Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 04, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'CBPX | ' |
Entity Registrant Name | 'Continental Building Products, Inc. | ' |
Entity Central Index Key | '0001592480 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 44,069,000 |
Consolidated_Successor_Combine
Consolidated (Successor) / Combined (Predecessor) Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Net Sales | $102,915 | $189,888 | $99,679 | $183,129 |
Costs, expenses and other income: | ' | ' | ' | ' |
Cost of goods sold | 82,025 | 155,221 | 73,991 | 139,148 |
Selling and administrative: | ' | ' | ' | ' |
Direct | 8,088 | 15,584 | 6,612 | 13,056 |
Allocated from Lafarge | ' | ' | 1,874 | 3,770 |
Total selling and administrative | 8,088 | 15,584 | 8,486 | 16,826 |
Total costs and operating expenses | 90,113 | 170,805 | 82,477 | 155,974 |
Operating income | 12,802 | 19,083 | 17,202 | 27,155 |
Other (expense) income, net | -144 | -5,330 | -344 | -367 |
Interest expense, net | -5,397 | -19,573 | -69 | -131 |
Income (loss) before earnings (losses) onequity method investment and income tax | 7,261 | -5,820 | 16,789 | 26,657 |
Earnings (losses) from equity method investment | -237 | -237 | 38 | -55 |
Income (loss) before income tax benefit | 7,024 | -6,057 | 16,827 | 26,602 |
Income tax (expense) benefit | -2,357 | 2,101 | -151 | -129 |
Net income (loss) | $4,667 | ($3,956) | $16,676 | $26,473 |
Net loss per share, basic and diluted: | ' | ' | ' | ' |
Basic | $0.11 | ($0.09) | ' | ' |
Diluted | $0.11 | ($0.09) | ' | ' |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 44,069,000 | 41,794,000 | ' | ' |
Diluted | 44,081,253 | 41,794,000 | ' | ' |
Consolidated_Successor_Combine1
Consolidated (Successor) / Combined (Predecessor) Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Net (loss) income | $4,667 | ($3,956) | $16,676 | $26,473 |
Foreign currency translation adjustment | 733 | -108 | 1,464 | 2,502 |
Comprehensive (loss) income | $5,400 | ($4,064) | $18,140 | $28,975 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash | $7,038 | $11,822 |
Receivables, net | 35,867 | 32,328 |
Inventories | 36,594 | 28,120 |
Prepaid and other current assets | 5,642 | 4,523 |
Deferred taxes, current | 10,294 | 2,137 |
Total current assets | 95,435 | 78,930 |
Property, plant and equipment, net | 367,713 | 383,625 |
Customer relationships and other intangibles, net | 117,713 | 126,126 |
Goodwill | 119,945 | 119,945 |
Equity method investment | 11,223 | ' |
Financial interest in Seven Hills | ' | 13,000 |
Debt issuance costs | 9,748 | 17,800 |
Deferred taxes, non-current | 86 | 950 |
Total Assets | 721,863 | 740,376 |
Liabilities and Equity | ' | ' |
Accounts payable | 25,923 | 28,126 |
Accrued and other liabilities | 7,128 | 11,325 |
Notes payable, current portion | 4,150 | 4,150 |
Total current liabilities | 37,201 | 43,601 |
Other long-term liabilities | 5,705 | ' |
Notes payable, non-current portion | 394,601 | 559,924 |
Total liabilities | 437,507 | 603,525 |
Equity | ' | ' |
Common stock | 44 | 32 |
Additional paid-in capital | 286,525 | 134,968 |
Accumulated other comprehensive income (loss) | -362 | -254 |
Accumulated earnings (deficit) | -1,851 | 2,105 |
Total equity | 284,356 | 136,851 |
Total liabilities and equity | $721,863 | $740,376 |
Consolidated_Successor_Combine2
Consolidated (Successor) / Combined (Predecessor) Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Successor [Member] | Predecessor [Member] | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($3,956) | $26,473 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 27,813 | 12,490 |
Amortization of debt issuance costs and debt discount | 7,996 | ' |
Loss (gain) on disposal of property, plant and equipment | ' | -33 |
Loss from equity method investment | 237 | 55 |
Share based compensation | 215 | ' |
Deferred taxes | -1,842 | 136 |
Change in assets and liabilities: | ' | ' |
Receivables | -3,540 | -14,456 |
Inventories | -8,485 | -4,187 |
Prepaid expenses and other current assets | 686 | -1,902 |
Other long-term assets | ' | -2 |
Accounts payable | -2,885 | -438 |
Accrued and other liabilities | -4,193 | -2,803 |
Other long term liabilities | 255 | -98 |
Net cash provided by operating activities | 12,301 | 15,235 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -2,871 | -1,528 |
Distributions from equity method investment | 1,540 | 411 |
Net cash used in investing activities | -1,331 | -1,117 |
Cash flows from financing activities: | ' | ' |
Capital contribution (distribution) from (to) Lafarge NA, net | ' | -14,118 |
Net proceeds from issuance of common stock | 151,354 | ' |
Principal payments for First Lien Credit Agreement | -12,075 | ' |
Repayment of Second Lien Credit Agreement | -155,000 | ' |
Proceeds from revolving credit facility, net | ' | ' |
Net cash used in financing activities | -15,721 | -14,118 |
Effect of foreign exchange rates on cash and cash equivalents | -33 | ' |
Net change in cash and cash equivalents | -4,784 | ' |
Cash, beginning of period | 11,822 | ' |
Cash, end of period | $7,038 | ' |
Background_and_Nature_of_Opera
Background and Nature of Operations | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Background and Nature of Operations | ' |
1. Background and Nature of Operations | |
Description of Business | |
Continental Building Products, Inc. (“CBP”, the “Company”, or the “Successor”) is a Delaware corporation. Prior to the acquisition of the gypsum division of Lafarge North America Inc. (“Lafarge N.A.”) on August 30, 2013, further described below, CBP had no operating activity. The accompanying consolidated financial statements of CBP for the six months ended June 30, 2014 contain activity of the acquired business (the Successor) and the combined financial statements for the six months ended June 30, 2013 include the historical accounts of the gypsum division of Lafarge N.A., Inc. (the “Predecessor”). | |
The Company manufactures gypsum wallboard and related products for commercial and residential buildings and houses. The Company operates a network of three highly efficient wallboard facilities, all located in the eastern United States and produces joint compound at one plant in the United States and at another plant in Canada. | |
The Acquisition | |
On June 24, 2013, Lone Star Funds (“Lone Star”) entered into a definitive agreement with Lafarge N.A. to purchase the assets of its North American gypsum division for an aggregate purchase price of approximately $703.1 million (the “Acquisition”) in cash. The closing of the Acquisition occurred on August 30, 2013. | |
Initial Public Offering | |
On February 10, 2014, the Company completed the initial public offering of 11,765,000 shares of its common stock at an offering price of $14.00 per share (the “Initial Public Offering). Net proceeds from the Initial Public Offering after underwriting discounts and commissions, but before other closing costs, were approximately $154 million. The net proceeds were used to pay a $2 million one-time payment to Lone Star in consideration for the termination of the Company’s asset advisory agreement with affiliates of Lone Star (See Note 10, Related Party Transactions). The remaining $152 million of net proceeds and cash on hand of $6.1 million were used to repay the $155 million Second Lien Term Loan in full along with a prepayment premium of $3.1 million (See Note 13, Debt). In expectation of the Initial Public Offering, on February 3, 2014, the Company effected a 32,304 for one stock split of its common stock. The Company’s common stock trades on the New York Stock Exchange under the symbol “CBPX”. |
Significant_Accounting_Policie
Significant Accounting Policies | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies | ' | ||||||||
2. Significant Accounting Policies | |||||||||
Basis of Presentation—Successor | |||||||||
The accompanying consolidated financial statements for CBP have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated. | |||||||||
The Company’s financial statements reflect the Acquisition which was accounted for as a business combination. The following table summarizes the finalized fair values of the assets acquired and liabilities assumed at the Acquisition date. | |||||||||
(in thousands) | |||||||||
Total current assets | $ | 70,371 | |||||||
Property, plant and equipment | 392,809 | ||||||||
Financial interest in Seven Hills JV | 13,000 | ||||||||
Trademarks | 15,000 | ||||||||
Customer Relationships | 118,000 | ||||||||
Goodwill | 119,945 | ||||||||
Total current liabilities | (25,984 | ) | |||||||
Total purchase price | $ | 703,141 | |||||||
The fair value of accounts receivables acquired was $31.9 million (included in total current assets above), with the gross contractual amount being $33.3 million. The Company expects $1.4 million to be uncollectible. The total purchase price remained the same as the one previously provided for the year-ended December 31, 2013. | |||||||||
There were no loss contingencies identified as part of the Acquisition. | |||||||||
The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of the Company. These come from the synergies that are obtained in operating the plants as part of a network, versus individually, and from an experienced employee base skilled at managing a process-driven manufacturing environment. The Company expects the goodwill will be deductible for income tax purposes. | |||||||||
Basis of Presentation—Predecessor | |||||||||
The accompanying combined financial statements for the Predecessor have been prepared in accordance with U.S. GAAP. | |||||||||
