(A) Significant Accounting Policies

Basis of Presentation

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 includes amounts deposited in a qualified settlement fund. These amounts were deposited in relation to our settlement of a class action lawsuit. Upon final approval of the District Court, these funds will be transferred to the plaintiff’s attorneys. See Footnote (I) Commitments and Contingencies 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
$8.6 million and $10.7 million at March 31, 2018 and 2017, respectively. During fiscal 2018, we charged approximately $0.8 million to bad debt expense and wrote-off approximately $2.9 million of uncollectible accounts. 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 upon 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 $2.3 million at March 31, 2018, of which approximately $2.2 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 LIBOR plus 3.5%, which was approximately 5.1% on March 31, 2018. Remaining unpaid amounts, plus accrued interest, mature in fiscal 2019 and 2021. 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 market. Inventories consist of the following:

	March 31,
	2018		2017
	(dollars in thousands)
Raw Materials and Materials-in-Progress	$	121,628	$	122,736
Finished Cement		24,089		24,428
Aggregates		7,787		7,686
Gypsum Wallboard		8,477		7,951
Paperboard		8,602		8,635
Frac Sand		1,696		2,907
Repair Parts and Supplies		79,878		73,732
Fuel and Coal		6,002		4,771
	$	258,159	$	252,846

During fiscal 2017, we wrote down approximately $7.7 million of raw materials and $0.8 million of materials-in-process and frac sand. These inventories are tied to our Oil and Gas Proppants sector.

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 $109.6 million, $86.0 million, and $84.2 million for the years ended March 31, 2018, 2017, and 2016, 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. At March 31, 2018 and 2017, management believes no events or circumstances indicate that the carrying value may not be recoverable.

Impairment or Disposal of Long-Lived and Intangible Assets

We evaluate the recoverability of our long-lived assets and certain identifiable intangibles, such as permits and customer contracts, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets, such as plants, buildings, and machinery and equipment, including mining assets, is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly affected by estimates of future prices for our products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, we determine the dollar amount of the impairment to be recognized by subtracting the estimated fair value of the assets from their carrying value. The amount by which the carrying value of the assets exceeds their estimated fair value is the impairment amount we recognize. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.

During calendar 2015, the continued decline in oil prices adversely affected oil and gas drilling activity, leading to further reductions in demand and pricing for proppants. This reduction in demand adversely affected performance under our customer contracts for our frac sand business, resulting in the amendment of certain of these contracts. Based on the reduced demand for proppants and the executed and pending amendments to our customer contracts, we concluded that long‒lived asset impairment indicators were present during the quarters ended September 30, 2015 and March 31, 2016 for our customer contract intangible assets. We performed recovery tests to determine if any of the customer contract intangible assets related to our Oil and Gas Proppants business unit were impaired at September 30, 2015, and March 31, 2016. Based on our analysis of the undiscounted cash flows for each of our customer contract intangibles related to our Oil and Gas Proppants business, we concluded that the carrying value of certain customer contract intangible assets exceeded the undiscounted cash flows for the related assets at both September 30, 2015 and March 31, 2016. For those contracts whose carrying value exceeded the undiscounted cash flows, we calculated an estimated fair value of each contract using the weighted-average probable cash flows related to each contract (level 3 inputs), discounted using a weighted-average cost of capital (WACC). The WACC was determined from relevant market comparisons and adjusted for specific risks. This analysis resulted in impairment losses of approximately $28.4 million and $6.6 million for the quarters ended September 30, 2015, and March 31, 2016, respectively, which is included in Cost of Goods Sold in the Consolidated Statement of Earnings for fiscal year 2016. There was no impairment of long-lived and intangible assets during fiscal 2018 and 2017.

Goodwill and Intangible Assets

Goodwill

Goodwill is subject to at least an annual assessment for impairment by applying a fair value–based test. We have elected to test for goodwill impairment in the fourth quarter of each fiscal year. The goodwill impairment test is a two-step process that requires us to make judgments in determining which assumptions to use in the calculation. The first step consists of estimating the fair value of each reporting unit based on a discounted cash flow model using revenue and profit forecasts and comparing those estimated fair values with the carrying value. The second step is performed, if necessary, to compute the amount of the impairment by determining an implied fair value of goodwill. Similar to the review for impairment of other long-lived assets, evaluations for impairment are significantly affected by estimates of future prices for our products, capital needs, economic trends, and other factors.

