Continental Building Products, Inc. (Form: 10-Q, Received: 08/02/2019 16:07:30)

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Table of Contents

As filed with the Securities and Exchange Commission on August 2, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-36293



CONTINENTAL BUILDING PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware							61-1718923
(State or other jurisdiction of incorporation)							(I.R.S Employer Identification No.)
12950 Worldgate Drive	,	Suite 700	,	Herndon	,	VA	20170
(Address of principal executive offices)							(Zip Code)
(703)							480-3800
(Registrant's telephone number, including the area code)



Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol (s)	Name of Exchange on Which Registered
Common Stock, $0.001 par value per share	CBPX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

As of August 1, 2019, the registrant had outstanding 34,688,206 shares of the registrant’s common stock, which amount excludes 9,851,553 shares of common stock held by the registrant as treasury shares.

Table of Contents

Table of Contents to Second Quarter 2019 Form 10-Q



Part I - Financial Information		3
Item 1.	Financial Statements	3
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statement of Equity	7
	Notes to the Unaudited Consolidated Financial Statements	8
	1. Background and Nature of Operations	8
	2. Significant Accounting Policies	8
	3. Trade Receivables, Net	9
	4. Inventories, Net	10
	5. Property, Plant and Equipment, Net	10
	6. Customer Relationships and Other Intangibles, Net	10
	7. Investment in Seven Hills	11
	8. Accrued and Other Liabilities	11
	9. Debt	12
	10. Derivative Instruments	13
	11. Leases	14
	12. Treasury Stock	15
	13. Share-Based Compensation	16
	14. Accumulated Other Comprehensive Loss	16
	15. Income Taxes	16
	16. Earnings Per Share	16
	17. Commitments and Contingencies	17
	18. Segment Reporting	18
	19. Fair Value Disclosures	19
	20. Buchanan Plant Outage	21
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
	Overview	22
	Results of Operations	24
	Liquidity and Capital Resources	26
	Critical Accounting Policies and Estimates	26
	Forward-Looking Statements	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
Part II - Other Information		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Continental Building Products, Inc.

Consolidated Statements of Operations

(unaudited)



	For the Three Months Ended						For the Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(in thousands, except share data and per share amounts)
Net sales	$	124,206		$	139,268		$	246,238		$	256,070
Cost of goods sold	95,970			98,263			186,756			184,879
Gross profit	28,236			41,005			59,482			71,191
Selling and administrative expense	9,118			10,445			18,771			19,869
Loss on intangible asset impairment	2,911			—			2,911			—
Gain from insurance recoveries, net	—			—			1,513			—
Gain from business interruption insurance	3,238			—			3,238			—
Operating income	19,445			30,560			42,551			51,322
Other expense, net	(66		)	(87		)	(102		)	(227		)
Interest expense, net	(2,395		)	(2,694		)	(4,887		)	(5,414		)
Income before losses from equity method investment and provision for income taxes	16,984			27,779			37,562			45,681
Losses from equity method investment	(367		)	(391		)	(412		)	(755		)
Income before provision for income taxes	16,617			27,388			37,150			44,926
Provision for income taxes	(3,769		)	(5,493		)	(8,376		)	(9,385		)
Net income	$	12,848		$	21,895		$	28,774		$	35,541

Net income per share:
Basic	$	0.37		$	0.59		$	0.82		$	0.96
Diluted	$	0.37		$	0.59		$	0.82		$	0.95
Weighted average shares outstanding:
Basic	34,804,588			36,879,774			35,025,208			37,154,750
Diluted	34,870,525			37,027,997			35,109,165			37,314,947

See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.

Consolidated Statements of Comprehensive Income

(unaudited)



	For the Three Months Ended						For the Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(in thousands)
Net income	$	12,848		$	21,895		$	28,774		$	35,541
Foreign currency translation adjustment	305			(313		)	629			(795		)
Derivative instrument adjustments, net of taxes	(1,662		)	452			(2,040		)	1,498
Other comprehensive (loss)/income	(1,357		)	139			(1,411		)	703
Comprehensive income	$	11,491		$	22,034		$	27,363		$	36,244

See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.

