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FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES | 6 Months Ended
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Sep. 30, 2016
Organization Consolidation And Presentation Of Financial Statements [Abstract] |
FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES | (Q) FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES On August 2, 2016, the Company completed a public offering of its Senior Unsecured Notes. The Senior Unsecured Notes are senior unsecured obligations of the Company and were offered under the Company’s existing shelf registration statement filed with the Securities and Exchange Commission. The Senior Unsecured Notes are guaranteed by all of the Company’s wholly-owned subsidiaries, and all guarantees are full and unconditional and are joint and several. The following unaudited condensed consolidating financial statements present separately the earnings and comprehensive earnings, financial position and cash flows of the parent issuer (Eagle Materials Inc.) and the guarantors (all wholly-owned subsidiaries of Eagle Materials Inc.) on a combined basis with eliminating entries (dollars in thousands).
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended September 30, 2016 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenues | $ | — |  |  | $ | 332,658 |  |  | $ | — |  |  | $ | 332,658 |
Cost of Goods Sold |  | — |  |  |  | 241,448 |  |  |  | — |  |  |  | 241,448 |
Gross Profit |  | — |  |  |  | 91,210 |  |  |  | — |  |  |  | 91,210 |
Equity in Earnings of Unconsolidated Joint Venture |  | 12,147 |  |  |  | 12,147 |  |  |  | (12,147 | ) |  |  | 12,147 |
Equity in Earnings of Subsidiaries |  | 61,469 |  |  |  | — |  |  |  | (61,469 | ) |  |  | — |
Corporate General and Administrative Expenses |  | (7,497 | ) |  |  | (1,335 | ) |  |  | — |  |  |  | (8,832 | )
Other Income (Loss) |  | (137 | ) |  |  | 641 |  |  |  | — |  |  |  | 504 |
Interest Expense, net |  | (12,354 | ) |  |  | 6,698 |  |  |  | — |  |  |  | (5,656 | )
Earnings before Income Taxes |  | 53,628 |  |  |  | 109,361 |  |  |  | (73,616 | ) |  |  | 89,373 |
Income Taxes |  | 6,609 |  |  |  | (35,745 | ) |  |  | — |  |  |  | (29,136 | )
Net Earnings | $ | 60,237 |  |  | $ | 73,616 |  |  | $ | (73,616 | ) |  | $ | 60,237 |
Net Earnings | $ | 60,237 |  |  | $ | 73,616 |  |  | $ | (73,616 | ) |  | $ | 60,237 |
Net Actuarial Change in Benefit Plans, net of tax |  | 312 |  |  |  | 312 |  |  |  | (312 | ) |  |  | 312 |
Comprehensive Earnings | $ | 60,549 |  |  | $ | 73,928 |  |  | $ | (73,928 | ) |  | $ | 60,549 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended September 30, 2015 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenues | $ | — |  |  | $ | 328,988 |  |  | $ | — |  |  | $ | 328,988 |
Cost of Goods Sold |  | — |  |  |  | 284,694 |  |  |  | — |  |  |  | 284,694 |
Gross Profit |  | — |  |  |  | 44,294 |  |  |  | — |  |  |  | 44,294 |
Equity in Earnings of Unconsolidated Joint Venture |  | 11,680 |  |  |  | 11,680 |  |  |  | (11,680 | ) |  |  | 11,680 |
Equity in Earnings of Subsidiaries |  | 30,255 |  |  |  | — |  |  |  | (30,255 | ) |  |  | — |
