UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2016
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-12984 | 75-2520779 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas | 75219 | |||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
On May 18, 2016, Eagle Materials Inc., a Delaware corporation (Eagle), announced its results of operations for the quarter and fiscal year ended March 31, 2016. A copy of Eagles earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number |
Description | |
99.1 | Earnings Press Release dated May 18, 2016 issued by Eagle Materials Inc. (announcing quarterly and fiscal-year-end operating results) |
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 hereunto duly authorized.
EAGLE MATERIALS INC. | ||
By: | /s/ D. Craig Kesler | |
D. Craig Kesler | ||
Executive Vice President Finance and | ||
Administration and Chief Financial Officer |
Date: May 18, 2016
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 |
Earnings Press Release dated May 18, 2016 issued by Eagle Materials Inc. (announcing quarterly and fiscal-year-end operating results) |
Exhibit 99.1
Contact at 214/432-2000
David B. Powers President & CEO D. Craig Kesler Executive Vice President & CFO Robert S. Stewart Executive Vice President
|
News For Immediate Release
EAGLE MATERIALS INC. REPORTS
RECORD FISCAL YEAR
DALLAS, TX (May 18, 2016) Eagle Materials Inc. (NYSE: EXP) today reported financial results for fiscal year 2016 and the fiscal fourth quarter ended March 31, 2016. Notable items for the fiscal year and quarter include (all comparisons, unless otherwise noted, are with the prior fiscal year or prior years fiscal fourth quarter):
Company Annual Results
| Record revenues of $1.1 billion, up 7% |
| Cash flow from operations of $265.8 million, up 14% |
| Net earnings per diluted share of $3.05, down 18% |
Company Fourth Quarter Results
| Record revenues of $252.1 million, up 13% |
| Cash flow from operations of $49.5 million, down 6% |
| Net earnings per diluted share of $0.80, down 14% |
Note: The prior year included a net benefit of $0.33 per diluted share related to the settlement of our lawsuit against the IRS and acquisition and litigation costs
Other Highlights
| Eagle repurchased 1 million shares of its common stock since December 31, 2015 |
| Net debt-to-capitalization ratio of 33% |
Eagles construction products and building materials businesses performed well during the quarter, with the Cement business reporting record fourth quarter operating earnings of $21.8 million. Additionally, in Texas, increased demand for construction grade cement continues to offset much of the impact from lower oil well cement demand.
Our fourth quarter Gypsum wallboard sales volumes benefited from pre-buying activity in advance of a March 31 price increase, which was not the case in the prior years fourth quarter.
Fiscal 2016 cash flow from operations improved 14% and was used to fund capital improvements, pay dividends, reduce debt and repurchase shares. Eagle ended the quarter with a net debt-to-capitalization ratio of 33%.
Cement, Concrete and Aggregates
Fiscal 2016 operating earnings from Cement were a record $137.9 million, an increase of 17% compared to fiscal 2015. Revenues from Cement, including joint venture and intersegment sales, were $528.5 million for fiscal 2016, 8% higher than last year.
Fourth quarter operating earnings from Cement were a record $21.8 million, a 4% increase from the same quarter a year ago. Cement revenues for the quarter, including joint venture and intersegment revenues, totaled $100.1 million, 10% greater than the same quarter last year. Cement sales volumes for the quarter were 879,000 tons, 6% higher than the same quarter a year ago. The average net sales price for this quarter was $100.41 per ton, a slight improvement from the same quarter last year.
Concrete and Aggregates reported fiscal 2016 operating earnings of $9.8 million, up 46% compared to the prior year. Revenues from Concrete and Aggregates were $127.2 million for fiscal 2016, 19% higher than last year.
Gypsum Wallboard and Paperboard
Fiscal 2016 operating earnings from Gypsum Wallboard and Paperboard were $191.5 million, an increase of 8% compared to fiscal 2015. Revenues from Gypsum Wallboard and Paperboard were $551.6 million for fiscal 2016, 5% higher than last years revenues.
Gypsum Wallboard and Paperboard reported fourth quarter operating earnings of $51.2 million, up 34% from the same quarter last year. The increase in operating earnings was primarily due to higher wallboard and paperboard sales volumes.