The Predecessor financial statements have been derived from the consolidated financial statements and accounting records of Lafarge N.A. using the historical results of operations and historical cost basis of the assets and liabilities of Lafarge N.A. that comprise the business acquired. These Predecessor financial statements have been prepared to demonstrate the historical results of operations, financial position, and cash flows for the indicated periods under Lafarge N.A.’s management that were acquired by CBP. All intercompany balances and transactions have been eliminated. Transactions and balances between the Predecessor and Lafarge N.A. and its subsidiaries are reflected as related party transactions within these financial statements. | |||||||||
The accompanying Predecessor combined financial statements include the assets, liabilities, revenues and expenses that are specifically identifiable to the acquired business and reflect all costs of doing business related to their operations, including expenses incurred by other entities on the Predecessor’s behalf. In addition, certain costs related to the Predecessor have been allocated from Lafarge N.A. Those allocations are derived from multiple levels of the organization including shared corporate expenses from Lafarge N.A. and fees from Lafarge N.A.’s parent company related to certain service and support functions. The costs associated with these services and support functions (indirect costs) have been allocated to the Predecessor using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount, or proportionate direct labor costs compared to Lafarge N.A. and/or its subsidiaries. These allocated costs are primarily related to corporate administrative expenses, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in the Predecessor financial statements on a separate return basis as described in Note 8, Income Taxes. | |||||||||
The Predecessor utilized Lafarge N.A.’s centralized processes and systems for cash management, payroll, and purchasing. As a result, all cash received by the Predecessor was deposited in and commingled with Lafarge N.A.’s general corporate funds and was not specifically allocated to the Predecessor. The net results of these cash transactions between the Predecessor and Lafarge N.A. are reflected within “Net capital contributions to Lafarge N.A.” in the accompanying Combined Statement of Cash Flows. | |||||||||
Management believes the assumptions and allocations underlying the Predecessor combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessor during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Predecessor been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Predecessor’s separation from Lafarge N.A. have included and will include costs and expenses incurred by the Company that may be materially different than the Predecessor’s historical results of operations. Accordingly, the financial statements for these periods under the Predecessor are not indicative of the Company’s future results of operations, financial position and cash flows. | |||||||||
Basis of Presentation for Interim Periods | |||||||||
Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. Management believes that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position of CBP and the Predecessor and results of operations and cash flows for the periods presented. | |||||||||
The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. Seasonal changes and other conditions can affect the sales volumes of the Company’s products. Therefore, the financial results for any interim period do not necessarily indicate the expected results for the year. | |||||||||
The financial statements should be read in conjunction with CBP’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2013 included in CBP’s Annual Report on Form 10-K for the fiscal year then-ended. The Company has continued to follow the accounting policies set forth in those financial statements. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers. ASU 2014-09 will be effective for the Company in the first quarter of 2017 and requires retroactive application on either a full or modified basis. Early application is not permitted. The Company is currently evaluating ASU 2014-09 to determine its impact on its consolidated financial statements and disclosures. | |||||||||
Earnings (Loss) Per Share | |||||||||
Basic earnings and loss per share are based on the weighted average number of shares of common stock outstanding assuming the 32,304 for one stock split occurred as of January 1, 2014 and the issuance of 11,765,000 new shares on February 10, 2014 in connection with the Initial Public Offering. Diluted earnings and loss per share are based on the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding restricted stock and stock options. Due to the net loss for the six months ended June 30, 2014, six thousand options and restricted shares were excluded as their effect would be anti-dilutive. | |||||||||
Earnings (Loss) Per Share | |||||||||
(in thousands, except per share data) | Three Months | Six Months | |||||||
Ended | Ended | ||||||||
June 30, 2014 | June 30, 2014 | ||||||||
Net income (loss) | $ | 4,667 | $ | (3,956 | ) | ||||
Average number of common shares | 44,069 | 41,794 | |||||||
Dilutive restricted stock and stock options | 12 | — | |||||||
Average diluted common shares | 44,081 | 41,794 | |||||||
Basic earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) | ||||
Diluted earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) |
Receivables
Receivables | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Receivables | ' | ||||||||
3. Receivables | |||||||||
Receivables consist of the following: | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade receivables | $ | 37,644 | $ | 34,065 | |||||
Total allowances | ($ | 1,777 | ) | ($ | 1,737 | ) | |||
Total receivables, net | $ | 35,867 | $ | 32,328 | |||||
Trade receivables are recorded net of credit memos issued during the normal course of business. |
Inventories
Inventories | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. Inventories | |||||||||
Inventories consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished Products | $ | 9,549 | $ | 3,841 | |||||
Raw Materials | 18,844 | 16,505 | |||||||
Supplies and other | 8,201 | 7,774 | |||||||
Total Inventories | $ | 36,594 | $ | 28,120 | |||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
5. Property, Plant and Equipment | |||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 12,932 | $ | 12,933 | |||||
Buildings | 109,730 | 108,737 | |||||||
Plant machinery | 267,783 | 267,146 | |||||||
Mobile equipment | 2,990 | 2,990 | |||||||
Construction in progress | 3,636 | 3,554 | |||||||
Property, plant and equipment, at cost | 397,071 | 395,360 | |||||||
Accumulated depreciation | (29,358 | ) | (11,735 | ) | |||||
Total property, plant and equipment, net | $ | 367,713 | $ | 383,625 | |||||
Depreciation expense was $8.8 million for the three months ended June 30, 2014 (Successor), $17.6 million for the six months ended June 30, 2014 (Successor), $6.0 million for the three months ended June 30, 2013 (Predecessor), and $11.9 million for the six months ended June 30, 2013 (Predecessor). |
Software_and_Other_Intangibles
Software and Other Intangibles | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Software and Other Intangibles | ' | ||||||||
6. Software and Other Intangibles | |||||||||
Customer relationships and other intangibles consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer relationships | $ | 117,886 | $ | 117,919 | |||||
Purchased and internally developed software | 1,830 | 11 | |||||||
Trademarks | 14,986 | 14,990 | |||||||
Customer relationships and other intangibles, at cost | 134,702 | 132,920 | |||||||
Accumulated amortization | (16,989 | ) | (6,794 | ) | |||||
Customer relationships and other intangibles, net | $ | 117,713 | $ | 126,126 | |||||
Amortization expense was $5.1 million for the three months ended June 30, 2014 (Successor), $10.2 million for the six months ended June 30, 2014 (Successor), $ 0.3 million for the three months ended June 30, 2013 (Predecessor), and $0.6 million for the six months ended June 30, 2013 (Predecessor). | |||||||||
Amortization of customer relationships is done over a 15-year period using an accelerated method that reflects the expected future cash flows from the acquired customer-related intangible asset. Trademarks are amortized on a straight-line basis over the estimated useful life of 15 years. | |||||||||
Amortization expense related to capitalized software was $0.01 million for the six months ended June 30, 2014 (Successor) and $0.2 million for the six months ended June 30, 2013 (Predecessor). CBP did not acquire capitalized software as part of the Acquisition, and has incurred approximately $1.8 million for the six months ended June 30, 2014 (Successor) related to internal-use software costs that are capitalizable. |
Accrued_and_Other_Liabilities
Accrued and Other Liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued and Other Liabilities | ' | ||||||||
7. Accrued and Other Liabilities | |||||||||
Accrued and other liabilities consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Vacation and other employee-related costs | $ | 4,603 | $ | 2,948 | |||||
VAT taxes | 1,443 | 942 | |||||||
Income taxes | 101 | 4,197 | |||||||
Other | 981 | 3,238 | |||||||
Total accrued and other liabilities | $ | 7,128 | $ | 11,325 | |||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
