Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Earnings Per Share | Earnings Per Share |
Earnings per share for the period from July 26, 2013 to December 31, 2013 are calculated after taking into account the 32,304 for one stock split that occurred on February 3, 2014. For the year ended December 31, 2014, 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 awards and stock options. |
The following is a reconciliation of the share amounts included in basic and diluted earnings per share computations: |
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| | Year Ended | | | July 26 - | | | | | | | | | | | |
December 31, | December 31, | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | |
Weighted average shares outstanding used to computed basic earnings per share | | | 42,940,849 | | | | 32,304,000 | | | | | | | | | | | |
Dilutive effect of Restricted Stock Units | | | 11,173 | | | | — | | | | | | | | | | | |
Weighted average shares outstanding and dilutive securities used to compute diluted earnings per share | | | 42,952,022 | | | | 32,304,000 | | | | | | | | | | | |
The effect of 142,000 stock options was excluded from the computation of earnings per shares as the effect would have been anti-dilutive. There were no potentially dilutive securities outstanding during the period from July 26, 2013 to December 31, 2013. |
Cost of Goods Sold and Selling and Administrative Expenses | Cost of Goods Sold and Selling and Administrative Expenses |
Cost of goods sold includes costs of production, depreciation, inbound freight charges for raw materials, outbound freight to customers, purchasing and receiving costs, inspection costs, warehousing at plant facilities, and internal transfer costs. Costs associated with third-party warehouses are included in selling and administrative expenses. Selling and administrative costs also include expenses for sales, marketing, legal, accounting and finance services, human resources, customer support, treasury, other general corporate services and amortization of software development cost. |
Estimates | Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Actual results may differ from these estimates. |
Foreign Currency Translation | Foreign Currency Translation |
The Company uses the U.S. dollar as its functional currency for operations in the United States and the Canadian dollar for our operations in Canada. The assets and liabilities of our Canadian operations are translated at the exchange rate prevailing at the balance sheet date. Related revenues and expense accounts for the Canadian operations are translated using the average exchange rate during the year. Cumulative foreign currency translation adjustment of $2.2 million, $0.3 million and $5.6 million at December 31, 2014 and 2013 (Successor), and December 31, 2012 (Predecessor), respectively, is included in “Accumulated Other Comprehensive Loss” in the Balance Sheets and in the Consolidated (Successor) / Combined (Predecessor) Statements of Changes in Equity. |
Cash | Cash |
Cash and cash equivalents include highly liquid investments with maturities of three months or less at the time of purchase maintained at financial institutions in the United States and Canada. At times the amounts may exceed federally insured deposit limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to demand deposits. |
Prior to the Acquisition, treasury activities, including activities related to the Company, were centralized by Lafarge N.A. such that cash collections were automatically distributed to Lafarge N.A. and reflected as net parent investment. |
Concentration of Credit Risk | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily receivables. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The allowances for non-collection of receivables are based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectability of accounts receivable that are past due and the expected collectability of overall receivables. |
The Company’s significant customers, as measured by percentage of total revenues for the periods presented, were as follows: |
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| | Successor | | | | | Predecessor | |
| | Year Ended | | | July 26 - | | | | | January 1 - | | | Year Ended | |
December 31, | December 31, | August 30, | December 31, |
2014 | 2013 | 2013 | 2012 |
Customer A | | | 15 | % | | | 12 | % | | | | | 15 | % | | | 15 | % |
The Company’s significant customers, as measured by percentage of total accounts receivable, were as follows: |
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| | Successor | | | | | | | | | | | |
| | Year Ended | | | Year Ended | | | | | | | | | | | |
December 31, | December 31, | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | |
Customer A | | | 23 | % | | | 27 | % | | | | | | | | | | |
Receivables | Receivables |
Trade receivables are recorded at net realizable value, which includes allowances for cash discounts and doubtful accounts, and are reflected net of customer incentives. We review the collectability of trade receivables on an ongoing basis. We reserve for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and our collection experience. |
Inventories | Inventories |
Inventories are valued at the lower of cost or market. Virtually all of our inventories are valued under the average cost method. Inventories include materials, labor and applicable factory overhead costs. The value of inventory is adjusted for damaged, obsolete, excess and slow-moving inventory. Market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory. |
Property, Plant and Equipment | Property, Plant and Equipment |
Property, plant and equipment, which include amounts recorded under capital lease arrangements, is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. These lives range from 20 to 25 years for buildings, 5 to 25 years for plant machinery, and 5 to 8 years for mobile equipment. For plant machinery, the large majority of the existing assets are being amortized over an estimated remaining life of approximately 15 years. Repair and maintenance costs are expensed as incurred. Substantially all of the Company’s depreciation expenses are recorded in “Cost of goods sold” in the Statements of Operations. |
We capitalize interest during the active construction of major projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. There was no interest capitalized during the years ended December 31, 2014, 2013, or 2012. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets |
The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of Accounting Standards Codification 360 Property, Plant and Equipment (“ASC 360”). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for its products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell. |
We assess impairment of our long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. At December 31, 2014, we grouped the wallboard plants and a warehouse facility as an asset group. The plants within each group were used together to generate cash flows. Our two joint compound plants were also grouped as an asset group. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets |
The goodwill and intangibles reflected in the Successor financial statements relates solely to the Lone Star Acquisition of the Company. |
Goodwill represents the excess of costs over the fair value of identifiable assets of businesses acquired. The Company evaluates goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company performs its annual impairment testing of goodwill as of October 1st of each year. |
Intangible assets that are deemed to have definite lives are amortized over their useful lives. The cost of internal-use software purchased or developed internally, is accounted for in accordance with ASC 350-40, Internal-Use Software. The weighted average useful life of capitalized software is 3 years. 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 identified as having definite lives are amortized on a straight-line basis over the estimated useful life of 15 years. |
Fair Value Measurements | 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. |
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The three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value is as follows: |
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| • | | 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; | | | | | | | | | | | | | | | |
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| • | | 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 | | | | | | | | | | | | | | | |
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| • | | 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 December 31, 2014 and 2013, the carrying value reported in the consolidated balance sheet for the Company’s notes payable approximated its fair value. |
At December 31, 2013, we recorded at fair value our financial interest in Seven Hills. We determined the fair value of this financial asset using the discounted cash flow method using assumptions derived from significant unobservable inputs and accordingly this valuation falls into Level 3 in the fair value hierarchy. The fair value of this asset at December 31, 2013 was $13.0 million. The significant unobservable input used in the fair value measurement of our financial interest is a discount rate which was estimated to be 16%. |
The only assets or liabilities the Company had at December 31, 2014 that are recorded at fair value on a recurring basis is the interest rate cap that the Company entered into on March 31, 2014 that had a fair value of $0.03 million as of December 31, 2014 and natural gas hedges that had a negative fair value of $1.4 million at December 31, 2014. Our Level 2 fair value derivative instruments consist of interest rate swaps and natural gas hedges for which market-based pricing inputs are observable. Generally, we obtain our Level 2 pricing inputs from our counterparties. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. |
No derivative contracts were outstanding as of December 31, 2013. |
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 for which it is practicable to estimate that value. |
Environmental Remediation Liabilities | Environmental Remediation Liabilities |
When the Company determines that it is probable that a liability for environmental matters has been incurred, an undiscounted estimate of the required remediation costs is recorded as a liability in the financial statements, without offset of potential insurance recoveries. Costs that extend the life, increase the capacity or improve the safety or efficiency of company-owned assets or are incurred to mitigate or prevent future environmental contamination are capitalized. Other environmental costs are expensed when incurred. |
Income Taxes | Income Taxes |
For the Predecessor financial statements, the provision for income taxes is calculated as if the Company completed a separate tax return apart from its Parent, although the Company was included in the Parent’s U.S. federal and state income tax returns and non-U.S. (Canada) jurisdiction tax returns. As of the date of Acquisition, the Successor financial statements reflect a new tax basis of accounting and the Company is a tax filer independent of Lafarge N.A. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates. |
In the Predecessor financial statements, net operating loss carry-forwards generated by the Company and not historically utilized by the Parent are reflected in the Company’s deferred tax assets notwithstanding the fact that such losses were retained by the Parent. Net operating losses that have already been utilized by the Parent are treated as equity transactions between the Company and the Parent. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. |
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In the Successor financial statements, no net operating losses were carried over from the Predecessor as part of the Acquisition. The Successor did not make any income tax payments for the period July 26, 2013 to December 31, 2013. |
Stock-Based Compensation | Stock-Based Compensation |
The Company accounts for stock-based compensation to employees and directors based on the estimated fair value of the award generally determined on the date of grant. The associated expense, net of estimated forfeitures, is generally recognized ratably over the requisite service period, which is generally the vesting period of the award. |
Collective Bargaining Agreement | Collective Bargaining Agreement |
Our employees at our Buchanan wallboard plant, representing approximately 14% of our workforce, are represented by two unions. While our collective bargaining agreement with the employees represented by one of the unions at our Buchanan plant expired on November 30, 2014, these employees are still considered unionized. Employees represented by that union voted on February 17, 2015 to accept a contract proposal, and we expect a contract to be signed on the basis of that proposal. Our collective bargaining agreement with the second union was set to expire on November 30, 2014, but has been extended through March 13, 2015. We continue to engage in negotiations with the second union. We believe our relationship with our unionized employees is positive and to date there have been no work disruptions as a result of the expiration of the collective bargaining agreement. Our remaining employees are non-union. We believe our relationships with both our union and non-union employees are good. |
Revenue Recognition | Revenue Recognition |
Revenue from the sale of gypsum products is recorded when title and ownership are transferred upon shipment of the products. Amounts billed to a customer in a sales transaction related to shipping and handling are included in “Net sales,” and costs incurred for shipping and handling are classified as “Cost of goods sold” in the Consolidated/Combined Statements of Operations. The revenues reported in these financial statements relate to specifically identifiable historical activities of the plants, warehouses, and other assets that comprise the Company. We record estimated reductions to revenue for customer programs and incentive offerings, including promotions and other volume-based incentives, in the period in which the sale occurs. |
