except per MSF information)

Gross Revenue, as reported

$
166,267

$
130,150

28
%
Freight and Delivery Costs billed to Customers

(31,322
)

(27,122
)

15
%
Net Revenue

$
134,945

$
103,028

31
%

Sales Volume (MMSF)

763

704

8
%
Average Net Sales Price, per MSF ⁽¹⁾

$
176.79

$
146.28

21
%
Freight, per MSF

$
41.05

$
38.53

7
%
Operating Margin, per MSF

$
82.90

$
58.70

41
%
Operating Earnings

$
63,253

$
41,325

53
%

^{(1) Net of freight per MSF}^.

~~Gypsum Wallboard~~Concrete and Aggregates Revenue increased ~~28%~~38% to ~~$166.3~~$61.6 million for the three months ended June 30, ~~2021,~~2022. The ConAgg Acquisition contributed $11.0 million of Revenue during the three months ended June 30, 2022. Excluding the ConAgg Acquisition, Revenue increased by $5.8 million, or 13%. The increase was due to higher gross sales price and Sales Volume, which improved Revenue by $3.4 million and $2.4 million, respectively.

Operating Earnings increased 7% to approximately $5.7 million. Excluding the ConAgg Acquisition, Operating Earnings increased to $5.8 million, which was due to increased gross sales prices and Sales Volume of $3.4 million and $0.3 million, respectively. This was partially offset by higher operating costs of $3.2 million. The increase in operating costs was primarily due to higher materials and delivery expenses of approximately $2.4 million and $1.1 million, respectively, partially offset by lower fixed costs in our aggregate operations of approximately $0.5 million.

Light Materials

GYPSUM WALLBOARD


	For the Three Months Ended June 30,
	2022			2021			Percentage Change
	(in thousands, except per MSF information)
Gross Revenue, as reported	$	216,327		$	166,267			30	%
Freight and Delivery Costs billed to Customers		(42,006	)		(31,322	)		34	%
Net Revenue	$	174,321		$	134,945			29	%

Sales Volume (MMSF)		798			763			5	%
Average Net Sales Price, per MSF (1)	$	218.57		$	176.79			24	%
Freight, per MSF	$	52.64		$	41.05			28	%
Operating Margin, per MSF	$	105.35		$	82.90			27	%
Operating Earnings	$	84,068		$	63,253			33	%

(1) Net of freight per MSF.

Gypsum Wallboard Revenue increased 30% to $216.3 million for the three months ended June 30, 2022. The improvement was due to higher gross sales prices and Sales Volume, which ~~contributed~~increased Revenue by approximately ~~$25.3~~$42.4 million and ~~$10.8~~$7.6 million, respectively. Our market share remained relatively consistent during the three months ended June 30, ~~2021.~~2022.

Operating Earnings increased ~~53%~~33% to ~~$63.3~~$84.1 million, primarily because of higher gross sales prices and Sales Volume. The increase in gross sales prices and Sales Volume positively affected Operating Earnings by approximately ~~$25.3~~$42.4 million and ~~$3.4~~$2.9 million, respectively. This was partially offset by higher operating costs, which adversely affected Operating Earnings by approximately ~~$6.8~~$24.5 million. The higher operating costs were primarily related to freight, energy, and ~~paper costs~~raw materials, which reduced Operating Earnings by approximately ~~$1.9~~$9.3 million, ~~$2.1~~$5.8 million, and ~~$1.0~~$9.2 million, respectively. The Operating Margin increased to ~~38%~~39% for the three months ended June 30, ~~2021,~~2022, primarily because of higher gross sales prices, partly offset by 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.

