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FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES | 3 Months Ended
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Jun. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract] |
FINANCIAL STATEMENTS FOR GUARANTORS OF THE 4.500% SENIOR UNSECURED NOTES | (S) 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. Our Senior Unsecured Notes are guaranteed by all of the Company’s wholly-owned subsidiaries, except for those subsidiaries comprising the Oil and Gas Proppants business. The guarantees are full and unconditional, and joint and several. The subsidiaries comprising the Oil and Gas Proppants business were guarantors of the Senior Unsecured Notes at March 31, 2020, but beginning in April 2020 they were removed from the guarantor group. 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.), the guarantors (all wholly owned subsidiaries of Eagle Materials Inc., with the exception of the Oil and Gas Proppants businesses beginning April 1, 2020) and the non-guarantors (the Oil and Gas Proppants businesses beginning April 1, 2020) on a combined basis with eliminating entries (dollars in thousands).
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended June 30, 2020 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 426,989 |  |  | $ | 1,031 |  |  | $ | — |  |  | $ | 428,020 |
Cost of Goods Sold |  |  | — |  |  |  | 324,692 |  |  |  | 2,349 |  |  |  | — |  |  |  | 327,041 |
Gross Profit |  |  | — |  |  |  | 102,297 |  |  |  | (1,318 | ) |  |  | — |  |  |  | 100,979 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 7,796 |  |  |  | 7,796 |  |  |  | — |  |  |  | (7,796 | ) |  |  | 7,796 |
Equity in Earnings of Subsidiaries |  |  | 63,684 |  |  |  | — |  |  |  | — |  |  |  | (63,684 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (14,411 | ) |  |  | (3,260 | ) |  |  | (118 | ) |  |  | — |  |  |  | (17,789 | )
Gain on Sale of Businesses |  |  | 51,973 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 51,973 |
Other Non-Operating Income (Loss) |  |  | (375 | ) |  |  | 67 |  |  |  | 181 |  |  |  | — |  |  |  | (127 | )
Interest Expense, net |  |  | (14,028 | ) |  |  | (13 | ) |  |  | — |  |  |  | — |  |  |  | (14,041 | )
Earnings before Income Taxes |  |  | 94,639 |  |  |  | 106,887 |  |  |  | (1,255 | ) |  |  | (71,480 | ) |  |  | 128,791 |
Income Taxes |  |  | 1,567 |  |  |  | (34,502 | ) |  |  | 350 |  |  |  | — |  |  |  | (32,585 | )
Net Earnings |  | $ | 96,206 |  |  | $ | 72,385 |  |  | $ | (905 | ) |  | $ | (71,480 | ) |  | $ | 96,206 |
Net Earnings |  | $ | 96,206 |  |  | $ | 72,385 |  |  | $ | (905 | ) |  | $ | (71,480 | ) |  | $ | 96,206 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 25 |  |  |  | 25 |  |  |  | — |  |  |  | (25 | ) |  |  | 25 |
Comprehensive Earnings |  | $ | 96,231 |  |  | $ | 72,410 |  |  | $ | (905 | ) |  | $ | (71,505 | ) |  | $ | 96,231 |
Condensed Consolidating Statement of Earnings and Comprehensive Earnings For the Three Months Ended June 30, 2019 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
Revenue |  | $ | — |  |  | $ | 370,597 |  |  | $ | — |  |  | $ | — |  |  | $ | 370,597 |
Cost of Goods Sold |  |  | — |  |  |  | 295,268 |  |  |  | — |  |  |  | — |  |  |  | 295,268 |
Gross Profit |  |  | — |  |  |  | 75,329 |  |  |  | — |  |  |  | — |  |  |  | 75,329 |
Equity in Earnings of Unconsolidated Joint Venture |  |  | 9,432 |  |  |  | 9,432 |  |  |  | — |  |  |  | (9,432 | ) |  |  | 9,432 |
Equity in Earnings of Subsidiaries |  |  | 55,742 |  |  |  | — |  |  |  | — |  |  |  | (55,742 | ) |  |  | — |