Gypsum Wallboard and Paperboard revenues for the fourth quarter totaled $140.9 million, a 26% increase from the same quarter a year ago. The average Gypsum Wallboard net sales price for this quarter was $152.80 per MSF, 10% less than the same quarter a year ago. Gypsum Wallboard sales volumes of 630 million square feet (MMSF) were up approximately 36% from the prior years fourth quarter. The average Paperboard net sales price this quarter was $502.21 per ton, 3% less than the same quarter a year ago. Paperboard sales volumes for the quarter were 73,000 tons, 28% greater than the same quarter a year ago.
Oil and Gas Proppants
Eagles Oil and Gas Proppants business reported fiscal 2016 revenues of $57.6 million, a decline of 29% from the prior year, which reflects the significant slowdown in oil and gas drilling activity during our fiscal year. The fiscal 2016 operating loss was $68.5 million, which includes $37.8 million of Non-Routine Items recorded in the second quarter of fiscal 2016 and depreciation, depletion and amortization expense of $27.2 million. Sequentially, the fourth quarters operating loss of $9.1 million compares to an operating loss of $9.2 million in the third quarter. Our frac sand sales volume declined 4% sequentially.
2
Details of Financial Results
During the prior years fourth quarter, Eagles settlement with the IRS regarding the Republic acquisition was finalized. Under the terms of the settlement agreement, we dismissed our lawsuit seeking to recover taxes, penalties and interest paid, in exchange for the IRS conceding 40% of the penalties, plus related interest, to date. The tax impact from the settlement with the IRS, including state benefits, was approximately $16.6 million, or $0.33 per diluted share, and was recorded as a reduction of income tax expense during the fourth quarter. The related interest award of approximately $4.4 million (pre-tax), or $0.06 per diluted share (after-tax), was recorded as a reduction of interest expense.
The prior years fourth quarter financial results were also negatively impacted by business development expenses aimed at growing Eagles construction products business and administrative costs related to our settlement of our lawsuit against the IRS. The total impact from these non-routine items was $4.1 million (pre-tax), or $0.06 per diluted share (after-tax).
We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the Joint Venture). We utilize the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Ventures revenues and operating earnings, which is consistent with the way management organizes the segments within Eagle for making operating decisions and assessing performance.
In addition, for segment reporting purposes, we report intersegment revenues as a part of a segments total revenues. Intersegment sales are eliminated on the income statement. Refer to Attachment 3 for a reconciliation of these amounts.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Aggregates, Concrete, Gypsum Wallboard, Recycled Paperboard and Frac Sand from 40 facilities across the U.S. Eagle is headquartered in Dallas, Texas.
3
EXPs senior management will conduct a conference call to discuss the financial results, forward looking information and other matters at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) on Thursday, May 19, 2016. The conference call will be webcast simultaneously on the EXP Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be archived on that site for one year.
###
Forward-Looking Statements. This press release contains 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 Companys 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 Companys 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 Companys actual performance include the following: the cyclical and seasonal nature of the Companys business; 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 energy costs including, without limitation, natural gas, coal and oil; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; fluctuations in activity in the oil and gas industry, including the level of drilling and fracturing activity and demand for frac sand; 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 regulation); possible outcomes of pending or future litigation or arbitration proceedings or governmental audits, inquiries or investigations; changes in economic conditions specific to any one or more of the Companys markets; competition; announced increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction; 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 revenues 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 Companys result of operations. These and other factors are described in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2015. These reports are filed with the Securities and Exchange Commission. With respect to our acquisition of CRS Proppants and the Skyway facility, factors, risks and uncertainties that may cause actual events and developments to vary materially from those anticipated in forward-looking statements include, but are not limited to, failure to realize the expected synergies or other benefits of the transaction, significant transaction costs or unknown liabilities, changes in market conditions and general economic and business conditions that may affect us after the acquisitions. 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 Companys expectations.
For additional information, contact at 214/432-2000.
David B. Powers
President and Chief Executive Officer
D. Craig Kesler
Executive Vice President and Chief Financial Officer
Robert S. Stewart
Executive Vice President, Strategy, Corporate Development and Communications
Attachment 1 Statement of Consolidated Earnings
Attachment 2 Revenues and Earnings by Lines of Business (Quarter and Fiscal Year)
Attachment 3 Sales Volume, Net Sales Prices and Intersegment and Cement Revenues
Attachment 4 Consolidated Balance Sheets
Attachment 5 Depreciation, Depletion and Amortization by Lines of Business
4
Eagle Materials Inc.