RECYCLED PAPERBOARD


	For the Three Months Ended June 30,
	2022			2021			Percentage Change
	(in thousands, except per ton information)
Gross Revenue, including intersegment	$	54,073		$	43,267			25	%
Less intersegment Revenue		(22,541	)		(18,249	)		24	%
Gross Revenue, as reported	$	31,532		$	25,018			26	%
Freight and Delivery Costs billed to Customers		(2,549	)		(1,448	)		76	%
Net Revenue	$	28,983		$	23,570			23	%

Sales Volume (M Tons)		84			84			—
Average Net Sales Price, per ton (1)	$	611.87		$	498.49			23	%
Freight, per ton	$	30.35		$	17.24			76	%
Operating Margin, per ton	$	45.43		$	39.73			14	%
Operating Earnings	$	3,816		$	3,337			14	%

For the Three Months Ended June 30,

2021

2020

Percentage Change

(in thousands, except per ton information)

Gross Revenue, including intersegment

$
43,267

$
36,744

18
%
Less Intersegment Revenue

(18,249
)

(14,069
)

30
%
Gross Revenue, as reported

$
25,018

$
22,675

10
%
Freight and Delivery Costs billed to Customers

(1,448
)

(1,333
)

9
%
Net Revenue

$
23,570

$
21,342

10
%

Sales Volume (M Tons)

84

77

9
%
Average Net Sales Price, per ton ⁽¹⁾

$
498.49

$
461.87

8
%
Freight, per ton

$
17.24

$
17.31

—

Operating Margin, per ton

$
39.73

$
37.60

6
%
Operating Earnings

$
3,337

$
2,895

15
%

^{(1) Net of freight per ton}^.ton.

Recycled Paperboard Revenue increased ~~18%~~25% to ~~$43.3~~$54.1 million during the three months ended June 30, ~~2021.~~2022. The increase was primarily due to higher gross sales prices and Sales Volume, which positively affected Revenue by ~~$3.1~~$10.6 million and ~~$3.5~~$0.2 million, respectively. Higher gross sales prices were related to the pricing provisions in our long-term sales agreements.

Operating Earnings increased ~~15%~~14% to ~~$3.3~~$3.8 million, primarily because of higher gross sales prices, ~~and Sales Volume,~~ which ~~positively affected~~increased Operating Earnings by ~~approximately $3.1 million, and $0.3 million, respectively. These increases were~~$10.6 million. This was partially offset by higher operating costs, which ~~adversely affected~~reduced Operating Earnings by ~~$2.9~~approximately $10.1 million. The increase in operating costs was primarily related to higher input costs, namely fiber, energy, and freight, which lowered Operating Earnings by approximately ~~$2.7 million.~~$5.5 million, $2.1 million, and $1.1 million, respectively. The Operating Margin ~~remained consistent at 8% with~~declined to 7% because of increased operating costs, partially offset by higher gross sales prices. Although the Company has certain pricing provisions in its long-term sales agreements, prices ~~being offset by increased operating~~are only adjusted at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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~~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~~related 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.

Recent Accounting Pronouncements

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.

LIQUIDITY AND CAPITAL RESOURCES

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 for at least the next twelve months. We ~~will continue~~regularly monitor any potential disruptions to ~~monitor the potential impact of future COVID-19 outbreaks, or similar disruptions on~~ the economy, and onto our operations, ~~as well as any other economic impacts related to~~particularly changing fiscal policy or economic ~~conditions.~~conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our revolving credit facility and the amount of borrowings available to us in the next twelve-month period.

Cash Flow

The following table provides a summary of our cash flows:


	For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2021			2020			2022			2021
	(dollars in thousands)						(dollars in thousands)
Net Cash Provided by Operating Activities	$	111,121		$	95,313		$	124,802		$	111,121
Investing Activities:
Investing Activities
Additions to Property, Plant, and Equipment		(11,935	)		(25,991	)		(14,914	)		(11,935	)
Proceeds from Sale of Property, Plant, and Equipment		—			93,482
Net Cash Provided by (Used in) Investing Activities		(11,935	)		67,491
Financing Activities:
Acquisition Spending								(121,162	)		—
Net Cash Used in Investing Activities								(136,076	)		(11,935	)
Financing Activities
Increase (Decrease) in Credit Facility		—			(75,000	)		(19,000	)		—
Term Loan								200,000			—
Dividends Paid to Stockholders		—			(4,160	)		(9,642	)		—
Purchase and Retirement of Common Stock		(61,929	)		—			(109,612	)		(61,929	)
Proceeds from Stock Option Exercises		8,222			—			667			8,222
Payment of Debt Issuance Costs		(1,243	)		(1,718	)		(777	)		(1,243	)
Shares Redeemed to Settle Employee Taxes on Stock Compensation		(1,214	)		(1,130	)		(1,497	)		(1,214	)
Net Cash Used in Financing Activities		(56,164	)		(82,008	)
Net Increase in Cash, Cash Equivalents, and Restricted Cash	$	43,022		$	80,796
Net Cash Provided by (Used in) Financing Activities								60,139			(56,164	)
Net Increase in Cash and Cash Equivalents							$	48,865		$	43,022