Consolidated Balance Sheets



	June 30, 2019			December 31, 2018
	(unaudited)
	(in thousands)
Assets:
Cash and cash equivalents	$	110,612		$	102,633
Trade receivables, net	39,926			38,454
Inventories, net	33,938			32,225
Prepaid and other current assets	6,742			19,805
Total current assets	191,218			193,117
Property, plant and equipment, net	284,413			288,368
Customer relationships and other intangibles, net	56,051			62,680
Goodwill	119,945			119,945
Equity method investment	7,263			7,975
Operating lease - right of use assets	840			—
Debt issuance costs	206			296
Total Assets	$	659,936		$	672,381
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable	$	31,650		$	48,060
Accrued and other liabilities	9,137			12,815
Debt, current portion	1,709			1,669
Operating lease liabilities, current portion	629			—
Total current liabilities	43,125			62,544
Deferred taxes and other long-term liabilities	19,175			20,204
Debt, non-current portion	261,014			261,886
Operating lease liabilities, non-current portion	834			—
Total Liabilities	324,148			344,634
Shareholders' Equity:
Undesignated preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.001 par value per share; 190,000,000 shares authorized; 44,539,759 and 44,472,214 shares issued and 34,688,206 and 35,401,868 shares outstanding as of June 30, 2019 and December 31, 2018, respectively	44			44
Additional paid-in capital	328,216			327,515
Less: Treasury stock	(229,073		)	(209,050		)
Accumulated other comprehensive loss	(4,802		)	(3,391		)
Accumulated earnings	241,403			212,629
Total Shareholders' Equity	335,788			327,747
Total Liabilities and Shareholders' Equity	$	659,936		$	672,381

See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.

Consolidated Statements of Cash Flows

(unaudited)



	For the Six Months Ended
	June 30, 2019			June 30, 2018
	(in thousands)
Cash flows from operating activities:
Net income	$	28,774		$	35,541
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	21,091			21,386
Amortization of debt issuance costs and debt discount	616			629
Gain from insurance recoveries, net	(1,513		)	—
Loss on intangible asset impairment	2,911			—
Losses from equity method investment	412			755
Amortization of deferred gain on terminated swaps	(579		)	(317		)
Share-based compensation	1,144			1,611
Change in assets and liabilities:
Trade receivables	(1,492		)	(4,647		)
Inventories	(1,614		)	(2,896		)
Prepaid expenses and other current assets	12,989			4,369
Accounts payable	(16,320		)	(2,078		)
Accrued and other current liabilities	(4,753		)	(955		)
Other long-term liabilities	(116		)	(622		)
Net cash provided by operating activities	41,550			52,776
Cash flows from investing activities:
Payments for property, plant and equipment	(12,346		)	(13,006		)
Payments for intangible assets	(1,019		)	(790		)
Proceeds from insurance recoveries	1,589			—
Capital contributions to equity method investment	(90		)	(438		)
Distributions from equity method investment	390			78
Net cash used in investing activities	(11,476		)	(14,156		)
Cash flows from financing activities:
Proceeds from exercise of stock options	118			11
Tax withholdings on share-based compensation	(1,165		)	(547		)
Principal payments for debt	(1,358		)	(1,358		)
Payments to repurchase common stock	(20,023		)	(24,562		)
Net cash used in financing activities	(22,428		)	(26,456		)
Effect of foreign exchange rates on cash and cash equivalents	333			(320		)
Net change in cash and cash equivalents	7,979			11,844
Cash, beginning of period	102,633			72,521
Cash, end of period	$	110,612		$	84,365

See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(unaudited)