Attachment 1
Eagle Materials Inc.
Statement of Consolidated Earnings
(dollars in thousands, except per share data)
(unaudited)
Quarter Ended March 31, |
Fiscal Year Ended March 31, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues |
$ | 252,132 | $ | 223,780 | $ | 1,143,492 | $ | 1,066,368 | ||||||||
Cost of Goods Sold |
194,771 | 180,258 | 911,875 | (1) | 812,235 | |||||||||||
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Gross Profit |
57,361 | 43,522 | 231,617 | 254,133 | ||||||||||||
Equity in Earnings of Unconsolidated JV |
9,090 | 10,693 | 39,083 | 44,967 | ||||||||||||
Corporate General and Administrative Expense |
(10,534 | ) | (6,924 | ) | (37,193 | ) | (30,751 | ) | ||||||||
Other Operating Income |
158 | 1,151 | 2,328 | 3,201 | ||||||||||||
Acquisition and Litigation Expense |
| (4,055 | ) | | (6,880 | ) | ||||||||||
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Earnings before Interest and Income Taxes |
56,075 | 44,387 | 235,835 | 264,670 | ||||||||||||
Interest (Expense) Income, Net |
(3,753 | ) | 311 | (16,583 | ) | (11,743 | ) | |||||||||
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Earnings before Income Taxes |
52,322 | 44,698 | 219,252 | 252,927 | ||||||||||||
Income Tax Benefit (Expense) |
(13,159 | ) | 2,096 | (66,660 | ) | (66,074 | ) | |||||||||
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Net Earnings |
$ | 39,163 | $ | 46,794 | $ | 152,592 | $ | 186,853 | ||||||||
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NET EARNINGS PER SHARE |
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Basic |
$ | 0.81 | $ | 0.94 | $ | 3.08 | $ | 3.77 | ||||||||
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Diluted |
$ | 0.80 | $ | 0.93 | $ | 3.05 | $ | 3.71 | ||||||||
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AVERAGE SHARES OUTSTANDING |
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Basic |
48,556,830 | 49,668,533 | 49,471,157 | 49,604,249 | ||||||||||||
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Diluted |
49,050,937 | 50,363,458 | 50,070,829 | 50,372,243 | ||||||||||||
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(1) | Includes $37.8 million (pre-tax) of Non-Routine Items recorded in the second quarter of fiscal 2016 |
5
Eagle Materials Inc.
Attachment 2
Eagle Materials Inc.
Revenues and Segment Operating Earnings by Lines of Business
(dollars in thousands)
(unaudited)
Quarter Ended March 31, |
Fiscal Year Ended March 31, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues* |
||||||||||||||||
Gypsum Wallboard and Paperboard: |
||||||||||||||||
Gypsum Wallboard |
$ | 117,797 | $ | 94,609 | $ | 461,457 | $ | 437,514 | ||||||||
Gypsum Paperboard |
23,122 | 17,281 | 90,191 | 87,630 | ||||||||||||
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140,919 | 111,890 | 551,648 | 525,144 | |||||||||||||
Cement (Wholly Owned) |
72,344 | 61,365 | 407,102 | 352,826 | ||||||||||||
Oil and Gas Proppants |
7,983 | 28,056 | 57,591 | 81,381 | ||||||||||||
Concrete and Aggregates |
30,886 | 22,469 | 127,151 | 107,017 | ||||||||||||
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Total Revenues |
$ | 252,132 | $ | 223,780 | $ | 1,143,492 | $ | 1,066,368 | ||||||||
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Segment Operating Earnings |
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Gypsum Wallboard and Paperboard: |
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Gypsum Wallboard |
$ | 41,167 | $ | 31,428 | $ | 159,352 | $ | 145,871 | ||||||||
Gypsum Paperboard |
10,062 | 6,879 | 32,153 | 31,512 | ||||||||||||
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51,229 | 38,307 | 191,505 | 177,383 | |||||||||||||
Cement: |
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Wholly Owned |
12,706 | 10,299 | 98,771 | 72,560 | ||||||||||||
Joint Venture |
9,090 | 10,693 | 39,083 | 44,967 | ||||||||||||
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21,796 | 20,992 | 137,854 | 117,527 | |||||||||||||
Oil and Gas Proppants |