Corporate General and Administrative Expenses |  |  | (20,968 | ) |  |  | (286 | ) |  |  | — |  |  |  | — |  |  |  | (21,254 | )
Other Non-Operating Income |  |  | 426 |  |  |  | (226 | ) |  |  | — |  |  |  | — |  |  |  | 200 |
Interest Expense, net |  |  | (8,834 | ) |  |  | (12 | ) |  |  | — |  |  |  | — |  |  |  | (8,846 | )
Earnings before Income Taxes |  |  | 35,798 |  |  |  | 84,237 |  |  |  | — |  |  |  | (65,174 | ) |  |  | 54,861 |
Income Taxes |  |  | 5,506 |  |  |  | (19,063 | ) |  |  | — |  |  |  | — |  |  |  | (13,557 | )
Net Earnings |  | $ | 41,304 |  |  | $ | 65,174 |  |  | $ | — |  |  | $ | (65,174 | ) |  | $ | 41,304 |
Net Earnings |  | $ | 41,304 |  |  | $ | 65,174 |  |  | $ | — |  |  | $ | (65,174 | ) |  | $ | 41,304 |
Net Actuarial Change in Benefit Plans, net of tax |  |  | 33 |  |  |  | 33 |  |  |  | — |  |  |  | (33 | ) |  |  | 33 |
Comprehensive Earnings |  | $ | 41,337 |  |  | $ | 65,207 |  |  | $ | — |  |  | $ | (65,207 | ) |  | $ | 41,337 |
Condensed Consolidating Balance Sheet at June 30, 2020 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 196,831 |  |  | $ | 2,600 |  |  | $ | 10 |  |  | $ | — |  |  | $ | 199,441 |
Accounts and Notes Receivable |  |  | 1,463 |  |  |  | 192,271 |  |  |  | 830 |  |  |  | — |  |  |  | 194,564 |
Inventories |  |  | — |  |  |  | 242,658 |  |  |  | 467 |  |  |  | — |  |  |  | 243,125 |
Income Tax Receivable |  |  | 123,709 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 123,709 |
Prepaid and Other Current Assets |  |  | 1,199 |  |  |  | 9,415 |  |  |  | 140 |  |  |  | — |  |  |  | 10,754 |
Total Current Assets |  |  | 323,202 |  |  |  | 446,944 |  |  |  | 1,447 |  |  |  | — |  |  |  | 771,593 |
Property, Plant, and Equipment, net |  |  | 6,329 |  |  |  | 1,714,389 |  |  |  | 5,645 |  |  |  | — |  |  |  | 1,726,363 |
Notes Receivable |  |  | — |  |  |  | 9,068 |  |  |  | — |  |  |  | — |  |  |  | 9,068 |
Investment in Joint Venture |  |  | 70 |  |  |  | 72,184 |  |  |  | — |  |  |  | — |  |  |  | 72,254 |
Investments in Subsidiaries and Receivables from Affiliates |  |  | 2,543,210 |  |  |  | 215,702 |  |  |  | 468 |  |  |  | (2,759,380 | ) |  |  | — |
Deferred Income Taxes |  |  | 9,246 |  |  |  | — |  |  |  | 43,742 |  |  |  | (52,988 | ) |  |  | — |
Operating Lease Right of Use Assets |  |  | 9,576 |  |  |  | 19,373 |  |  |  | 955 |  |  |  | — |  |  |  | 29,904 |
Goodwill and Intangible Assets, net |  |  | — |  |  |  | 395,673 |  |  |  | — |  |  |  | — |  |  |  | 395,673 |
Other Assets |  |  | 5,029 |  |  |  | 5,280 |  |  |  | — |  |  |  | — |  |  |  | 10,309 |
|  | $ | 2,896,662 |  |  | $ | 2,878,613 |  |  | $ | 52,257 |  |  | $ | (2,812,368 | ) |  | $ | 3,015,164 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  | $ | 3,052 |  |  | $ | 77,371 |  |  |  | 1,562 |  |  | $ | — |  |  | $ | 81,985 |
Accrued Liabilities |  |  | 38,027 |  |  |  | 34,963 |  |  |  | 2,492 |  |  |  | — |  |  |  | 75,482 |
Income Taxes Payable |  |  | 32,130 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 32,130 |
Operating Lease Liabilities |  |  | 1,197 |  |  |  | 5,702 |  |  |  | 3,537 |  |  |  | — |  |  |  | 10,436 |
Total Current Liabilities |  |  | 74,406 |  |  |  | 118,036 |  |  |  | 7,591 |  |  |  | — |  |  |  | 200,033 |
Long-term Debt |  |  | 1,492,088 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,492,088 |
Noncurrent Lease Liabilities |  |  | 11,952 |  |  |  | 26,783 |  |  |  | 8,743 |  |  |  | — |  |  |  | 47,478 |
Other Long-term Liabilities |  |  | 3,500 |  |  |  | 35,362 |  |  |  | 5,805 |  |  |  | — |  |  |  | 44,667 |
Payables to Affiliates |  |  | 246,758 |  |  |  | 6,813,951 |  |  |  | 51,727 |  |  |  | (7,112,436 | ) |  |  | — |