Intangible Assets

Intangible Assets, including the impact of the impairment charges discussed above, at March 31, 2018 and 2017, consist of the following:

	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

	March 31, 2017
	Amortization Period	Cost		Accumulated Amortization			Net
	(dollars in thousands)
Goodwill and Intangible Assets:
Customer Contracts and Relationships	15 years	$	72,260	$	(56,303	)	$	15,957
Sales Contracts	4 years		2,500		(2,500	)	$	—
Permits	40 years		28,440		(7,262	)	$	21,178
Goodwill			198,370		—		$	198,370
Total Goodwill and Intangible Assets		$	301,570	$	(66,065	)	$	235,505

At March 31, 2018, approximately $1.6 million 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 $4.4 million, $4.8 million, and $12.9 million for the years ended March 31, 2018, 2017, and 2016, respectively. Amortization expense is expected to be approximately $3.2 million for fiscal year 2019, $2.2 million for fiscal year 2020, and $1.7 million for fiscal years 2021, 2022, and 2023.

Other Assets

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

Income Taxes

Income Taxes are accounted for 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. Deferred taxes are recognized 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 August 10, 2015, the Board of Directors authorized the Company to repurchase up to an additional 6,782,700 shares, for a total outstanding authorization of 7,500,000 shares. During fiscal 2018, 2017, and 2016, we repurchased 627,772; 788,800; and 1,894,000 shares, respectively, at average prices of $97.30, $76.08, and $65.24, respectively. Subsequent to March 31, 2018, we repurchased an additional 319,300 shares through May 21, 2018, at an average price per share of $101.39. Including the share repurchases made subsequent to March 31, 2018, we have authorization to repurchase an additional 3,870,128 shares.

Revenue Recognition

Revenue from the sale of cement, concrete and aggregates, gypsum wallboard, recycled paperboard, and oil and gas proppants is recognized when title and ownership are transferred upon shipment to the customer. Freight and delivery charges paid by us for the delivery of goods to our customers is billed to the customer. Fees for shipping and handling that are billed to the customer are recorded as revenue, while costs incurred for shipping and handling are recorded as expenses and included in cost of goods sold. Revenue from transload services and storage is recognized when the product is transferred from the rail car to the truck or silo, or from the silo to the railcar or truck.

Approximately $158.3 million, $138.0 million, and $139.5 million of freight for the years ended March 31, 2018, 2017 and 2016, respectively, were included in both revenue and cost of goods sold in our Consolidated Statement of Earnings.

Other non-operating revenue (loss) 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.

Comprehensive Income/Losses

As of March 31, 2018, we have an accumulated other comprehensive loss of $4.0 million, which is net of income taxes of $1.3 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

Interest payments made during the years ended March 31, 2018, 2017, and 2016 were $28.9 million, $19.0 million, and $16.9 million, respectively.

We made net payments of $69.4 million, $76.1 million, and $63.9 million for federal and state income taxes in the years ended March 31, 2018, 2017, and 2016, respectively.

Statements of Consolidated Earnings – Supplemental Disclosures

Maintenance and repair expenses are included in each segment’s costs and expenses. We incurred $107.3 million, $101.5 million, and $95.1 million in the years ended March 31, 2018, 2017, and 2016, 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 Note (J), Stock Option Plans, for more information.