Net Cash Provided by Operating Activities increased by ~~$15.8~~$13.7 million to ~~$111.1~~$124.8 million during the three months ended June 30, ~~2021.~~2022. This increase was primarily attributable to higher Net Earnings, adjusted for non-cash charges, of approximately ~~$54.1~~$18.3 million. ~~The improvement~~This was partially offset by changes in working capital of $2.1 million and lower dividends from our Unconsolidated Joint Venture ~~and cash flows from changes in working capital~~ of $2.5 ~~million and $35.8 million, respectively.~~million.

Working capital increased by ~~$50.0~~$83.3 million to ~~$542.3~~$318.5 million at June 30, ~~2021, because of increased~~2022, compared with March 31, 2022. The increase was due to higher Cash ~~Accounts Receivable, and Prepaid and Other Assets~~ of approximately ~~$43.0 million, $40.3~~$48.9 million; higher Accounts and Notes Receivable, net of approximately $58.4 million, and ~~$7.9 million, respectively.~~lower Accounts Payable and Accrued Liabilities of $3.6 million. This was partially offset by ~~increased Accounts Payable and Accrued Expenses~~lower Inventories and Income ~~Taxes Payable~~Tax Receivable of approximately ~~$8.9~~$3.2 million and ~~$13.8~~$4.6 million, respectively, and ~~decreased Inventory~~higher Income Tax Payable of ~~approximately $18.6~~$25.0 million. The reduction in ~~Inventory~~inventory was due to ~~higher Revenue~~our normal sales cycle in which we build inventory in the winter months to meet demand in the spring and ~~lower production resulting from scheduled outages~~summer. The ConAgg Acquisition in April 2022 increased working capital by approximately $12.6 million at ~~our cement plants. The decrease in Accrued Liabilities and increase in Income Taxes Payable were both due primarily to timing.~~June 30, 2022.

The increase in Accounts Receivable at June 30, ~~2021,~~2022, was primarily related to higher Revenue during the three months ended June 30, ~~2021,~~2022, compared with the three months ended March 31, ~~2021.~~2022. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately ~~40%~~42% at June 30, ~~2021~~2022 and 43% at March 31, ~~2021.~~2022. Accounts Receivable related to the ConAgg Acquisition at June 30, 2022 were approximately $8.2 million. 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 June 30, ~~2021.~~2022. Notes Receivable are monitored on an individual basis, and no significant deterioration in the collectability of our Notes Receivable was identified at June 30, ~~2021.~~2022.

Our Inventory balance at June 30, ~~2021~~2022 declined by approximately ~~$18.6~~$3.1 million from our balance at March 31, ~~2021.~~2022. Excluding the ConAgg Acquisition, our Inventory balance declined by $8.0 million. Within Inventory, raw materials and materials-in-progress decreased by approximately $3.6 million and finished cement decreased by approximately $4.1 million. The decline in raw materials and materials-in-progress and finished cement is consistent with our business cycle; we generally build up clinker inventory over the winter months to meet the demand for cement in the spring and summer. The increase in repair parts ~~and supplies decreased approximately $13.5 million, $2.6 million, and $1.8 million, respectively. These declines were~~inventory was primarily due ~~primarily~~ to the ~~maintenance~~build-up of inventory necessary for our scheduled outages ~~at all of our cement plants during~~over the ~~quarter.~~next several months. 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 Used in Investing Activities during the three months ended June 30, ~~2021~~2022, was approximately ~~$11.9~~$136.1 million, compared with ~~$67.5~~$11.9 million during the same period in ~~2020, a decrease~~2021, an increase of approximately ~~$79.4~~$124.2 million. The ~~decrease~~increase was primarily related to the ~~sale of Western and Mathews~~$121.2 million Purchase Price for the ConAgg Acquisition in April 2022.