Deferred Income Taxes |  |  | - |  |  |  | 215,928 |  |  |  | — |  |  |  | (52,988 | ) |  |  | 162,940 |
Total Liabilities |  |  | 1,828,704 |  |  |  | 7,210,060 |  |  |  | 73,866 |  |  |  | (7,165,424 | ) |  |  | 1,947,206 |
Total Stockholders’ Equity |  |  | 1,067,958 |  |  |  | (4,331,447 | ) |  |  | (21,609 | ) |  |  | 4,353,056 |  |  |  | 1,067,958 |
|  | $ | 2,896,662 |  |  | $ | 2,878,613 |  |  | $ | 52,257 |  |  | $ | (2,812,368 | ) |  | $ | 3,015,164 |
Condensed Consolidating Balance Sheet at March 31, 2020 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  | $ | 116,269 |  |  | $ | 2,379 |  |  | $ | — |  |  | $ | — |  |  | $ | 118,648 |
Accounts and Notes Receivable |  |  | 531 |  |  |  | 151,255 |  |  |  | — |  |  |  | — |  |  |  | 151,786 |
Inventories |  |  | — |  |  |  | 272,508 |  |  |  | — |  |  |  | — |  |  |  | 272,508 |
Income Tax Receivables |  |  | 128,413 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 128,413 |
Prepaid and Other Current Assets |  |  | 953 |  |  |  | 5,909 |  |  |  | — |  |  |  | — |  |  |  | 6,862 |
Total Current Assets |  |  | 246,166 |  |  |  | 432,051 |  |  |  | — |  |  |  | — |  |  |  | 678,217 |
Property, Plant, and Equipment, net |  |  | 6,606 |  |  |  | 1,755,503 |  |  |  | — |  |  |  | — |  |  |  | 1,762,109 |
Notes Receivable |  |  | — |  |  |  | 9,139 |  |  |  | — |  |  |  | — |  |  |  | 9,139 |
Investment in Joint Venture |  |  | 70 |  |  |  | 73,888 |  |  |  | — |  |  |  | — |  |  |  | 73,958 |
Operating Lease Right-of-Use Assets |  |  | 9,765 |  |  |  | 20,765 |  |  |  | — |  |  |  | — |  |  |  | 30,530 |
Investments in Subsidiaries and Receivables from Affiliates |  |  | 2,489,326 |  |  |  | 179,398 |  |  |  | — |  |  |  | (2,668,724 | ) |  |  | — |
Deferred Taxes |  |  | 11,409 |  |  |  | — |  |  |  | — |  |  |  | (11,409 | ) |  |  | — |
Goodwill and Intangible Assets, net |  |  | — |  |  |  | 396,463 |  |  |  | — |  |  |  | — |  |  |  | 396,463 |
Other Assets |  |  | 4,417 |  |  |  | 6,187 |  |  |  | — |  |  |  | — |  |  |  | 10,604 |
|  | $ | 2,767,759 |  |  | $ | 2,873,394 |  |  | $ | — |  |  | $ | (2,680,133 | ) |  | $ | 2,961,020 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  | $ | 6,365 |  |  | $ | 79,832 |  |  |  | — |  |  | $ | — |  |  | $ | 86,197 |
Accrued Liabilities |  |  | 33,409 |  |  |  | 39,884 |  |  |  | — |  |  |  | — |  |  |  | 73,293 |
Operating Lease Liabilities |  |  | 1,180 |  |  |  | 9,027 |  |  |  | — |  |  |  | — |  |  |  | 10,207 |
Total Current Liabilities |  |  | 40,954 |  |  |  | 128,743 |  |  |  | — |  |  |  | — |  |  |  | 169,697 |
Long-term Debt |  |  | 1,567,315 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,567,315 |
Noncurrent Operating Lease Liabilities |  |  | 12,249 |  |  |  | 37,560 |  |  |  | — |  |  |  | — |  |  |  | 49,809 |
Other Long-term Liabilities |  |  | — |  |  |  | 39,689 |  |  |  | — |  |  |  | — |  |  |  | 39,689 |
Payables to Affiliates |  |  | 179,398 |  |  |  | 6,324,504 |  |  |  | — |  |  |  | (6,503,902 | ) |  |  | — |
Deferred Income Taxes |  |  | — |  |  |  | 178,076 |  |  |  | — |  |  |  | (11,409 | ) |  |  | 166,667 |
Total Liabilities |  |  | 1,799,916 |  |  |  | 6,708,572 |  |  |  | — |  |  |  | (6,515,311 | ) |  |  | 1,993,177 |
Total Stockholders’ Equity |  |  | 967,843 |  |  |  | (3,835,178 | ) |  |  | — |  |  |  | 3,835,178 |  |  |  | 967,843 |
|  | $ | 2,767,759 |  |  | $ | 2,873,394 |  |  | $ | — |  |  | $ | (2,680,133 | ) |  | $ | 2,961,020 |
