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SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Mar. 31, 2019

The consolidated financial statements include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (the Company), which may be referred to as we, our, or us. All intercompany balances and transactions have been eliminated. The Company is a holding company whose assets consist of its investments in its subsidiaries, joint venture, intercompany balances and holdings of cash and cash equivalents. The businesses of the consolidated group are conducted through the Company’s subsidiaries. The Company conducts one of its cement plant operations through a joint venture, Texas Lehigh Cement Company L.P., which is located in Buda, Texas (the Joint Venture). Our investment in the Joint Venture is accounted for using the equity method of accounting, and those results have been included for the same period as our March 31 fiscal year end.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash Equivalents include short-term, highly liquid investments with original maturities of three months or less and are recorded at cost, which approximates market value.

Restricted Cash

Restricted Cash included amounts deposited in a qualified settlement fund. These amounts were deposited in relation to our settlement of a class action lawsuit and upon final approval of the District Court, these funds were transferred to the plaintiff’s attorneys. See Footnote (H) for more information regarding the lawsuit and settlement.

Accounts and Notes Receivable

Accounts and Notes Receivable have been shown net of the allowance for doubtful accounts of $9.9 million and $8.6 million at March 31, 2019 and 2018, respectively. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based on analysis of economic trends in the construction and oil and gas industries, detailed analysis of the expected collectability of accounts receivable that are past due, and the expected collectability of overall receivables. We have no significant credit risk concentration among our diversified customer base.

We had Notes Receivable totaling approximately $3.6 million at March 31, 2019, of which approximately $0.7 million has been classified as current and presented with accounts receivable on the balance sheet. We lend funds to certain companies in the ordinary course of business, and the notes bear interest, on average, at 4.5%. Remaining unpaid amounts, plus accrued interest, mature in fiscal 2026. The notes are collateralized by certain assets of the borrowers, namely property and equipment. We monitor the credit risk of each borrower by focusing on the timeliness of payments, review of credit history, and credit metrics and interaction with the borrowers.

Inventories

Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Inventories consist of the following:

	March 31,
	2019		2018
	(dollars in thousands)
Raw Materials and Materials-in-Progress	$	125,828	$	121,628
Finished Cement		27,826		24,089
Aggregates		7,351		7,787
Gypsum Wallboard		7,124		8,477
Paperboard		15,660		8,602
Frac Sand		2,557		1,696
Repair Parts and Supplies		80,676		79,878
Fuel and Coal		8,172		6,002
	$	275,194	$	258,159

Property, Plant and Equipment

Property, Plant, and Equipment

Property, Plant, and Equipment are stated at cost. Major renewals and improvements are capitalized and depreciated. Annual maintenance is expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of depreciable assets and totaled $118.2 million, $109.6 million, and $86.0 million for the years ended March 31, 2019, 2018, and 2017, respectively. Raw material deposits are depleted as such deposits are extracted for production utilizing the units-of-production method. Costs and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts and any resulting gains or losses are recognized at such time. The estimated lives of the related assets are as follows:


Plants		20 to 30 years
Buildings		20 to 40 years
Machinery and Equipment		3 to 25 years

We periodically evaluate whether current events or circumstances indicate that the carrying value of our depreciable assets may not be recoverable. During fiscal 2019, we recorded an impairment of approximately $211.3 million related to property and equipment in our Oil and Gas Proppants segment. See Impairment or Disposal of Long-lived and Intangible Assets below for more information about the impairment.

Goodwill and Intangible Assets

Goodwill

We annually assess Goodwill in the fourth quarter of our fiscal year, or more frequently when indicators of impairment exist. Impairment testing for Goodwill is done at the reporting unit, which is consistent with the reportable segment.