										Accumulated Other Comprehensive Loss
	Common Stock				Additional Paid-In Capital		Treasury Stock						Accumulated Earnings		Total Equity
	Shares		Amount		Additional Paid-In Capital		Treasury Stock						Accumulated Earnings		Total Equity
	(in thousands, except share data)
Balance as of December 31, 2017	37,532,959		$	44	$	325,391	$	(143,357	)	$	(2,649	)	$	138,597	$	318,026
Net income	—		—		—		—			—			13,646		13,646
Other comprehensive income, net of tax	—		—		—		—			564			—		564
Purchase of treasury shares	(530,600	)	—		—		(14,550		)	—			—		(14,550		)
Stock option exercise	781		—		11		—			—			—		11
Stock-based compensation	85,838		—		213		—			—			—		213
Balance as of March 31, 2018	37,088,978		$	44	$	325,615	$	(157,907	)	$	(2,085	)	$	152,243	$	317,910
Net income	—		—		—		—			—			21,895		21,895
Other comprehensive income, net of tax	—		—		—		—			139			—		139
Purchase of treasury shares	(344,908	)	—		—		(10,012		)	—			—		(10,012		)
Stock option exercise	2,706		—		—		—			—			—		—
Stock-based compensation	2,103		—		979		—			—			—		979
Balance as of June 30, 2018	36,748,879		$	44	$	326,594	$	(167,919	)	$	(1,946	)	$	174,138	$	330,911



										Accumulated Other Comprehensive Loss
	Common Stock				Additional Paid-In Capital		Treasury Stock						Accumulated Earnings		Total Equity
	Shares		Amount		Additional Paid-In Capital		Treasury Stock						Accumulated Earnings		Total Equity
	(in thousands, except share data)
Balance as of December 31, 2018	35,401,868		$	44	$	327,515	$	(209,050	)	$	(3,391	)	$	212,629	$	327,747
Net income	—		—		—		—			—			15,926		15,926
Other comprehensive loss, net of tax	—		—		—		—			(54		)	—		(54		)
Purchase of treasury shares	(191,907	)	—		—		(5,005		)	—			—		(5,005		)
Stock option exercise	6,500		—		118		—			—			—		118
Stock-based compensation	58,571		—		35		—			—			—		35
Balance as of March 31, 2019	35,275,032		$	44	$	327,668	$	(214,055	)	$	(3,445	)	$	228,555	$	338,767
Net income	—		—		—		—			—			12,848		12,848
Other comprehensive loss, net of tax	—		—		—		—			(1,357		)	—		(1,357		)
Purchase of treasury shares	(589,300	)	—		—		(15,018		)	—			—		(15,018		)
Stock option exercise	—		—		—		—			—			—		—
Stock-based compensation	2,474		—		548		—			—			—		548
Balance as of June 30, 2019	34,688,206		$	44	$	328,216	$	(229,073	)	$	(4,802	)	$	241,403	$	335,788

See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.

Notes to the Unaudited Consolidated Financial Statements

1. BACKGROUND AND NATURE OF OPERATIONS

Description of Business

Continental Building Products, Inc. (the "Company") is a Delaware corporation. 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.

2. SIGNIFICANT ACCOUNTING POLICIES


(a)	Basis of Presentation

The accompanying consolidated financial statements for the Company 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, 2019. 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 Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K for the fiscal year then ended (the "2018 10-K"). The Company has continued to follow the accounting policies set forth in those financial statements.


(c)	Supplemental Cash Flow Disclosure



Table 2.1: Certain Cash Transactions and Other Activity
	For the Six Months Ended,
	June 30, 2019		June 30, 2018
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease cash outflows	$	307	$	299
Other activity:
Acquisition of property, plant and equipment included in liabilities	$	2,960	$	3,657

(d) Recent Accounting Pronouncements

Accounting Standards Recently Adopted

The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-02, "Leases.", as of January 1, 2019. The Company elected the transition package of practical expedients permitted within ASU 2016-02, which among other things, allowed the Company to carryforward the historical lease classification. In addition, the Company elected the comparative period practical expedient, which allowed the Company to implement the guidance as of the effective date without having to adjust the comparative financial statements. Instead, under this expedient, companies recognize the cumulative effect adjustment in equity. The Company also made an accounting policy election that leases with an initial term of 12 months or less will not be recorded on the balance sheet and will result in the recognition of those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The adoption of the standard resulted in recognition of approximately $1.0 million in right of use assets and $1.7 million in lease liabilities for

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operating leases on the Company's Consolidated Balance Sheet, with no impact to its retained earnings, Consolidated Statement of Operations and Consolidated Statement of Cash Flows.

The Company adopted ASU 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities," as of January 1, 2019. This ASU expands an entity's ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The adoption of the standard did not have a material impact on the Company's Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments." This ASU is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurements (Topic 820), Changes to the Disclosure Requirements for Fair Value Measurement." This ASU eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Accounting Standards Codification 350-40 to determine which implementation costs to defer and recognize as an asset. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its Consolidated Financial Statements.