8. Income Taxes | |
The Predecessor’s operations were included in Lafarge N.A.’s combined U.S. Federal and state income tax returns. In addition, the Canadian Predecessor operations were included in Lafarge N.A.’s Canadian Federal and provincial income tax returns. The provisions for income taxes in the Predecessor financial statements have been determined on a separate return basis as if the Company filed its own tax returns. The income tax benefits related to net operating losses that have been utilized by Lafarge N.A. are reflected in the Predecessor financial statements as a distribution to Lafarge N.A. Management considered and weighed the available evidence, both positive and negative, to determine whether it is more-likely-than-not that some portion, or all, of the Predecessor’s deferred tax assets will not be realized. Given the losses of the Predecessor in the years prior to the Acquisition, the Predecessor established a valuation allowance relating to a portion of the deferred tax assets in the Predecessor financial statements. None of the net operating loss carry-forward carried forward to CBP as of the Acquisition date. The Company has not recorded a valuation allowance at June 30, 2014, as management concluded realization of the deferred tax assets was more likely than not. The Company’s projected estimated effective tax rate for the 2014 calendar year is approximately 34% and for the six months ended June 30, 2014 the Company did not recognize any discrete tax items. | |
The Company is subject to audit examinations at federal, state and local levels by tax authorities in those jurisdictions. In addition, the Canadian operations are subject to audit examinations at federal and provincial levels by tax authorities in those jurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty. The Company has not identified any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of the uncertain tax position guidance. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||||||||||||||
9. Commitments and Contingencies | |||||||||||||||||||||||||||||
The Company leases certain buildings and equipment. The Company’s facility and equipment leases may provide for escalations of rent or rent abatements and payment of pro rata portions of building operating expenses. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. During the three months ended June 30, 2014 (Successor), six months ended June 30, 2014 (Successor), three months ended June 30, 2013 (Predecessor), and six months ended June 30, 2013 (Predecessor), total expenses under operating leases were $1.2 million, $2.5 million, $1.9 million, and $3.8 million, respectively. The Company also has noncapital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. | |||||||||||||||||||||||||||||
The table below shows the future minimum lease payments due under non-cancelable operating leases and purchase commitments at June 30, 2014 (in thousands): | |||||||||||||||||||||||||||||
Total | Remaining | 2015 | 2016 | 2017 | 2018 | After | |||||||||||||||||||||||
2014 | 2018 | ||||||||||||||||||||||||||||
Operating Leases (1) | $ | 4,900 | $ | 438 | $ | 1,082 | $ | 632 | $ | 637 | $ | 616 | $ | 1,495 | |||||||||||||||
Purchase Commitments | 185,239 | 19,495 | 32,507 | 30,717 | 20,957 | 18,060 | 63,503 | ||||||||||||||||||||||
Total Commitments | $ | 190,139 | $ | 19,933 | $ | 33,589 | $ | 31,349 | $ | 21,594 | $ | 18,676 | $ | 64,998 | |||||||||||||||
-1 | Future minimum lease payments over the non-cancelable lease terms of the operating leases. | ||||||||||||||||||||||||||||
Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. At June 30, 2014 and December 31, 2013 the Company had outstanding letters of credit of approximately $4.2 million and $2.4 million, respectively. | |||||||||||||||||||||||||||||
In the ordinary course of business, the Company executes contracts involving indemnifications standard in the industry. These indemnifications might include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, it is the opinion of management that these guarantees and indemnifications are not expected to have a materially adverse effect on the Company’s financial condition, results of operations or liquidity. | |||||||||||||||||||||||||||||
In the ordinary course of business, the Company is involved in certain legal actions and claims, including proceedings under laws and regulations relating to environmental and other matters. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the total liability for these legal actions and claims cannot be determined with certainty. When the Company determines that it is probable that a liability for environmental matters, legal actions or other contingencies has been incurred and the amount of the loss is reasonably estimable, an estimate of the costs to be incurred is recorded as a liability in the financial statements. As of June 30, 2014 and December 31, 2013, such liabilities were not material to the Company’s financial statements. While management believes its accruals for such liabilities are adequate, the Company may incur costs in excess of the amounts provided. Although the ultimate amount of liability that may result from these matters or actions is not ascertainable, the Company believes that any amounts exceeding the recorded accruals will not materially affect its financial condition. | |||||||||||||||||||||||||||||
Following the Acquisition, the Company’s sole membership interest holder, LSF8 Gypsum Holdings, L.P., an affiliate of Lone Star and the Company’s current majority stockholder, implemented a cash-based long term incentive plan (the “LTIP”), in which participants have the potential to earn a cash payout upon a monetization event (as defined in the LTIP). Potential monetization events include the sale of the Company, a public offering where the sponsor reduces its interest to below 50% or at the sponsor’s discretion, or through certain cash distributions as defined in the LTIP. At June 30, 2014, no such monetization events had occurred, and therefore no amounts were accrued in the accompanying balance sheet as of June 30, 2014. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
10. Related Party Transactions | |
Allocated Expenses | |
The Predecessor has been allocated selling and administrative expenses from Lafarge N.A. of $1.9 million and $3.8 million for the three and six months ended June 30, 2013, respectively. These costs from Lafarge N.A. had been derived from multiple levels of the organization including shared corporate expenses and fees from the parent of Lafarge N.A. These allocated costs were primarily related to corporate administrative expenses and reorganization costs, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. The costs associated with these services and support functions (indirect costs) have been allocated to the Predecessor using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount or proportionate direct labor costs of the Predecessor compared to Lafarge N.A. and/or its subsidiaries. | |
In addition to the allocated selling and administrative expenses noted above, the Predecessor recorded approximately $2.8 million and $5.7 million for the three and six months ended June 30, 2013, respectively, in pension and other post-retirement benefits expense related to its employees, which has been reflected within “Costs of goods sold” and “Selling and administrative” in the accompanying Combined Statements of Operations of the Predecessor. The Predecessor’s salaried employees and union hourly employees participated in defined benefit pension plans sponsored by Lafarge N.A. These plans include other Lafarge N.A. employees that are not employees of the Predecessor. Lafarge N.A. also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Predecessor. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 55 or later. Benefits, eligibility and cost-sharing provisions for hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, copayment and payments made by government programs and other group coverage. The related pension and post-retirement benefit liability has not been allocated to the Predecessor and has not been presented in the accompanying Predecessor balance sheet since the obligation remained a liability of Lafarge N.A. The Successor does not have any defined benefit pension or postretirement benefit plans in place. | |
Management believes the assumptions and allocations underlying the combined Predecessor financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessor during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Predecessor been an entity that operated independently of Lafarge N.A. Consequently, results of operations after the Predecessor’s separation from Lafarge N.A. have included and will include costs and expenses that may be materially different than the Predecessor’s historical results of operations. Accordingly, the financial statements for these periods are not indicative of the future results of operations, financial position and cash flows. | |
Other | |
Since the Acquisition, the Company is no longer part of the Lafarge N.A. organization but does have a Transition Services Agreement to help with certain ongoing back-office functions. These functions include, among others, accounting, treasury, tax, and information technology services. Starting in September 2013, the Company paid Lafarge N.A. a fee for these services of $119,000 per month that escalated to $129,700 per month in 2014. Most of these services are available through February 2015, but can be discontinued earlier by the Company. | |