Corporate General and Administrative Expenses |  | (8,040 | ) |  |  | (1,324 | ) |  |  | — |  |  |  | (9,364 | )
Other Income (Loss) |  | (173 | ) |  |  | 745 |  |  |  | — |  |  |  | 572 |
Interest Expense, net |  | (9,268 | ) |  |  | 4,926 |  |  |  | — |  |  |  | (4,342 | )
Earnings before Income Taxes |  | 24,454 |  |  |  | 60,321 |  |  |  | (41,935 | ) |  |  | 42,840 |
Income Taxes |  | 5,365 |  |  |  | (18,386 | ) |  |  | — |  |  |  | (13,021 | )
Net Earnings | $ | 29,819 |  |  | $ | 41,935 |  |  | $ | (41,935 | ) |  | $ | 29,819 |
Net Earnings | $ | 29,819 |  |  | $ | 41,935 |  |  | $ | (41,935 | ) |  | $ | 29,819 |
Net Actuarial Change in Benefit Plans, net of tax |  | 320 |  |  |  | 312 |  |  |  | (312 | ) |  |  | 320 |
Comprehensive Earnings | $ | 30,139 |  |  | $ | 42,247 |  |  | $ | (42,247 | ) |  | $ | 30,139 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Six Months Ended September 30, 2016 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenues | $ | — |  |  | $ | 630,162 |  |  | $ | — |  |  | $ | 630,162 |
Cost of Goods Sold |  | — |  |  |  | 466,997 |  |  |  | — |  |  |  | 466,997 |
Gross Profit |  | — |  |  |  | 163,165 |  |  |  | — |  |  |  | 163,165 |
Equity in Earnings of Unconsolidated Joint Venture |  | 20,127 |  |  |  | 20,127 |  |  |  | (20,127 | ) |  |  | 20,127 |
Equity in Earnings of Subsidiaries |  | 111,172 |  |  |  | — |  |  |  | (111,172 | ) |  |  | — |
Corporate General and Administrative Expenses |  | (15,728 | ) |  |  | (2,937 | ) |  |  | — |  |  |  | (18,665 | )
Other Income (Loss) |  | (214 | ) |  |  | 1,793 |  |  |  | — |  |  |  | 1,579 |
Interest Expense, net |  | (22,365 | ) |  |  | 12,808 |  |  |  | — |  |  |  | (9,557 | )
Earnings before Income Taxes |  | 92,992 |  |  |  | 194,956 |  |  |  | (131,299 | ) |  |  | 156,649 |
Income Taxes |  | 12,589 |  |  |  | (63,657 | ) |  |  | — |  |  |  | (51,068 | )
Net Earnings | $ | 105,581 |  |  | $ | 131,299 |  |  | $ | (131,299 | ) |  | $ | 105,581 |
Net Earnings | $ | 105,581 |  |  | $ | 131,299 |  |  | $ | (131,299 | ) |  | $ | 105,581 |
Net Actuarial Change in Benefit Plans, net of tax |  | 624 |  |  |  | 624 |  |  |  | (624 | ) |  |  | 624 |
Comprehensive Earnings | $ | 106,205 |  |  | $ | 131,923 |  |  | $ | (131,923 | ) |  | $ | 106,205 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Six Months Ended September 30, 2015 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenues | $ | — |  |  | $ | 613,951 |  |  | $ | — |  |  | $ | 613,951 |
Cost of Goods Sold |  | — |  |  |  | 508,560 |  |  |  | — |  |  |  | 508,560 |
Gross Profit |  | — |  |  |  | 105,391 |  |  |  | — |  |  |  | 105,391 |
Equity in Earnings of Unconsolidated Joint Venture |  | 19,510 |  |  |  | 19,510 |  |  |  | (19,510 | ) |  |  | 19,510 |
Equity in Earnings of Subsidiaries |  | 71,701 |  |  |  | — |  |  |  | (71,701 | ) |  |  | — |
Corporate General and Administrative Expenses |  | (15,731 | ) |  |  | (2,624 | ) |  |  | — |  |  |  | (18,355 | )
Other Income (Loss) |  | (306 | ) |  |  | 1,313 |  |  |  | — |  |  |  | 1,007 |
Interest Expense, net |  | (18,484 | ) |  |  | 9,656 |  |  |  | — |  |  |  | (8,828 | )
