Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CBPX | |
Entity Registrant Name | CONTINENTAL BUILDING PRODUCTS, INC. | |
Entity Central Index Key | 1,592,480 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (shares) | 40,447,902 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net Sales | $ 117,115 | $ 110,996 | $ 228,600 | $ 203,172 |
Costs, expenses and other income: | ||||
Cost of goods sold | 83,744 | 81,516 | 163,699 | 153,191 |
Selling and administrative | 10,163 | 9,363 | 19,123 | 17,791 |
Long Term Incentive Plan funded by Lone Star | 0 | 15,842 | 0 | 20,013 |
Total costs and operating expenses | 93,907 | 106,721 | 182,822 | 190,995 |
Operating income | 23,208 | 4,275 | 45,778 | 12,177 |
Other income/(expense), net | 6 | 31 | 160 | (417) |
Interest expense, net | (3,648) | (4,184) | (7,346) | (8,405) |
Income before losses from equity method investment and (provision for)/benefit from income tax | 19,566 | 122 | 38,592 | 3,355 |
Losses from equity method investment | (240) | (311) | (435) | (252) |
Income/(loss) before (provision for)/benefit from income taxes | 19,326 | (189) | 38,157 | 3,103 |
(Provision for)/benefit from income taxes | (6,604) | 63 | (12,934) | (1,209) |
Net income/(loss) | $ 12,722 | $ (126) | $ 25,223 | $ 1,894 |
Net income per share: | ||||
Basic (usd per share) | $ 0.31 | $ 0 | $ 0.61 | $ 0.04 |
Diluted (usd per share) | $ 0.31 | $ 0 | $ 0.61 | $ 0.04 |
Weighted average shares outstanding: | ||||
Basic (shares) | 40,670,650 | 43,606,410 | 41,097,472 | 43,840,105 |
Diluted (shares) | 40,717,162 | 43,606,410 | 41,128,466 | 43,876,757 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income/(loss) | $ 12,722 | $ (126) | $ 25,223 | $ 1,894 |
Foreign currency translation adjustment | 16 | 425 | 1,123 | (1,138) |
Gain on derivatives qualifying as cash flow hedges, net of tax | 336 | 405 | 161 | 498 |
Other comprehensive income/(loss) | 352 | 830 | 1,284 | (640) |
Comprehensive income | $ 13,074 | $ 704 | $ 26,507 | $ 1,254 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and cash equivalents | $ 15,726 | $ 14,729 |
Receivables, net | 37,810 | 35,812 |
Inventories | 26,199 | 27,080 |
Prepaid and other current assets | 6,897 | 6,448 |
Total current assets | 86,632 | 84,069 |
Property, plant and equipment, net | 312,122 | 326,407 |
Customer relationships and other intangibles, net | 88,500 | 94,835 |
Goodwill | 119,945 | 119,945 |
Equity method investment | 8,696 | 9,262 |
Debt issuance costs | 315 | 450 |
Total Assets | 616,210 | 634,968 |
Liabilities: | ||
Accounts payable | 22,799 | 22,788 |
Accrued and other liabilities | 11,585 | 12,334 |
Total current liabilities | 34,384 | 35,122 |
Deferred taxes and other long-term liabilities | 12,514 | 12,537 |
Notes payable, non-current portion | 262,616 | 286,543 |
Total liabilities | 309,514 | 334,202 |
Equity: | ||
Undesignated preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value per share; 190,000,000 shares authorized; 44,191,370 and 44,145,080 shares issued at June 30, 2016 and December 31, 2015, respectively; 40,513,182 and 41,750,031 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 44 | 44 |
Additional paid-in capital | 321,250 | 319,817 |
Less: Treasury stock | (70,489) | (48,479) |
Accumulated other comprehensive loss | (4,057) | (5,341) |
Accumulated earnings | 59,948 | 34,725 |
Total equity | 306,696 | 300,766 |
Total liabilities and equity | $ 616,210 | $ 634,968 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Undesignated preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Undesignated preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Undesignated preferred stock, shares issued | 0 | 0 |
Undesignated preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 44,191,370 | 44,145,080 |
Common stock, shares outstanding | 40,513,182 | 41,750,031 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income/(loss) | $ 25,223 | $ 1,894 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,788 | 26,270 |
Bad debt expense/(recovery) | 28 | (250) |
Amortization of debt issuance costs and debt discount | 1,207 | 1,106 |
Loss on disposal of property, plant and equipment | 41 | 0 |
Losses from equity method investment | 435 | 252 |
Share based compensation | 1,152 | 407 |
Deferred taxes | 268 | 457 |
Change in assets and liabilities: | ||
Receivables | (1,973) | (1,890) |
Inventories | 1,053 | (1,505) |
Prepaid expenses and other current assets | (534) | 222 |
Accounts payable | (620) | (1,302) |
Accrued and other current liabilities | (152) | (3,120) |
Other long term liabilities | (413) | (93) |
Net cash provided by operating activities | 49,503 | 22,448 |
Cash flows from investing activities: | ||
Capital expenditures | (1,765) | (1,733) |
Software purchased or developed | (356) | (554) |
Capital contributions to equity method investment | (226) | 0 |
Distributions from equity method investment | 356 | 583 |
Net cash used in investing activities | (1,991) | (1,704) |
Cash flows from financing activities: | ||
Capital contribution from Lone Star Funds | 0 | 19,893 |
Proceeds from exercise of stock options | 20 | 0 |
Principal payments for First Lien Credit Agreement | (25,000) | (20,000) |
Payments to repurchase common stock | (22,010) | (20,036) |
Net cash used in financing activities | (46,990) | (20,143) |
Effect of foreign exchange rates on cash and cash equivalents | 475 | (389) |
Net change in cash and cash equivalents | 997 | 212 |
Cash, beginning of period | 14,729 | 15,627 |
Cash, end of period | $ 15,726 | $ 15,839 |
Background and Nature of Operat
Background and Nature of Operations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Nature of Operations | BACKGROUND AND NATURE OF OPERATIONS Description of Business Continental Building Products, Inc. ("CBP", the "Company") is a Delaware corporation. Prior to the acquisition of the gypsum division of Lafarge North America Inc. (“Lafarge N.A.”) further described below, the Company had no operating activity. The Company manufactures gypsum wallboard 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 Fund VIII (U.S.), L.P., (along with its affiliates and associates, but excluding the Company and companies that it owns as a result of its investment activity, “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 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. 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 12, 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". Secondary Public Offerings On March 18, 2015, LSF8 Gypsum Holdings, L.P. ("LSF8"), an affiliate of Lone Star, sold 5,000,000 shares of the Company’s common stock at a price per share of $19.40 . As a result of the sale, the aggregate beneficial ownership of Lone Star fell below 50% of the Company’s outstanding shares of common stock and the Company no longer qualified as a "Controlled Company" under the corporate governance standards of New York Stock Exchange. On May 15, 2015 and June 3, 2015, LSF8 sold an additional 4,600,000 and 361,747 shares of the Company’s common stock, respectively, at a price per share of $21.90 . On September 16, 2015, LSF8 sold an additional 4,600,000 shares of the Company’s common stock at a price per share of $19.85 . The decrease in ownership by Lone Star and its affiliates to below 50% and LSF8’s subsequent sales of common stock triggered an aggregate of $29.9 million in payments to certain officers and the estate of the Company’s former CEO under the LSF8 Gypsum Holdings, L.P. Long Term Incentive Plan, which was funded by LSF8 (See Note 10, Related Party Transactions). On March 18, 2016, LSF8 sold its remaining 5,106,803 shares of the Company’s common stock at a price per share of $16.10 . Following the March 18, 2016 transaction and the concurrent repurchase by the Company of 900,000 shares of Company’s common stock from LSF8, neither LSF8 nor any other affiliate of Lone Star held any shares of Company common stock. (See Note 15, Treasury Stock). |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation 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. (b) 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 the Company and the 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, 2016. 