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FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES | 6 Months Ended
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Sep. 30, 2018
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 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, 2018 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 381,499 |  |  | $ | — |  |  | $ | 381,499 |
Cost of Goods Sold |  |  | — |  |  |  | 283,568 |  |  |  | — |  |  |  | 283,568 |
Gross Profit |  |  | — |  |  |  | 97,931 |  |  |  | — |  |  |  | 97,931 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 10,173 |  |  |  | 10,173 |  |  |  | (10,173 | ) |  |  | 10,173 |
Equity in Earnings of Subsidiaries |  |  | 75,030 |  |  |  | — |  |  |  | (75,030 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (9,090 | ) |  |  | (832 | ) |  |  | — |  |  |  | (9,922 | )
Legal Settlements |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Other Non-Operating Income |  |  | (126 | ) |  |  | 554 |  |  |  | — |  |  |  | 428 |
Interest Expense, net |  |  | (6,806 | ) |  |  | (11 | ) |  |  | — |  |  |  | (6,817 | )
Earnings before Income Taxes |  |  | 69,181 |  |  |  | 107,815 |  |  |  | (85,203 | ) |  |  | 91,793 |
Income Taxes |  |  | 3,421 |  |  |  | (22,611 | ) |  |  | — |  |  |  | (19,190 | )
Net Earnings |  | $ | 72,602 |  |  | $ | 85,204 |  |  | $ | (85,203 | ) |  | $ | 72,603 |
Net Earnings |  | $ | 72,602 |  |  | $ | 85,204 |  |  | $ | (85,203 | ) |  | $ | 72,603 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 56 |  |  |  | 56 |  |  |  | (56 | ) |  |  | 56 |
Comprehensive Earnings |  | $ | 72,658 |  |  | $ | 85,260 |  |  | $ | (85,259 | ) |  | $ | 72,659 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended September 30, 2017 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 376,315 |  |  | $ | — |  |  | $ | 376,315 |
Cost of Goods Sold |  |  | — |  |  |  | 279,561 |  |  |  | — |  |  |  | 279,561 |
Gross Profit |  |  | — |  |  |  | 96,754 |  |  |  | — |  |  |  | 96,754 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 11,955 |  |  |  | 11,955 |  |  |  | (11,955 | ) |  |  | 11,955 |
Equity in Earnings of Subsidiaries |  |  | 64,496 |  |  |  | — |  |  |  | (64,496 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (9,178 | ) |  |  | (643 | ) |  |  | — |  |  |  | (9,821 | )
Other Non-Operating Income |  |  | (179 | ) |  |  | 1,066 |  |  |  | — |  |  |  | 887 |
Interest Expense, net |  |  | (13,833 | ) |  |  | 6,377 |  |  |  | — |  |  |  | (7,456 | )
Earnings before Income Taxes |  |  | 53,261 |  |  |  | 115,509 |  |  |  | (76,451 | ) |  |  | 92,319 |
Income Taxes |  |  | 10,101 |  |  |  | (39,058 | ) |  |  | — |  |  |  | (28,957 | )
Net Earnings |  | $ | 63,362 |  |  | $ | 76,451 |  |  | $ | (76,451 | ) |  | $ | 63,362 |
Net Earnings |  | $ | 63,362 |  |  | $ | 76,451 |  |  | $ | (76,451 | ) |  |  | 63,362 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 197 |  |  |  | 197 |  |  |  | (197 | ) |  |  | 197 |
Comprehensive Earnings |  | $ | 63,559 |  |  | $ | 76,648 |  |  | $ | (76,648 | ) |  | $ | 63,559 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Six Months Ended September 30, 2018 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 775,255 |  |  | $ | — |  |  | $ | 775,255 |
Cost of Goods Sold |  |  | — |  |  |  | 585,690 |  |  |  | — |  |  |  | 585,690 |
Gross Profit |  |  | — |  |  |  | 189,565 |  |  |  | — |  |  |  | 189,565 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 19,424 |  |  |  | 19,424 |  |  |  | (19,424 | ) |  |  | 19,424 |
Equity in Earnings of Subsidiaries |  |  | 142,288 |  |  |  | — |  |  |  | (142,288 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (15,819 | ) |  |  | (2,106 | ) |  |  | — |  |  |  | (17,925 | )