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Prior to performing the Step 1 quantitative analysis, we may, at our discretion, perform an optional qualitative analysis, or it may choose to proceed directly to the Step 1 quantitative analysis. The qualitative analysis considers the impact of the following events and circumstances on the reporting unit being tested: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant entity-specific events. If, as a result of this qualitative analysis, we conclude that it is more likely than not (a likelihood of greater than 50%) that the fair value of the reporting unit exceeds its carrying value, then an impairment does not exist and the quantitative Step 1 analysis is not required. If we are unable to conclude that it is more-likely-than-not that the fair value of the reporting unit exceeds its carrying value, then we proceed to the quantitative Step 1 analysis.

Step 1 of the quantitative test for impairment compares the fair value of the reporting unit to its carrying value. If the carrying value exceeds the fair value, then an impairment is indicated. If facts and circumstances related to our business change in subsequent years, we may choose to perform a quantitative analysis in those future years. If we perform a Step 1 analysis, and the carrying value of the reporting unit exceeds its fair value, then an impairment charge equal to the difference, not to exceed the total amount of Goodwill, is recorded.

The fair values of the reporting units are estimated by using both the market and income approaches. The market approach considers market factors and certain multiples in comparison to similar companies, while the income approach uses discounted cash flows to determine the estimated fair values of the reporting units. We also perform an overall comparison of all reporting units to our market capitalization in order to test the reasonableness of our fair value calculations.

We performed qualitative assessments of our Cement, Gypsum Wallboard, and Recycled Paperboard reporting units in the fourth quarter of fiscal 2019. As a result of these qualitative assessments, we determined that it was not more likely than not that an impairment existed; therefore, we did not perform a Step 1 quantitative impairment test.

We performed a quantitative Step 1 impairment test on our Oil and Gas Proppants reporting unit. We estimated the reporting unit’s fair value using a discounted cash flow model. Key assumptions in the model were: estimated average net sales prices, sales volumes and the discount rate, which was estimated at 11%. Based on the results of the Step 1 impairment analysis, we concluded that the entire balance of Goodwill in the Oil and Gas Proppants reporting unit was impaired, and we recorded an impairment loss of approximately $6.8 million in the reporting unit in the fourth quarter of fiscal 2019.

Intangible Assets

Intangible Assets, including the impact of the impairment charges discussed above, at March 31, 2019 and 2018, consist of the following:

	March 31, 2019
	Amortization Period	Cost		Accumulated Amortization			Impairment			Net
	(dollars in thousands)
Goodwill and Intangible Assets:
Customer Contracts and Relationships	15 years	$	72,260	$	(61,009	)	$	(178	)	$	11,073
Sales Contracts	4 years		2,500		(2,500	)		—			—
Permits	40 years		28,640		(8,968	)		—			19,672
Goodwill			205,211		—			(6,841	)		198,370
Total Goodwill and Intangible Assets		$	308,611	$	(72,477	)	$	(7,019	)	$	229,115

	March 31, 2018
	Amortization Period	Cost		Accumulated Amortization			Net
	(dollars in thousands)
Goodwill and Intangible Assets:
Customer Contracts and Relationships	15 years	$	72,260	$	(58,732	)	$	13,528
Sales Contracts	4 years		2,500		(2,500	)		—
Permits	40 years		28,640		(8,037	)		20,603
Goodwill			205,211		—			205,211
Total Goodwill and Intangible Assets		$	308,611	$	(69,269	)	$	239,342

At March 31, 2019 and 2018, approximately $0.3 million and $1.6 million, respectively, of customer contracts and relationships were related to our Oil and Gas Proppants sector.

During fiscal 2017, we wrote off a customer contract in our Oil and Gas Proppants segment valued at $1.3 million due to the termination of the contract. At March 31, 2016, we had a $2.0 million liability related to prepayment for sand under one of our contracts. This contract expired on June 30, 2016, at which time the customer prepayment was forfeited under the terms of the contract. The $2.0 million was recorded as a reduction of Cost of Goods Sold in our fiscal 2017 Consolidated Statement of Earnings.