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, 2015 included in the Company’s Annual Report on Form 10-K for the fiscal year then ended (the "2015 10-K"). The Company has continued to follow the accounting policies set forth in those financial statements. (c) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-9, 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. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-9 for all entities by one year to annual reporting periods beginning after December 15, 2017. The ASU requires retroactive application on either a full or modified basis. Early application is permitted as of the original effective date on December 15, 2016. The Company is currently evaluating ASU 2014-9 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 the Company’s disclosures. In April 2015, the FASB issued ASU 2015-3, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability. Amortization of the costs is reported as interest expense. The Company adopted ASU 2015-3 during the first quarter of 2016. Upon adoption, the guidance was applied retroactively to all periods presented in the financial statements, therefore, prior period adjustments were made to the December 31, 2015 balance sheet items and related footnotes. The effect of these adjustments was to reduce prepaid and other current assets by $1.6 million , reduce debt issuance costs by $6.5 million and reduce notes payable by $8.1 million . The adoption of this ASU did not have a material impact on the Company’s results of operations. In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating ASU 2016-02 to determine its impact on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating ASU 2016-09 to determine its impact on its consolidated financial statements and disclosures. |
Receivables, Net
Receivables, Net | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Receivables, Net | RECEIVABLES, NET F3: Detail of Receivables, Net June 30, 2016 December 31, 2015 (in thousands) Trade receivables, gross $ 38,909 $ 37,800 Allowance for cash discounts and doubtful accounts (1,099 ) (1,988 ) Receivables, net $ 37,810 $ 35,812 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES F4: Composition of Inventories June 30, 2016 December 31, 2015 (in thousands) Finished products $ 7,459 $ 5,454 Raw materials 11,584 14,557 Supplies and other 7,156 7,069 Inventories $ 26,199 $ 27,080 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET F5: Property, Plant and Equipment Details June 30, 2016 December 31, 2015 (in thousands) Land $ 12,927 $ 12,925 Buildings 112,572 112,121 Plant machinery 273,395 272,613 Mobile equipment 5,815 3,837 Construction in progress 5,500 6,812 Property, plant and equipment, at cost 410,209 408,308 Accumulated depreciation (98,087 ) (81,901 ) Total property, plant and equipment, net $ 312,122 $ 326,407 Depreciation expense was $8.3 million and $16.7 million for the three and six months ended June 30, 2016 , respectively, compared to $9.0 million and $17.8 million for the three and six months ended June 30, 2015 , respectively. |
Customer Relationships and Othe
Customer Relationships and Other Intangibles, Net | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Customer Relationships and Other Intangibles, Net | CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLES, NET F6: Details of Customer Relationships and Other Intangibles, Net June 30, 2016 December 31, 2015 (in thousands) Customer relationships $ 116,501 $ 116,073 Purchased and internally developed software 5,649 5,284 Trademarks 14,813 14,759 Customer relationships and other intangibles, at cost 136,963 136,116 Accumulated amortization (48,463 ) (41,281 ) Customer relationships and other intangibles, net $ 88,500 $ 94,835 Amortization expense was $3.5 million and $7.1 million for the three and six months ended June 30, 2016 , respectively, compared to $4.2 million and $8.4 million for the three and six months ended June 30, 2015 , respectively. 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-list intangible asset. Trademarks are amortized over a straight-line basis over the estimated useful life of 15 years. Software development costs are amortized over a 3 year life with the expense recorded in selling and administrative expense. Amortization expense related to capitalized software was $0.4 million and $0.8 million for the three and six months ended June 30, 2016 , respectively, compared to $0.4 million and $0.7 million for the three and six months ended June 30, 2015 . |
Accrued and Other Liabilities
Accrued and Other Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | ACCRUED AND OTHER LIABILITIES F7: Details of Accrued and Other Liabilities June 30, 2016 December 31, 2015 (in thousands) Employee-related costs $ 5,196 $ 7,621 Income taxes 3,011 2,482 Other taxes 2,877 1,390 Other 501 841 Accrued and other liabilities $ 11,585 $ 12,334 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company’s annual estimated effective tax rate is approximately 33.9% . 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. The total expenses under operating leases for the three and six months ended June 30, 2016 was $1.1 million and $2.1 million , respectively, compared to $1.1 million and $2.1 million for the same periods in 2015 , respectively. The Company also has non-capital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. The total amounts purchased under such commitments were $15.5 million and $33.1 million for the three and six months ended June 30, 2016 , respectively, compared to $16.0 million and $32.8 million for the three and six months ended June 30, 2015 , respectively. F9: Future Minimum Lease Payments Due Under Noncancellable Operating Leases and Purchase Commitments by Year Future Minimum Lease Payments Purchase Commitments (in thousands) July 1, 2016 through December 31, 2016 $ 770 $ 21,994 2017 1,183 31,019 2018 616 29,463 2019 1,494 19,870 2020 — 14,185 2021 — 3,232 Thereafter — 27,173 Total $ 4,063 $ 146,936 Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. As of June 30, 2016 and December 31, 2015 , the Company had outstanding letters of credit of approximately $2.1 million and $3.0 million , respectively. In March 2015, a group of homebuilders commenced a lawsuit against the Company and other U.S. wallboard manufacturers, alleging that such manufacturers had conspired to fix the price of wallboard in violation of antitrust and unfair competition laws. The complaint, as amended in October 2015, December 2015 and March 2016, also alleged that the manufacturers agreed to abolish the use of "job quotes" and agreed to restrict the supply of wallboard in order to support the allegedly collusive price increases. The case was transferred to the Eastern District of Pennsylvania for coordinated and consolidated pretrial proceedings with existing antitrust litigation in that district. The Company filed a motion to dismiss the case with respect to the Company in April 2016 and denied any wrongdoing of the type alleged in the amended complaint. In June 2016, the Court granted the Company's motion to dismiss the case with respect to the Company, with prejudice. In July 2016, the plaintiffs filed a Motion to Certify Order for Interlocutory Appeal seeking to challenge the Court's decision to grant the Company's motion to dismiss. The Company believes it has meritorious defenses to the allegations and does not believe the lawsuit will have a material adverse effect on its financial condition, results of operation or liquidity. In July 2015, the Company received a grand jury subpoena directing it to provide certain documents in connection with an investigation being conducted by the Department of Justice regarding antitrust matters in the gypsum drywall industry. The Company is cooperating fully with the Department of Justice in responding to the subpoena. The Company does not believe the investigation will have a material adverse effect on its financial condition, results of operations or liquidity. 