Earnings before Income Taxes |  | 56,690 |  |  |  | 133,246 |  |  |  | (91,211 | ) |  |  | 98,725 |
Income Taxes |  | 10,891 |  |  |  | (42,035 | ) |  |  | — |  |  |  | (31,144 | )
Net Earnings | $ | 67,581 |  |  | $ | 91,211 |  |  | $ | (91,211 | ) |  | $ | 67,581 |
Net Earnings | $ | 67,581 |  |  | $ | 91,211 |  |  | $ | (91,211 | ) |  | $ | 67,581 |
Net Actuarial Change in Benefit Plans, net of tax |  | 640 |  |  |  | 640 |  |  |  | (640 | ) |  |  | 640 |
Comprehensive Earnings | $ | 68,221 |  |  | $ | 91,851 |  |  | $ | (91,851 | ) |  | $ | 68,221 |
Condensed Consolidating Balance Sheet At September 30, 2016 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 52,524 |  |  | $ | 1,982 |  |  | $ | — |  |  | $ | 54,506 |
Accounts and Notes Receivable |  | 562 |  |  |  | 154,679 |  |  |  | — |  |  |  | 155,241 |
Inventories |  | — |  |  |  | 217,582 |  |  |  | — |  |  |  | 217,582 |
Income Tax Receivable |  | 55,316 |  |  |  | — |  |  |  | (54,270 | ) |  |  | 1,046 |
Prepaid and Other Current Assets |  | 4,273 |  |  |  | 2,488 |  |  |  | — |  |  |  | 6,761 |
Total Current Assets |  | 112,675 |  |  |  | 376,731 |  |  |  | (54,270 | ) |  |  | 435,136 |
Property, Plant and Equipment - |  | 2,846 |  |  |  | 2,086,653 |  |  |  | — |  |  |  | 2,089,499 |
Less: Accumulated Depreciation |  | (870 | ) |  |  | (854,278 | ) |  |  | — |  |  |  | (855,148 | )
Property, Plant and Equipment, net |  | 1,976 |  |  |  | 1,232,375 |  |  |  | — |  |  |  | 1,234,351 |
Notes Receivable |  | — |  |  |  | 1,158 |  |  |  | — |  |  |  | 1,158 |
Deferred Income Taxes |  | 3,799 |  |  |  | — |  |  |  | (3,799 | ) |  |  | — |
Investment in Joint Venture |  | 42 |  |  |  | 47,810 |  |  |  | — |  |  |  | 47,852 |
Investments in Subsidiaries and Receivables from Affiliates |  | 4,297,977 |  |  |  | 2,830,083 |  |  |  | (7,128,060 | ) |  |  | — |
Goodwill and Intangible Assets, net |  | — |  |  |  | 162,506 |  |  |  | — |  |  |  | 162,506 |
Other Assets |  | 5,979 |  |  |  | 21,153 |  |  |  | — |  |  |  | 27,132 |
| $ | 4,422,448 |  |  | $ | 4,671,816 |  |  | $ | (7,186,129 | ) |  | $ | 1,908,135 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable | $ | 6,183 |  |  | $ | 56,298 |  |  | $ | — |  |  | $ | 62,481 |
Accrued Liabilities |  | 18,047 |  |  |  | 35,746 |  |  |  | — |  |  |  | 53,793 |
Income Tax Payable |  | — |  |  |  | 54,270 |  |  |  | (54,270 | ) |  |  | — |
Current Portion of Long-term Debt |  | 8,000 |  |  |  | — |  |  |  | — |  |  |  | 8,000 |
Total Current Liabilities |  | 32,230 |  |  |  | 146,314 |  |  |  | (54,270 | ) |  |  | 124,274 |
Long-term Debt |  | 461,182 |  |  |  | — |  |  |  | — |  |  |  | 461,182 |
Other Long-term Liabilities |  | 223 |  |  |  | 59,699 |  |  |  | — |  |  |  | 59,922 |
Payables to Affiliates |  | 2,830,083 |  |  |  | 2,122,882 |  |  |  | (4,952,965 | ) |  |  | — |
Deferred Income Taxes |  | — |  |  |  | 167,826 |  |  |  | (3,799 | ) |  |  | 164,027 |
Total Liabilities |  | 3,323,718 |  |  |  | 2,496,721 |  |  |  | (5,011,034 | ) |  |  | 809,405 |
Total Stockholders’ Equity |  | 1,098,730 |  |  |  | 2,175,095 |  |  |  | (2,175,095 | ) |  |  | 1,098,730 |