Net Cash Provided by Financing Activities was approximately $60.1 million during the prior year for approximately $93.5 million, partially offset by a reduction of $14.1 million in capital spending. The reduction in capital spending was primarily related to lower capital spending in our Gypsum Wallboard and Recycled Paperboard businesses.

three months ended June 30, 2022, compared with Net Cash Used in Financing Activities ~~was approximately~~of $56.2 million during the three months ended June 30, ~~2021, compared with $82.0~~2021. The $116.3 million ~~in the first quarter~~increase was primarily related to higher borrowings of ~~fiscal 2021. During the first quarter of fiscal 2022, we had $61.9~~$181.0 million, ~~of share repurchases and retirements, which was~~ partially offset by ~~$8.2 million~~increases in Dividends Paid to Shareholders of ~~cash received from the exercise of stock options, compared with a reduction in net borrowings of $75.0~~$9.6 million and ~~dividends paid~~Purchase and Retirement of ~~$4.2 million in fiscal 2021.~~Common Stock of $47.7 million.

Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were ~~42.2%~~50.0% and ~~33.7%~~48.6%, respectively, at June 30, ~~2021,~~2022, compared with ~~42.8%~~45.6% and ~~35.6%~~45.1%, respectively, at March 31, ~~2021.~~2022.

Debt Financing Activities

Below is a summary of the Company’s outstanding debt facilities ~~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:~~at June 30, 2022:


	Maturity
Revolving Credit Facility		~~July 2026~~May 2027
Term Loan		May 2027
2.500% Senior Unsecured Notes		July 2031

See Footnote (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 of our ~~New~~ Revolving Credit Facility is $750.0 million until ~~July 1, 2026.~~May 5, 2027. The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At June 30, ~~2021~~2022 we had ~~$4.3~~$181.0 million outstanding under the Revolving Credit Facility and $6.4 million of outstanding letters of credit, leaving us with $562.6 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We are contingently liable for performance under ~~$25.6~~$26.8 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt, or any outstanding debt guarantees.

We did not have any borrowing outstanding under the Revolving Credit Facility at June 30, 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 $645.7 million of available borrowings under the New Revolving Credit Facility, net of outstanding letters of credit, all of which was available for future borrowings.

Other than the ~~New~~ Revolving Credit Facility, we have no 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.

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 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.

As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, Term Loan, 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 have approximately ~~$38.9~~$34.9 million of lease liabilities at June 30, ~~2021~~2022, that have an average remaining life of approximately ~~10.5~~10.2 years.

Dividends

Dividends paid were ~~$4.2~~$9.6 million for the three months ended June 30, ~~2020.~~2022. There were no dividends paid during the three months ended June 30, 2021. On May 19, 2021, we announced the reinstatement of our quarterly dividend that was suspended in fiscal 2021. Each quarterly dividend payment is subject to review and ~~declared~~approval by our Board of Directors, who will continue to evaluate our dividend payment amount on a ~~$0.25 per share dividend to shareholders, which was paid in July 2021.~~quarterly basis.

Share Repurchases

During the three months ended June 30, ~~2021,~~2022, our share ~~repurchase~~repurchases were as follows:


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, 2022		296,000	$	125.41		296,000
May 1 through May 31, 2022		294,000		124.72		294,000
June 1 through June 30, 2022		294,000		121.86		294,000
Quarter 1 Totals		884,000	$	124.00		884,000
Year-to-Date Totals		884,000	$	124.00		884,000		9,938,992

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

On ~~April 18, 2019,~~May 17, 2022, the Board of Directors authorized us to repurchase an additional ~~10.0~~7.5 million shares. This authorization brought the cumulative total of Common Stock our Board has approved for repurchase in the open market to ~~48.4~~55.9 million shares since we became publicly held in April 1994. Through June 30, ~~2021,~~2022, we have repurchased approximately ~~41.5~~46.0 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 three months ended June 30, ~~2021,~~2022, the Company withheld from employees ~~8,005~~10,745 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~~Share Units are vested.