(9,077 | ) | (5,861 | ) | (68,466 | )(1) | (2,546 | ) | ||||||||
Concrete and Aggregates |
2,503 | 777 | 9,807 | 6,736 | ||||||||||||
Other, net |
158 | 1,151 | 2,328 | 3,201 | ||||||||||||
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Sub-total |
66,609 | 55,366 | 273,028 | 302,301 | ||||||||||||
Corporate General and Administrative Expense |
(10,534 | ) | (6,924 | ) | (37,193 | ) | (30,751 | ) | ||||||||
Acquisition and Litigation Expense |
| (4,055 | ) | | (6,880 | ) | ||||||||||
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Earnings before Interest and Income Taxes |
$ | 56,075 | $ | 44,387 | $ | 235,835 | $ | 264,670 | ||||||||
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* | Net of Intersegment and Joint Venture Revenues listed on Attachment 3. |
(1) | Includes $37.8 million (pre-tax) of Non-Routine Items recorded in the second quarter of fiscal 2016 |
6
Eagle Materials Inc.
Attachment 3
Eagle Materials Inc.
Sales Volume, Net Sales Prices and Intersegment and Joint Venture Revenues
(unaudited)
Sales Volume | ||||||||||||||||||||||||
Quarter Ended March 31, |
Fiscal Year Ended March 31, |
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2016 | 2015 | Change | 2016 | 2015 | Change | |||||||||||||||||||
Gypsum Wallboard (MMSFs) |
630 | 464 | +36 | % | 2,394 | 2,210 | +8 | % | ||||||||||||||||
Cement (M Tons): |
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Wholly Owned |
665 | 609 | +9 | % | 3,903 | 3,744 | +4 | % | ||||||||||||||||
Joint Venture |
214 | 218 | -2 | % | 875 | 1,055 | -17 | % | ||||||||||||||||
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879 | 827 | +6 | % | 4,778 | 4,799 | 0 | % | |||||||||||||||||
Paperboard (M Tons): |
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Internal |
28 | 23 | +22 | % | 113 | 106 | +7 | % | ||||||||||||||||
External |
45 | 34 | +32 | % | 175 | 170 | +3 | % | ||||||||||||||||
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73 | 57 | +28 | % | 288 | 276 | +4 | % | |||||||||||||||||
Concrete (M Cubic Yards) |
262 | 191 | +37 | % | 1,101 | 958 | +15 | % | ||||||||||||||||
Aggregates (M Tons) |
786 | 654 | +20 | % | 3,009 | 3,026 | -1 | % |
Average Net Sales Price* | ||||||||||||||||||||||||
Quarter Ended March 31, |
Fiscal Year Ended March 31, |
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2016 | 2015 | Change | 2016 | 2015 | Change | |||||||||||||||||||
Gypsum Wallboard (MSF) |
$ | 152.80 | $ | 168.97 | -10 | % | $ | 157.91 | $ | 162.06 | -3 | % | ||||||||||||
Cement (Ton) |
$ | 100.41 | $ | 100.03 | 0 | % | $ | 98.07 | $ | 92.91 | +6 | % | ||||||||||||
Paperboard (Ton) |
$ | 502.21 | $ | 516.75 | -3 | % | $ | 505.35 | $ | 507.47 | 0 | % | ||||||||||||
Concrete (Cubic Yard) |
$ | 93.22 | $ | 92.56 | +1 | % | $ | 92.70 | $ | 87.93 | +5 | % | ||||||||||||
Aggregates (Ton) |
$ | 8.27 | $ | 7.34 | +13 | % | $ | 8.28 | $ | 7.50 | +10 | % |
* | Net of freight and delivery costs billed to customers. |
Intersegment and Cement Revenues | ||||||||||||||||
Quarter Ended March 31, |
Fiscal Year Ended March 31, |
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2016 | 2015 | 2016 | 2015 | |||||||||||||
Intersegment Revenues: |
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Cement |
$ | 2,867 | $ | 1,838 | $ | 13,939 | $ | 9,598 | ||||||||
Paperboard |
14,785 | 12,415 | 59,001 | 55,060 | ||||||||||||
Concrete and Aggregates |
205 | 184 | 922 | 875 | ||||||||||||
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$ | 17,857 | $ | 14,437 | $ | 73,862 | $ | 65,533 | |||||||||
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Cement Revenues: |
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Wholly Owned |
$ | 72,344 | $ | 61,365 | $ | 407,102 | $ | 352,826 | ||||||||
Joint Venture |
24,903 | 27,596 | 107,458 | 126,220 | ||||||||||||
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$ | 97,247 | $ | 88,961 | $ | 514,560 | $ | 479,046 | |||||||||
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7
Eagle Materials Inc.