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, 2016 and December 31, 2015 , such liabilities were not expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity. 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, any amounts exceeding the recorded accruals are not expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS LTIP Payments In connection with the March, May and September 2015 secondary public offerings and concurrent May and September 2015 stock repurchases, certain officers of the Company and the estate of the Company’s former CEO earned incentive payments in the aggregate amount of approximately $29.9 million under the LSF8 Gypsum Holdings, L.P. Long-Term Incentive Plan ("LTIP"). LSF8 was responsible for funding any payments under the LTIP, including those referenced above. As these payments arose out of employment with the Company, the Company recognized the payments made to the officers and the estate as an expense. The funding of the LTIP payments by LSF8 was recorded as additional paid-in capital. The $29.9 million in LTIP payments were recorded as an expense to the Company, that were tax deductible, and capital contributions by LSF8 in the first, second and third quarters of 2015. No further payments will be made under the LTIP. |
Investment in Seven Hills
Investment in Seven Hills | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Seven Hills | INVESTMENT IN SEVEN HILLS The Company is a party with an unaffiliated third-party to a paperboard liner venture named Seven Hills Paperboard, LLC ("Seven Hills") that provides the Company with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements. The Company has evaluated the characteristics of its investment and determined that Seven Hills would be deemed a variable interest entity, but that it does not have the power to direct the principal activities most impacting the economic performance of Seven Hills, and is thus not the primary beneficiary. As such, the Company accounts for this investment in Seven Hills under the equity method of accounting. Paperboard purchased from Seven Hills was $11.1 million and $22.9 million for the three and six months ended June 30, 2016 , respectively, compared to $11.3 million and $22.4 million for the three and six months ended June 30, 2015 , respectively. As of June 30, 2016 , the Company had certain purchase commitments for paper totaling $36.3 million through 2019 . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT F12.1: Details of Debt June 30, 2016 December 31, 2015 (in thousands) First Lien Credit Agreement maturing on August 28, 2020; interest rate of LIBOR (with a 1% floor) plus 3.00% at June 30, 2016 and December 31, 2015 $ 271,988 $ 296,988 Less: Original issue discount (net of amortization) (2,110 ) (2,372 ) Less: Debt issuance costs (7,262 ) (8,073 ) Total debt 262,616 286,543 Less: Current portion of long-term debt — — Long-term debt $ 262,616 $ 286,543 In connection with the Acquisition, the Company purchased certain assets from Lafarge N.A. with cash. In order to finance a portion of the consideration payable to Lafarge N.A., 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") and 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 for borrowings of $320 million and $120 million , respectively, and drew $25 million under a $50 million revolving credit facility (the "Revolver") as part of the First Lien Credit Agreement. The First Lien Credit Agreement was subsequently increased to $415.0 million (the "First Lien Term Loan"). In conjunction with the initial issuance of this debt, the Company incurred $15.3 million of debt issuance costs which are being amortized using the effective interest rate method or the straight-line method which approximates the effective interest rate method, over the estimated life of the related debt. 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 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 remains below four . The margin applicable to the borrowing was further reduced in the third quarter 2014 by 25 basis points to 3.00% after the Company achieved a B2 rating with a stable outlook by Moody’s and will remain in effect as long as this rating and outlook are maintained or better. The First Lien Credit Agreement is secured by the underlying property and equipment of the Company. During the six months ended June 30, 2016 and 2015 , the Company pre-paid $25.0 million and $20.0 million , respectively, of principal payments and no further quarterly mandatory principal payments are required until the final payment of $272.0 million due on August 28, 2020 . As of June 30, 2016 , the annual effective interest rate on the First Lien Credit Agreement including original issue discount and amortization of debt issuance costs was 4.9% . There were no amounts outstanding under the Revolver as of June 30, 2016 or December 31, 2015. During the six months ended June 30, 2016 the Company borrowed and repaid in full $22.0 million under the Revolver, compared to $10.0 million which the Company borrowed and repaid in full during the six months ended June 30, 2015 . Interest is floating, based on LIBOR (with a floor of 1% ), plus 225 basis points. In addition, CBP pays a facility fee of 50 basis points per annum on the total Revolver facility. Availability under the Revolver as of June 30, 2016 , based on draws and outstanding letters of credit and absence of violations of covenants, was $47.9 million . Total interest paid for the three and six months ended June 30, 2016 was $2.9 million and $5.9 million , respectively, compared to $3.5 million and $7.0 million for the three and six months ended June 30, 2015 , respectively. F12.2: Future Minimum Principal Payments Due Under the Credit Agreements Amount Due (in thousands) 2016 $ — 2017 — 2018 — 2019 — 2020 $ 271,988 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. As the sum of outstanding borrowings under the Revolver and outstanding letters of credit were less than $12.5 million at June 30, 2016, the total leverage ratio of no greater than 5.5 per the financial covenant was not applicable at June 30, 2016. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 one year. Cash flows from derivative instruments are included in net cash provided by operating activities in the consolidated statements of cash flows. Commodity Derivative Instruments As of June 30, 2016 , the Company had 465 thousand millions of British Thermal Units ("mmBTUs") in aggregate notional amount outstanding natural gas swap contracts to manage commodity price exposures. All of these contracts mature by October 31, 2016 . The Company elected to designate these derivative instruments as cash flow hedges in accordance with FASB Accounting Standards Codification ("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 changes in the fair value of the derivative is recorded in cost of goods sold. The net unrealized gain that remained in accumulated other comprehensive loss, as of June 30, 2016 , was $0.1 million , which is net of a tax amount of $0.1 million . No ineffectiveness was recorded on these contracts during the three months ended June 30, 2016 and 2015. The Company reassesses the probability of the underlying forecasted transactions occurring on a quarterly basis. For the three and six months ended June 30, 2016 , approximately $0.3 million of gains, net of $0.2 million of tax expense and $0.2 million of gains, net of $0.1 million of tax expense, respectively, were recognized in other comprehensive income for the commodity contracts. For the three and six months ended June 30, 2016 , the amount of loss reclassified from accumulated other comprehensive income into income was $0.2 million and $0.4 million , respectively. As of June 30, 2016 , there was no amount recorded in other current liabilities and $0.2 million was recorded in other current assets. For the three and six months ended June 30, 2015 , approximately $0.4 million of gains, net of $0.2 million of tax expenses and $0.5 million of gains, net of $0.3 million of tax expenses, respectively, were recognized in other comprehensive income for the commodity contracts. For the same periods, the amount of gain reclassified from accumulated other comprehensive income into income was nominal. As of December 31, 2015 , $0.3 million was recorded in other current liabilities and $0.2 million was recorded in other current assets. Interest Rate Derivative Instrument The Company had an interest rate cap on three month U.S. Dollar LIBOR of 2% for a portion of the principal amount outstanding under the First Lien Credit Agreement that expired March 31, 2016. The hedge was 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. CBP recorded nominal amounts in the three months ended March 31, 2016 and 2015 and the six months ended June 30, 2015. No new arrangement was entered into following expiration on March 31, 2016. Counterparty Risk The Company is exposed to credit losses in the event of nonperformance by the counterparties to the Company’s derivative instruments. As of June 30, 2016 , the Company’s derivatives were in a $0.2 million net asset position. All of the Company’s counterparties have investment grade credit ratings; accordingly, the Company anticipates that the counterparties will be able to fully satisfy their obligations under the contracts. The Company’s agreements outline the conditions upon which it or the counterparties are required to post collateral. As of June 30, 2016, the Company had no collateral posted with its counterparties related to the derivatives. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING Segment information is presented in accordance with 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 primary reportable segment is wallboard which represented approximately 97.0% and 96.8% of the Company's revenues for the three and six months ended June 30, 2016 , respectively, compared to 96.9% and 96.6% of the Company’s revenues for the three and six months ended June 30, 2015 , respectively. 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 two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets. The Company evaluates 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 its Chief Operating Decision Maker does not use such information for purposes of allocating resources and assessing segment performance. F14.1: Segment Reporting For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in thousands) Net Sales: Wallboard $ 113,593 $ 107,569 $ 221,192 $ 196,312 Other 3,522 3,427 7,408 6,860 Total net sales 117,115 110,996 228,600 203,172 Operating income: Wallboard 23,216 4,418 45,620 12,196 Other (8 ) (143 ) 158 (19 ) Total operating income 23,208 4,275 45,778 12,177 Adjustments: Interest Expense (3,648 ) (4,184 ) (7,346 ) (8,405 ) Loss from equity investment (240 ) (311 ) (435 ) (252 ) Other income/(expense), net 6 31 160 (417 ) Income/(loss) before (provision for)/benefit from income taxes 19,326 (189 ) 38,157 3,103 Depreciation and Amortization: Wallboard 11,566 12,847 23,240 25,682 Other 276 294 548 588 Total depreciation and amortization $ 11,842 $ 13,141 $ 23,788 $ 26,270 F14.2: Net Sales By Geographic Region For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in thousands) United States $ 107,694 $ 101,095 $ 211,336 $ 184,751 Canada 9,421 9,901 17,264 18,421 Net sales $ 117,115 $ 110,996 $ 228,600 $ 203,172 F14.3: Assets By Geographic Region Fixed Assets Total Assets June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 (in thousands) United States $ 308,923 $ 323,361 $ 597,467 $ 617,878 Canada 3,199 3,046 18,743 17,090 Total $ 312,122 $ 326,407 $ 616,210 $ 634,968 |
Treasury Stock
Treasury Stock | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Treasury Stock | TREASURY STOCK On May 15, 2015 , the Company repurchased 913,200 shares of its common stock from LSF8 in a private transaction at a price per share of $21.90 , or an aggregate of approximately $20.0 million , pursuant to a stock purchase agreement dated May 11, 2015 . On September 16, 2015 , the Company repurchased an additional 1,007,500 shares of its common stock from LSF8 in a private transaction at a price per share of $19.85 , or an aggregate of approximately $20.0 million , pursuant to a stock purchase agreement dated September 10, 2015 . On March 18, 2016 , the Company repurchased an additional 900,000 shares of its common stock from LSF8 in a private transaction at a price per share of $16.10 , or an aggregate of approximately $14.5 million , pursuant to a stock purchase agreement dated March 14, 2016 . On November 4, 2015 , the Company announced that the Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to $50.0 million of its common stock, at such times and prices as determined by management as market conditions warrant, through December 31, 2016 . Pursuant to this authorization, the Company has repurchased shares of its common stock on the open market and in the March 2016 private transaction with LSF8 described above. On August 3, 2016 , the Company announced the Board of Directors has authorized an expansion of its stock repurchase program from up to $50.0 million to up to $100.0 million . The program has also been extended from the end of 2016 to the end of 2017 . All repurchased shares are held in treasury, reducing the number of shares of common stock outstanding and used in the Company’s earnings per share calculation. F15: Treasury Stock Activity June 30, 2016 June 30, 2015 Shares Amount (a) Average Share Price (a) Shares Amount (a) Average Share Price (a) (in thousands, except share data) For the Three Months Ended: Beginning Balance 3,446,208 $ 65,505 $ 19.0079 2,164 $ 37 $ 17.2000 Repurchases on open market 231,980 4,984 21.4828 — — — Repurchase from LSF8 in private transaction — — — 913,200 19,999 21.9000 Ending Balance 3,678,188 $ 70,489 $ 19.1640 915,364 $ 20,036 $ 21.8889 For the Six Months Ended: Beginning Balance 2,395,049 $ 48,479 $ 20.2411 — $ — $ — Repurchases on open market 383,139 7,520 19.6282 2,164 37 17.2000 Repurchase from LSF8 in private transaction 900,000 14,490 16.1000 913,200 19,999 21.9000 Ending Balance 3,678,188 $ 70,489 $ 19.1640 915,364 $ 20,036 $ 21.8889 (a) Includes commissions paid for repurchases on open market |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION On May 5, 2016 , the Company granted its Chairman of the board directors 1,164 Restricted Stock Units ("RSUs") that vest one year from the grant date, which had a market price on the date of grant of $19.63 . On May 16, 2016 , the Company granted certain employees 2,227 RSUs that vest evenly over 4 years, which had a market price on the date of grant of $21.10 . For the three and six months ended June 30, 2016 , the Company recognized share-based compensation expenses of $0.8 million and $1.2 million , respectively, compared to $0.3 million and $0.4 million for the three and six months ended June 30, 2015 , respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of potentially dilutive securities. Potential dilutive common stock has no effect on income available to common stockholders. F17: Basic and Dilutive Earnings Per Share For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (dollars in thousands, except for per share amounts) Net income/(loss) $ 12,722 $ (126 ) $ 25,223 $ 1,894 Weighted average number of shares outstanding- basic 40,670,650 43,606,410 41,097,472 43,840,105 Effect of dilutive securities: Restricted stock awards 7,449 — 7,236 5,138 Restricted stock units 25,095 — 15,789 3,393 Performance restricted stock units — — — 3,700 Stock options 13,968 — 7,969 24,421 Total effect of dilutive securities 46,512 — 30,994 36,652 Weighted average number of shares outstanding - diluted 40,717,162 43,606,410 41,128,466 43,876,757 Basic earnings per share $ 0.31 $ — $ 0.61 $ 0.04 Diluted earnings per share $ 0.31 $ — $ 0.61 $ 0.04 |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | FAIR VALUE DISCLOSURES 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 fair value hierarchy ranks the quality and reliability of the information used to determine fair values. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The standard describes the following three levels used to classify fair value measurements: 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, 2016 and December 31, 2015 , 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, 2016 that are recorded at fair value on a recurring basis are the natural gas hedges that had a positive fair value of $0.1 million as of June 30, 2016 , net of tax amount of $0.1 million , compared to a negative fair value of $0.1 million , net of tax amount of $0.03 million as of December 31, 2015 . The natural gas hedges are classified within Level 2 of the fair value hierarchy as they are valued using third party pricing models which contain inputs that are derived from observable market data. Generally, the Company obtains its Level 2 pricing inputs from its 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. 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. |
Significant Accounting Polici25
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements for CBP have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). |
Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated. |
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 the Company and the 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, 2016. 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, 2015 included in the Company’s Annual Report on Form 10-K for the fiscal year then ended (the "2015 10-K"). 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") No. 2014-9, 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. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-9 for all entities by one year to annual reporting periods beginning after December 15, 2017. The ASU requires retroactive application on either a full or modified basis. Early application is permitted as of the original effective date on December 15, 2016. The Company is currently evaluating ASU 2014-9 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 the Company’s disclosures. In April 2015, the FASB issued ASU 2015-3, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability. Amortization of the costs is reported as interest expense. The Company adopted ASU 2015-3 during the first quarter of 2016. Upon adoption, the guidance was applied retroactively to all periods presented in the financial statements, therefore, prior period adjustments were made to the December 31, 2015 balance sheet items and related footnotes. The effect of these adjustments was to reduce prepaid and other current assets by $1.6 million , reduce debt issuance costs by $6.5 million and reduce notes payable by $8.1 million . The adoption of this ASU did not have a material impact on the Company’s results of operations. In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating ASU 2016-02 to determine its impact on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating ASU 2016-09 to determine its impact on its consolidated financial statements and disclosures. |
Receivables, Net (Tables)
Receivables, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Detail of Receivables, Net | F3: Detail of Receivables, Net June 30, 2016 December 31, 2015 (in thousands) Trade receivables, gross $ 38,909 $ 37,800 Allowance for cash discounts and doubtful accounts (1,099 ) (1,988 ) Receivables, net $ 37,810 $ 35,812 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Composition of Inventories | F4: Composition of Inventories June 30, 2016 December 31, 2015 (in thousands) Finished products $ 7,459 $ 5,454 Raw materials 11,584 14,557 Supplies and other 7,156 7,069 Inventories $ 26,199 $ 27,080 |
Property, Plant and Equipment28
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Details | F5: Property, Plant and Equipment Details June 30, 2016 December 31, 2015 (in thousands) Land $ 12,927 $ 12,925 Buildings 112,572 112,121 Plant machinery 273,395 272,613 Mobile equipment 5,815 3,837 Construction in progress 5,500 6,812 Property, plant and equipment, at cost 410,209 408,308 Accumulated depreciation (98,087 ) (81,901 ) Total property, plant and equipment, net $ 312,122 $ 326,407 |
Customer Relationships and Ot29
Customer Relationships and Other Intangibles, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Customer Relationships and Other Intangibles, Net | F6: Details of Customer Relationships and Other Intangibles, Net June 30, 2016 December 31, 2015 (in thousands) Customer relationships $ 116,501 $ 116,073 Purchased and internally developed software 5,649 5,284 Trademarks 14,813 14,759 Customer relationships and other intangibles, at cost 136,963 136,116 Accumulated amortization (48,463 ) (41,281 ) Customer relationships and other intangibles, net $ 88,500 $ 94,835 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Details of Accrued and Other Liabilities | F7: Details of Accrued and Other Liabilities June 30, 2016 December 31, 2015 (in thousands) Employee-related costs $ 5,196 $ 7,621 Income taxes 3,011 2,482 Other taxes 2,877 1,390 Other 501 841 Accrued and other liabilities $ 11,585 $ 12,334 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Due Under Non-Cancelable Operating Leases and Purchase Commitments by Year | F9: Future Minimum Lease Payments Due Under Noncancellable Operating Leases and Purchase Commitments by Year Future Minimum Lease Payments Purchase Commitments (in thousands) July 1, 2016 through December 31, 2016 $ 770 $ 21,994 2017 1,183 31,019 2018 616 29,463 2019 1,494 19,870 2020 — 14,185 2021 — 3,232 Thereafter — 27,173 Total $ 4,063 $ 146,936 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Details of Debt | F12.1: Details of Debt June 30, 2016 December 31, 2015 (in thousands) First Lien Credit Agreement maturing on August 28, 2020; interest rate of LIBOR (with a 1% floor) plus 3.00% at June 30, 2016 and December 31, 2015 $ 271,988 $ 296,988 Less: Original issue discount (net of amortization) (2,110 ) (2,372 ) Less: Debt issuance costs (7,262 ) (8,073 ) Total debt 262,616 286,543 Less: Current portion of long-term debt — — Long-term debt $ 262,616 $ 286,543 |
Future Minimum Principal Payments Due Under the Credit Agreements | F12.2: Future Minimum Principal Payments Due Under the Credit Agreements Amount Due (in thousands) 2016 $ — 2017 — 2018 — 2019 — 2020 $ 271,988 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | F14.1: Segment Reporting For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in thousands) Net Sales: Wallboard $ 113,593 $ 107,569 $ 221,192 $ 196,312 Other 3,522 3,427 7,408 6,860 Total net sales 117,115 110,996 228,600 203,172 Operating income: Wallboard 23,216 4,418 45,620 12,196 Other (8 ) (143 ) 158 (19 ) Total operating income 23,208 4,275 45,778 12,177 Adjustments: Interest Expense (3,648 ) (4,184 ) (7,346 ) (8,405 ) Loss from equity investment (240 ) (311 ) (435 ) (252 ) Other income/(expense), net 6 31 160 (417 ) Income/(loss) before (provision for)/benefit from income taxes 19,326 (189 ) 38,157 3,103 Depreciation and Amortization: Wallboard 11,566 12,847 23,240 25,682 Other 276 294 548 588 Total depreciation and amortization $ 11,842 $ 13,141 $ 23,788 $ 26,270 |