(e) Reclassifications

Certain reclassifications of prior year information were made to conform to the 2019 presentation. These reclassifications had no material impact on the Company's Consolidated Financial Statements.

3. TRADE RECEIVABLES, NET



Table 3: Details of Trade Receivables, Net
	June 30, 2019			December 31, 2018
	(in thousands)
Trade receivables, gross	$	40,773		$	39,426
Allowance for cash discounts and doubtful accounts	(847		)	(972		)
Trade receivables, net	$	39,926		$	38,454

Trade receivables are recorded net of credit memos issued during the normal course of business.

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4. INVENTORIES, NET



Table 4: Details of Inventories, Net
	June 30, 2019		December 31, 2018
	(in thousands)
Finished products	$	7,937	$	6,700
Raw materials	18,525		18,388
Supplies and other	7,476		7,137
Inventories, net	$	33,938	$	32,225

5. PROPERTY, PLANT AND EQUIPMENT, NET



Table 5: Details of Property, Plant and Equipment, Net
	June 30, 2019			December 31, 2018
	(in thousands)
Land	$	13,186		$	13,185
Buildings	120,411			118,076
Plant machinery	311,739			292,219
Mobile equipment	15,551			15,163
Construction in progress	13,622			23,566
Property, plant and equipment, at cost	474,509			462,209
Accumulated depreciation	(190,096		)	(173,841		)
Property, plant and equipment, net	$	284,413		$	288,368

Depreciation expense was $8.3 million and $16.5 million for the three and six months ended June 30, 2019, respectively, compared to $8.3 million and $16.3 million for the three and six months ended June 30, 2018, respectively.

6. CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLES, NET



Table 6.1: Details of Customer Relationships and Other Intangibles, Net
	June 30, 2019							December 31, 2018
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
	(in thousands)
Customer relationships	$	116,435	$	(69,668	)	$	46,767	$	116,180	$	(65,738	)	$	50,442
Purchased software	8,987		(5,837		)	3,150		8,225		(5,507		)	2,718
Trademarks	10,038		(3,904		)	6,134		14,772		(5,252		)	9,520
Total	$	135,460	$	(79,409	)	$	56,051	$	139,177	$	(76,497	)	$	62,680

Amortization expense was $2.3 million and $4.6 million for the three and six months ended June 30, 2019, respectively, compared to $2.5 million and $5.1 million for the three and six months ended June, 2018, respectively. During three months ended June 30, 2019, the Company recognized a non-cash impairment loss of $2.9 million related to two trademarks, which the company discontinued the use of in the branding of its products in the current quarter.

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Table 6.2: Details of Future Amortization Expense of Customer Relationships and Other Intangibles
	As of June 30, 2019
	(in thousands)
July 1, 2019 through December 31, 2019	$	4,627
2020	8,354
2021	7,491
2022	6,724
2023	5,794
Thereafter	23,061
Total	$	56,051

7. 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, pursuant to a paper supply agreement, 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 is 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 liner purchased from Seven Hills was $11.8 million and $25.3 million for the three and six months ended June 30, 2019, respectively, compared to $12.9 million and $25.1 million for the three and six months ended June, 2018, respectively. As of June 30, 2019, the Company had certain purchase commitments for paper totaling $37.9 million through 2022.

8. ACCRUED AND OTHER LIABILITIES



Table 8: Details of Accrued and Other Liabilities
	June 30, 2019		December 31, 2018
	(in thousands)
Employee-related costs	$	4,438	$	10,768
Property taxes	1,164		82
Income tax	286		—
Other taxes	552		351
Other	2,697		1,614
Accrued and other liabilities	$	9,137	$	12,815

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9. DEBT



Table 9.1: Details of Debt
	June 30, 2019			December 31, 2018
	(in thousands)
Amended and Restated Credit Agreement (1)	$	251,299		$	252,658
Industrial revenue bonds (2)	16,200			16,200
Less: Original issue discount (net of amortization)	(1,159		)	(1,285		)
Less: Debt issuance costs	(3,617		)	(4,018		)
Total debt	262,723			263,555
Less: Current portion of long-term debt	(1,709		)	(1,669		)
Long-term debt	$	261,014		$	261,886


(1)	As of June 30, 2019 and December 31, 2018, the Amended and Restated Credit Agreement, as amended, had a maturity date of August 18, 2023 and an interest rate of LIBOR (with a 0.75% floor) plus 2.00%.