During fiscal 2017, sales contracts with two of our customers in our Oil and Gas Proppants segment expired or were terminated. These customers had not purchased their contractually required amounts at the time the contracts expired or were terminated, and we entered into settlement agreements with those customers in connection with their failure to purchase the contractually required amounts. Based on these agreements, we received settlement payments of approximately $12.9 million in exchange for releasing our claims against such customers. The settlement payments were recorded as a reduction of Cost of Goods Sold in our fiscal 2017 Consolidated Statement of Earnings.

Amortization expense of intangibles was $4.3 million, $4.4 million, and $4.8 million for the years ended March 31, 2019, 2018, and 2017, respectively. Amortization expense is expected to be approximately $2.2 million for fiscal year 2020 and $1.7 million for each of fiscal years 2021 through 2024.

Impairment or Disposal of Long-Lived and Intangible Assets

We assess our long-lived assets, including mining and related assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or group of assets, may not be recoverable. Long-lived assets, or groups of assets, are evaluated for impairment at the lowest level for which cash flows are largely independent of the cash flows of other assts. We assess recoverability of assets, or group of assets, by comparing the carrying amount of an asset, or group of assets, to the future undiscounted net cash flows that we expect the asset, or group of assets, to generate. These impairment evaluations are significantly affected by estimates of future revenue, costs and expenses, and other factors. If the carrying value of the assets, or group of assets, exceeds the undiscounted cash flows, then an impairment is indicated. If such assets, or group of assets, are considered to be impaired, the impairment is recognized as the amount by which the carrying amount of the asset, or group of assets, exceeds the fair value of the asset, or group of assets. Any assets held for sale are reflected at the lower of their carrying amount or fair value less cost to sell.

During the latter part of fiscal 2019, continued declining sales prices, sales volume and operating results in our Oil and Gas Proppants business indicated that impairment indictors were present. The decline in sales volume was primarily related to decreased demand from the Permian Basin. The decline in orders is due to several factors, including reduced completion budgets, limited pipeline take away capacity in the Permian Basin, and an increase in the usage of in-basin regional sand. The capacity for in-basin sand has increased in recent years, and certain of our customers have shifted their purchases from northern white sand to lower cost regional sand.

Because of the continuing shift in demand to regional sand, and the decline in our operating results, we concluded in the fourth quarter of fiscal 2019 that the reduction in sales volumes and operating losses were other than temporary and that long-lived asset impairment indicators were present in our Oil and Gas Proppants segment. Prior to performing tests to determine whether an impairment was present, we grouped the long-lived assets of the segment into the lowest level where cash flows are generated, which is considered the operating facility or distribution level. We then performed recoverability tests on each group of assets using probability weighted estimates of forecasted undiscounted cash flows over the remaining estimated life of each asset group based on a variety of scenarios. Based on these forecasts we concluded that the carrying values exceeded the undiscounted cash flows for two of the operating facilities and several of the distribution facilities, indicating impairment.

For those impaired asset groups, we calculated an estimated fair value using either a discounted cash flow model (Level 3) or real estate appraisals (Level 2) when it was determined the value of the real estate was the highest and best use of the property. In preparing the discounted cash flow model, we utilized a weighted-average cost of capital which was determined from relevant market comparisons and adjusted for specific risks. The analysis resulted in impairment losses to Property, Plant, and Equipment as well as Goodwill, Intangible, and Other Assets of approximately $211.3 million and $9.0 million, respectively, which is included in Impairment Losses in the Consolidated Statement of Earnings for fiscal year 2019. There was no impairment of long-lived assets or intangible assets during fiscal 2018 and 2017.

Other Assets

Other Assets are primarily composed of financing costs related to our revolving credit facility, deferred expenses, and deposits.

Income Taxes

We account for Income Taxes using the asset and liability method. The effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date. We recognize deferred taxes for the differences between financial statement carrying amounts and the tax bases of existing assets and liabilities by applying enacted statutory tax rates for future years. In addition, we recognize future tax benefits to the extent that such benefits are more likely than not to be realized.