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

	For the Years Ended March 31,
	2018		2017		2016
	(dollars in thousands)
Operating Units Selling, G&A	$	62,529	$	57,004	$	56,110
Corporate G&A		41,205		33,940		37,193
	$	103,734	$	90,944	$	93,303

Earnings Per Share

	For the Years Ended March 31,
	2018			2017			2016
Weighted-Average Shares of Common Stock Outstanding		48,141,226			47,931,518			49,471,157
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options		1,013,764			1,000,556			1,146,807
Less Shares Repurchased from Proceeds of Assumed Exercised Options		(727,904	)		(726,223	)		(768,886	)
Restricted Stock Units		218,900			155,435			221,751
Weighted-Average Common Stock and Dilutive Securities Outstanding		48,645,986			48,361,286			50,070,829

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

There were 98,362; 513,262; and 688,420 stock options at an average exercise price of $98.75 per share, $80.59 per share, and $80.51 per share, respectively, that were excluded from the computation of diluted earnings per share for the years ended March 31, 2018, 2017, and 2016, 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 2016, the Financial Accounting Standards Board (FASB), issued Accounting Standards Update (ASU) 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which provides for simplification of certain aspects of employee share-based payment accounting, including income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 on April 1, 2017. The new standard provides for changes to accounting for stock compensation, including 1) Excess tax benefits and tax deficiencies related to share-based payment awards will be recognized as income tax benefit or expense in the reporting period during which they occur; 2) Excess tax benefits will be classified as an operating activity in the statement of cash flow; 3) The option to elect estimating forfeitures or accounting for them when they occur; and 4) An increase in the tax withholding requirements threshold to qualify for equity classification. The primary impact of adoption was the recognition of excess tax benefits for our stock awards in the provision for income taxes rather than additional paid-in capital. As provided by the new standard, the Company changed its method of accounting for forfeitures, and will now recognize forfeitures as they occur. This resulted in a reduction of approximately $0.7 million to retained earnings. Additional amendments to the accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings.

Adoption of the new standard resulted in the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital of $4.1 million for fiscal 2018. The presentation of excess tax benefits on stock-based compensation was adopted prospectively within the Consolidated Statements of Cash Flows. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact on any of the periods presented on the unaudited Condensed Consolidated Statements of Cash Flows as the Company has historically presented them as a financing activity.

In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows,” which provides additional guidance on the presentation of restricted cash in the statement of cash flows. Under ASU 2016-18, restricted cash should be included with cash and cash equivalents on the statement of cash flows, instead of being classified as a component of operating or investing cash flows. The Company early adopted this standard on January 1, 2018. There is no impact to previous fiscal years related to the adoption of this standard.

In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows the reclassification from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The ASU also requires companies to disclose their accounting policy for releasing income tax effects from accumulated other comprehensive income. The Company prospectively adopted this standard on March 31, 2018. As a result of the adoption, we reclassified approximately $1.0 million of income tax effect related to the Tax Cuts and Jobs Act from accumulated other comprehensive loss to retained earnings on March 31, 2018.

PENDING ADOPTION

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The standard will be effective for us in the first quarter of fiscal 2019. We will adopt the new standard using the modified retrospective approach, which requires the standard be applied only to the most current period presented, with the cumulative effect of initially applying the standard recognized at the date of initial application. We performed an evaluation of all segments and do not expect the adoption of this standard to materially affect our consolidated financial statements.

In March 2017, the 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 will adopt the standard on April 1, 2018 using the retrospective method for presentation of service cost and other components in the income statement. We will prospectively adopt the requirement to limit the capitalization of benefit cost to the service cost component. The impact of adopting this standard will be a reduction to cost of goods sold and an increase in other expense. Had we adopted this standard on April 1, 2017, our gross profit for fiscal 2018 would have increased by approximately $0.8 million, and other income would have decreased by $0.8 million.

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. This standard is effective for us in the first quarter of fiscal 2021. We will early adopt this standard effective April 1, 2018, and it will be effective for annual goodwill impairment tests in the fourth quarter of fiscal 2019.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which supersedes existing lease guidance to require lessees to recognize 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 standard will be effective for us in the first quarter of fiscal 2020, and we will adopt using the modified retrospective approach. We are currently assessing the impact of the ASU on our consolidated financial statements and disclosures, as well as our internal lease accounting processes.

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.

Acquisition-Related Expense

Acquisition-related expense consists primarily of expenses incurred during the Fairborn Acquisition, as discussed in Footnote (B) to the Consolidated Financial Statements.