Net Sales By Geographic Region | F14.2: Net Sales By Geographic Region For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in thousands) United States $ 107,694 $ 101,095 $ 211,336 $ 184,751 Canada 9,421 9,901 17,264 18,421 Net sales $ 117,115 $ 110,996 $ 228,600 $ 203,172 |
Assets By Geographic Region | F14.3: Assets By Geographic Region Fixed Assets Total Assets June 30, 2016 December 31, 2015 June 30, 2016 December 31, 2015 (in thousands) United States $ 308,923 $ 323,361 $ 597,467 $ 617,878 Canada 3,199 3,046 18,743 17,090 Total $ 312,122 $ 326,407 $ 616,210 $ 634,968 |
Treasury Stock (Tables)
Treasury Stock (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Treasury Stock Activity | F15: Treasury Stock Activity June 30, 2016 June 30, 2015 Shares Amount (a) Average Share Price (a) Shares Amount (a) Average Share Price (a) (in thousands, except share data) For the Three Months Ended: Beginning Balance 3,446,208 $ 65,505 $ 19.0079 2,164 $ 37 $ 17.2000 Repurchases on open market 231,980 4,984 21.4828 — — — Repurchase from LSF8 in private transaction — — — 913,200 19,999 21.9000 Ending Balance 3,678,188 $ 70,489 $ 19.1640 915,364 $ 20,036 $ 21.8889 For the Six Months Ended: Beginning Balance 2,395,049 $ 48,479 $ 20.2411 — $ — $ — Repurchases on open market 383,139 7,520 19.6282 2,164 37 17.2000 Repurchase from LSF8 in private transaction 900,000 14,490 16.1000 913,200 19,999 21.9000 Ending Balance 3,678,188 $ 70,489 $ 19.1640 915,364 $ 20,036 $ 21.8889 (a) Includes commissions paid for repurchases on open market |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Dilutive Earnings Per Share | The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of potentially dilutive securities. Potential dilutive common stock has no effect on income available to common stockholders. F17: Basic and Dilutive Earnings Per Share For the Three Months Ended For the Six Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (dollars in thousands, except for per share amounts) Net income/(loss) $ 12,722 $ (126 ) $ 25,223 $ 1,894 Weighted average number of shares outstanding- basic 40,670,650 43,606,410 41,097,472 43,840,105 Effect of dilutive securities: Restricted stock awards 7,449 — 7,236 5,138 Restricted stock units 25,095 — 15,789 3,393 Performance restricted stock units — — — 3,700 Stock options 13,968 — 7,969 24,421 Total effect of dilutive securities 46,512 — 30,994 36,652 Weighted average number of shares outstanding - diluted 40,717,162 43,606,410 41,128,466 43,876,757 Basic earnings per share $ 0.31 $ — $ 0.61 $ 0.04 Diluted earnings per share $ 0.31 $ — $ 0.61 $ 0.04 |
Background and Nature of Oper36
Background and Nature of Operations - Description of Business and Acquisition (Detail) $ in Millions | Aug. 30, 2013USD ($) | Jun. 30, 2016facility |
Lone Star Fund VIII (U.S.), L.P. | Lafarge N.A. | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ | $ 703 | |
Wallboard | ||
Business Acquisition [Line Items] | ||
Number of operating facilities (facility) | 3 | |
Joint Compound | ||
Business Acquisition [Line Items] | ||
Number of operating facilities (facility) | 1 |
Background and Nature of Oper37
Background and Nature of Operations - Public Offerings (Detail) $ / shares in Units, $ in Millions | Mar. 18, 2016$ / sharesshares | Sep. 16, 2015$ / sharesshares | Jun. 03, 2015$ / sharesshares | May 15, 2015$ / sharesshares | Mar. 18, 2015$ / sharesshares | Feb. 10, 2014USD ($)$ / sharesshares | Feb. 03, 2014 | Jun. 30, 2016shares | Jun. 30, 2015shares | Jun. 30, 2016shares | Jun. 30, 2015shares | Sep. 30, 2015USD ($) |
Repurchase from LSF8 in private transaction | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares repurchased (shares) | shares | 900,000 | 1,007,500 | 913,200 | 0 | 913,200 | 900,000 | 913,200 | |||||
Term Loan Facility | Second Lien Credit Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Repayments of debt through cash on hand | $ 6.1 | |||||||||||
Repurchased face amount | 155 | |||||||||||
Prepayment premium | $ 3.1 | |||||||||||
Initial Public Offering | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued at public offering (shares) | shares | 11,765,000 | |||||||||||
Offering price per share (usd per share) | $ / shares | $ 14 | |||||||||||
Net proceeds after underwriting discounts and commissions | $ 154 | |||||||||||
One-time payment to Lone Star for termination of asset advisory agreement | 2 | |||||||||||
Initial Public Offering | Common Stock | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock split ratio (shares) | 32,304 | |||||||||||
Initial Public Offering | Term Loan Facility | Second Lien Credit Agreement | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Repayment of debt through net proceeds from IPO | $ 152 | |||||||||||
Secondary Public Offerings | Certain Officers and Former CEO | LSF8 Gypsum Holdings, L.P. Long-Term Incentive Plan, Earned Incentive Payment | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Incentive payments | $ 29.9 | |||||||||||
Secondary Public Offerings | LSF8 Gypsum Holdings, L.P. | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued at public offering (shares) | shares | 5,106,803 | 4,600,000 | 361,747 | 4,600,000 | 5,000,000 | |||||||
Offering price per share (usd per share) | $ / shares | $ 16.10 | $ 19.85 | $ 21.90 | $ 21.90 | $ 19.40 | |||||||
Secondary Public Offerings | LSF8 Gypsum Holdings, L.P. | Repurchase from LSF8 in private transaction | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares repurchased (shares) | shares | 900,000 |
Significant Accounting Polici38
Significant Accounting Policies (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance cost | $ 7,262 | $ 8,073 |
Prepaid Expenses and Other Current Assets | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance cost | (1,600) | |
Debt Issuance Costs, Line of Credit Arrangements, Net | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance cost | (6,500) | |
Notes Payable | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance cost | $ 8,100 |
Receivables, Net - Detail of Re
Receivables, Net - Detail of Receivables, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Trade receivables, gross | $ 38,909 | $ 37,800 |
Allowance for cash discounts and doubtful accounts | (1,099) | (1,988) |
Receivables, net | $ 37,810 | $ 35,812 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 7,459 | $ 5,454 |
Raw materials | 11,584 | 14,557 |
Supplies and other | 7,156 | 7,069 |
Inventories | $ 26,199 | $ 27,080 |
Property, Plant and Equipment41
Property, Plant and Equipment, Net - Property, Plant and Equipment Details (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 410,209 | $ 408,308 |
Accumulated depreciation | (98,087) | (81,901) |
Total property, plant and equipment, net | 312,122 | 326,407 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 12,927 | 12,925 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 112,572 | 112,121 |
Plant machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 273,395 | 272,613 |
Mobile equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 5,815 | 3,837 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 5,500 | $ 6,812 |
Property, Plant and Equipment42
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8.3 | $ 9 | $ 16.7 | $ 17.8 |
Customer Relationships and Ot43
Customer Relationships and Other Intangibles, Net - Details of Customer Relationships and Other Intangibles, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships | $ 116,501 | $ 116,073 |