Capital Expenditures

The following table details capital expenditures by category:


	For the Three Months Ended June 30,				For the Three Months Ended June 30,
	2021		2020		2022		2021
	(dollars in thousands)				(dollars in thousands)
Land and Quarries	$	586	$	4,795	$	1,352	$	586
Plants		9,624		17,216		8,814		9,624
Buildings, Machinery, and Equipment		1,725		3,980		4,748		1,725
Total Capital Expenditures	$	11,935	$	25,991	$	14,914	$	11,935

Capital expenditures for fiscal ~~2021~~2023 are expected to range from ~~$90.0~~$110.0 million to ~~$100.0~~$120.0 million and will be allocated across both Heavy Materials and Light Materials sectors. These estimated capital expenditures will include maintenance capital expenditures and improvements, as well as other safety and regulatory projects.

FORWARD LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s businesses; public infrastructure expenditures; adverse weather conditions; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; availability of raw materials; changes in the costs of energy, including, without limitation, 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) and their effects 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) and the cost of our raw materials 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.~~2022. 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks related to fluctuations in interest rates on our Revolving Credit ~~Facility and Term Loan.~~Facility. 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~~had a $750.0 million Revolving Credit Facility ~~and an outstanding Term Loan~~ at June 30, ~~2021,~~2022, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the ~~$665.0~~$181.0 million of borrowings under the Revolving Credit Facility and the $200.0 million of borrowings under the Term Loan at June 30, ~~2021~~2022, would increase interest expense by approximately $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$3.8 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.

Item 4. Controls and Procedures

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we have been and may in the future become involved in litigation or other legal proceedings in the ordinary course of our business activities or in connection with transactions or activities undertaken by us, including claims related to worker safety, worker health, environmental matters, commercial contracts, land use rights, taxes, and permits. While the outcome of these 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 to which we may be subject, see Footnote (P) in the Unaudited Consolidated Financial Statements.

Item 1A. Risk Factors

For 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, ~~2021,~~2022, filed with the Securities and Exchange Commission on May ~~21, 2021.~~20, 2022.

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

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.

Item 4. Mine Safety Disclosures

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.

Item 6. Exhibits


~~1.1~~10.1		~~Underwriting~~Amendment No.1, dated as of May 5, 2022 to that certain Credit Agreement, dated as of ~~June 17,~~July 1, 2021, byamong the Company, the lenders identified therein and ~~among Eagle Materials Inc.~~JP Morgan Chase Bank, N.A., ~~J.P. Morgan Securities LLC, BofA Securities, Inc.~~as the administrative agent, issuing bank 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. Salaried Incentive Compensation Program for Fiscal Year 2022 (filed~~swingline lender thereunder (field 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~~6, 2022 and incorporated herein by reference).⁽¹⁾
10.2		Eagle Materials Inc. ~~Special Situation~~Salaried Incentive Compensation Program for ~~Fiscal Year~~fiscal 2023 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 23, 2022 and incorporated herein by reference).(1)
10.3		American Gypsum Company Salaried Incentive Compensation Program for fiscal 2023 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on May ~~21, 2021~~23, 2022 and incorporated herein by reference).⁽¹⁾(1)
10.3*10.4		Eagle Materials Inc. Special Situation Program for fiscal 2023 (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Commission on May 23, 2022 and incorporated herein by reference).(1)
10.5*		Form of Management Restricted Stock Agreement (Performance).⁽¹⁾(1)
10.410.6		Form of Management Restricted Stock Agreement (Time Vest). (1)
10.510.7		~~Eagle Materials Inc. American Gypsum Company LLC Salaried Incentive Compensation Program for Fiscal Year 2022.~~ ⁽¹⁾Form of Management Non-Qualified Stock Option Agreement (Performance).(1)
31.110.8		Form of Management Non-Qualified Stock Option Agreement (Time Vest).(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.
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~~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).

*	~~Filed herewith.~~

* Filed herewith.