On August 30, 2013, the Company entered into an advisory agreement with an affiliate of Lone Star to provide certain management oversight services to the Company, including assistance and advice on strategic plans, obtaining and maintaining certain legal documents, and communicating and coordinating with service providers. The Company paid 110% of actual costs for the services provided and as of December 31, 2013, the Company owed $0.2 million under this agreement. The agreement was terminated upon the closing of the Initial Public Offering and in connection therewith, the Company paid a termination fee of $2.0 million that is included in non-operating expense. |
Investment_in_Seven_Hills
Investment in Seven Hills | 6 Months Ended |
Jun. 30, 2014 | |
Investments Schedule [Abstract] | ' |
Investment in Seven Hills | ' |
11. Investment in Seven Hills | |
The Predecessor was a party with an unaffiliated third-party to a paperboard liner venture named Seven Hills, LLC (“Seven Hills”). This venture provided the Predecessor with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements. For the Predecessor financial statements, management evaluated the characteristics of its investment in Seven Hills and concluded that Seven Hills would be deemed a variable interest entity (“VIE”) as there was not sufficient equity at risk in Seven Hills. Management also considered certain characteristics related to control and the power to direct the activities of Seven Hills that most significantly impact Seven Hills’ economic performance, including the significant decisions made by the Managing Board and the involvement of the other investor in managing the day-to-day activities. Management concluded the Predecessor was not the primary beneficiary. Accordingly, the Predecessor accounted for its investment in Seven Hills under the equity method of accounting. | |
From the closing of the Acquisition through March 13, 2014, the venture equity ownership remained with Lafarge N.A., although many of the rights and obligations and underlying economics were contractually transferred to the Company in connection with the Acquisition. Based on the allocation of the purchase price paid in the Acquisition, $13.0 million related to the financial interest in the Seven Hills venture has been recorded and represents the fair value of the rights retained by the Company after the Acquisition. In the Successor financial statements, the Company elected the option to account for this financial interest at fair value with changes in fair value reflected in earnings during the period in which they occur. The Company elected to measure this financial interest at fair value, as permitted under FASB Accounting Standards Codification (“ASC”) 825, Financial Instruments, to better reflect the expected future benefit of the acquired financial interest. | |
On March 13, 2014, Lafarge N.A. assigned its interest in the joint venture and the joint venture agreement and the other operative agreements to the Company under the same terms and conditions as existed prior to the Acquisition. As such, at this date of transfer the Company measured the investment at fair value and began accounting for this investment in Seven Hills under the equity method of accounting. | |
Paperboard purchased from Seven Hills was $12.0 million and $13.1 million for the three months ended June 30, 2014 (Successor) and June 30, 2013 (Predecessor), respectively. Paperboard purchased from Seven Hills was $24.9 million and $23.9 million for the six months ended June 30, 2014 (Successor) and June 30, 2013 (Predecessor), respectively. The Company also has certain paper purchase commitments to Seven Hills totaling $36.3 million through 2017. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Fair Value Disclosures [Abstract] | ' | |||
Fair Value Measurements | ' | |||
12. Fair Value Measurements | ||||
U.S. GAAP provides a framework for measuring fair value, establishes a fair value hierarchy of the valuation techniques used to measure the fair value and requires certain disclosures relating to fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in a market with sufficient activity. | ||||
The three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value is as follows: | ||||
• | Level 1—Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that a Company has the ability to access; | |||
• | Level 2—Inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and | |||
• | Level 3—Unobservable inputs for the asset or liability which is typically based on an entity’s own assumptions when there is little, if any, related market data available. | |||
The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by the Company. The fair values of receivables, accounts payable, accrued costs and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments. | ||||
The Company estimates the fair value of its debt by discounting the future cash flows of each instrument using estimated market rates of debt instruments with similar maturities and credit profiles. These inputs are classified as Level 3 within the fair value hierarchy. As of June 30, 2014, the carrying value reported in the consolidated balance sheet for the Company’s notes payable approximated its fair value. | ||||
The only assets or liabilities the Company had at June 30, 2014 that will be recorded at fair value on a recurring basis is the interest rate cap that the Company entered into on March 31, 2014 and had a fair value of $0.1 million as of June 30, 2014 (see Note 13, Debt). This is classified within Level 2 of the fair value hierarchy as it is valued using third party pricing models which contain inputs that are derived from observable market data. | ||||
Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. These items are recognized at fair value when they are considered to be impaired. | ||||
There were no fair value adjustments for assets and liabilities measured on a non-recurring basis. The Company discloses fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. |
Debt
Debt | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
13. Debt | |||||||||
Debt consists of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
First Lien Credit Agreement | $ | 401,888 | $ | 413,962 | |||||
Second Lien Credit Agreement | — | 155,000 | |||||||
Borrowings under First Lien Credit Agreement Revolver | — | — | |||||||
Less: Original issue discount (net of amortization) | (3,137 | ) | (4,888 | ) | |||||
Total debt | $ | 398,751 | $ | 564,074 | |||||
Less: Current portion of long-term debt | (4,150 | ) | (4,150 | ) | |||||
Long-term debt | $ | 394,601 | $ | 559,924 | |||||
On August 30, 2013, the Company and its subsidiary Continental Building Products Operating Company, LLC (“OpCo”) entered into a first lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent (as amended on December 2, 2013, the “First Lien Credit Agreement”). The First Lien Credit Agreement provides OpCo a term loan facility of $415.0 million and a U.S. dollar revolving loan facility of $40.0 million and a Canadian dollar and/or U.S. dollar revolving facility of $10.0 million (such aggregate $50.0 million revolving facilities together, the “Revolver”), which may be borrowed by OpCo or by its subsidiary, Continental Building Products Canada Inc. in Canadian dollars or U.S. dollars. | |||||||||
On August 30, 2013, the Company and OpCo entered into a second lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent (as amended on December 2, 2013, the “Second Lien Credit Agreement”). The Second Lien Credit Agreement provided OpCo a term loan facility of $155.0 million (the “Second Lien Term Loan”). | |||||||||
On February 10, 2014, the Company completed the Initial Public Offering and used $152 million of net proceeds from the Initial Public Offering and cash on hand of $6.1 million to repay the $155 million Second Lien Term Loan in full along with a prepayment premium of $3.1 million. The $3.1 million prepayment premium was recorded in other (expense) income. The prepayment of the Second Lien Term Loan also resulted in the write-off of $6.9 million in original issue discount and deferred financing fees that were recorded in interest expense. | |||||||||
Interest under the First Lien Credit Agreement is floating. The interest rate spread over LIBOR, which has a 1% floor, was reduced by 50 basis points in May 2014, from 3.75% to 3.25%, as a result of the Company achieving a total leverage ratio of less than a specified amount (four times net debt to the trailing twelve months adjusted earnings before interest, depreciation and amortization as of March 31, 2014, as calculated pursuant to the First Lien Credit Agreement). This reduced interest rate for the First Lien Credit Agreement will be in effect for as long as the leverage ratio, as calculated pursuant to the First Lien Credit Agreement, remains below four. The margin applicable to the borrowing may be further reduced by 0.25% to 3.00% if the Company achieves certain credit ratings by Moody’s and S&P. | |||||||||
The First Lien Credit Agreement is secured by the underlying property and equipment of the Company and has principal payments of $1,037,500 that are due quarterly with a final payment of $377.0 million due on August 28, 2020. The annual effective interest rate on the First Lien Credit Agreement including original issue discount and amortization of debt issuance costs was 4.89% at June 30, 2014. | |||||||||