Purchased and internally developed software | 5,649 | 5,284 |
Trademarks | 14,813 | 14,759 |
Customer relationships and other intangibles, at cost | 136,963 | 136,116 |
Accumulated amortization | (48,463) | (41,281) |
Customer relationships and other intangibles, net | $ 88,500 | $ 94,835 |
Customer Relationships and Ot44
Customer Relationships and Other Intangibles, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3.5 | $ 4.2 | $ 7.1 | $ 8.4 |
Selling, General and Administrative Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense related to capitalized software | $ 0.4 | $ 0.4 | $ 0.8 | $ 0.7 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 15 years | |||
Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 15 years | |||
Purchased and internally developed software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years |
Accrued and Other Liabilities45
Accrued and Other Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employee-related costs | $ 5,196 | $ 7,621 |
Income taxes | 3,011 | 2,482 |
Other taxes | 2,877 | 1,390 |
Other | 501 | 841 |
Accrued and other liabilities | $ 11,585 | $ 12,334 |
Income Taxes (Detail)
Income Taxes (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate, percent | 33.90% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent expense | $ 1.1 | $ 1.1 | $ 2.1 | $ 2.1 | |
Letter of Credit | |||||
Long-term Purchase Commitment [Line Items] | |||||
Outstanding amount of letters of credit | 2.1 | 2.1 | $ 3 | ||
Gas, Gypsum, Paper, and Other Raw Materials | |||||
Long-term Purchase Commitment [Line Items] | |||||
Non capital purchased under commitments | $ 15.5 | $ 16 | $ 33.1 | $ 32.8 |
Commitments and Contingencies48
Commitments and Contingencies - Future Minimum Lease Payments Due Under Non-Cancelable Operating Leases and Purchase Commitments by Year (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Future Minimum Lease Payments | |
July 1, 2016 through December 31, 2016 | $ 770 |
2,017 | 1,183 |
2,018 | 616 |
2,019 | 1,494 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total | 4,063 |
Purchase Commitments | |
July 1, 2016 through December 31, 2016 | 21,994 |
2,017 | 31,019 |
2,018 | 29,463 |
2,019 | 19,870 |
2,020 | 14,185 |
2,021 | 3,232 |
Thereafter | 27,173 |
Total | $ 146,936 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
LSF8 Gypsum Holdings, L.P. Long-Term Incentive Plan, Earned Incentive Payment | Secondary Public Offerings | Certain Officers and Former CEO | |
Related Party Transaction [Line Items] | |
Incentive payments | $ 29.9 |
Investment in Seven Hills - Add
Investment in Seven Hills - Additional Information (Detail) - Seven Hills - Variable Interest Entity, Not Primary Beneficiary - Equity Method Investee - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Cost of paperboard | $ 11.1 | $ 11.3 | $ 22.9 | $ 22.4 |
Purchase commitments | $ 36.3 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended |
May 31, 2014 | Apr. 30, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Less: Original issue discount (net of amortization) | $ (2,110) | $ (2,372) | ||
Less: Debt issuance costs | (7,262) | (8,073) | ||
Total debt | 262,616 | 286,543 | ||
Less: Current portion of long-term debt | 0 | 0 | ||
Long-term debt | 262,616 | 286,543 | ||
Term Loan Facility | First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
First Lien Credit Agreement maturing on August 28, 2020; interest rate of LIBOR (with a 1% floor) plus 3.00% at June 30, 2016 and December 31, 2015 | $ 271,988 | $ 296,988 | ||
Term Loan Facility | First Lien Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Floor rate | 1.00% | 1.00% | ||
Debt, variable interest rate | 3.25% | 3.75% | 3.00% | 3.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 30, 2013USD ($) | May 31, 2014 | Jun. 30, 2016USD ($)covenant | Jun. 30, 2015USD ($) | Sep. 30, 2014 | Apr. 30, 2014 | Jun. 30, 2016USD ($)covenant | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 02, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||
Pre payment of principal for the first lien credit agreement | $ 25,000,000 | $ 20,000,000 | ||||||||
Long-term debt before unamortized discount | $ 271,988,000 | 271,988,000 | ||||||||
Interest paid | $ 2,900,000 | $ 3,500,000 | $ 5,900,000 | 7,000,000 | ||||||
First Lien Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of covenants | covenant | 1 | 1 | ||||||||
Debt covenant trigger, line of credit facility amount less letters of credit threshold | $ 12,500,000 | $ 12,500,000 | ||||||||
First Lien Credit Agreement | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Leverage ratio (no greater than) | 5.5 | |||||||||
Term Loan Facility | First Lien Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt principal amount | $ 320,000,000 | $ 415,000,000 | ||||||||
Debt issuance cost | 15,300,000 | |||||||||
Leverage ratio (less than) | 4 | |||||||||
Pre payment of principal for the first lien credit agreement | $ 25,000,000 | 20,000,000 | ||||||||
Long-term debt before unamortized discount | $ 272,000,000 | $ 272,000,000 | ||||||||
Effective interest rate | 4.90% | 4.90% | ||||||||
Term Loan Facility | First Lien Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floor rate | 1.00% | 1.00% | 1.00% | |||||||
Decrease in basis spread, percentage | 0.50% | |||||||||
Debt, variable interest rate | 3.25% | 3.75% | 3.00% | 3.00% | ||||||
Term Loan Facility | First Lien Credit Agreement | Moody's, B2 Rating | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Decrease in basis spread, percentage | 0.25% | |||||||||
Debt, variable interest rate | 3.00% | |||||||||
Term Loan Facility | Second Lien Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt principal amount | 120,000,000 | |||||||||
Line of Credit | First Lien Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from line of credit | 25,000,000 | $ 22,000,000 | 10,000,000 | |||||||
Line of credit facility borrowing capacity | $ 50,000,000 | |||||||||
Outstanding amount | $ 0 | 0 | $ 0 | |||||||
Repayment amount | $ 22,000,000 | $ 10,000,000 | ||||||||
Facility fee, basis points | 0.50% | |||||||||
Remaining outstanding | $ 47,900,000 | $ 47,900,000 | ||||||||
Line of Credit | First Lien Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floor rate | 1.00% | 1.00% | ||||||||
Debt, variable interest rate | 2.25% |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payments Due Under the Credit Agreements (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | $ 271,988 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)MMBTU | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Derivative [Line Items] | |||||
Net unrealized gain that remained in accumulated other comprehensive loss | $ 306,696,000 | $ 306,696,000 | $ 300,766,000 | ||
Gain on derivatives qualifying as cash flow hedges, net of tax | 200,000 | ||||
Derivatives, net asset position | 200,000 | 200,000 | |||
Collateral posted with counterparties related to derivatives | 0 | $ 0 | |||
Natural Gas Swap | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Aggregate notional amount outstanding (in mmBTUs) | MMBTU | 465,000 | ||||
Gain on derivatives qualifying as cash flow hedges, net of tax | 300,000 | $ 400,000 | $ 500,000 | ||
Income tax expense (benefit) recognized in other comprehensive income | 200,000 | $ 200,000 | $ 100,000 | $ 300,000 | |
Loss reclassified from accumulated other comprehensive income, before tax | (200,000) | (400,000) | |||
Natural Gas Swap | Cash Flow Hedging | Designated as Hedging Instrument | Accrued and Other Liabilities | |||||
Derivative [Line Items] | |||||
Amount recorded in other current liabilities | 0 | 0 | 300,000 | ||
Natural Gas Swap | Cash Flow Hedging | Designated as Hedging Instrument | Prepaid Expenses and Other Current Assets | |||||
