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8-K - FORM 8-K - Cornerstone Building Brands, Inc.d363199d8k.htm
EX-99.2 - UNAUDITED INTERIM FINANCIAL STATEMENTS OF METL-SPAN - Cornerstone Building Brands, Inc.d363199dex992.htm

Exhibit 99.1

Metl-Span, LLC

Financial Report

June 30, 2011


Contents

 

Independent Auditor’s Report

     1   

Balance Sheets

     2   

Statements of Earnings

     3   

Statements of Members’ Equity

     4   

Statements of Cash Flows

     5   

Notes to Financial Statements

     6-14   


McGladrey & Pullen, LLP

 

LOGO

Independent Auditor’s Report

To the Members

Metl-Span, LLC

Lewisville, Texas

We have audited the accompanying balance sheets of Metl-Span, LLC as of June 30, 2011 and 2010 and the related statements of earnings, members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Metl-Span, LLC as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Dallas, Texas

March 29, 2012

Member of the RSM International network of independent accounting, tax and consulting firms.

 

1


Metl-Span, LLC

Balance Sheets

June 30, 2011 and 2010

 

      2011      2010  

ASSETS

     

Current assets:

     

Cash

   $ 1,381,335       $ 436,357   

Accounts receivable, net:

     

Trade

     17,664,055         15,560,439   

Affiliates

     2,135,808         1,577,761   

Inventories

     7,578,636         8,719,551   

Prepaid expenses

     231,996         232,894   

Other current assets

     29,782         20,182   

Deferred income taxes

     1,199,704         1,096,539   
  

 

 

    

 

 

 

Total current assets

     30,221,316         27,643,723   

Note receivable, parent

     45,893,341         38,679,876   

Goodwill

     49,681,111         49,681,111   

Intangible assets, net

     10,672,000         14,075,000   

Property and equipment, net

     39,178,855         41,796,014   

Other assets

     96,249         114,037   
  

 

 

    

 

 

 

Total assets

   $ 175,742,872       $ 171,989,761   
  

 

 

    

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

     

Current liabilities:

     

Accounts payable:

     

Trade

   $ 5,407,978       $ 6,179,949   

Affiliates

     3,871,619         3,449,781   

Accrued liabilities

     5,739,094         5,732,454   

Deferred revenue

     300,330         1,012,393   
  

 

 

    

 

 

 

Total current liabilities

     15,319,021         16,374,577   

Other long-term liabilities

     1,199,460         1,132,708   

Deferred income taxes

     11,440,688         12,315,200   
  

 

 

    

 

 

 

Total liabilities

     27,959,169         29,822,485   

Commitments and contingencies (Notes 1 and 9)

     

Members’ equity:

     

Contributed capital

     14,621,775         14,621,775   

Retained earnings

     133,161,928         127,545,501   
  

 

 

    

 

 

 

Total members’ equity

     147,783,703         142,167,276   
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 175,742,872       $ 171,989,761   
  

 

 

    

 

 

 

See Notes to Financial Statements.

 

2


Metl-Span, LLC

Statements of Earnings

Years Ended June 30, 2011 and 2010

 

     2011     2010  

Net sales (sales to affiliates of $15,812,811 in 2011 and $16,806,979 in 2010)

   $ 157,245,260      $ 129,887,592   

Cost of goods sold (purchases from affiliate of $33,124,974 in 2011 and $25,917,151 in 2010)

     130,217,304        110,319,053   
  

 

 

   

 

 

 

Gross margin

     27,027,956        19,568,539   

Selling, general and administrative expenses

     19,471,562        18,724,560   
  

 

 

   

 

 

 

Operating income

     7,556,394        843,979   

Other income (expense):

    

Interest income from parent, net

     1,297,533        —     

Other expense, net

     (12,459     —     
  

 

 

   

 

 

 

Total other income

     1,285,074        —     
  

 

 

   

 

 

 

Net income before income tax expense

     8,841,468        843,979   

Income tax expense

     3,225,041        319,386   
  

 

 

   

 

 

 

Net income

   $ 5,616,427      $ 524,593   
  

 

 

   

 

 

 

See Notes to Financial Statements.

 

3


Metl-Span, LLC

Statements of Members’ Equity

Years Ended June 30, 2011 and 2010

 

     Contributed
Capital
     Retained
Earnings
     Total  

Balance, June 30, 2009

   $ 14,621,775       $ 127,020,908       $ 141,642,683   

Net income

     —           524,593         524,593   
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2010

     14,621,775         127,545,501         142,167,276   

Net income

     —           5,616,427         5,616,427   
  

 

 

    

 

 

    

 

 

 

Balance, June 30, 2011

   $ 14,621,775       $ 133,161,928       $ 147,783,703   
  

 

 

    

 

 

    

 

 

 

See Notes to Financial Statements.