Legal Settlements |  |  | — |  |  |  | (1,800 | ) |  |  | — |  |  |  | (1,800 | )
Other Non-Operating Income |  |  | (219 | ) |  |  | 1,218 |  |  |  | — |  |  |  | 999 |
Interest Expense, net |  |  | (13,424 | ) |  |  | (25 | ) |  |  | — |  |  |  | (13,449 | )
Earnings before Income Taxes |  |  | 132,250 |  |  |  | 206,276 |  |  |  | (161,712 | ) |  |  | 176,814 |
Income Taxes |  |  | 6,692 |  |  |  | (44,564 | ) |  |  | — |  |  |  | (37,872 | )
Net Earnings |  | $ | 138,942 |  |  | $ | 161,712 |  |  | $ | (161,712 | ) |  | $ | 138,942 |
Net Earnings |  | $ | 138,942 |  |  | $ | 161,712 |  |  | $ | (161,712 | ) |  | $ | 138,942 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 112 |  |  |  | 112 |  |  |  | (112 | ) |  |  | 112 |
Comprehensive Earnings |  | $ | 139,054 |  |  | $ | 161,824 |  |  | $ | (161,824 | ) |  | $ | 139,054 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Six Months Ended September 30, 2017 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 742,436 |  |  | $ | — |  |  | $ | 742,436 |
Cost of Goods Sold |  |  | — |  |  |  | 559,623 |  |  |  | — |  |  |  | 559,623 |
Gross Profit |  |  | — |  |  |  | 182,813 |  |  |  | — |  |  |  | 182,813 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 21,831 |  |  |  | 21,831 |  |  |  | (21,831 | ) |  |  | 21,831 |
Equity in Earnings of Subsidiaries |  |  | 122,792 |  |  |  | — |  |  |  | (122,792 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (17,826 | ) |  |  | (1,674 | ) |  |  | — |  |  |  | (19,500 | )
Other Non-Operating Income |  |  | (346 | ) |  |  | 1,990 |  |  |  | — |  |  |  | 1,644 |
Interest Expense, net |  |  | (26,795 | ) |  |  | 11,856 |  |  |  | — |  |  |  | (14,939 | )
Earnings before Income Taxes |  |  | 99,656 |  |  |  | 216,816 |  |  |  | (144,623 | ) |  |  | 171,849 |
Income Taxes |  |  | 18,588 |  |  |  | (72,193 | ) |  |  | — |  |  |  | (53,605 | )
Net Earnings |  | $ | 118,244 |  |  | $ | 144,623 |  |  | $ | (144,623 | ) |  | $ | 118,244 |
Net Earnings |  | $ | 118,244 |  |  | $ | 144,623 |  |  | $ | (144,623 | ) |  |  | 118,244 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 394 |  |  |  | 394 |  |  |  | (394 | ) |  |  | 394 |
Comprehensive Earnings |  | $ | 118,638 |  |  | $ | 145,017 |  |  | $ | (145,017 | ) |  | $ | 118,638 |
Condensed Consolidating Balance Sheet At September 30, 2018 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 7,584 |  |  | $ | 2,418 |  |  | $ | — |  |  | $ | 10,002 |
Restricted Cash |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Accounts and Notes Receivable |  |  | 394 |  |  |  | 174,156 |  |  |  | — |  |  |  | 174,550 |
Inventories |  |  | — |  |  |  | 238,869 |  |  |  | — |  |  |  | 238,869 |
Income Tax Receivable |  |  | 5,924 |  |  |  | — |  |  |  | — |  |  |  | 5,924 |
Prepaid and Other Current Assets |  |  | 379 |  |  |  | 7,372 |  |  |  | — |  |  |  | 7,751 |
Total Current Assets |  |  | 14,281 |  |  |  | 422,815 |  |  |  | — |  |  |  | 437,096 |
Property, Plant, and Equipment - |  |  | 4,521 |  |  |  | 2,631,728 |  |  |  | — |  |  |  | 2,636,249 |
Less: Accumulated Depreciation |  |  | (1,167 | ) |  |  | (1,010,344 | ) |  |  | — |  |  |  | (1,011,511 | )
Property, Plant and Equipment, net |  |  | 3,354 |  |  |  | 1,621,384 |  |  |  | — |  |  |  | 1,624,738 |
Notes Receivable |  |  | — |  |  |  | 3,144 |  |  |  | — |  |  |  | 3,144 |
Investment in Joint Venture |  |  | 70 |  |  |  | 60,412 |  |  |  | — |  |  |  | 60,482 |
Investments in Subsidiaries and Receivables from Affiliates |  |  | 2,385,185 |  |  |  | 312,633 |  |  |  | (2,697,818 | ) |  |  | — |
