FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES

9 Months Ended

Dec. 31, 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 December 31, 2018	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	333,285		$	—		$	333,285
Cost of Goods Sold		—			252,864			—			252,864
Gross Profit		—			80,421			—			80,421
Equity in Earnings of Unconsolidated Joint Venture		9,507			9,507			(9,507	)		9,507
Equity in Earnings of Subsidiaries		61,946			—			(61,946	)		—
Corporate General and Administrative Expenses		(8,863	)		(545	)		—			(9,408	)
Other Non-Operating Income		(43	)		1,335			—			1,292
Interest Expense, net		(7,282	)		(12	)		—			(7,294	)
Earnings before Income Taxes		55,265			90,706			(71,453	)		74,518
Income Taxes		2,450			(19,253	)		—			(16,803	)
Net Earnings	$	57,715		$	71,453		$	(71,453	)	$	57,715
Net Earnings	$	57,715		$	71,453		$	(71,453	)	$	57,715
Net Actuarial Change in Benefit Plans, net of tax		56			56			(56	)		56
Comprehensive Earnings	$	57,771		$	71,509		$	(71,509	)	$	57,771

Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended December 31, 2017	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	359,371		$	—		$	359,371
Cost of Goods Sold		—			264,805			—			264,805
Gross Profit		—			94,566			—			94,566
Equity in Earnings of Unconsolidated Joint Venture		11,372			11,372			(11,372	)		11,372
Equity in Earnings of Subsidiaries		138,597			—			(138,597	)		—
Corporate General and Administrative Expenses		(9,035	)		(848	)		—			(9,883	)
Legal Settlements		(39,098	)		—			—			(39,098	)
Other Non-Operating Income		262			822			—			1,084
Interest Expense, net		(17,005	)		10,352			—			(6,653	)
Earnings before Income Taxes		85,093			116,264			(149,969	)		51,388
Income Taxes		16,287			33,705			—			49,992
Net Earnings	$	101,380		$	149,969		$	(149,969	)	$	101,380
Net Earnings	$	101,380		$	149,969		$	(149,969	)		101,380
Net Actuarial Change in Benefit Plans, net of tax		197			197			(197	)		197
Comprehensive Earnings	$	101,577		$	150,166		$	(150,166	)	$	101,577

Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Nine Months Ended December 31, 2018	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	1,108,540		$	—		$	1,108,540
Cost of Goods Sold		—			838,554			—			838,554
Gross Profit		—			269,986			—			269,986
Equity in Earnings of Unconsolidated Joint Venture		28,931			28,931			(28,931	)		28,931
Equity in Earnings of Subsidiaries		204,234			—			(204,234	)		—
Corporate General and Administrative Expenses		(24,682	)		(2,651	)		—			(27,333	)
Legal Settlements		—			(1,800	)		—			(1,800	)
Other Non-Operating Income		(262	)		2,553			—			2,291
Interest Expense, net		(20,706	)		(37	)		—			(20,743	)
Earnings before Income Taxes		187,515			296,982			(233,165	)		251,332
Income Taxes		9,142			(63,817	)		—			(54,675	)
Net Earnings	$	196,657		$	233,165		$	(233,165	)	$	196,657
Net Earnings	$	196,657		$	233,165		$	(233,165	)	$	196,657
Net Actuarial Change in Benefit Plans, net of tax		168			168			(168	)		168
Comprehensive Earnings	$	196,825		$	233,333		$	(233,333	)	$	196,825

Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Nine Months Ended December 31, 2017	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	1,101,807		$	—		$	1,101,807
Cost of Goods Sold		—			824,428			—			824,428
Gross Profit		—			277,379			—			277,379
Equity in Earnings of Unconsolidated Joint Venture		33,203			33,203			(33,203	)		33,203
Equity in Earnings of Subsidiaries		261,389			—			(261,389	)		—
Corporate General and Administrative Expenses		(26,861	)		(2,522	)		—			(29,383	)
Legal Settlements		(39,098	)		—			—			(39,098	)
Other Non-Operating Income		(84	)		2,812			—			2,728
Interest Expense, net		(43,800	)		22,208			—			(21,592	)
Earnings before Income Taxes		184,749			333,080			(294,592	)		223,237
Income Taxes		34,875			(38,488	)		—			(3,613	)
Net Earnings	$	219,624		$	294,592		$	(294,592	)	$	219,624
Net Earnings	$	219,624		$	294,592		$	(294,592	)		219,624
Net Actuarial Change in Benefit Plans, net of tax		591			591			(591	)		591
Comprehensive Earnings	$	220,215		$	295,183		$	(295,183	)	$	220,215