 

4


Metl-Span, LLC

Statements of Cash Flows

Years Ended June 30, 2011 and 2010

 

     2011     2010  

Cash flows from operating activities:

    

Net income

   $ 5,616,427      $ 524,593   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     4,428,790        4,450,377   

Amortization

     3,403,000        3,403,000   

Gain on sale of equipment

     (6,000     —     

Deferred income taxes

     (977,677     (911,952

Changes in operating assets and liabilities, net:

    

Accounts receivable, trade

     (2,103,616     1,740,982   

Accounts receivable, affiliates

     (558,047     (371,938

Inventories

     1,140,915        809,529   

Prepaid expenses and other current assets

     9,086        265,186   

Accounts payable, trade

     (771,971     1,273,412   

Accounts payable, affiliates

     421,838        2,127,536   

Accrued liabilities

     96,382        (185,181

Deferred revenue

     (712,063     872,747   

Deferred rent

     (22,990     564,582   
  

 

 

   

 

 

 

Net cash provided by operating activities

     9,964,074        14,562,873   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (1,811,631     (3,622,204

Proceeds from sale of equipment

     6,000        —     

Net payments to parent

     (7,213,465     (10,607,771
  

 

 

   

 

 

 

Net cash used in investing activities

     (9,019,096     (14,229,975
  

 

 

   

 

 

 

Increase in cash

     944,978        332,898   

Cash, beginning of year

     436,357        103,459   
  

 

 

   

 

 

 

Cash, end of year

   $ 1,381,335      $ 436,357   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Income taxes paid in cash

   $ 4,202,718      $ 1,231,228   
  

 

 

   

 

 

 

See Notes to Financial Statements.

 

5


Metl-Span, LLC

Notes to Financial Statements

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Business

Metl-Span, LLC (the “Company”) manufactures a wide range of insulated building panels for use in refrigerated and environmentally controlled buildings. The panels are sold primarily to contractors and end users throughout the United States of America, Canada, and to a lesser degree, Mexico and the Caribbean.

Legal Form and Ownership

The Company was organized on September 15, 2007, through a conversion of Metl-Span I, Ltd. to a Texas limited liability company. Effective January 31, 2008, the Company was acquired by VSMA, Inc. (formerly IMSA), which is wholly owned by BlueScope Steel North America (“BSNAC”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 during the reporting period. Actual results could differ from those estimates.

Cash

The Company participates in a centralized treasury function with BSNAC and affiliates, and maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts.

Accounts Receivable

Accounts receivable are carried at the invoiced amount less an estimate made for doubtful receivables and do not bear interest. A review of all outstanding receivables is conducted on a monthly basis. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition and credit history, and considering current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. The majority of the customer accounts are considered past due after the invoice becomes older than the customers’ credit terms (30 days for the majority of customers). The Company does not have any off-balance-sheet credit exposure related to its customers. The allowance for doubtful receivables was $161,238 and $176,116 at June 30, 2011 and 2010, respectively.

Note Receivable, Parent

Effective July 1, 2010, the Company entered into an $80 million, one-year revolving loan facility with its parent company, BSNAC. The facility is uncommitted and the interest rate on the facility is the one month LIBOR rate, set on the last business day of the preceding interest period. The facility is reviewed and renewed annually. Prior to the facility being in place, the Company would lend or borrow funds from BSNAC to meet the daily funding requirements of business operations.

Inventories

Inventories are stated at the lower of cost or market, with cost generally determined on a first-in, first-out basis, and include material, labor, and manufacturing overhead.

 

6


Metl-Span, LLC

Notes to Financial Statements

 

Goodwill

Goodwill is initially measured as the excess of the cost of an acquired business over the fair value of the net assets acquired. The Company does not amortize goodwill, but rather reviews its carrying value for impairment annually (June), and whenever an impairment indicator is identified. The goodwill impairment test involves a two-step approach. The first step is to identify if potential impairment of goodwill exists. If impairment of goodwill is determined to exist, the second step of the goodwill impairment test measures the amount of the impairment using a fair value-based approach. No impairment indicators were identified during the years ending June 30, 2011 or 2010.

Intangible Assets

Intangible assets consist of customer relationships, computer software and trade name. Intangible assets, with the exception of trade name, are amortized over their estimated useful lives using the straight-line method.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are stated at historical cost and are amortized over the shorter of the useful life of the related assets or the term of the lease. Major repairs or replacements of property and equipment are capitalized and depreciated over the remaining useful life of the related assets. Maintenance and minor repairs are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the statement of earnings.

