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):
October 24, 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 October 24, 2016, Eagle Materials Inc., a Delaware corporation (Eagle), announced its results of operations for the quarter ended September 30, 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 October 24, 2016 issued by Eagle Materials Inc. (announcing quarterly 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: October 24, 2016
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Earnings Press Release dated October 24, 2016 issued by Eagle Materials Inc. (announcing quarterly 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 REPORTS SECOND QUARTER EPS UP 112% ON RECORD REVENUES
DALLAS, TX (October 24, 2016) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the second quarter of fiscal 2017 ended September 30, 2016. Notable items for the quarter include (all comparisons, unless otherwise noted, are with the prior years second quarter):
Company Second Quarter Results
| Record revenues of $332.7 million, up 1% |
| Earnings before income taxes of $89.4 million, up 109% |
| Prior year results included certain charges of $37.8 million (pre-tax) |
| Net Earnings of $60.2 million, up 102% |
| Net Earnings per diluted share of $1.25, up 112% |
Other Highlights
| Eagle repurchased 263,800 shares of its common stock |
| Net debt-to-capitalization ratio of 27% |
Eagles construction products and building materials businesses performed well during the quarter, with the Cement business reporting record second quarter operating earnings of $50.7 million. Second quarter cash flow from operations improved 22% and was used to fund capital improvements, pay dividends, reduce debt and repurchase shares.
As previously announced, on September 11, 2016, Eagle entered into a definitive agreement with a subsidiary of CEMEX S.A.B. de C.V. (Cemex) to purchase Cemexs Fairborn, Ohio cement plant and related assets. The purchase price is $400 million, subject to customary post-closing adjustments. Eagle expects that the acquisition will increase its U.S. annual cement capacity by approximately 20% to nearly 6 million tons. The transaction is expected to close in the fourth quarter of calendar 2016, or shortly thereafter. Eagle intends to finance the acquisition through a combination of cash on hand and borrowings under its existing bank credit facility.
The prior years second quarter results include an impairment charge related to several intangible assets originally recorded in connection with our acquisition of CRS Proppants and a write-down of raw sand inventory values. The impairments and inventory revaluation charges totaled approximately $37.8 million (pre-tax) and were recorded in Cost of Goods Sold within our Oil and Gas Proppants segment.
Cement, Concrete and Aggregates
Cement revenues for the second quarter, including joint venture and intersegment revenues, totaled $166.8 million, which was 1% higher than the same quarter last year. The average net sales price for this quarter was $99.95 per ton, 3% higher than the same quarter last year. Wholly-owned average net sales prices improved 5% from the second quarter last year. The average net cement sales price at our Joint Venture declined year-over-year reflecting the shift from oil well cement to construction-grade cement over the past year; however, profitability improved 4% at the Joint Venture. Total Cement sales volumes for the quarter were 1.4 million tons, 3% lower than the same quarter a year ago. Cement sales volumes were negatively impacted during the quarter by above average rainfall in our Midwestern markets.
Operating earnings from Cement for the second quarter were a record $50.7 million and 4% greater than the same quarter a year ago. The earnings improvement was driven primarily by improved average net cement sales prices.
Concrete and Aggregates reported revenues for the second quarter of $38.8 million, an increase of 7%. Second quarter operating earnings were $4.8 million, a 25% improvement from the same quarter a year ago, reflecting improved aggregates sales volumes and improved concrete and aggregates sales prices.
Gypsum Wallboard and Paperboard
Gypsum Wallboard and Paperboard revenues for the second quarter totaled $151.9 million, which were 6% greater than the same quarter a year ago. The average Gypsum Wallboard net sales price this quarter was $154.41 per MSF, 2% less than the same quarter a year ago. Gypsum Wallboard sales volume for the quarter of 650 million square feet (MMSF) represents a 5% increase from the same quarter last year. Paperboard sales volumes for the quarter were a record 86,000 tons, 15% greater than the same quarter a year ago. The average Paperboard net sales price this quarter was $501.84 per ton, 1% less than the same quarter a year ago.
Gypsum Wallboard and Paperboard reported second quarter operating earnings of $51.9 million, up 8% from the same quarter last year. The earnings improvement primarily reflects improved Gypsum Wallboard and Paperboard sales volumes and lower operating costs primarily driven by lower energy and maintenance costs during the quarter.
Oil and Gas Proppants
Oil and Gas Proppants reported second quarter revenues of $6.6 million, a 64% decrease from the prior year primarily reflecting a 45% decline in frac sand sales volumes. The second quarters operating loss of $4.1 million includes depreciation, depletion and amortization of $4.3 million. Our frac sand business continues to be impacted by the significant slowdown in oil and gas drilling activity over the past two years.