There were no amounts outstanding under the Revolver as of June 30, 2014. The interest rate on amounts outstanding under the Revolver is floating, based on LIBOR (with a floor of 1%), plus 300 basis points. In addition, CBP pays a facility fee of 50 basis points per annum on the total Revolver. Availability under the Revolver, based on draws and outstanding letters of credit and that there are no violations of covenants, was $45.8 million at June 30, 2014. | |||||||||
Total cash interest paid for the three and six months ended June 30, 2014 (Successor) was $4.8 million and $11.4 million, respectively. No significant amounts of interest were paid by the Predecessor in the prior period. | |||||||||
The table below shows the future minimum principal payments due under the First Lien Credit Agreement. | |||||||||
Amount Due | |||||||||
in thousands | |||||||||
Remaining 2014 | $ | 2,075 | |||||||
2015 | 4,150 | ||||||||
2016 | 4,150 | ||||||||
2017 | 4,150 | ||||||||
2018 | 4,150 | ||||||||
Thereafter | 383,213 | ||||||||
Under the terms of the First Lien Credit Agreement, the Company is required to comply with certain covenants, including among others, the limitation of indebtedness, limitation on liens, and limitations on certain cash distributions. One single financial covenant governs all of the Company’s debt and only applies if the outstanding borrowings of the Revolver plus outstanding letters of credit are greater than $12.5 million as of the end of the quarter. The financial covenant is a total leverage ratio calculation, in which total debt less outstanding cash is divided by adjusted earnings before interest, depreciation and amortization and which would require a leverage ratio below 6.75 as of June 30, 2014. As the sum of outstanding borrowings under the Revolver and outstanding letters of credit were less than $12.5 million at June 30, 2014, the financial covenant was not applicable for the quarter. | |||||||||
At June 30, 2014, the Company has an interest rate cap on three month US Dollar LIBOR of 2% for a notional amount of $205.9 million, representing 51% of the principal amount outstanding under the First Lien Credit Agreement as of June 30, 2014. The notional amount of the interest rate cap declines by $0.5 million each quarter through December 31, 2015, representing one-half of the mandatory quarterly principal amounts owed under the First Lien Credit Agreement. The objective of the hedge is to protect the cash flows for a portion of the First Lien Credit Agreement from adverse extreme market interest rate changes through March 31, 2016. Changes in the fair value of the interest rate cap are expected to be perfectly effective in offsetting the changes in cash flow of interest payments attributable to fluctuations for three month U.S. Dollar LIBOR interest rates above 2%. The hedge is being accounted for as a cash flow hedge. Changes in the time value of the hedge will be reflected directly in earnings through “other income / expense” in non-operating income and were $0.1 million for the three months ended June 30, 2014 (Successor). The fair value of the time value of the interest rate cap of $0.1 million is recorded in other current assets as of June 30, 2014. |
Segment_Reporting
Segment Reporting | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Segment Reporting | ' | ||||||||||||||||||||
14. Segment Reporting | |||||||||||||||||||||
Segment information is presented in accordance with FASB ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. The Company’s and Predecessor’s primary reportable segment is wallboard which represents approximately 96% of the revenues of the Company and Predecessor. This segment produces wallboard for the commercial and residential construction sectors. The Company also operates other business activities, primarily finishing products, which complement the Company’s full range of wallboard products. | |||||||||||||||||||||
Revenues from the major products sold to external customers include gypsum wallboard and finishing products. | |||||||||||||||||||||
The Company’s and Predecessor’s two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets. | |||||||||||||||||||||
The Company and Predecessor evaluate operating performance based on profit or loss from operations before certain adjustments as shown below. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. The Company did not provide asset information by segment as the Company’s chief operating decision maker does not use such information for purposes of allocating resources and assessing segment performance. | |||||||||||||||||||||
Reportable segment information consists of the following (in thousands): | |||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||
Three Months | Three Months | Six Months | Six Months | ||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||
June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | ||||||||||||||||||
Net Sales: | |||||||||||||||||||||
Wallboard | $ | 99,222 | $ | 95,219 | $ | 182,140 | $ | 173,909 | |||||||||||||
Other | 3,693 | 4,460 | 7,748 | 9,220 | |||||||||||||||||
Total net sales | $ | 102,915 | $ | 99,679 | $ | 189,888 | $ | 183,129 | |||||||||||||
Operating income (loss): | |||||||||||||||||||||
Wallboard | $ | 12,984 | $ | 17,173 | $ | 19,340 | $ | 27,054 | |||||||||||||
Other | (182 | ) | 29 | (257 | ) | 101 | |||||||||||||||
Adjustments: | |||||||||||||||||||||
Interest Expense | (5,397 | ) | (69 | ) | (19,573 | ) | (131 | ) | |||||||||||||
Gain (loss) from Equity Investment | (237 | ) | 38 | (237 | ) | (55 | ) | ||||||||||||||
Other non-operating expenses | (144 | ) | (344 | ) | (5,330 | ) | (367 | ) | |||||||||||||
Income (loss) before income tax benefit | $ | 7,024 | $ | 16,827 | $ | (6,057 | ) | $ | 26,602 | ||||||||||||
Depreciation and Amortization | |||||||||||||||||||||
Wallboard | $ | 13,629 | $ | 5,941 | $ | 27,212 | $ | 11,875 | |||||||||||||
Other | 301 | 307 | 601 | 615 | |||||||||||||||||
Total depreciation and amortization | $ | 13,930 | $ | 6,248 | $ | 27,813 | $ | 12,490 | |||||||||||||
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Share-Based Compensation | ' |
15. Share-Based Compensation | |
In conjunction with the Initial Public Offering, the Company granted employees 142,000 stock options and 75,000 shares of restricted stock that vest over four years. The fair value of stock options was determined using the Black Scholes option pricing model with the following assumptions: (a) a risk free interest rate assumption of 2.15%, based on the U.S. Treasury yield curve in effect; (b) a dividend yield of 0% as the Company currently has no plans to pay a dividend; (c) a volatility assumption of 50.34%, based on historical volatilities of comparable publicly traded companies, and (d) an expected life of 6.25 years based on the assumption that the options will be exercised evenly from time of vesting to the expiration date. Compensation expense of $0.1 million was recorded for share-based awards for the three months ended June 30, 2014 and $0.2 million for the six months ended June 30, 2014. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers. ASU 2014-09 will be effective for the Company in the first quarter of 2017 and requires retroactive application on either a full or modified basis. Early application is not permitted. The Company is currently evaluating ASU 2014-09 to determine its impact on its consolidated financial statements and disclosures. | |||||||||
Earnings (Loss) Per Share | ' | ||||||||
Earnings (Loss) Per Share | |||||||||
Basic earnings and loss per share are based on the weighted average number of shares of common stock outstanding assuming the 32,304 for one stock split occurred as of January 1, 2014 and the issuance of 11,765,000 new shares on February 10, 2014 in connection with the Initial Public Offering. Diluted earnings and loss per share are based on the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding restricted stock and stock options. Due to the net loss for the six months ended June 30, 2014, six thousand options and restricted shares were excluded as their effect would be anti-dilutive. | |||||||||
Earnings (Loss) Per Share | |||||||||
(in thousands, except per share data) | Three Months | Six Months | |||||||
Ended | Ended | ||||||||
June 30, 2014 | June 30, 2014 | ||||||||
Net income (loss) | $ | 4,667 | $ | (3,956 | ) | ||||
Average number of common shares | 44,069 | 41,794 | |||||||
Dilutive restricted stock and stock options | 12 | — | |||||||
Average diluted common shares | 44,081 | 41,794 | |||||||
Basic earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) | ||||
Diluted earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) | ||||
Predecessor [Member] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation—Predecessor | |||||||||
The accompanying combined financial statements for the Predecessor have been prepared in accordance with U.S. GAAP. | |||||||||
The Predecessor financial statements have been derived from the consolidated financial statements and accounting records of Lafarge N.A. using the historical results of operations and historical cost basis of the assets and liabilities of Lafarge N.A. that comprise the business acquired. These Predecessor financial statements have been prepared to demonstrate the historical results of operations, financial position, and cash flows for the indicated periods under Lafarge N.A.’s management that were acquired by CBP. All intercompany balances and transactions have been eliminated. Transactions and balances between the Predecessor and Lafarge N.A. and its subsidiaries are reflected as related party transactions within these financial statements. | |||||||||