(2)	As of June 30, 2019 and December 31, 2018, Industrial revenue bonds had a maturity date of December 1, 2025 and an interest rate of LIBOR plus 1.50% less an approximate 20 percent reduction in the rate related to the tax-free interest income to the bond holders.

On August 18, 2016, the Company, Continental Building Products Operating Company, LLC and Continental Building Products Canada Inc. and the lenders party thereto and Credit Suisse, as Administrative Agent, entered into an Amended and Restated Credit Agreement amending and restating the Company's existing first lien credit agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement provides for a $275 million senior secured first lien term loan facility (the "Term Loan") and a $75.0 million senior secured revolving credit facility (the "Revolver"), which mature on August 18, 2023 and August 18, 2021, respectively. The interest rate under the Amended and Restated Credit Agreement was a spread over LIBOR of 2.75% and floor of 0.75%.

On February 21, 2017, the Company repriced its Term Loan lowering its interest rate by 25 basis points to LIBOR plus 2.50%. Subsequently, on December 6, 2017, the Company further repriced its Term Loan lowering its interest rate by an additional 25 basis points to LIBOR plus 2.25% and allowing for a further reduction in the interest rate to LIBOR plus 2.00% based on the attainment of a total leverage ratio of 1.1 or better. All other terms and conditions under the Amended and Restated Credit Agreement remained the same.

During both the six months ended June 30, 2019 and 2018, the Company made $1.4 million of scheduled mandatory principal payments. Because the Company attained a total leverage ratio of less than 1.1 to 1 during the fourth quarter of 2018, the interest rate was further reduced pursuant to the terms of the Amended and Restated Credit Agreement to LIBOR plus 2.00% as of December 31, 2018. As of June 30, 2019, the annual effective interest rate, including original issue discount and amortization of debt issuance costs, was 4.9%.

In December 2018, the Company completed a financing of industrial revenue bonds due December 1, 2025 with a total commitment of $28 million. The bonds were issued by the County of Campbell, Kentucky and Putnam County Development Authority, pursuant to a trust indenture between the issuers and Huntington National Bank, as trustee. Proceeds of the bonds are loaned by the issuers to the Company under a loan agreement, whereby the Company is obligated to make loan payments to the issuers sufficient to pay all debt service and expenses related to the bonds. The Company's obligations under the loan agreement and related note bear interest at a fluctuating rate based on LIBOR plus 1.50% less an approximate 20 percent reduction in the rate related to the tax-free interest income to the bond holders. The loan agreement contains restrictions and covenants on our operations that are consistent with those contained in the Amended and Restated Credit Agreement mentioned below.

There were no amounts outstanding under the Revolver as of June 30, 2019 or December 31, 2018. Interest under the Revolver is floating, based on LIBOR plus 2.25%. In addition, the Company pays a facility fee of 50 basis points per annum on the total capacity under the Revolver. Availability under the Revolver as of June 30, 2019, based on draws and outstanding letters of credit and absence of violations of covenants, was $73.6 million.

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Table 9.2: Details of Future Minimum Principal Payments Due
	Amount Due
	(in thousands)
July 1, 2019 through December 31, 2019	$	1,357
2020	5,326
2021	6,196
2022	6,196
2023	245,074
Thereafter	3,350
Total Payments	$	267,499

Under the terms of the Amended and Restated 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 $22.5 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, taxes, depreciation and amortization. As the sum of outstanding borrowings under the Revolver and outstanding letters of credit were less than $22.5 million at June 30, 2019, the total leverage ratio of no greater than 5.0 under the financial covenant was not applicable at June 30, 2019. The Company was in compliance with all applicable covenants under the Amended and Restated Credit Agreement and the loan agreement related to the industrial revenue bonds as of June 30, 2019.

