Attached files
file | filename |
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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 Auditors 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
Independent Auditors 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 Companys 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 | ||||||
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|
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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 | ||||||
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Total assets |
$ | 175,742,872 | $ | 171,989,761 | ||||
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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 | ||||||
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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 | ||||||
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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 | ||||||
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Total members equity |
147,783,703 | 142,167,276 | ||||||
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Total liabilities and members equity |
$ | 175,742,872 | $ | 171,989,761 | ||||
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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 | ||||||
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Gross margin |
27,027,956 | 19,568,539 | ||||||
Selling, general and administrative expenses |
19,471,562 | 18,724,560 | ||||||
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Operating income |
7,556,394 | 843,979 | ||||||
Other income (expense): |
||||||||
Interest income from parent, net |
1,297,533 | | ||||||
Other expense, net |
(12,459 | ) | | |||||
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Total other income |
1,285,074 | | ||||||
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Net income before income tax expense |
8,841,468 | 843,979 | ||||||
Income tax expense |
3,225,041 | 319,386 | ||||||
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Net income |
$ | 5,616,427 | $ | 524,593 | ||||
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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 | |||||||||
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Balance, June 30, 2010 |
14,621,775 | 127,545,501 | 142,167,276 | |||||||||
Net income |
| 5,616,427 | 5,616,427 | |||||||||
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Balance, June 30, 2011 |
$ | 14,621,775 | $ | 133,161,928 | $ | 147,783,703 | ||||||
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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 | |||||
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Net cash provided by operating activities |
9,964,074 | 14,562,873 | ||||||
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Cash flows from investing activities: |
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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 | ) | ||||
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Net cash used in investing activities |
(9,019,096 | ) | (14,229,975 | ) | ||||
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Increase in cash |
944,978 | 332,898 | ||||||
Cash, beginning of year |
436,357 | 103,459 | ||||||
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Cash, end of year |
$ | 1,381,335 | $ | 436,357 | ||||
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Supplemental disclosures of cash flow information: |
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Income taxes paid in cash |
$ | 4,202,718 | $ | 1,231,228 | ||||
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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 customers 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 Companys 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 Companys 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 Companys 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 Companys accounting for contingencies covers a variety of business activities, including contingencies for legal exposures. Accruals are made for these contingencies when managements 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 managements 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 Companys customers are not concentrated in any specific geographic region but are concentrated in the construction industry. Credit is extended based on evaluation of the customers 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 entitys 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 Companys 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 | ||||||
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$ | 7,578,636 | $ | 8,719,551 | |||||
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9
Metl-Span, LLC
Notes to Financial Statements
Note 3. Intangible Assets
The Companys 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 | | |||||||||||||
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$ | 25,000,000 | $ | (14,328,000 | ) | $ | 25,000,000 | $ | (10,925,000 | ) | |||||||||
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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 |
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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 | ||||||||
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Total gross value |
54,243,502 | 52,525,704 | ||||||||
Less accumulated depreciation and amortization |
(15,064,647 | ) | (10,729,690 | ) | ||||||
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$ | 39,178,855 | $ | 41,796,014 | |||||||
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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 Companys 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 | ||||||
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$ | 5,739,094 | $ | 5,732,454 | |||||
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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: |
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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 Companys 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 | ||||||
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1,316,928 | 1,316,758 | |||||||
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Deferred tax liabilities: |
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Depreciation and amortization |
11,440,688 | 12,315,200 | ||||||
Inventories |
79,097 | 178,990 | ||||||
Prepaid insurance and other |
38,127 | 41,229 | ||||||
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11,557,912 | 12,535,419 | |||||||
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$ | (10,240,984 | ) | $ | (11,218,661 | ) | |||
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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 | ) | ||||
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$ | (10,240,984 | ) | $ | (11,218,661 | ) | |||
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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 | ) | ||||
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$ | 3,225,041 | $ | 319,386 | |||||
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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 | ||||||
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$ | 3,225,041 | $ | 319,386 | |||||
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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 Companys 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 | ) | ||||
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|
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Warranty reserve, ending |
$ | 1,439,216 | $ | 1,649,432 | ||||
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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 Companys 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 | |||
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|
|||
$ | 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 participants behalf equal to 3% of eligible compensation. Additionally, the Company may elect to make a discretionary contribution to the Plan each year on the participants 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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