The accompanying Predecessor combined financial statements include the assets, liabilities, revenues and expenses that are specifically identifiable to the acquired business and reflect all costs of doing business related to their operations, including expenses incurred by other entities on the Predecessor’s behalf. In addition, certain costs related to the Predecessor have been allocated from Lafarge N.A. Those allocations are derived from multiple levels of the organization including shared corporate expenses from Lafarge N.A. and fees from Lafarge N.A.’s parent company related to certain service and support functions. The costs associated with these services and support functions (indirect costs) have been allocated to the Predecessor using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount, or proportionate direct labor costs compared to Lafarge N.A. and/or its subsidiaries. These allocated costs are primarily related to corporate administrative expenses, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in the Predecessor financial statements on a separate return basis as described in Note 8, Income Taxes. | |||||||||
The Predecessor utilized Lafarge N.A.’s centralized processes and systems for cash management, payroll, and purchasing. As a result, all cash received by the Predecessor was deposited in and commingled with Lafarge N.A.’s general corporate funds and was not specifically allocated to the Predecessor. The net results of these cash transactions between the Predecessor and Lafarge N.A. are reflected within “Net capital contributions to Lafarge N.A.” in the accompanying Combined Statement of Cash Flows. | |||||||||
Management believes the assumptions and allocations underlying the Predecessor combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessor during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Predecessor been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Predecessor’s separation from Lafarge N.A. have included and will include costs and expenses incurred by the Company that may be materially different than the Predecessor’s historical results of operations. Accordingly, the financial statements for these periods under the Predecessor are not indicative of the Company’s future results of operations, financial position and cash flows. | |||||||||
Interim Period [Member] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation for Interim Periods | |||||||||
Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. Management believes that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position of CBP and the Predecessor and results of operations and cash flows for the periods presented. | |||||||||
The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. Seasonal changes and other conditions can affect the sales volumes of the Company’s products. Therefore, the financial results for any interim period do not necessarily indicate the expected results for the year. | |||||||||
The financial statements should be read in conjunction with CBP’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2013 included in CBP’s Annual Report on Form 10-K for the fiscal year then-ended. The Company has continued to follow the accounting policies set forth in those financial statements. | |||||||||
Successor [Member] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation—Successor | |||||||||
The accompanying consolidated financial statements for CBP have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated. | |||||||||
The Company’s financial statements reflect the Acquisition which was accounted for as a business combination. The following table summarizes the finalized fair values of the assets acquired and liabilities assumed at the Acquisition date. | |||||||||
(in thousands) | |||||||||
Total current assets | $ | 70,371 | |||||||
Property, plant and equipment | 392,809 | ||||||||
Financial interest in Seven Hills JV | 13,000 | ||||||||
Trademarks | 15,000 | ||||||||
Customer Relationships | 118,000 | ||||||||
Goodwill | 119,945 | ||||||||
Total current liabilities | (25,984 | ) | |||||||
Total purchase price | $ | 703,141 | |||||||
The fair value of accounts receivables acquired was $31.9 million (included in total current assets above), with the gross contractual amount being $33.3 million. The Company expects $1.4 million to be uncollectible. The total purchase price remained the same as the one previously provided for the year-ended December 31, 2013. | |||||||||
There were no loss contingencies identified as part of the Acquisition. | |||||||||
The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of the Company. These come from the synergies that are obtained in operating the plants as part of a network, versus individually, and from an experienced employee base skilled at managing a process-driven manufacturing environment. The Company expects the goodwill will be deductible for income tax purposes. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Finalized Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date | ' | ||||||||
The following table summarizes the finalized fair values of the assets acquired and liabilities assumed at the Acquisition date. | |||||||||
(in thousands) | |||||||||
Total current assets | $ | 70,371 | |||||||
Property, plant and equipment | 392,809 | ||||||||
Financial interest in Seven Hills JV | 13,000 | ||||||||
Trademarks | 15,000 | ||||||||
Customer Relationships | 118,000 | ||||||||
Goodwill | 119,945 | ||||||||
Total current liabilities | (25,984 | ) | |||||||
Total purchase price | $ | 703,141 | |||||||
Schedule of Earnings (Loss) Per Share | ' | ||||||||
Earnings (Loss) Per Share | |||||||||
(in thousands, except per share data) | Three Months | Six Months | |||||||
Ended | Ended | ||||||||
June 30, 2014 | June 30, 2014 | ||||||||
Net income (loss) | $ | 4,667 | $ | (3,956 | ) | ||||
Average number of common shares | 44,069 | 41,794 | |||||||
Dilutive restricted stock and stock options | 12 | — | |||||||
Average diluted common shares | 44,081 | 41,794 | |||||||
Basic earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) | ||||
Diluted earnings (loss) per average common share | $ | 0.11 | $ | (0.09 | ) |
Receivables_Tables
Receivables (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Components of Receivables | ' | ||||||||
Receivables consist of the following: | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade receivables | $ | 37,644 | $ | 34,065 | |||||
Total allowances | ($ | 1,777 | ) | ($ | 1,737 | ) | |||
Total receivables, net | $ | 35,867 | $ | 32,328 | |||||
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Components of Inventories | ' | ||||||||
Inventories consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished Products | $ | 9,549 | $ | 3,841 | |||||
Raw Materials | 18,844 | 16,505 | |||||||
Supplies and other | 8,201 | 7,774 | |||||||
Total Inventories | $ | 36,594 | $ | 28,120 | |||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property, Plant and Equipment | ' | ||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 12,932 | $ | 12,933 | |||||
Buildings | 109,730 | 108,737 | |||||||
Plant machinery | 267,783 | 267,146 | |||||||
Mobile equipment | 2,990 | 2,990 | |||||||
Construction in progress | 3,636 | 3,554 | |||||||
Property, plant and equipment, at cost | 397,071 | 395,360 | |||||||
Accumulated depreciation | (29,358 | ) | (11,735 | ) | |||||
Total property, plant and equipment, net | $ | 367,713 | $ | 383,625 | |||||
Software_and_Other_Intangibles1
Software and Other Intangibles (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Customer Relationships and Other Intangibles | ' | ||||||||
Customer relationships and other intangibles consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Customer relationships | $ | 117,886 | $ | 117,919 | |||||
Purchased and internally developed software | 1,830 | 11 | |||||||
Trademarks | 14,986 | 14,990 | |||||||
Customer relationships and other intangibles, at cost | 134,702 | 132,920 | |||||||
Accumulated amortization | (16,989 | ) | (6,794 | ) | |||||
Customer relationships and other intangibles, net | $ | 117,713 | $ | 126,126 | |||||
Accrued_and_Other_Liabilities_
Accrued and Other Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued and Other Liabilities | ' | ||||||||
Accrued and other liabilities consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Vacation and other employee-related costs | $ | 4,603 | $ | 2,948 | |||||
VAT taxes | 1,443 | 942 | |||||||
Income taxes | 101 | 4,197 | |||||||
Other | 981 | 3,238 | |||||||
Total accrued and other liabilities | $ | 7,128 | $ | 11,325 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Future Minimum Lease Payments Due under Non-Cancelable Operating Leases | ' | ||||||||||||||||||||||||||||
The table below shows the future minimum lease payments due under non-cancelable operating leases and purchase commitments at June 30, 2014 (in thousands): | |||||||||||||||||||||||||||||
Total | Remaining | 2015 | 2016 | 2017 | 2018 | After | |||||||||||||||||||||||
2014 | 2018 | ||||||||||||||||||||||||||||
Operating Leases (1) | $ | 4,900 | $ | 438 | $ | 1,082 | $ | 632 | $ | 637 | $ | 616 | $ | 1,495 | |||||||||||||||
Purchase Commitments | 185,239 | 19,495 | 32,507 | 30,717 | 20,957 | 18,060 | 63,503 | ||||||||||||||||||||||
Total Commitments | $ | 190,139 | $ | 19,933 | $ | 33,589 | $ | 31,349 | $ | 21,594 | $ | 18,676 | $ | 64,998 | |||||||||||||||