(1) Management contract, compensatory plan, or arrangement.

SIGNATURES

⁽¹⁾

~~Management contract or compensatory plan or arrangement.~~

~~SIGNATURES~~

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


		EAGLE MATERIALS INC.
		Registrant

July 28, ~~2021~~2022		/s/ MICHAEL R. HAACK
		Michael R. Haack President and Chief Executive Officer (principal executive officer)

July 28, ~~2021~~2022		/s/ D. CRAIG KESLER
		D. Craig Kesler Executive Vice President – Finance and Administration and Chief Financial Officer (principal financial officer)

July 28, ~~2021~~2022

/s/ WILLIAM R. DEVLIN

William R. Devlin

Senior Vice President – Controller and

Chief Accounting Officer

(principal accounting officer)

3736


Class		Outstanding Shares
Common Stock, $.01 Par Value		~~41,882,068~~37,684,704


	June 30,			March 31,			June 30,			March 31,
	2021			2021			2022			2022
	(dollars in thousands)						(dollars in thousands)
ASSETS
Current Assets
Cash and Cash Equivalents	$	306,542		$	263,520		$	68,281		$	19,416
Restricted Cash		5,000			5,000
Accounts Receivable, net of allowances of $7.0 at June 30, 2021 and $8.1 at March 31, 2021		187,411			147,133
Accounts and Notes Receivable, net								234,704			176,276
Inventories		217,052			235,749			233,543			236,661
Income Tax Receivable		—			2,838			2,610			7,202
Prepaid and Other Assets		15,298			7,449			8,001			3,172	��
Total Current Assets		731,303			661,689			547,139			442,727
Property, Plant, and Equipment, net		1,641,063			1,659,100			1,638,164			1,616,539
Notes Receivable		8,485			8,419			8,466			8,485
Investment in Joint Venture		76,369			75,399			81,235			80,637
Operating Lease Right-of-Use Assets		24,776			25,811			22,960			23,856
Goodwill and Intangible Assets, net		391,211			392,315			455,824			387,898
Other Assets		17,623			15,948			17,071			19,510
	$	2,890,830		$	2,838,681
Total Assets							$	2,770,859		$	2,579,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	96,923		$	84,171		$	108,578		$	113,679
Accrued Liabilities		74,947			78,840			88,280			86,754
Income Taxes Payable		11,016			—
Income Tax Payable								24,999			—
Operating Lease Liabilities		6,127			6,343			6,778			7,118
Total Current Liabilities		189,013			169,354			228,635			207,551
Long-term Debt		1,009,035			1,008,616			1,119,582			938,265
Noncurrent Operating Lease Liabilities		32,763			34,444			28,074			29,212
Other Long-term Liabilities		40,902			41,291			35,871			38,699
Deferred Income Taxes		227,785			225,986			234,916			232,369
Total Liabilities		1,499,498			1,479,691			1,647,078			1,446,096
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
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 37,894,704 and 38,710,929 Shares, respectively								380			387
Capital in Excess of Par Value		10,035			62,497			0			0
Accumulated Other Comprehensive Losses		(3,413	)		(3,440	)		(3,152	)		(3,175	)
Retained Earnings		1,384,289			1,299,509			1,126,553			1,136,344
Total Stockholders’ Equity		1,391,332			1,358,990			1,123,781			1,133,556
	$	2,890,830		$	2,838,681		$	2,770,859		$	2,579,652



	Estimated Fair Value
Working Capital	$	12,130
Property, Plant, and Equipment		39,489
Intangible Assets		30,800
Goodwill		38,743
Total Estimated Purchase Price	$	121,162



	(dollars in thousands)
Revenue	$	11,030
Operating Loss	$	(107	)


	June 30,		March 31,
	2022		2022
	(dollars in thousands)
Raw Materials and Materials-in-Progress	$	77,652	$	81,308
Finished Cement		34,653		38,769
Aggregates		7,436		3,558
Gypsum Wallboard		3,665		3,452
Paperboard		5,051		7,462
Repair Parts and Supplies		92,123		91,593
Fuel and Coal		12,963		10,519
	$	233,543	$	236,661