Attachment 4
Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
March 31, | ||||||||
2016 | 2015 | |||||||
ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
$ | 5,391 | $ | 7,514 | ||||
Accounts and Notes Receivable, net |
120,221 | 113,577 | ||||||
Inventories |
243,595 | 235,464 | ||||||
Federal Income Tax Receivable |
5,623 | | ||||||
Prepaid and Other Assets |
5,173 | 7,815 | ||||||
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Total Current Assets |
380,003 | 364,370 | ||||||
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Property, Plant and Equipment |
2,072,776 | 1,962,215 | ||||||
Less: Accumulated Depreciation |
(817,465 | ) | (740,396 | ) | ||||
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Property, Plant and Equipment, net |
1,255,311 | 1,221,819 | ||||||
Investments in Joint Venture |
49,465 | 47,614 | ||||||
Notes Receivable |
2,672 | 2,847 | ||||||
Goodwill and Intangibles |
165,827 | 211,167 | ||||||
Other Assets |
30,357 | 32,509 | ||||||
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$ | 1,883,635 | $ | 1,880,326 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts Payable |
$ | 66,614 | $ | 77,749 | ||||
Accrued Liabilities |
45,975 | 49,782 | ||||||
Current Portion of Senior Notes |
8,000 | 57,045 | ||||||
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Total Current Liabilities |
120,589 | 184,576 | ||||||
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Long-term Liabilities |
61,122 | 69,055 | ||||||
Bank Credit Facility |
382,000 | 330,000 | ||||||
Senior Notes |
117,714 | 125,714 | ||||||
Deferred Income Taxes |
161,679 | 160,388 | ||||||
Stockholders Equity |
||||||||
Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued |
| | ||||||
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 48,526,843 and 50,245,364 Shares, respectively. |
485 | 502 | ||||||
Capital in Excess of Par Value |
168,969 | 272,441 | ||||||
Accumulated Other Comprehensive Losses |
(11,409 | ) | (12,067 | ) | ||||
Retained Earnings |
882,486 | 749,717 | ||||||
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Total Stockholders Equity |
1,040,531 | 1,010,593 | ||||||
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$ | 1,883,635 | $ | 1,880,326 | |||||
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8
Eagle Materials Inc.
Attachment 5
Eagle Materials Inc.
Depreciation, Depletion and Amortization by Lines of Business
(unaudited)
The following table presents depreciation, depletion and amortization by segment for the quarter and fiscal year ended March 31, 2016 and 2015:
Depreciation, Depletion and Amortization ($ in thousands) |
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Quarter Ended March 31, |
Fiscal Year Ended March 31, |
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2016 | 2015 | 2016 | 2015 | |||||||||||||
Cement |
$ | 8,515 | $ | 7,880 | $ | 33,400 | $ | 31,839 | ||||||||
Gypsum Wallboard |
4,938 | 4,996 | 19,988 | 20,092 | ||||||||||||
Paperboard |
2,103 | 2,055 | 8,312 | 8,251 | ||||||||||||
Oil and Gas Proppants |
5,253 | 4,913 | 27,227 | 8,839 | ||||||||||||
Concrete and Aggregates |
1,593 | 1,475 | 6,260 | 5,533 | ||||||||||||
Other |
458 | 428 | 1,918 | 1,745 | ||||||||||||
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$ | 22,860 | $ | 21,747 | $ | 97,105 | $ | 76,299 | |||||||||
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9