Impairment of Long-Lived Assets

Long-lived assets, including indefinite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted cash flows expected to be generated by the assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets and intangibles. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Other Assets

Other assets consist of security deposits on the Las Vegas plant lease and the Lewisville office lease.

Revenue Recognition

Revenue from the sale of the Company’s products is recorded at the time the products are shipped, which is also when title passes to the customer. Accounts receivable represent billed amounts owed to the Company for products that have been shipped. The Company records deferred revenue when advance payments are received from a customer at the time an order is placed. Advance payments are required from customers at the discretion of management.

 

7


Metl-Span, LLC

Notes to Financial Statements

 

Insurance Reserves

The Company uses a combination of insurance and self-insurance plans to address the potential liabilities associated with their workers’ compensation, general liability, property insurance, director and officers’ liability insurance, automobile liability and employee health care benefits programs. Liabilities associated with the risks that are retained by the Company are estimated in part, by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions. All health insurance reserves are recorded in “Accrued liabilities” on the balance sheets. The Company has non-health insurance reserves of $344,712 and $254,970 as of June 30, 2011 and 2010, respectively, which are included in “Other long-term liabilities” on the balance sheets.

Deferred Rent

For leases that contain rent escalations, the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease and records the difference between the rent paid and the straight-line rent as a deferred rent liability. Future contractual rent payments are used to calculate straight-line rent expense. As of June 30, 2011 and 2010, the Company has deferred rent of $854,748 and $877,738, respectively, which is included in “Other long-term liabilities” on the balance sheets.

Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

BSNAC and its subsidiaries file a consolidated United States federal income tax return. Income tax expense is allocated by BSNAC and recorded by the Company based upon the Company’s own permanent and temporary differences.

The Company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Topic, Accounting for Uncertainty in Income Taxes. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recognized any liability for unrecognized tax benefits as of June 30, 2011 and 2010.

The Company recognizes interest expense and penalties related to unrecognized tax benefits in income tax expense. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2011.

Advertising Costs

Advertising costs, included in selling, general and administrative expenses, are charged to expense as incurred and were $587,958 and $758,858 for the years ended June 30, 2011 and 2010, respectively.

Research and Development Costs

Research and development costs are expensed as incurred.

 

8


Metl-Span, LLC

Notes to Financial Statements

 

Shipping and Handling Costs

Shipping and handling costs, all of which are included in cost of goods sold, are charged to expense as incurred.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, and accounts payable. The carrying amount of these financial instruments approximates fair value because of the short maturity of the instruments.

Loss Contingencies

The Company’s accounting for contingencies covers a variety of business activities, including contingencies for legal exposures. Accruals are made for these contingencies when management’s assessments indicate that it is probable that a liability has been incurred or an asset will not be recovered and an amount can be reasonably estimated. Estimates are based on current available facts and management’s estimates of the ultimate outcome or resolution. Actual results may differ from the estimates resulting in an impact, positive or negative, on income. The Company is currently not involved in any legal proceedings.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of unsecured accounts receivable. The Company’s customers are not concentrated in any specific geographic region but are concentrated in the construction industry. Credit is extended based on evaluation of the customer’s financial condition and credit history, and generally, collateral is not required.

Recent Accounting Pronouncements

In September 2011, the FASB issued guidance to amend and simplify the rules related to testing goodwill for impairment. The revised guidance allows an entity to make an initial qualitative evaluation, based on the entity’s events and circumstances, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The results of this qualitative assessment determine whether it is necessary to perform the currently required two-step impairment test. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this guidance will not have a material effect on the Company’s financial statements.

Note 2. Inventories

Inventories, net of reserves of $42,688 and $0, as of June 30, 2011 and 2010, respectively, are summarized by major classification as follows:

 

     2011      2010  

Raw materials

   $ 5,929,168       $ 6,262,969   

Finished goods

     1,649,468         2,456,582   
  

 

 

    

 

 

 
   $ 7,578,636       $ 8,719,551   
  

 

 

    

 

 

 

 

9


Metl-Span, LLC

Notes to Financial Statements

 

Note 3. Intangible Assets

The Company’s intangible assets as of June 30, 2011 and 2010 consist of the following:

 

\         2011     2010  

Description

   Estimated
Useful
Lives
   Gross
Carrying
Amount
     Accumulated
Amortization
    Gross Carrying
Amount
     Accumulated
Amortization
 