Condensed Consolidating Statement of Cash Flows For the Three Months Ended June 30, 2020 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities |  | $ | 21,481 |  |  | $ | 70,804 |  |  | $ | 3,028 |  |  | $ | — |  |  | $ | 95,313 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additions to Property, Plant, and Equipment |  |  | — |  |  |  | (25,991 | ) |  |  | — |  |  |  | — |  |  |  | (25,991 | )
Proceeds from Sale of Businesses |  |  | 93,482 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 93,482 |
Net Cash Used in Investing Activities |  |  | 93,482 |  |  |  | (25,991 | ) |  |  | — |  |  |  | — |  |  |  | 67,491 |
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Increase (Decrease) in Credit Facility |  |  | (75,000 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (75,000 | )
Dividends Paid to Stockholders |  |  | (4,163 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,163 | )
Payment of Debt Issuance Costs |  |  | (1,718 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,718 | )
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  |  | (1,130 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,130 | )
Intra-entity Activity, net |  |  | 47,610 |  |  |  | (44,592 | ) |  |  | (3,018 | ) |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  |  | (34,401 | ) |  |  | (44,592 | ) |  |  | (3,018 | ) |  |  | — |  |  |  | (82,011 | )
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |  |  | 80,562 |  |  |  | 221 |  |  |  | 10 |  |  |  | — |  |  |  | 80,793 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |  |  | 116,269 |  |  |  | 2,379 |  |  |  | — |  |  |  | — |  |  |  | 118,648 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |  | $ | 196,831 |  |  | $ | 2,600 |  |  | $ | 10 |  |  | $ | — |  |  | $ | 199,441 |
Condensed Consolidating Statement of Cash Flows For the Three Months Ended June 30, 2019 |  | Parent |  |  | Guarantor Subsidiaries |  |  | Non-Guarantor Subsidiaries |  |  | Eliminations |  |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities |  | $ | (6,412 | ) |  | $ | 57,110 |  |  | $ | — |  |  | $ | — |  |  | $ | 50,698 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Additions to Property, Plant, and Equipment |  |  | — |  |  |  | (21,813 | ) |  |  | — |  |  |  | — |  |  |  | (21,813 | )
Net Cash Used in Investing Activities |  |  | — |  |  |  | (21,813 | ) |  |  | — |  |  |  | — |  |  |  | (21,813 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Increase in Credit Facility |  |  | 185,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 185,000 |
Dividends Paid to Stockholders |  |  | (4,499 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,499 | )
Purchase and Retirement of Common Stock |  |  | (198,355 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (198,355 | )
Proceeds from Stock Option Exercises |  |  | 396 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 396 |
Shares Redeemed to Settle Employee Taxes on Stock Compensation |  |  | (866 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (866 | )
Intra-entity Activity, net |  |  | 35,838 |  |  |  | (35,838 | ) |  |  | — |  |  |  | — |  |  |  | — |
Net Cash Provided by (Used in) Financing Activities |  |  | 17,514 |  |  |  | (35,838 | ) |  |  | — |  |  |  | — |  |  |  | (18,324 | )
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |  |  | 11,102 |  |  |  | (541 | ) |  |  | — |  |  |  | — |  |  |  | 10,561 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |  |  | 5,779 |  |  |  | 2,822 |  |  |  | — |  |  |  | — |  |  |  | 8,601 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |  | $ | 16,881 |  |  | $ | 2,281 |  |  | $ | — |  |  | $ | — |  |  | $ | 19,162 |

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