10. DERIVATIVE INSTRUMENTS

Commodity Derivative Instruments

As of June 30, 2019, the Company had 3.6 million mmBTUs (millions of British Thermal Units) in aggregate notional amount outstanding natural gas swap contracts to manage commodity price exposures. All of these contracts mature by June 30, 2020. The Company elected to designate these derivative instruments as cash flow hedges in accordance with ASC 815-20, "Derivatives – Hedging". No ineffectiveness was recorded on these contracts during the three and six months ended June 30, 2019 and 2018.

Interest Rate Derivative Instrument

In September 2016, the Company entered into interest rate swap agreements for a combined notional amount of $100.0 million with a term of four years, which hedged the floating LIBOR on a portion of the term loan under the Amended and Restated Credit Agreement to an average fixed rate of 1.323% and LIBOR floor of 0.75%. The Company elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

On March 29, 2018, the Company terminated its interest rate swap agreements that were previously designated as a cash flow hedge and received $3.2 million in cash, the fair value of the swap on the termination date. The unrealized gain at termination remains in accumulated other comprehensive income and will be amortized into interest expense over the life of the original hedged instrument. During three and six months ended June 30, 2019, $0.2 million and $0.5 million of unrealized gain, net of tax was amortized into interest expense, compared to $0.2 million for both three and six months ended June 30, 2018. Also on March 29, 2018, the Company entered into new interest rate swap agreements for a combined notional amount of $100.0 million, which expire on September 30, 2020 and hedge the floating LIBOR on a portion of the Term Loan to an average fixed rate of 2.46% and LIBOR floor of 0.75%. The Company elected to designate these interest rate swaps as cash flow hedges for accounting purposes. No ineffectiveness was recorded on these contracts during the three and six months ended June 30, 2019 and 2018.

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Table 10.1: Details of Derivatives Fair Value
	June 30, 2019		December 31, 2018
	(in thousands)
Assets
Interest rate swap	$	—	$	86
Commodity hedges	—		61
Total assets	$	—	$	147
Liabilities
Interest rate swap	$	786	$	—
Commodity hedges	1,210		105
Total liabilities	$	1,996	$	105



Table 10.2: Gains/(losses) on Derivatives
	For the Three Months Ended June 30,											For the Six Months Ended June 30,
	2019			2018		2019			2018			2019			2018		2019			2018
	Gain/(loss) recognized in AOCI on derivatives (effective portion), net of tax					Gain/(loss) reclassified from AOCI into income (effective portion), net of tax						Gain/(loss) recognized in AOCI on derivatives (effective portion), net of tax					Gain/(loss) reclassified from AOCI into income (effective portion), net of tax
	(in thousands)
Interest rate swap	$	(372	)	$	297	$	292		$	139		$	(533	)	$	1,268	$	595		$	209
Commodity hedges	(1,019		)	197		(21		)	(97		)	(977		)	245		(65		)	(194		)
Total	$	(1,391	)	$	494	$	271		$	42		$	(1,510	)	$	1,513	$	530		$	15

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, 2019, the Company's derivatives were in a $2.0 million net liability position and recorded in Other current liabilities. 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, 2019, the Company had no collateral posted with its counterparties related to the derivatives.

11. LEASES

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. Certain building leases also include options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of lease renewal options is at the Company's sole discretion.



Table 11.1: Components of lease expense
	For the Three Months Ended,				For the Six Months Ended,
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(in thousands)
Operating lease cost	$	100	$	99	$	201	$	198
Short term lease cost	564		711		1,075		1,446
Total lease cost	$	664	$	810	$	1,276	$	1,644

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Table 11.2: Maturities of lease liabilities
	Operating leases
	(in thousands)
July 1, 2019 through December 31, 2019	$	311
2020	637
2021	600
2022	—
2023	—
Total lease payments	$	1,548
Less imputed interest	(85		)
Present value of lease liabilities	$	1,463



Table 11.3: Details of lease term and discount rate
	As of June 30, 2019
Weighted-average remaining lease term:
Operating leases	3 years
Weighted-average discount rate:
Operating leases	4.52	%

12. TREASURY STOCK

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 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 in the open market and in private transactions.

Since the initial authorization, the Company' Board of Directors has expanded and extended the stock repurchase program. The most recent authorization on February 21, 2018 expanded the program to a total of $300 million and also extended the expiration date to December 31, 2019. As of June 30, 2019, there was approximately $111.0 million of capacity remaining under this repurchase authorization.