2
Details of Financial Results
We conduct one of our cement plant operations, Texas Lehigh Cement Company LP, through a 50/50 joint venture (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 the Company 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 the amounts referred to above.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates, and Oil and Gas Proppants from 40 facilities across the US. Eagle is headquartered in Dallas, Texas.
Eagles senior management will conduct a conference call to discuss the financial results, forward-looking information and other matters at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on October 24, 2016. The conference call will be webcast simultaneously on the Eagle Web site http://www.eaglematerials.com. A replay of the webcast and the presentation will be archived on that site for one year. For more information, contact Eagle at (214) 432-2000.
3
###
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; material nonpayment or non-performance by any of our key customers; fluctuations in activity in the oil and gas industry, including the level of fracturing activities and the 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; changes in economic conditions specific to any one or more of the Companys markets; competition; a cyber-attack or data security breach; announced increases in capacity in the gypsum wallboard, cement and frac sand industries; changes in the demand for residential housing construction or commercial construction; risks related to pursuit of acquisitions, joint ventures and other transactions; 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, 2016 and the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. These reports are filed with the Securities and Exchange Commission. With respect to our proposed acquisition of certain assets from Cemex as described in this press release, factors, risks and uncertainties that may cause actual events and developments to vary materially from those anticipated in such forward-looking statements include, but are not limited to, the need to obtain antitrust clearance of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act and other factors that may create obstacles for or interfere with our ability to complete the acquisition within the expected timeframe or at all, failure to realize any expected synergies from or other benefits of the transaction, possible negative effects of announcement or consummation of the transaction, significant transaction or ownership transition costs, unknown liabilities or other adverse developments affecting the assets to be acquired and the target business, including the results of operations of the target business prior and after the closing, the effect on the target business of the same or similar factors discussed above to which our business is subject, including changes in market conditions in the construction industry and general economic and business conditions that may affect us following acquisition. 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.
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 Six Months)
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 September 30, |
Six Months Ended September 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues |
$ | 332,658 | $ | 328,988 | $ | 630,162 | $ | 613,951 | ||||||||
Cost of Goods Sold |
241,448 | 284,694 | 466,997 | 508,560 | ||||||||||||
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Gross Profit |
91,210 | 44,294 | 163,165 | 105,391 | ||||||||||||
Equity in Earnings of Unconsolidated JV |
12,147 | 11,680 | 20,127 | 19,510 | ||||||||||||
Other, net |
504 | 572 | 1,579 | 1,007 | ||||||||||||
Acquisition and Litigation Expense |
| | | | ||||||||||||
Corporate General and Administrative Expenses |
(8,832 | ) | (9,364 | ) | (18,665 | ) | (18,355 | ) | ||||||||
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Earnings before Interest and Income Taxes |
95,029 | 47,182 | 166,206 | 107,553 | ||||||||||||
Interest Expense, net |
(5,656 | ) | (4,342 | ) | (9,557 | ) | (8,828 | ) | ||||||||
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Earnings before Income Taxes |
89,373 | 42,840 | 156,649 | 98,725 | ||||||||||||
Income Tax Expense |
(29,136 | ) | (13,021 | ) | (51,068 | ) | (31,144 | ) | ||||||||
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Net Earnings |
$ | 60,237 | $ | 29,819 | $ | 105,581 | $ | 67,581 | ||||||||
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EARNINGS PER SHARE |
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Basic |
$ | 1.26 | $ | 0.60 | $ | 2.20 | $ | 1.36 | ||||||||
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Diluted |
$ | 1.25 | $ | 0.59 | $ | 2.18 | $ | 1.34 | ||||||||
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AVERAGE SHARES OUTSTANDING |
||||||||||||||||
Basic |
47,809,476 | 49,828,189 | 47,911,276 | 49,797,972 | ||||||||||||
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Diluted |
48,229,485 | 50,470,151 | 48,375,116 | 50,460,947 | ||||||||||||
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5
Eagle Materials Inc.
Attachment 2
Eagle Materials Inc.