-1 | Future minimum lease payments over the non-cancelable lease terms of the operating leases. |
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Debt | ' | ||||||||
Debt consists of the following (in thousands): | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
First Lien Credit Agreement | $ | 401,888 | $ | 413,962 | |||||
Second Lien Credit Agreement | — | 155,000 | |||||||
Borrowings under First Lien Credit Agreement Revolver | — | — | |||||||
Less: Original issue discount (net of amortization) | (3,137 | ) | (4,888 | ) | |||||
Total debt | $ | 398,751 | $ | 564,074 | |||||
Less: Current portion of long-term debt | (4,150 | ) | (4,150 | ) | |||||
Long-term debt | $ | 394,601 | $ | 559,924 | |||||
Summary of Future Minimum Principal Payments Due under First Lien Credit Agreement | ' | ||||||||
The table below shows the future minimum principal payments due under the First Lien Credit Agreement. | |||||||||
Amount Due | |||||||||
in thousands | |||||||||
Remaining 2014 | $ | 2,075 | |||||||
2015 | 4,150 | ||||||||
2016 | 4,150 | ||||||||
2017 | 4,150 | ||||||||
2018 | 4,150 | ||||||||
Thereafter | 383,213 |
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Summary of Reportable Segment Information | ' | ||||||||||||||||||||
Reportable segment information consists of the following (in thousands): | |||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||
Three Months | Three Months | Six Months | Six Months | ||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||
June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | ||||||||||||||||||
Net Sales: | |||||||||||||||||||||
Wallboard | $ | 99,222 | $ | 95,219 | $ | 182,140 | $ | 173,909 | |||||||||||||
Other | 3,693 | 4,460 | 7,748 | 9,220 | |||||||||||||||||
Total net sales | $ | 102,915 | $ | 99,679 | $ | 189,888 | $ | 183,129 | |||||||||||||
Operating income (loss): | |||||||||||||||||||||
Wallboard | $ | 12,984 | $ | 17,173 | $ | 19,340 | $ | 27,054 | |||||||||||||
Other | (182 | ) | 29 | (257 | ) | 101 | |||||||||||||||
Adjustments: | |||||||||||||||||||||
Interest Expense | (5,397 | ) | (69 | ) | (19,573 | ) | (131 | ) | |||||||||||||
Gain (loss) from Equity Investment | (237 | ) | 38 | (237 | ) | (55 | ) | ||||||||||||||
Other non-operating expenses | (144 | ) | (344 | ) | (5,330 | ) | (367 | ) | |||||||||||||
Income (loss) before income tax benefit | $ | 7,024 | $ | 16,827 | $ | (6,057 | ) | $ | 26,602 | ||||||||||||
Depreciation and Amortization | |||||||||||||||||||||
Wallboard | $ | 13,629 | $ | 5,941 | $ | 27,212 | $ | 11,875 | |||||||||||||
Other | 301 | 307 | 601 | 615 | |||||||||||||||||
Total depreciation and amortization | $ | 13,930 | $ | 6,248 | $ | 27,813 | $ | 12,490 | |||||||||||||
Background_and_Nature_of_Opera1
Background and Nature of Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | |||||
Feb. 10, 2014 | Feb. 03, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | Jun. 24, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Second Lien Credit Agreement [Member] | Second Lien Credit Agreement [Member] | Initial Public Offering [Member] | Initial Public Offering [Member] | Lafarge N.A. [Member] | Lafarge N.A. [Member] | Wallboard Plant [Member] | Compound Plant [Member] | |||
Facility | Facility | |||||||||
Description Of Business And Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating facilities | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 1 |
Agreement date of acquisition | ' | ' | ' | ' | ' | ' | ' | 24-Jun-13 | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | $703,141,000 | ' | ' | ' |
Closing date of acquisition | ' | ' | ' | ' | ' | ' | ' | 30-Aug-13 | ' | ' |
Initial public offering, shares | ' | ' | ' | ' | 11,765,000 | ' | ' | ' | ' | ' |
Per share value | ' | ' | ' | ' | ' | $14 | ' | ' | ' | ' |
Net proceeds after underwriting discounts and commissions | 154,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time payment to Lone Star for termination of asset advisory agreement | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining net proceeds | ' | ' | ' | 152,000,000 | ' | ' | ' | ' | ' | ' |
Cash on hand | ' | ' | ' | 6,100,000 | ' | ' | ' | ' | ' | ' |
Repayment amount | ' | ' | 155,000,000 | ' | ' | ' | ' | ' | ' | ' |
Prepayment premium | ' | ' | $3,100,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted average number of shares of common stock outstanding | ' | 32,304,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Accounting_Policie3
Significant Accounting Policies - Finalized Fair Values of Assets Acquired and Liabilities Assumed at Acquisition Date (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 |
In Thousands, unless otherwise specified | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | ||
Trademarks [Member] | Customer Relationships [Member] | Seven Hills, LLC [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Total current assets | ' | ' | ' | $70,371 | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | 392,809 | ' | ' | ' |
Financial interest in Seven Hills JV | ' | 13,000 | ' | ' | ' | ' | 13,000 |
Intangible assets | ' | ' | ' | ' | 15,000 | 118,000 | ' |
Goodwill | 119,945 | 119,945 | ' | 119,945 | ' | ' | ' |
Total current liabilities | ' | ' | ' | -25,984 | ' | ' | ' |
Total purchase price | ' | ' | $703,141 | ' | ' | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Feb. 03, 2014 | Aug. 30, 2013 | Feb. 10, 2014 |
Initial Public Offering [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Accounts receivables | ' | ' | $31.90 | ' |
Accounts receivables, gross | ' | ' | 33.3 | ' |
Uncollectible amount | ' | ' | 1.4 | ' |
Loss contingencies | ' | ' | $0 | ' |
Weighted average number of shares of common stock outstanding | ' | 32,304,000 | ' | ' |
Issuance of new shares | ' | ' | ' | 11,765,000 |
Options and restricted shares were excluded | 6,000 | ' | ' | ' |
Significant_Accounting_Policie5
Significant Accounting Policies - Schedule of Earnings (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Earnings Per Share [Abstract] | ' | ' |
Net income (loss) | $4,667 | ($3,956) |
Average number of common shares | 44,069,000 | 41,794,000 |
Dilutive restricted stock and stock options | 12,000 | ' |
Average diluted common shares | 44,081,253 | 41,794,000 |
Basic earnings (loss) per average common share | $0.11 | ($0.09) |
Diluted earnings (loss) per average common share | $0.11 | ($0.09) |
Receivables_Components_of_Rece
Receivables - Components of Receivables (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Trade receivables | $37,644 | $34,065 |
Total allowances | -1,777 | -1,737 |
Total receivables, net | $35,867 | $32,328 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished Products | $9,549 | $3,841 |
Raw Materials | 18,844 | 16,505 |
Supplies and other | 8,201 | 7,774 |
Total Inventories | $36,594 | $28,120 |
Property_Plant_and_Equipment_C
Property, Plant and Equipment - Components of Property, Plant and Equipment (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | $397,071 | $395,360 |
Accumulated depreciation | -29,358 | -11,735 |
Total property, plant and equipment, net | 367,713 | 383,625 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 12,932 | 12,933 |
Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 109,730 | 108,737 |
Plant Machinery [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 267,783 | 267,146 |
Mobile Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 2,990 | 2,990 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | $3,636 | $3,554 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation expense | $8.80 | $17.60 | $6 | $11.90 |
Software_and_Other_Intangibles2
Software and Other Intangibles - Customer Relationships and Other Intangibles (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Customer relationships and other intangibles, at cost | $134,702 | $132,920 |
Accumulated amortization | -16,989 | -6,794 |
Customer relationships and other intangibles, net | 117,713 | 126,126 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Customer relationships and other intangibles, at cost | 117,886 | 117,919 |
Purchased and Internally Developed Software [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Customer relationships and other intangibles, at cost | 1,830 | 11 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Customer relationships and other intangibles, at cost | $14,986 | $14,990 |
Software_and_Other_Intangibles3
Software and Other Intangibles - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Trademarks [Member] | Trademarks [Member] | Capitalized Software [Member] | Capitalized Software [Member] | Purchased and Internally Developed Software [Member] | Purchased and Internally Developed Software [Member] | Purchased and Internally Developed Software [Member] | |||
Successor [Member] | Predecessor [Member] | Successor [Member] | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | ' | ' | $5,100,000 | $10,200,000 | $300,000 | $600,000 | ' | ' | ' | ' | $10,000 | $200,000 | ' | ' | ' |
Amortization on estimated useful life | ' | ' | ' | ' | ' | ' | '15 years | ' | '15 years | ' | ' | ' | ' | ' | ' |
Capitalizable internal-use software costs | $134,702,000 | $132,920,000 | ' | ' | ' | ' | $117,886,000 | $117,919,000 | $14,986,000 | $14,990,000 | ' | ' | $1,830,000 | $11,000 | $1,800,000 |
Accrued_and_Other_Liabilities_1
Accrued and Other Liabilities - Accrued and Other Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Vacation and other employee-related costs | $4,603 | $2,948 |
VAT taxes | 1,443 | 942 |
Income taxes | 101 | 4,197 |
Other | 981 | 3,238 |