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.



Table 12: Details of Treasury Stock Activity
	June 30, 2019					June 30, 2018
	Shares	Amount (1)		Average Share Price (1)		Shares	Amount (1)		Average Share Price (1)
	(in thousands, except share data)
For the Three Months Ended:
Beginning Balance	9,262,253	$	214,055	$	23.11	7,319,417	$	157,907	$	21.57
Repurchases on open market	589,300	15,018		25.48		344,908	10,012		29.03
Ending Balance	9,851,553	$	229,073	$	23.25	7,664,325	$	167,919	$	21.91

For the Six Months Ended:
Beginning Balance	9,070,346	$	209,050	$	23.05	6,788,817	$	143,357	$	21.12
Repurchases on open market	781,207	20,023		25.63		875,508	24,562		28.05
Ending Balance	9,851,553	$	229,073	$	23.25	7,664,325	$	167,919	$	21.91

(1) Includes commissions paid for repurchases on open market.

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13. SHARE-BASED COMPENSATION

For the three and six months ended June 30, 2019, the Company recognized share-based compensation expenses of $0.6 million and $1.1 million, respectively, compared to $1.0 million and $1.6 million for the three and six months ended June 30, 2018, respectively. The expenses related to share-based compensation awards were recorded in selling and administrative expenses. As of June 30, 2019, there was $5.6 million of total unrecognized compensation cost related to non-vested stock options, restricted stock awards, restricted stock units and performance-based restricted stock units. This cost is expected to be recognized over a weighted average period of 2.6 years.

14. ACCUMULATED OTHER COMPREHENSIVE LOSS



Table 14: Details of Changes in Accumulated Other Comprehensive Loss by Category
	Foreign currency translation adjustment			Net unrealized gain on derivatives, net of tax			Total
	(in thousands)
Balance as of December 31, 2018	$	(5,027	)	$	1,636		$	(3,391	)
Other comprehensive income/(loss) before reclassifications	629			(1,510		)	(881		)
Amounts reclassified from accumulated other comprehensive loss	—			(530		)	(530		)
Net current period other comprehensive income/(loss)	629			(2,040		)	(1,411		)
Balance as of June 30, 2019	$	(4,398	)	$	(404	)	$	(4,802	)

15. INCOME TAXES

The Company’s estimated annual effective tax rate is 22.5%. The Company is subject to federal income taxes and various state, provincial and local income taxes. The Company is subject to audit examinations at the U.S. 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 any challenges would be 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.

16. 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. Potentially dilutive common stock has no effect on income available to common stockholders. For the three and six months ended June 30, 2019, approximately 1,923 and 42,088 share-based compensation awards were excluded from the weighted average shares outstanding because their impact would be anti-dilutive in the computation of dilutive earnings per share. Awards excluded for the same periods in 2018 were zero and 31,474, respectively.

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Table 16: Details of Basic and Dilutive Earnings Per Share
	For the Three Months Ended				For the Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(dollars in thousands, except for share and per share amounts)
Net income	$	12,848	$	21,895	$	28,774	$	35,541

Weighted average number of shares outstanding - basic	34,804,588		36,879,774		35,025,208		37,154,750
Effect of dilutive securities:
Restricted stock awards	—		—		—		1,755
Restricted stock units	18,753		56,188		37,134		64,100
Performance-based restricted stock units	31,452		63,799		30,613		66,654
Stock options	15,732		28,236		16,210		27,688
Total effect of dilutive securities	65,937		148,223		83,957		160,197
Weighted average number of shares outstanding - diluted	34,870,525		37,027,997		35,109,165		37,314,947

Basic earnings per share	$	0.37	$	0.59	$	0.82	$	0.96
Diluted earnings per share	$	0.37	$	0.59	$	0.82	$	0.95

17. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has non-capital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. The total amounts purchased under such commitments were $19.5 million and $41.4 million for the three and six months ended June 30, 2019, respectively, compared to $23.3 million and $43.5 million for the three and six months ended June 30, 2018, respectively.