Revenues and Earnings by Lines of Business
(dollars in thousands)
(unaudited)
Quarter Ended September 30, |
Six Months Ended September 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues* |
||||||||||||||||
Gypsum Wallboard and Paperboard: |
||||||||||||||||
Gypsum Wallboard |
$ | 122,923 | $ | 119,701 | $ | 236,185 | $ | 234,753 | ||||||||
Gypsum Paperboard |
29,007 | 23,549 | 57,316 | 44,316 | ||||||||||||
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151,930 | 143,250 | 293,501 | 279,069 | |||||||||||||
Cement (Wholly Owned) |
135,300 | 131,022 | 251,669 | 229,061 | ||||||||||||
Oil and Gas Proppants |
6,631 | 18,307 | 11,727 | 41,132 | ||||||||||||
Concrete and Aggregates |
38,797 | 36,409 | 73,265 | 64,689 | ||||||||||||
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Total |
$ | 332,658 | $ | 328,988 | $ | 630,162 | $ | 613,951 | ||||||||
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Segment Operating Earnings |
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Gypsum Wallboard and Paperboard: |
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Gypsum Wallboard |
$ | 41,698 | $ | 40,002 | $ | 81,034 | $ | 80,896 | ||||||||
Gypsum Paperboard |
10,220 | 8,138 | 21,447 | 14,168 | ||||||||||||
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51,918 | 48,140 | 102,481 | 95,064 | |||||||||||||
Cement: |
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Wholly Owned |
38,569 | 36,897 | 62,189 | 54,780 | ||||||||||||
Joint Venture |
12,147 | 11,680 | 20,127 | 19,510 | ||||||||||||
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50,716 | 48,577 | 82,316 | 74,290 | |||||||||||||
Oil and Gas Proppants |
(4,090 | ) | (44,600 | ) | (10,002 | ) | (50,236 | ) | ||||||||
Concrete and Aggregates |
4,813 | 3,857 | 8,497 | 5,783 | ||||||||||||
Other, net |
504 | 572 | 1,579 | 1,007 | ||||||||||||
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Sub-total |
103,861 | 56,546 | 184,871 | 125,908 | ||||||||||||
Acquisition and Litigation Expenses |
| | | | ||||||||||||
Corporate General and Administrative Expenses |
(8,832 | ) | (9,364 | ) | (18,665 | ) | (18,355 | ) | ||||||||
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Earnings Before Interest and Income Taxes |
$ | 95,029 | $ | 47,182 | $ | 166,206 | $ | 107,553 | ||||||||
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* | Net of Intersegment and Joint Venture Revenues listed on Attachment 3 |
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 September 30, |
Six Months Ended September 30, |
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2016 | 2015 | Change | 2016 | 2015 | Change | |||||||||||||||||||
Gypsum Wallboard (MMSFs) |
650 | 619 | +5 | % | 1,237 | 1,196 | +3 | % | ||||||||||||||||
Cement (M Tons): |
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Wholly Owned |
1,200 | 1,248 | -4 | % | 2,233 | 2,239 | 0 | % | ||||||||||||||||
Joint Venture |
242 | 236 | +3 | % | 460 | 448 | +3 | % | ||||||||||||||||
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1,442 | 1,484 | -3 | % | 2,693 | 2,687 | 0 | % | |||||||||||||||||
Paperboard (M Tons): |
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Internal |
30 | 30 | 0 | % | 58 | 58 | 0 | % | ||||||||||||||||
External |
56 | 45 | +24 | % | 111 | 86 | +29 | % | ||||||||||||||||
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86 | 75 | +15 | % | 169 | 144 | +17 | % | |||||||||||||||||
Concrete (M Cubic Yards) |
315 | 324 | -3 | % | 602 | 573 | +5 | % | ||||||||||||||||
Aggregates (M Tons) |
1,027 | 764 | +34 | % | 1,971 | 1,431 | +38 | % | ||||||||||||||||
Frac Sand (M Tons) |
111 | 203 | -45 | % | 185 | 434 | -57 | % |
Average Net Sales Price* | ||||||||||||||||||||||||
Quarter Ended September 30, |
Six Months Ended September 30, |
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2016 | 2015 | Change | 2016 | 2015 | Change | |||||||||||||||||||
Gypsum Wallboard (MSF) |
$ | 154.41 | $ | 157.88 | -2 | % | $ | 155.97 | $ | 160.57 | -3 | % | ||||||||||||
Cement (Ton) |
$ | 99.95 | $ | 97.21 | +3 | % | $ | 100.27 | $ | 97.74 | +3 | % | ||||||||||||
Paperboard (Ton) |
$ | 501.84 | $ | 505.12 | -1 | % | $ | 500.41 | $ | 504.49 | -1 | % | ||||||||||||
Concrete (Cubic Yard) |
$ | 95.00 | $ | 92.07 | +3 | % | $ | 93.92 | $ | 92.06 | +2 | % | ||||||||||||
Aggregates (Ton) |
$ | 8.64 | $ | 8.50 | +2 | % | $ | 8.48 | $ | 8.24 | +3 | % |
* | Net of freight and delivery costs billed to customers. |
Intersegment and Cement Revenues | ||||||||||||||||
Quarter Ended September 30, |
Six Months Ended September 30, |
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2016 | 2015 | 2016 | 2015 | |||||||||||||
Intersegment Revenues: |
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Cement |
$ | 4,536 | $ | 4,232 | $ | 8,071 | $ | 7,358 | ||||||||
Paperboard |
15,452 | 15,596 | 29,958 | 30,147 | ||||||||||||
Concrete and Aggregates |
343 | 262 | 626 | 514 | ||||||||||||
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$ | 20,331 | $ | 20,090 | $ | 38,655 | $ | 38,019 | |||||||||
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Cement Revenues: |
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Wholly Owned |
$ | 135,300 | $ | 131,022 | $ | 251,669 | $ | 229,061 | ||||||||
Joint Venture |
26,975 | 29,536 | 51,863 | 56,547 | ||||||||||||
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$ | 162,275 | $ | 160,558 | $ | 303,532 | $ | 285,608 | |||||||||
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7
Eagle Materials Inc.