| $ | 4,422,448 |  |  | $ | 4,671,816 |  |  | $ | (7,186,129 | ) |  | $ | 1,908,135 |
Condensed Consolidating Balance Sheet At March 31, 2016 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 3,507 |  |  | $ | 1,884 |  |  | $ | — |  |  | $ | 5,391 |
Accounts and Notes Receivable |  | 324 |  |  |  | 119,897 |  |  |  | — |  |  |  | 120,221 |
Inventories |  | — |  |  |  | 243,595 |  |  |  | — |  |  |  | 243,595 |
Income Tax Receivable |  | — |  |  |  | 6,731 |  |  |  | (1,108 | ) |  |  | 5,623 |
Prepaid and Other Current Assets |  | 1,365 |  |  |  | 3,808 |  |  |  | — |  |  |  | 5,173 |
Total Current Assets |  | 5,196 |  |  |  | 375,915 |  |  |  | (1,108 | ) |  |  | 380,003 |
Property, Plant and Equipment - |  | 2,612 |  |  |  | 2,070,164 |  |  |  | — |  |  |  | 2,072,776 |
Less: Accumulated Depreciation |  | (814 | ) |  |  | (816,651 | ) |  |  | — |  |  |  | (817,465 | )
Property, Plant and Equipment, net |  | 1,798 |  |  |  | 1,253,513 |  |  |  | — |  |  |  | 1,255,311 |
Notes Receivable |  | — |  |  |  | 2,672 |  |  |  | — |  |  |  | 2,672 |
Deferred Income Taxes |  | 3,375 |  |  |  | — |  |  |  | (3,375 | ) |  |  | — |
Investment in Joint Venture |  | 33 |  |  |  | 49,432 |  |  |  | — |  |  |  | 49,465 |
Investments in Subsidiaries and Receivables from Affiliates |  | 4,085,806 |  |  |  | 2,529,480 |  |  |  | (6,615,286 | ) |  |  | — |
Goodwill and Intangible Assets, net |  | — |  |  |  | 165,827 |  |  |  | — |  |  |  | 165,827 |
Other Assets |  | 5,557 |  |  |  | 24,800 |  |  |  | — |  |  |  | 30,357 |
| $ | 4,101,765 |  |  | $ | 4,401,639 |  |  | $ | (6,619,769 | ) |  | $ | 1,883,635 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable | $ | 6,968 |  |  | $ | 59,646 |  |  | $ | — |  |  | $ | 66,614 |
Accrued Liabilities |  | 15,708 |  |  |  | 30,267 |  |  |  | — |  |  |  | 45,975 |
Income Tax Payable |  | 1,108 |  |  |  | — |  |  |  | (1,108 | ) |  |  | — |
Current Portion of Long-term Debt |  | 8,000 |  |  |  | — |  |  |  | — |  |  |  | 8,000 |
Total Current Liabilities |  | 31,784 |  |  |  | 89,913 |  |  |  | (1,108 | ) |  |  | 120,589 |
Long-term Debt |  | 499,714 |  |  |  | — |  |  |  | — |  |  |  | 499,714 |
Other Long-term Liabilities |  | 256 |  |  |  | 60,866 |  |  |  | — |  |  |  | 61,122 |
Payables to Affiliates |  | 2,529,480 |  |  |  | 2,042,633 |  |  |  | (4,572,113 | ) |  |  | — |
Deferred Income Taxes |  | — |  |  |  | 165,054 |  |  |  | (3,375 | ) |  |  | 161,679 |
Total Liabilities |  | 3,061,234 |  |  |  | 2,358,466 |  |  |  | (4,576,596 | ) |  |  | 843,104 |
Total Stockholders’ Equity |  | 1,040,531 |  |  |  | 2,043,173 |  |  |  | (2,043,173 | ) |  |  | 1,040,531 |
| $ | 4,101,765 |  |  | $ | 4,401,639 |  |  | $ | (6,619,769 | ) |  | $ | 1,883,635 |
Condensed Consolidating Statement of Cash Flows Six Months ended September 30, 2016 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities | $ | (78,298 | ) |  | $ | 238,450 |  |  | $ | — |  |  | $ | 160,152 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additions to Property, Plant and Equipment |  | (233 | ) |  |  | (17,998 | ) |  |  | — |  |  |  | (18,231 | )