Condensed Consolidating Balance Sheet At December 31, 2018	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets -
Cash and Cash Equivalents	$	15,502			1,558		$	—		$	17,060
Accounts and Notes Receivable		453			133,420			—			133,873
Inventories		—			251,260			—			251,260
Income Tax Receivable		314			—			—			314
Prepaid and Other Current Assets		1,075			5,891			—			6,966
Total Current Assets		17,344			392,129			—			409,473
Property, Plant, and Equipment -		7,310			2,651,838			—			2,659,148
Less: Accumulated Depreciation		(369	)		(1,031,627	)		—			(1,031,996	)
Property, Plant and Equipment, net		6,941			1,620,211			—			1,627,152
Notes Receivable		—			3,022			—			3,022
Investment in Joint Venture		70			61,918			—			61,988
Investments in Subsidiaries and Receivables from Affiliates		2,476,986			423,525			(2,900,511	)		—
Goodwill and Intangible Assets, net		—			236,936			—			236,936
Other Assets		4,311			12,534			—			16,845
	$	2,505,652		$	2,750,275		$	(2,900,511	)	$	2,355,416
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities-
Accounts Payable	$	6,490		$	71,121		$	—		$	77,611
Accrued Liabilities		24,096			42,825						66,921
Current Portion of Long-term Debt		36,500			—			—			36,500
Total Current Liabilities		67,086			113,946			—			181,032
Long-term Debt		589,924			—			—			589,924
Other Long-term Liabilities		11			30,543			—			30,554
Payables to Affiliates		423,525			5,768,625			(6,192,150	)		—
Deferred Income Taxes		4,769			128,800			—			133,569
Total Liabilities		1,085,315			6,041,914			(6,192,150	)		935,079
Total Stockholders’ Equity		1,420,337			(3,291,639	)		3,291,639			1,420,337
	$	2,505,652		$	2,750,275		$	(2,900,511	)	$	2,355,416

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 Nine Months Ended December 31, 2018	Parent			Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Cash Provided by (Used in) Operating Activities	$	(68,752	)	$	362,852		$	—	$	294,100
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant, and Equipment		(5,023	)		(121,423	)		—		(126,446	)
Proceeds from Sale of Property, Plant, and Equipment		—			2,281			—		2,281
Net Cash Used in Investing Activities		(5,023	)		(119,142	)		—		(124,165	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Credit Facility		5,000			—			—		5,000
Dividends Paid to Stockholders		(14,293	)		—			—		(14,293	)
Purchase and Retirement of Common Stock		(191,800	)		—			—		(191,800	)
Proceeds from Stock Option Exercises		1,992			—			—		1,992
Shares Redeemed to Settle Employee Taxes on Stock Compensation		(1,842	)		—			—		(1,842	)
Intra-entity Activity, net		245,683			(245,683	)		—		—
Net Cash Provided by (Used in) Financing Activities		44,740			(245,683	)		—		(200,943	)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(29,035	)		(1,973	)		—		(31,008	)
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	$	15,502		$	1,558		$	—	$	17,060

Condensed Consolidating Statement of Cash Flows For the Nine Months Ended December 31, 2017	Parent			Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net Cash Provided by (Used in) Operating Activities	$	981		$	274,159		$	—	$	275,140
CASH FLOWS FROM INVESTING ACTIVITIES
Property, Plant, and Equipment Additions		(142	)		(83,556	)		—		(83,698	)
Acquisition Spending		—			(36,761	)		—		(36,761	)
Net Cash Used in Investing Activities		(142	)		(120,317	)		—		(120,459	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Credit Facility		(40,000	)		—			—		(40,000	)
Repayment of Private Placement Senior Unsecured Notes		(81,214	)		—			—		(81,214	)
Dividends Paid to Stockholders		(14,571	)		—			—		(14,571	)
Purchase and Retirement of Common Stock		(24,903	)		—			—		(24,903	)
Proceeds from Stock Option Exercises		23,729			—			—		23,729
Shares Redeemed to Settle Employee Taxes on Stock Compensation		(2,607	)		—			—		(2,607	)
Intra-entity Activity, net		151,621			(151,621	)		—		—
Net Cash Provided by (Used in) Financing Activities		12,055			(151,621	)		—		(139,566	)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		12,894			2,221			—		15,115
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	$	18,078		$	3,598		$	—	$	21,676