Total accrued and other liabilities | $7,128 | $11,325 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Aug. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry-forward carried forward to CBP | ' | $0 |
Valuation allowance recorded | 0 | ' |
Estimated effective tax rate | 34.00% | ' |
Discrete tax items recognized | $0 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |||
Contingencies And Commitments [Line Items] | ' | ' | ' | ' | ' | ' |
Total expenses under operating leases | ' | ' | $1.20 | $2.50 | $1.90 | $3.80 |
Outstanding amount of letters of credit | 4.2 | 2.4 | ' | ' | ' | ' |
Ownership interest percentage | 50.00% | ' | ' | ' | ' | ' |
Accrued amount in the accompanying balance sheet | $0 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Due under Non-Cancelable Operating Leases (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Operating Leases, Total | $4,900 |
Operating Leases, Remaining 2014 | 438 |
Operating Leases, 2015 | 1,082 |
Operating Leases, 2016 | 632 |
Operating Leases, 2017 | 637 |
Operating Leases, 2018 | 616 |
Operating Leases, After 2018 | 1,495 |
Purchase Commitments, Total | 185,239 |
Purchase Commitments, Remaining 2014 | 19,495 |
Purchase Commitments, 2015 | 32,507 |
Purchase Commitments, 2016 | 30,717 |
Purchase Commitments, 2017 | 20,957 |
Purchase Commitments, 2018 | 18,060 |
Purchase Commitments, After 2018 | 63,503 |
Total Commitments | 190,139 |
Total Commitments, Remaining 2014 | 19,933 |
Total Commitments, 2015 | 33,589 |
Total Commitments, 2016 | 31,349 |
Total Commitments, 2017 | 21,594 |
Total Commitments, 2018 | 18,676 |
Total Commitments, After 2018 | $64,998 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 |
Lafarge N.A. [Member] | Lone Star [Member] | Lone Star [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | September 2013 Through December 2013 [Member] | |
Lafarge N.A. [Member] | Lafarge N.A. [Member] | Lafarge N.A. [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Selling and administrative expenses | ' | ' | ' | $8,486,000 | $16,826,000 | $1,900,000 | $3,800,000 | ' |
Pension and other post-retirement benefits expense | ' | ' | ' | ' | ' | 2,800,000 | 5,700,000 | ' |
Payment for services per month | ' | ' | ' | ' | ' | ' | ' | 119,000 |
Payment for services escalated per month | 129,700 | ' | ' | ' | ' | ' | ' | ' |
Percentage of actual cost paid for the services | ' | ' | 110.00% | ' | ' | ' | ' | ' |
Amount owed for agreement | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Termination fee included non-operating expense | ' | $2,000,000 | ' | ' | ' | ' | ' | ' |
Investment_in_Seven_Hills_Addi
Investment in Seven Hills - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 |
In Millions, unless otherwise specified | Seven Hills, LLC [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Schedule of Investments [Line Items] | ' | ' | ' | ' | ' | ' |
Purchase price allocation | ' | $13 | ' | ' | ' | ' |
Cost of paperboard | ' | ' | 12 | 24.9 | 13.1 | 23.9 |
Purchase commitments | $36.30 | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair value adjustments for assets and liabilities | $0 |
Interest Rate Cap [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair value on a recurring basis | $0.10 |
Debt_Summary_of_Debt_Detail
Debt - Summary of Debt (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Less: Original issue discount (net of amortization) | ($3,137) | ($4,888) |
Total debt | 398,751 | 564,074 |
Less: Current portion of long-term debt | -4,150 | -4,150 |
Long-term debt | 394,601 | 559,924 |
Total debt | 398,751 | 564,074 |
First Lien Credit Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt before unamortized discount | 401,888 | 413,962 |
Second Lien Credit Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt before unamortized discount | ' | $155,000 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
31-May-14 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | Feb. 10, 2014 | Feb. 10, 2014 | Aug. 30, 2013 | Jun. 30, 2014 | 31-May-14 | 31-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
First Lien Credit Agreement [Member] | First Lien Credit Agreement [Member] | First Lien Credit Agreement [Member] | First Lien Credit Agreement [Member] | First Lien Credit Agreement [Member] | Second Lien Credit Agreement [Member] | Second Lien Credit Agreement [Member] | Second Lien Credit Agreement [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Interest Rate Cap [Member] | Interest Rate Cap [Member] | Successor [Member] | Successor [Member] | |||||
Term Loan Credit Facility [Member] | U.S. Dollar Revolving Loan Facility [Member] | Canadian Dollar and/or U.S. Dollar Revolving Facility [Member] | Term Loan Credit Facility [Member] | First Lien Credit Agreement [Member] | First Lien Credit Agreement [Member] | ||||||||||||||
Summary Of Debt And Equity Securities [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan facility amount | ' | ' | ' | ' | ' | ' | $415,000,000 | $40,000,000 | $10,000,000 | ' | ' | $155,000,000 | ' | ' | ' | ' | ' | ' | ' |
Revolver amount | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from the Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash on hand | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fully payment amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original issue discount write-off | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 7,996,000 |
Floor rate | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in margin, percentage | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.25% | 3.75% | ' | ' | ' | ' |
Further reduction in margin, percentage | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments | ' | ' | ' | ' | 1,037,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Final payment | ' | ' | ' | ' | 377,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement due date | ' | ' | ' | ' | 28-Aug-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate | ' | ' | ' | ' | 4.89% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding revolver amount | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis points | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Facility fee, basis points | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining outstanding | ' | 45,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash interest paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | 11,400,000 |
Outstanding amount of letters of credit | ' | 4,200,000 | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' |
leverage ratio | ' | 0.0675 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' |
Notional amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 205,900,000 | 205,900,000 | ' | ' |
Reduction in notional amount of interest rate cap | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
Percentage of notional amount due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' |
Minimum LIBOR for option intrinsic value offsetting interest payment | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in time value of option reflected in earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Fair value of option recorded in other current assets | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Summary_of_Future_Minimum
Debt - Summary of Future Minimum Principal Payments Due under First Lien Credit Agreement (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Equity Method Investments And Cost Method Investments [Abstract] | ' |
Remaining 2014 | $2,075 |
2015 | 4,150 |
2016 | 4,150 |
2017 | 4,150 |
2018 | 4,150 |
Thereafter | $383,213 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) (Wallboard [Member], Sales Revenue, Net [Member]) | 6 Months Ended |
Jun. 30, 2014 | |
Wallboard [Member] | Sales Revenue, Net [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Percentage of revenues | 96.00% |
Segment_Reporting_Summary_of_R
Segment Reporting - Summary of Reportable Segment Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Wallboard [Member] | Wallboard [Member] | Other [Member] | Other [Member] | Wallboard [Member] | Wallboard [Member] | Other [Member] | Other [Member] | |||||
Net Sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | $102,915 | $189,888 | $99,222 | $182,140 | $3,693 | $7,748 | $99,679 | $183,129 | $95,219 | $173,909 | $4,460 | $9,220 |
Operating income (loss): | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income (loss) | 12,802 | 19,083 | 12,984 | 19,340 | -182 | -257 | 17,202 | 27,155 | 17,173 | 27,054 | 29 | 101 |
Adjustments: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense | -5,397 | -19,573 | ' | ' | ' | ' | -69 | -131 | ' | ' | ' | ' |
Gain (loss) from Equity Investment | -237 | -237 | ' | ' | ' | ' | 38 | -55 | ' | ' | ' | ' |
Other non-operating expenses | -144 | -5,330 | ' | ' | ' | ' | -344 | -367 | ' | ' | ' | ' |
Income (loss) before income tax benefit | 7,024 | -6,057 | ' | ' | ' | ' | 16,827 | 26,602 | ' | ' | ' | ' |
Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total depreciation and amortization | $13,930 | $27,813 | $13,629 | $27,212 | $301 | $601 | $6,248 | $12,490 | $5,941 | $11,875 | $307 | $615 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 28, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options granted | 142,000 | ' | ' |
Vesting period | '4 years | ' | ' |
Risk free interest rate | 2.15% | ' | ' |
Dividend yield | 0.00% | ' | ' |
Volatility assumption | 50.34% | ' | ' |
Expected life | '6 years 3 months | ' | ' |
Compensation expense | ' | $0.10 | $0.20 |
Restricted Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Restricted shares | 75,000 | ' | ' |