Net Cash Used in Investing Activities |  | (233 | ) |  |  | (17,998 | ) |  |  | — |  |  |  | (18,231 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Decrease in Long-term Debt |  | (32,000 | ) |  |  | — |  |  |  | — |  |  |  | (32,000 | )
Payment of Debt Issuance Costs |  | (6,637 | ) |  |  |  |  |  |  |  |  |  |  | (6,637 | )
Dividends Paid to Stockholders |  | (9,677 | ) |  |  | — |  |  |  | — |  |  |  | (9,677 | )
Purchase and Retirement of Common Stock |  | (60,013 | ) |  |  | — |  |  |  | — |  |  |  | (60,013 | )
Proceeds from Stock Option Exercises |  | 12,992 |  |  |  | — |  |  |  | — |  |  |  | 12,992 |
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  | (2,965 | ) |  |  | — |  |  |  | — |  |  |  | (2,965 | )
Excess Tax Benefits from Share Based Payment Arrangements |  | 5,494 |  |  |  | — |  |  |  | — |  |  |  | 5,494 |
Intra-entity Activity, net |  | 220,354 |  |  |  | (220,354 | ) |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  | 127,548 |  |  |  | (220,354 | ) |  |  | — |  |  |  | (92,806 | )
NET INCREASE IN CASH AND CASH EQUIVALENTS |  | 49,017 |  |  |  | 98 |  |  |  | — |  |  |  | 49,115 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |  | 3,507 |  |  |  | 1,884 |  |  |  | — |  |  |  | 5,391 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 52,524 |  |  | $ | 1,982 |  |  | $ | — |  |  | $ | 54,506 |
Condensed Consolidating Statement of Cash Flows Six Months ended September 30, 2015 | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities | $ | (73,242) |  |  | $ | 180,831 |  |  | $ | — |  |  | $ | 107,589 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additions to Property, Plant and Equipment |  | — |  |  |  | (55,869 | ) |  |  | — |  |  |  | (55,869 | )
Acquisition Spending |  |  |  |  |  | (32,427 | ) |  |  |  |  |  |  | (32,427 | )
Net Cash Used in Investing Activities |  | — |  |  |  | (88,296 | ) |  |  | — |  |  |  | (88,296 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of Credit Facility |  | (3,000 | ) |  |  | — |  |  |  | — |  |  |  | (3,000 | )
Dividends Paid to Stockholders |  | (10,061 | ) |  |  | — |  |  |  | — |  |  |  | (10,061 | )
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  | (1,728 | ) |  |  | — |  |  |  | — |  |  |  | (1,728 | )
Purchase and Retirement of Common Stock |  | (10,744 | ) |  |  | — |  |  |  | — |  |  |  | (10,744 | )
Proceed from Stock Option Exercises |  | 2,580 |  |  |  | — |  |  |  | — |  |  |  | 2,580 |
Excess Tax Benefits from Share Based Payment Arrangements |  | 2,494 |  |  |  | — |  |  |  | — |  |  |  | 2,494 |
Intra-entity Activity, net |  | 93,382 |  |  |  | (93,382 | ) |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  | 72,923 |  |  |  | (93,382 | ) |  |  | — |  |  |  | (20,459 | )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  | (319 | ) |  |  | (847 | ) |  |  | — |  |  |  | (1,166 | )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |  | 3,644 |  |  |  | 3,870 |  |  |  | — |  |  |  | 7,514 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 3,325 |  |  | $ | 3,023 |  |  | $ | — |  |  | $ | 6,348 |

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