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


		Page
Item 1.	Consolidated Financial Statements

	Consolidated Statements of Earnings for the Three Months Ended June 30, ~~2021~~2022 and 20202021	1

	Consolidated Statements of Comprehensive Earnings for the Three Months Ended June 30, ~~2021 and 20~~202220and 2021	2

	Consolidated Balance Sheets as of June 30, ~~2021,~~2022, and March 31, 20212	3

	Consolidated Statements of Cash Flows for the Three Months Ended June 30, ~~2021~~2022 and 20202021	4

	Consolidated Statements of Stockholders' Equity for the Three Months Ended June 30, ~~2021~~2022 and 202021	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2120

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3433

Item 4.	Controls and Procedures	3433

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3534

Item 1a.	Risk Factors	3534

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3534

Item 4.	Mine Safety Information	3534

Item 6.	Exhibits	3635

SIGNATURES		3736

	For the Three Months Ended June 30, 2020
	(dollars in thousands)
Revenue	$	1,031
Cost of Goods Sold		2,349
Gross Profit		(1,318	)
Other Non-Operating Income		182
Loss from Discontinued Operations		(1,136	)
Income Tax Benefit		251
Net Loss from Discontinued Operations	$	(885	)

	For the Three Months Ended June 30, 2020
	(dollars in thousands)
Depreciation and Amortization	$	121
Net Change in Inventory		—
Capital Expenditures		—


Fiscal Year	Amount
2023 (remaining nine months)	$	6,098
2024		6,363
2025		5,916
2026		4,279
2027		3,540
Thereafter		16,934
Total Lease Payments	$	43,130
Less: Imputed Interest		(8,278	)
Present Value of Lease Liabilities	$	34,852

Weighted-Average Remaining Lease Term (in years)		10.1
Weighted-Average Discount Rate		3.70	%

Fiscal Year	Amount
2022 (remaining nine months)	$	5,539
2023		6,948
2024		5,949
2025		5,589
2026		4,118
Thereafter		20,365
Total Lease Payments	$	48,508
Less: Imputed Interest		(9,618	)
Present Value of Lease Liabilities	$	38,890

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


	~~2022~~
Dividend Yield		0.8	%
Expected Volatility		~~38.4~~38.2	%
Risk-Free Interest Rate		~~1.1~~2.9	%
Expected Life	6.0 years


	Number of Shares			Weighted- Average Exercise Price
Outstanding Options at March 31, 2022		456,849		$	83.81
Granted		51,522		$	125.88
Exercised		(17,159	)	$	125.12
Cancelled		0		$	0
Outstanding Options at June 30, 2022		491,212		$	88.85
Options Exercisable at June 30, 2022		298,520
Weighted-Average Fair Value of Options Granted During the Year	$	125.88

	Number of Shares			Weighted- Average Exercise Price
Outstanding Options at March 31, 2021		708,501		$	83.85
Granted		7,871		$	139.25
Exercised		(95,859	)	$	85.77
Cancelled		(15,390	)	$	76.63
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	$	48.92

	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


	June 30,		March 31,		June 30,		March 31,
	2021		2021		2022		2022
	(dollars in thousands)				(dollars in thousands)
Payroll and Incentive Compensation	$	23,023	$	32,336	$	26,564	$	37,262
Benefits		15,268		14,979		14,922		14,894
Dividends						9,559		9,756
Interest		6,632		3,089		10,928		5,052
Property Taxes		8,145		6,683		8,383		6,514
Power and Fuel		2,089		2,350		5,297		2,877
Freight		2,280		1,575		2,138		1,172
Legal and Professional		7,274		9,511		1,369		989
Sales and Use Tax		1,816		1,265		2,051		1,509
Other		8,420		7,052		7,069		6,729
	$	74,947	$	78,840	$	88,280	$	86,754

	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested Restricted Stock at March 31, 2021		267,090		$	62.56
Granted		96,393		$	139.25
Vested		(20,685	)	$	60.21
Forfeited		(5,218	)	$	75.10
Nonvested Restricted Stock at June 30, 2021		337,580

	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	$	358,866