Derivative Instruments | Derivative Instruments |
The company uses derivative instruments to manage selected commodity price and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes, and typically does not hedge beyond two years. All derivative instruments must be recorded on the balance sheet at fair value. |
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Currently, we are using natural gas swap contracts to hedge manage commodity price increase exposure. The Company elected to designate these derivative instruments as cash flow hedges in accordance with ASC 815-20, Derivatives – Hedging. For derivative contracts designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to accumulated other comprehensive income, and is reclassified to earnings when the underlying forecasted transaction affects earnings. The ineffective portion of the changes in the fair value of the derivative is recorded in cost of goods sold. Gains and losses on these contracts that are designated as cash flow hedges are reclassified into earnings when the underlying forecasted transaction affect earnings. The Company reassesses the probability of the underlying forecasted transactions occurring on a quarterly basis. |
In addition, we are using an interest rate cap to protect against extreme market interest rate changes. 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. The hedge is being accounted for as a cash flow hedge. Changes in the time value of the interest rate cap are reflected directly in earnings through “other income/expense” in non-operating income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), 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. |
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern: Presentation of Financial Statements— Going Concern (Subtopic 205-40). This ASU defines when and how companies are required to disclose going concern uncertainties, which must be evaluated each interim and annual period. Specifically, it requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). If substantial doubt exists, certain disclosures are required; the extent of those disclosures depends on an evaluation of management’s plans (if any) to mitigate the going concern uncertainty. The provisions of ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and to annual and interim periods thereafter. Early adoption is permitted. The ASU should be applied on a prospective basis. The Company believes the adoption of this ASU will not have a material impact on our disclosures. |
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 of the Predecessor that occurred on August 30, 2013, which was accounted for as a business combination. In connection with the Acquisition, $3.3 million in Acquisition related costs were incurred, which are reported as selling and administrative costs in the accompanying statement of operations of the Successor for the period from July 26, 2013 to December 31, 2013. The following table summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition date. |
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(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 | ) | | | | | | | | | | | | | | |
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Total purchase price | | $ | 703,141 | | | | | | | | | | | | | | | |
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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. There were no loss contingencies identified as part of the Acquisition. The total Purchase Price remained the same as the one previously provided for the year ended December 31, 2013. 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. We expect the goodwill will be deductible for income tax purposes. |
The following represents the unaudited pro forma income statement as if the Acquisition had occurred on January 1, 2012: |
(in thousands) |
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| | Year ended | | | Year ended | | | | | | | | | | | |
December 31, 2013 | December 31, 2012 | | | | | | | | | | |
Revenues | | $ | 402,314 | | | $ | 311,410 | | | | | | | | | | | |
Net income (loss) | | $ | 4,895 | | | $ | (68,651 | ) | | | | | | | | | | |
These amounts have been calculated by adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2012, and to reflect the interest expense on the debt used to finance the Acquisition (see Note 13) net of proceeds received from the Initial Public Offering. |
Defined Contribution Pension Plans | Defined Contribution Pension Plans—Successor |
Subsequent to the Acquisition by Lone Star, the Company’s employees can participate in a 401K defined contribution pension plan. The Company contributes funds into this plan depending on each employee’s years of service and subject to certain limits. For the period ended December 31, 2014, the Company recorded an expense of $1.9 million for these contributions. From July 26, 2013 to December 31, 2013, the Company recorded an expense of $0.5 million. |
Predecessor [Member] | |
Basis of Presentation | Basis of Presentation—Predecessor |
The accompanying combined financial statements for the Predecessor have been prepared in accordance with accounting principles generally accepted in the United States (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 9. |
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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 Statements 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. 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. |
Defined Benefit Pension Plans and Other Post-Retirement Benefits | Defined Benefit Pension Plans and Other Post-Retirement Benefits—Predecessor |
Prior to the Acquisition by Lone Star, the Company’s salaried employees and union hourly employees participated in defined benefit pension plans sponsored by the Parent. These plans include other Parent employees that are not employees of the Company. The Parent also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Company. 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, co-payment and payments made by government programs and other group coverage. The Company recorded approximately $11.9 million for the year ended December 31, 2012 in pension and other post-retirement benefits expense related to its employees, which has been reflected within “Cost of goods sold” and “Selling and administrative” in the accompanying Combined Statements of Operations. The related pension and post-retirement benefit liability has not been allocated to the Company and has not been presented in the accompanying Combined Balance Sheets since the obligation remained a liability of Lafarge N.A after the Acquisition of the Company by Lone Star. |