Customer relationships

   6 years    $ 19,100,000       $ (10,876,000   $ 19,100,000       $ (7,693,000

Computer software

   5 years      1,100,000         (752,000     1,100,000         (532,000

Customer backlog

   1 year      2,700,000         (2,700,000     2,700,000         (2,700,000

Trade name

   Indefinite      2,100,000         —          2,100,000         —     
     

 

 

    

 

 

   

 

 

    

 

 

 
      $ 25,000,000       $ (14,328,000   $ 25,000,000       $ (10,925,000
     

 

 

    

 

 

   

 

 

    

 

 

 

Amortization expense for each of the years ended June 30, 2011 and 2010 was $3,403,000. Estimated amortization expense for the next five fiscal years ending June 30, is as follows:

 

2012

   $ 3,403,000   

2013

     3,312,000   

2014

     1,857,000   

2015

     —     

2016

     —     

Note 4. Property and Equipment, Net

Property and equipment as of June 30, 2011 and 2010 consist of the following:

 

     Estimated
Useful
Lives (Years)
   2011     2010  

Land

      $ 1,290,000      $ 1,290,000   

Buildings and improvements

   10 - 37      8,857,201        8,838,449   

Leasehold improvements

   7 - 15      2,741,049        2,780,395   

Machinery and equipment

   5 - 15      36,471,399        35,378,210   

Transportation equipment

   5 - 7      126,283        126,283   

Computer hardware and software

   3      1,325,120        1,056,896   

Office furniture and equipment

   5 - 20      642,625        600,653   

Test certifications

   3      279,386        —     

Construction in progress

        2,510,439        2,454,818   
     

 

 

   

 

 

 

Total gross value

        54,243,502        52,525,704   

Less accumulated depreciation and amortization

        (15,064,647     (10,729,690
     

 

 

   

 

 

 
      $ 39,178,855      $ 41,796,014   
     

 

 

   

 

 

 

Depreciation and amortization expense on property and equipment for the years ended June 30, 2011 and 2010 totaled $4,428,790 and $4,450,377, respectively.

 

10


Metl-Span, LLC

Notes to Financial Statements

 

Note 5. Accrued Liabilities

The Company’s accrued liabilities as of June 30, 2011 and 2010 consist of the following:

 

     2011      2010  

Salaries, wages, bonuses and commissions

   $ 3,305,769       $ 3,164,689   

Product warranty

     1,439,216         1,649,432   

Group insurance

     360,800         280,240   

Property tax payable

     189,266         252,256   

Sales tax payable

     296,990         281,761   

Other

     147,053         104,076   
  

 

 

    

 

 

 
   $ 5,739,094       $ 5,732,454   
  

 

 

    

 

 

 

Note 6. Related Party Transactions

The Company purchases raw materials from Steelscape, Inc., which is a wholly owned subsidiary of BSNAC and also sells finished goods to BlueScope Buildings North America, Inc. and BlueScope Construction, Inc., both of which are wholly owned subsidiaries of BSNAC. The Company does not have a purchase or supply agreement in place with any of its affiliated companies and is under no obligation to buy raw material or sell its products to these affiliates unless the parties agree to volume and price on a transaction-by-transaction basis. These transactions are made in the normal course of business.

Related party transactions activity as of and for the years ended June 30, 2011 and 2010 are as follows:

 

     2011      2010  

Sales:

     

BlueScope Buildings North America, Inc.

   $ 13,310,437       $ 13,137,914   

BlueScope Construction, Inc.

     2,502,374         3,769,065   

Purchases:

     

Steelscape, Inc.

     33,124,974         25,917,151   

Interest income:

     

BlueScope Buildings North America, Inc.

     1,300,442         —     

Accounts receivable, net:

     

BlueScope Buildings North America, Inc.

     1,552,946         1,512,192   

BlueScope Construction, Inc.

     582,862         65,569   

Accounts payable, net:

     

Steelscape, Inc.

     3,871,619         3,449,781   

 

11


Metl-Span, LLC

Notes to Financial Statements

 

Note 7. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of June 30, 2011 and 2010 are as follows:

 

     2011     2010  

Deferred tax assets:

    

Accrued vacation

   $ 213,615      $ 221,848   

Allowance for doubtful accounts

     81,000        18,753   

State credits

     10,114        10,114   

Product warranty

     532,509        610,290   

Workers’ compensation

     130,010        112,199   

Deferred rent

     316,257        324,763   

Other accruals

     33,423        18,791   
  

 

 

   

 

 

 
     1,316,928        1,316,758   
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Depreciation and amortization

     11,440,688        12,315,200   

Inventories

     79,097        178,990   

Prepaid insurance and other

     38,127        41,229   
  

 

 

   

 

 