Stock Repurchases

On April 18, 2019, the Board of Directors authorized the Company to repurchase up to an additional 10,000,000 shares, for a total outstanding authorization of 10,724,758 shares. During fiscal 2019, 2018, and 2017, we repurchased 3,309,670; 627,722; and 788,800 shares, respectively, at average prices of $82.18, $97.30, and $76.08, respectively. Subsequent to March 31, 2019, we repurchased an additional 1,031,110 shares through May 21, 2019, at an average price per share of $88.79. Including the share repurchases made subsequent to March 31, 2019, we have authorization to repurchase an additional 9,848,648 shares.

Revenue Recognition

On April 1, 2018, we adopted the new accounting standard ASU 2014-09 (Topic 606), “Revenue from Contracts with Customers,” and all the related amendments to contracts using the modified retrospective method. The adoption of ASU 2014-09 had no impact on our financial statements at the time of the adoption.

We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard, recycled paperboard, and frac sand. The vast majority of Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard is originated by purchase orders from our customers, who are primarily third-party contractors and suppliers. Revenue from our Recycled Paperboard and Oil and Gas Proppants segments is generated primarily through long-term supply agreements that mature between 2018 and 2025. We also earn Revenue from transload services and storage; we recognize Revenue from these services when the product is transferred from the rail car to the truck or silo, or from the silo to the railcar or truck. We invoice customers upon shipment, and our collection terms range from 30-65 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard that is not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.

Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or transload location. Our long-term supply agreements with customers define, among other commitments, the volume of product that we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based but are subject to certain contractual adjustments. Historically the pricing and volume requirements under certain of these contracts have been renegotiated during volatile market conditions. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until agreement is reached with the customer and there is no risk of reversal.

The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.

The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfilment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling that are billed to the customer are recorded as Revenue, while costs we incur for shipping and handling are recorded as expenses and included in Cost of Goods Sold.

Approximately $169.6 million, $158.3 million, and $138.0 million of freight for the years ended March 31, 2019, 2018 and 2017, respectively, were included in both revenue and Cost of Goods Sold in our Consolidated Statement of Earnings.

Other Non-Operating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, distribution center income, and trucking income, as well as other miscellaneous revenue items and costs which have not been allocated to a business segment.

See Footnote (F) of the Notes to Consolidated Financial Statements for disaggregation of Revenue by segment.

Comprehensive Income/Losses

As of March 31, 2019, we have an Accumulated Other Comprehensive Loss of $3.3 million, which is net of income taxes of $1.1 million, in connection with recognizing the difference between the fair value of the pension assets and the projected benefit obligation.

Consolidated Cash Flows - Supplemental Disclosures

Consolidated Cash Flows – Supplemental Disclosures

Interest payments made during the years ended March 31, 2019, 2018, and 2017 were $28.2 million, $28.9 million, and $19.0 million, respectively.

We made net payments of $40.0 million, $69.4 million, and $76.1 million for federal and state income taxes in the years ended March 31, 2019, 2018, and 2017, respectively.

Statements of Consolidated Earnings - Supplemental Disclosures

Statements of Consolidated Earnings – Supplemental Disclosures

Maintenance and repair expenses are included in each segment’s costs and expenses. We incurred $116.3 million, $107.3 million, and $101.5 of maintenance and repairs expense million in the years ended March 31, 2019, 2018, and 2017, respectively, which is included in Cost of Goods Sold on the Consolidated Statement of Earnings.

Selling, General and Administrative Expenses

Selling, General, and Administrative expenses of the operating units are included in Cost of Goods Sold on the Consolidated Statements of Earnings. Corporate General and Administrative (Corporate G&A) expenses include administration, financial, legal, employee benefits, and other corporate activities, and are shown separately in the Consolidated Statements of Earnings. Corporate G&A also includes stock compensation expense. See Footnote (I) for more information.