Goodwill and Intangible Assets, net |  |  | — |  |  |  | 237,738 |  |  |  | — |  |  |  | 237,738 |
Other Assets |  |  | 5,319 |  |  |  | 10,995 |  |  |  | — |  |  |  | 16,314 |
|  | $ | 2,408,209 |  |  | $ | 2,669,121 |  |  | $ | (2,697,818 | ) |  | $ | 2,379,512 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  | $ | 6,586 |  |  | $ | 85,893 |  |  | $ | — |  |  | $ | 92,479 |
Accrued Liabilities |  |  | 19,211 |  |  |  | 43,012 |  |  |  | — |  |  |  | 62,223 |
Total Current Liabilities |  |  | 25,797 |  |  |  | 128,905 |  |  |  | — |  |  |  | 154,702 |
Long-term Debt |  |  | 631,257 |  |  |  | — |  |  |  | — |  |  |  | 631,257 |
Other Long-term Liabilities |  |  | 47 |  |  |  | 31,052 |  |  |  | — |  |  |  | 31,099 |
Payables to Affiliates |  |  | 312,633 |  |  |  | 5,748,333 |  |  |  | (6,060,966 | ) |  |  | — |
Deferred Income Taxes |  |  | 5,872 |  |  |  | 123,979 |  |  |  | — |  |  |  | 129,851 |
Total Liabilities |  |  | 975,606 |  |  |  | 6,032,269 |  |  |  | (6,060,966 | ) |  |  | 946,909 |
Total Stockholders’ Equity |  |  | 1,432,603 |  |  |  | (3,363,148 | ) |  |  | 3,363,148 |  |  |  | 1,432,603 |
|  | $ | 2,408,209 |  |  | $ | 2,669,121 |  |  | $ | (2,697,818 | ) |  | $ | 2,379,512 |
Condensed Consolidating Balance Sheet At March 31, 2018 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 5,784 |  |  | $ | 3,531 |  |  | $ | — |  |  | $ | 9,315 |
Restricted Cash |  |  | 38,753 |  |  |  | — |  |  |  | — |  |  |  | 38,753 |
Accounts and Notes Receivable |  |  | 407 |  |  |  | 141,278 |  |  |  | — |  |  |  | 141,685 |
Inventories |  |  | — |  |  |  | 258,159 |  |  |  | — |  |  |  | 258,159 |
Income Tax Receivable |  |  | 109,510 |  |  |  | — |  |  |  | (103,760 | ) |  |  | 5,750 |
Prepaid and Other Current Assets |  |  | 665 |  |  |  | 4,408 |  |  |  | — |  |  |  | 5,073 |
Total Current Assets |  |  | 155,119 |  |  |  | 407,376 |  |  |  | (103,760 | ) |  |  | 458,735 |
Property, Plant, and Equipment - |  |  | 3,188 |  |  |  | 2,583,340 |  |  |  | — |  |  |  | 2,586,528 |
Less: Accumulated Depreciation |  |  | (1,089 | ) |  |  | (990,140 | ) |  |  | — |  |  |  | (991,229 | )
Property, Plant and Equipment, net |  |  | 2,099 |  |  |  | 1,593,200 |  |  |  | — |  |  |  | 1,595,299 |
Notes Receivable |  |  | — |  |  |  | 115 |  |  |  | — |  |  |  | 115 |
Investment in Joint Venture |  |  | 70 |  |  |  | 60,488 |  |  |  | — |  |  |  | 60,558 |
Investments in Subsidiaries and Receivables from Affiliates |  |  | 2,718,809 |  |  |  | 762,340 |  |  |  | (3,481,149 | ) |  |  | — |
Goodwill and Intangible Assets, net |  |  | — |  |  |  | 239,342 |  |  |  | — |  |  |  | 239,342 |
Other Assets |  |  | 5,417 |  |  |  | 8,537 |  |  |  | — |  |  |  | 13,954 |
|  | $ | 2,881,514 |  |  | $ | 3,071,398 |  |  | $ | (3,584,909 | ) |  | $ | 2,368,003 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  | $ | 5,591 |  |  | $ | 67,868 |  |  | $ | — |  |  | $ | 73,459 |
Accrued Liabilities |  |  | 67,387 |  |  |  | 38,483 |  |  |  | — |  |  |  | 105,870 |
Income Tax Payable |  |  | — |  |  |  | 103,760 |  |  |  | (103,760 | ) |  |  | — |
Total Current Liabilities |  |  | 72,978 |  |  |  | 210,111 |  |  |  | (103,760 | ) |  |  | 179,329 |
Long-term Debt |  |  | 620,922 |  |  |  | — |  |  |  | — |  |  |  | 620,922 |
Other Long-term Liabilities |  |  | 124 |  |  |  | 30,972 |  |  |  | — |  |  |  | 31,096 |
Payables to Affiliates |  |  | 762,340 |  |  |  | 5,608,236 |  |  |  | (6,370,576 | ) |  |  | — |
Deferred Income Taxes |  |  | 7,460 |  |  |  | 111,506 |  |  |  | — |  |  |  | 118,966 |
Total Liabilities |  |  | 1,463,824 |  |  |  | 5,960,825 |  |  |  | (6,474,336 | ) |  |  | 950,313 |