 
     11,557,912        12,535,419   
  

 

 

   

 

 

 
   $ (10,240,984   $ (11,218,661
  

 

 

   

 

 

 

Net deferred tax liabilities consist of the following at June 30, 2011 and 2010:

 

     2011     2010  

Current deferred tax assets

   $ 1,199,704      $ 1,096,539   

Non-current deferred tax liabilities

     (11,440,688     (12,315,200
  

 

 

   

 

 

 
   $ (10,240,984   $ (11,218,661
  

 

 

   

 

 

 

Income tax expense for the years ending June 30, 2011 and 2010 consists of the following:

 

     2011     2010  

Current expense:

    

Federal

   $ 4,031,290      $ 1,063,895   

State

     171,428        167,443   

Deferred expense

     (977,677     (911,952
  

 

 

   

 

 

 
   $ 3,225,041      $ 319,386   
  

 

 

   

 

 

 

 

12


Metl-Span, LLC

Notes to Financial Statements

 

Income tax expense differs from amounts computed at the statutory federal income tax rate as follows:

 

     2011     2010  

Expense at federal statutory rate

   $ 3,006,099      $ 286,953   

Permanent tax differences

     (91,641     7,000   

State tax expense, net of federal tax

     310,583        25,433   
  

 

 

   

 

 

 
   $ 3,225,041      $ 319,386   
  

 

 

   

 

 

 

Note 8. Warranty

The Company offers a standard two-year general workmanship warranty against manufacturing defects on all of its products. In addition to its general workmanship warranty, the Company offers weather tightness warranties on its wall and roof panels. Weather tightness warranties are offered in various configurations for terms from five to twenty years, prorated or non-prorated and on a no dollar limit basis as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. The Company also offers a twenty year paint finish warranty on a pass-through basis from the paint manufacturer. Warranty liabilities are reviewed monthly by management and updated as required.

The following table presents changes in the Company’s warranty liability, which is included in “Accrued liabilities” on the balance sheets for the years ended June 30, 2011 and 2010:

 

     2011     2010  

Warranty reserve, beginning

   $ 1,649,432      $ 1,883,806   

Expense accrued

     2,443,555        2,266,593   

Warranty costs incurred

     (2,653,771     (2,500,967
  

 

 

   

 

 

 

Warranty reserve, ending

   $ 1,439,216      $ 1,649,432   
  

 

 

   

 

 

 

Note 9. Operating Leases

The Company has a number of leases for office equipment, mobile equipment, facilities for operations and office space. Rent expense under all operating leases was $1,854,641 and $1,915,341 for the years ended June 30, 2011 and 2010, respectively. The following table presents the Company’s future obligations for minimum lease payments:

 

2012

   $ 1,720,552   

2013

     1,597,082   

2014

     1,541,787   

2015

     1,496,109   

2016

     1,453,290   

Thereafter

     2,036,809   
  

 

 

 
   $ 9,845,629   
  

 

 

 

 

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Metl-Span, LLC

Notes to Financial Statements

 

Note 10. Employee Benefit Plan

BSNAC sponsors the BlueScope Employee Savings Trust (the “Plan”), which includes substantially all regular U.S. employees and regular U.S. employees at its affiliates. The Plan is maintained in accordance with requirements set forth by Section 401(k) of the Internal Revenue Code and by the federal Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The plan allows participants to make contributions of 1% to 50% of eligible compensation to their account, not to exceed the dollar limit set by law. The Company makes a matching contribution of 50% up to 6% of contributions made by participants. The Company also makes a Safe Harbor Contribution to the Plan each year on the participant’s behalf equal to 3% of eligible compensation. Additionally, the Company may elect to make a discretionary contribution to the Plan each year on the participant’s behalf equal to a percentage of eligible compensation. The discretionary contribution, if any, may change from time to time. For the year ended June 30, 2011 and for the period from January 1, 2010 to June 30, 2010, the discretionary contribution was 1.5% of eligible compensation for all participating employees. There was no discretionary contribution made during the period from July 1, 2009 to December 31, 2009. All contributions are invested in a number of investment funds pursuant to participant elections. Expense related to matching, Safe Harbor and discretionary contributions for the years ended June 30, 2011 and 2010 was $957,768 and $789,487, respectively.

Note 11. Subsequent Events

In December 2011, the Company renewed and amended its Indiana lease, for the purpose of expanding the facility to accommodate an addition of a second panel manufacturing line. The amended lease commits the Company for the next 15 years and increases the base rent by $1,173,800 over the new longer term.

The Company has evaluated subsequent events through March 29, 2012, the date on which the financial statements were issued.

 

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