Total Selling, General, and Administrative expenses for each of the periods are summarized as follows:

	For the Years Ended March 31,
	2019		2018		2017
	(dollars in thousands)
Operating Units Selling, G&A	$	53,787	$	62,529	$	57,004
Corporate G&A		37,371		41,205		33,940
	$	91,158	$	103,734	$	90,944

Earnings Per Share

	For the Years Ended March 31,
	2019			2018			2017
Weighted-Average Shares of Common Stock Outstanding		46,620,894			48,141,226			47,931,518
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options		539,135			1,013,764			1,000,556
Less Shares Repurchased from Proceeds of Assumed Exercised Options		(374,380	)		(727,904	)		(726,223	)
Restricted Stock Units		146,731			218,900			155,435
Weighted-Average Common Stock and Dilutive Securities Outstanding		46,932,380			48,645,986			48,361,286

The line Less Shares Repurchased from Proceeds of Assumed Exercised Options includes unearned compensation related to outstanding stock options.

There were 461,575; 98,362; and 513,262 stock options at an average exercise price of $90.32 per share, $98.75 per share, and $80.59 per share, respectively, that were excluded from the computation of diluted earnings per share for the years ended March 31, 2019, 2018, and 2017, respectively, because such inclusion would have been anti-dilutive.

Share-Based Compensation

All share-based compensation is valued at the grant date and expensed over the requisite service period, which is generally identical to the vesting period of the award. Forfeitures of share-based awards are recognized in the period in which they occur.

Fair Value Measures

Certain assets and liabilities are required to be recorded or disclosed at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact on our financial condition, results of operations, or cash flows. There are three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices for identical assets and liabilities in active markets;

Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Recent Accounting Pronouncements

RECENTLY ADOPTED

In March 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which revises the accounting for periodic pension and postretirement expense. This ASU requires net periodic benefit cost, with the exception of service cost, to be presented retrospectively as nonoperating expense. Service cost will remain a component of Cost of Goods Sold and represent the only cost of pension and postretirement expense eligible for capitalization. We adopted the standard on April 1, 2018 using the retrospective method for presentation of service cost and other components in the income statement. We prospectively adopted the requirement to limit the capitalization of benefit cost to the service cost component. The impact of adopting this standard was not material to our financial statements.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which eliminates the second step of the goodwill impairment test. Under the new standard, an entity should recognize an impairment charge for the amount by which the carrying value of the reporting unit exceeds the reporting unit’s fair value. We adopted this standard effective April 1, 2018.

PENDING ADOPTION

In February 2016, the FASB issued ASU 2016-02, “Leases,” which supersedes existing lease guidance to require lessees to recognize right-of-use assets and liabilities on the balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. The new standard provides a number of practical expedients for transition and elections for the future application of the policy. We will elect the “package of practical expedients”, which permits us to not reassess prior conclusions about lease identification and classification. We will also elect the practical expedient allowing the use of hindsight, which allowed the inclusion of certain renewal options that were not previously considered using the former lease guidance. We have also chosen to exclude short-term leases, which are those leases with terms of less than twelve month.

We will adopt this standard on April 1, 2019 using the modified-retrospective transition approach. Under this approach, we will record a right-of-use asset and lease liability for all leases outstanding (excluding short-term leases) as of that date, and will not restate periods prior to the date of adoption. We expect to recognize an operating lease liability in the range of approximately $70.0 million to $75.0 million, with a corresponding right-of-use asset in the range of approximately $67.0 million to $72.0 million. We do not expect the adoption of this standard to materially impact annual lease expense.

In January 2018, the FASB issued ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842.” This ASU permits the election not to evaluate land easements under the new lease guidance that existed or expired before the adoption of the ASU 2016-02 and that were not previously accounted for as leases. We will adopt ASU 2018-01 concurrently with the adoption of ASU 2016-02, and have elected not to evaluate land easements that existed or expired before adoption.

Acquisition-Related Expense

Acquisition-Related Expense consists primarily of expenses incurred during the acquisition of our cement plant in Fairborn, Ohio in February 2017.