Derivative [Line Items] | |||||
Amount recorded in other current assets | 200,000 | 200,000 | $ 200,000 | ||
Natural Gas Swap | Cash Flow Hedging | Designated as Hedging Instrument | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | |||||
Derivative [Line Items] | |||||
Net unrealized gain that remained in accumulated other comprehensive loss | 100,000 | 100,000 | |||
Net unrealized gain that remained in accumulated other comprehensive loss, tax | $ 100,000 | $ 100,000 | |||
Interest Rate Cap | Cash Flow Hedging | Designated as Hedging Instrument | London Interbank Offered Rate (LIBOR) | |||||
Derivative [Line Items] | |||||
Cap rate | 2.00% | 2.00% | |||
Maximum | |||||
Derivative [Line Items] | |||||
Derivative instrument term (not beyond) | 1 year |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - geographic_area | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Number of geographical areas (geographic area) | 2 | 2 | ||
Wallboard | Sales Revenue, Net | Product Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of revenues | 97.00% | 96.90% | 96.80% | 96.60% |
Segment Reporting - Segment Rep
Segment Reporting - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Sales: | ||||
Net Sales | $ 117,115 | $ 110,996 | $ 228,600 | $ 203,172 |
Operating income: | ||||
Operating income | 23,208 | 4,275 | 45,778 | 12,177 |
Adjustments: | ||||
Interest Expense | (3,648) | (4,184) | (7,346) | (8,405) |
Loss from equity investment | (240) | (311) | (435) | (252) |
Other income/(expense), net | 6 | 31 | 160 | (417) |
Income/(loss) before (provision for)/benefit from income taxes | 19,326 | (189) | 38,157 | 3,103 |
Depreciation and Amortization | ||||
Total depreciation and amortization | 11,842 | 13,141 | 23,788 | 26,270 |
Operating Segments | Wallboard | ||||
Net Sales: | ||||
Net Sales | 113,593 | 107,569 | 221,192 | 196,312 |
Operating income: | ||||
Operating income | 23,216 | 4,418 | 45,620 | 12,196 |
Depreciation and Amortization | ||||
Total depreciation and amortization | 11,566 | 12,847 | 23,240 | 25,682 |
Operating Segments | Other | ||||
Net Sales: | ||||
Net Sales | 3,522 | 3,427 | 7,408 | 6,860 |
Operating income: | ||||
Operating income | (8) | (143) | 158 | (19) |
Depreciation and Amortization | ||||
Total depreciation and amortization | 276 | 294 | 548 | 588 |
Adjustments | ||||
Adjustments: | ||||
Interest Expense | (3,648) | (4,184) | (7,346) | (8,405) |
Loss from equity investment | (240) | (311) | (435) | (252) |
Other income/(expense), net | $ 6 | $ 31 | $ 160 | $ (417) |
Segment Reporting - Net Sales b
Segment Reporting - Net Sales by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net Sales | $ 117,115 | $ 110,996 | $ 228,600 | $ 203,172 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net Sales | 107,694 | 101,095 | 211,336 | 184,751 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net Sales | $ 9,421 | $ 9,901 | $ 17,264 | $ 18,421 |
Segment Reporting - Assets by G
Segment Reporting - Assets by Geographic Region (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Fixed Assets | $ 312,122 | $ 326,407 |
Total Assets | 616,210 | 634,968 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Fixed Assets | 308,923 | 323,361 |
Total Assets | 597,467 | 617,878 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Fixed Assets | 3,199 | 3,046 |
Total Assets | $ 18,743 | $ 17,090 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | Mar. 18, 2016 | Sep. 16, 2015 | May 15, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 03, 2016 | Nov. 04, 2015 |
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Number of common stock shares repurchased, value per share (usd per share) | $ 19.1640 | $ 19.0079 | $ 21.8889 | $ 17.2000 | $ 19.1640 | $ 21.8889 | $ 20.2411 | $ 0 | |||||
Stock repurchase program authorized amount (up to) | $ 50,000,000 | ||||||||||||
Subsequent Event | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program authorized amount (up to) | $ 100,000,000 | ||||||||||||
Repurchase from LSF8 in private transaction | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Number of common stock shares repurchased (shares) | 900,000 | 1,007,500 | 913,200 | 0 | 913,200 | 900,000 | 913,200 | ||||||
Number of common stock shares repurchased, value per share (usd per share) | $ 16.10 | $ 19.85 | $ 21.90 | $ 0 | $ 21.9000 | $ 16.1000 | $ 21.9000 | ||||||
Aggregate value of common stock shares repurchased | $ 14,500,000 | $ 20,000,000 | $ 20,000,000 | $ 0 | $ 19,999,000 | $ 14,490,000 | $ 19,999,000 |
Treasury Stock - Treasury Stock
Treasury Stock - Treasury Stock Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 18, 2016 | Sep. 16, 2015 | May 15, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Treasury Stock [Roll Forward] | |||||||||||
Beginning balance (shares) | 3,446,208 | 2,395,049 | 2,164 | 0 | 2,395,049 | 0 | 0 | ||||
Beginning balance | $ 65,505 | $ 48,479 | $ 37 | $ 0 | $ 48,479 | $ 0 | $ 0 | ||||
Ending balance (shares) | 3,678,188 | 3,446,208 | 915,364 | 2,164 | 3,678,188 | 915,364 | 2,395,049 | 0 | |||
Ending balance | $ 70,489 | $ 65,505 | $ 20,036 | $ 37 | $ 70,489 | $ 20,036 | $ 48,479 | $ 0 | |||
Average share price (usd per share) | $ 19.1640 | $ 19.0079 | $ 21.8889 | $ 17.2000 | $ 19.1640 | $ 21.8889 | $ 20.2411 | $ 0 | |||
Repurchases on open market | |||||||||||
Treasury Stock [Roll Forward] | |||||||||||
Shares repurchased (shares) | 231,980 | 0 | 383,139 | 2,164 | |||||||
Shares repurchased | $ 4,984 | $ 0 | $ 7,520 | $ 37 | |||||||
Average share price (usd per share) | $ 21.4828 | $ 0 | $ 19.6282 | $ 17.2000 | |||||||
Repurchase from LSF8 in private transaction | |||||||||||
Treasury Stock [Roll Forward] | |||||||||||
Shares repurchased (shares) | 900,000 | 1,007,500 | 913,200 | 0 | 913,200 | 900,000 | 913,200 | ||||
Shares repurchased | $ 14,500 | $ 20,000 | $ 20,000 | $ 0 | $ 19,999 | $ 14,490 | $ 19,999 | ||||
Average share price (usd per share) | $ 16.10 | $ 19.85 | $ 21.90 | $ 0 | $ 21.9000 | $ 16.1000 | $ 21.9000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 16, 2016 | May 05, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 0.8 | $ 0.3 | $ 1.2 | $ 0.4 | ||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (shares) | 2,227 | |||||
Vesting period | 4 years | |||||
Weighted average grant date value, granted (usd per share) | $ 21.10 | |||||
Director | Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units granted (shares) | 1,164 | |||||
Vesting period | 1 year | |||||
Weighted average grant date value, granted (usd per share) | $ 19.63 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income/(loss) | $ 12,722 | $ (126) | $ 25,223 | $ 1,894 |
Weighted average number of shares outstanding- basic (shares) | 40,670,650 | 43,606,410 | 41,097,472 | 43,840,105 |
Effect of dilutive securities: | ||||
Total effect of dilutive securities (shares) | 46,512 | 0 | 30,994 | 36,652 |
Weighted average number of shares outstanding - diluted (shares) | 40,717,162 | 43,606,410 | 41,128,466 | 43,876,757 |
Basic earnings per share (usd per share) | $ 0.31 | $ 0 | $ 0.61 | $ 0.04 |
Diluted earnings per share (usd per share) | $ 0.31 | $ 0 | $ 0.61 | $ 0.04 |
Restricted stock awards | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (shares) | 7,449 | 0 | 7,236 | 5,138 |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (shares) | 25,095 | 0 | 15,789 | 3,393 |
Performance restricted stock units | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (shares) | 0 | 0 | 0 | 3,700 |
Stock options | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (shares) | 13,968 | 0 | 7,969 | 24,421 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - Natural Gas Swap - Recurring - Level 2 - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 100 | |
Derivative liability | $ 100 | |
Tax on derivative instruments | $ 100 | $ 30 |