Attachment 4
Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
September 30, | March 31, | |||||||||||
2016 | 2015 | 2016* | ||||||||||
ASSETS |
||||||||||||
Current Assets |
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Cash and Cash Equivalents |
$ | 54,506 | $ | 6,348 | $ | 5,391 | ||||||
Accounts and Notes Receivable, net |
155,241 | 154,959 | 120,221 | |||||||||
Inventories |
217,582 | 224,667 | 243,595 | |||||||||
Federal Income Tax Receivable |
1,046 | | 5,623 | |||||||||
Prepaid and Other Assets |
6,761 | 9,026 | 5,173 | |||||||||
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Total Current Assets |
435,136 | 395,000 | 380,003 | |||||||||
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Property, Plant and Equipment |
2,089,499 | 2,041,242 | 2,072,776 | |||||||||
Less: Accumulated Depreciation |
(855,148 | ) | (779,010 | ) | (817,465 | ) | ||||||
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Property, Plant and Equipment, net |
1,234,351 | 1,262,232 | 1,255,311 | |||||||||
Investments in Joint Venture |
47,852 | 49,883 | 49,465 | |||||||||
Notes Receivable |
1,158 | 2,760 | 2,672 | |||||||||
Goodwill and Intangibles |
162,506 | 177,069 | 165,827 | |||||||||
Other Assets |
27,132 | 33,306 | 30,357 | |||||||||
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$ | 1,908,135 | $ | 1,920,250 | $ | 1,883,635 | |||||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts Payable |
$ | 62,481 | $ | 70,584 | $ | 66,614 | ||||||
Accrued Liabilities |
53,793 | 50,066 | 45,975 | |||||||||
Federal Income Tax Payable |
| 5,108 | | |||||||||
Current Portion of Senior Notes |
8,000 | 57,045 | 8,000 | |||||||||
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Total Current Liabilities |
124,274 | 182,803 | 120,589 | |||||||||
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Long-term Liabilities |
59,922 | 70,425 | 61,122 | |||||||||
Bank Credit Facility |
| 327,000 | 382,000 | |||||||||
Private Placement Senior Unsecured Notes |
117,714 | 125,714 | 117,714 | |||||||||
4.500% Senior Unsecured Notes due 2026 |
343,468 | | | |||||||||
Deferred Income Taxes |
164,027 | 144,617 | 161,679 | |||||||||
Stockholders Equity |
||||||||||||
Preferred Stock, Par Value $0.01; None Issued |
| | | |||||||||
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 48,223,617; 50,286,652 and 48,526,843 Shares, respectively |
482 | 503 | 485 | |||||||||
Capital in Excess of Par Value |
130,638 | 273,372 | 168,969 | |||||||||
Accumulated Other Comprehensive Losses |
(10,785 | ) | (11,428 | ) | (11,409 | ) | ||||||
Retained Earnings |
978,395 | 807,244 | 882,486 | |||||||||
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Total Stockholders Equity |
1,098,730 | 1,069,691 | 1,040,531 | |||||||||
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$ | 1,908,135 | $ | 1,920,250 | $ | 1,883,635 | |||||||
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* | From audited financial statements. |
8
Eagle Materials Inc.
Attachment 5
Eagle Materials Inc.
Depreciation, Depletion and Amortization by Lines of Business
(dollars in thousands)
(unaudited)
The following presents depreciation, depletion and amortization by segment for the quarters ended September 30, 2016 and 2015:
Depreciation, Depletion and Amortization ($ in thousands) |
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Quarter Ended September 30, |
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2016 | 2015 | |||||||
Cement |
$ | 8,784 | $ | 8,629 | ||||
Gypsum Wallboard |
4,768 | 4,819 | ||||||
Paperboard |
2,106 | 2,063 | ||||||
Oil and Gas Proppants |
4,261 | 7,205 | ||||||
Concrete and Aggregates |
1,920 | 1,565 | ||||||
Other |
547 | 489 | ||||||
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|
|
|||||
$ | 22,386 | $ | 24,770 | |||||
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