Total Stockholders’ Equity |  |  | 1,417,690 |  |  |  | (2,889,427 | ) |  |  | 2,889,427 |  |  |  | 1,417,690 |
|  | $ | 2,881,514 |  |  | $ | 3,071,398 |  |  | $ | (3,584,909 | ) |  | $ | 2,368,003 |
Condensed Consolidating Statement of Cash Flows For the Six Months Ended September 30, 2018 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities |  | $ | (69,161 | ) |  | $ | 244,037 |  |  | $ | — |  |  | $ | 174,876 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additions to Property, Plant, and Equipment |  |  | (1,133 | ) |  |  | (92,311 | ) |  |  | — |  |  |  | (93,444 | )
Proceeds from Sale of Property, Plant, and Equipment |  |  | — |  |  |  | 2,281 |  |  |  | — |  |  |  | 2,281 |
Net Cash Used in Investing Activities |  |  | (1,133 | ) |  |  | (90,030 | ) |  |  | — |  |  |  | (91,163 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Increase in Credit Facility |  |  | 10,000 |  |  |  | — |  |  |  | — |  |  |  | 10,000 |
Dividends Paid to Stockholders |  |  | (9,582 | ) |  |  | — |  |  |  | — |  |  |  | (9,582 | )
Purchase and Retirement of Common Stock |  |  | (122,404 | ) |  |  | — |  |  |  | — |  |  |  | (122,404 | )
Proceeds from Stock Option Exercises |  |  | 1,992 |  |  |  | — |  |  |  | — |  |  |  | 1,992 |
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  |  | (1,785 | ) |  |  | — |  |  |  | — |  |  |  | (1,785 | )
Intra-entity Activity, net |  |  | 155,120 |  |  |  | (155,120 | ) |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  |  | 33,341 |  |  |  | (155,120 | ) |  |  | — |  |  |  | (121,779 | )
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |  |  | (36,953 | ) |  |  | (1,113 | ) |  |  | — |  |  |  | (38,066 | )
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |  |  | 44,537 |  |  |  | 3,531 |  |  |  | — |  |  |  | 48,068 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |  | $ | 7,584 |  |  | $ | 2,418 |  |  | $ | — |  |  | $ | 10,002 |
Condensed Consolidating Statement of Cash Flows For the Six Months Ended September 30, 2017 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities |  | $ | 21,447 |  |  | $ | 131,301 |  |  | $ | — |  |  | $ | 152,748 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property, Plant, and Equipment Additions |  |  | — |  |  |  | (44,851 | ) |  |  | — |  |  |  | (44,851 | )
Acquisition Spending |  |  | — |  |  |  | (36,761 | ) |  |  | — |  |  |  | (36,761 | )
Net Cash Used in Investing Activities |  |  | — |  |  |  | (81,612 | ) |  |  | — |  |  |  | (81,612 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of Credit Facility |  |  | (30,000 | ) |  |  | — |  |  |  | — |  |  |  | (30,000 | )
Dividends Paid to Stockholders |  |  | (9,709 | ) |  |  | — |  |  |  | — |  |  |  | (9,709 | )
Purchase and Retirement of Common Stock |  |  | (24,903 | ) |  |  | — |  |  |  | — |  |  |  | (24,903 | )
Proceeds from Stock Option Exercises |  |  | 20,426 |  |  |  | — |  |  |  | — |  |  |  | 20,426 |
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  |  | (2,455 | ) |  |  | — |  |  |  | — |  |  |  | (2,455 | )
Intra-entity Activity, net |  |  | 49,072 |  |  |  | (49,072 | ) |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  |  | 2,431 |  |  |  | (49,072 | ) |  |  | — |  |  |  | (46,641 | )
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |  |  | 23,878 |  |  |  | 617 |  |  |  | — |  |  |  | 24,495 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |  |  | 5,184 |  |  |  | 1,377 |  |  |  | — |  |  |  | 6,561 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |  | $ | 29,062 |  |  | $ | 1,994 |  |  | $ | — |  |  | $ | 31,056 |

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