Table 17: Details of Purchase Commitments
	As of June 30, 2019
	(in thousands)
July 1, 2019 through December 31, 2019	$	20,311
2020	38,906
2021	36,591
2022	28,035
2023	12,254
Thereafter	48,144
Total	$	184,241

Contingent obligations

Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. As of June 30, 2019 and December 31, 2018, the Company had outstanding letters of credit of approximately $1.4 million.

Legal Matters

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 material 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

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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, 2019 and December 31, 2018, 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.

18. 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 97.2% and 97.3% of the Company's revenues for the three and six months ended June 30, 2019, respectively, compared to 97.4% and 97.1% of the Company's revenues for the three and six months ended June 30, 2018, respectively. This segment produces wallboard for the commercial and residential construction sectors. The Company also manufactures 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 customer generating the revenue. 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.



Table 18.1: Segment Reporting
	For the Three Months Ended						For the Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(in thousands)
Net Sales:
Wallboard	$	120,748		$	135,667		$	239,692		$	248,638
Other	3,458			3,601			6,546			7,432
Total net sales	$	124,206		$	139,268		$	246,238		$	256,070
Operating Income:
Wallboard	$	19,886		$	31,122		$	43,481		$	52,152
Other	(441		)	(562		)	(930		)	(830		)
Total operating income	$	19,445		$	30,560		$	42,551		$	51,322
Adjustments:
Interest expense	$	(2,395	)	$	(2,694	)	$	(4,887	)	$	(5,414	)
Losses from equity investment	(367		)	(391		)	(412		)	(755		)
Other expense, net	(66		)	(87		)	(102		)	(227		)
Income before provision for income taxes	$	16,617		$	27,388		$	37,150		$	44,926
Depreciation and Amortization:
Wallboard	$	10,328		$	10,411		$	20,603		$	20,717
Other	243			394			488			669
Total depreciation and amortization	$	10,571		$	10,805		$	21,091		$	21,386

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Table 18.2: Details of Net Sales By Geographic Region
	For the Three Months Ended				For the Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
	(in thousands)
United States	$	118,195	$	132,513	$	234,906	$	242,488
Canada	6,011		6,755		11,332		13,582
Net sales	$	124,206	$	139,268	$	246,238	$	256,070



Table 18.3: Details of Assets By Geographic Region
	Fixed Assets				Total Assets
	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
	(in thousands)
United States	$	281,268	$	285,202	$	642,840	$	655,849
Canada	3,145		3,166		17,096		16,532
Total	$	284,413	$	288,368	$	659,936	$	672,381

19. FAIR VALUE DISCLOSURES

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, 2019 and December 31, 2018, 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, 2019 that are recorded at fair value on a recurring basis are the natural gas hedges and interest rate swaps. 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.



Table 19.1: Fair Value Hierarchy - 2019
	As of June 30, 2019
	Level 1		Level 2		Level 3		Balance
	(in thousands)
Asset
Interest rate swap	$	—	$	—	$	—	$	—
Commodity derivatives	—		—		—		—
Total assets	$	—	$	—	$	—	$	—

Liabilities
Interest rate swap	$	—	$	786	$	—	$	786
Commodity derivatives	—		1,210		—		1,210
Total liabilities	$	—	$	1,996	$	—	$	1,996

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Table 19.2: Fair Value Hierarchy - 2018
	As of December 31, 2018
	Level 1		Level 2		Level 3		Balance
	(in thousands)
Asset
Interest rate swap	$	—	$	86	$	—	$	86
Commodity derivatives	—		61		—		61
Total assets	$	—	$	147	$	—	$	147

Liabilities
Interest rate swap	$	—	$	—	$	—	$	—
Commodity derivatives	—		105		—		105
Total liabilities	$	—	$	105	$	—	$	105

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20. BUCHANAN PLANT OUTAGE

On January 24, 2019, Company's Buchanan, New York plant experienced a significant equipment malfunction, resulting in an outage at the plant. The plant was off-line while repairs were made through March 15, 2019. While the Buchanan plant was down, the Company increased production at its plants in Silver Grove, Kentucky and Palatka, Florida to offset a portion of the lost production from the Buchanan plant.

The Company has standard insurance coverage that is intended to cover circumstances such as these, including business interruption insurance. The Company's insurance coverage is designed to cover the direct costs of rebuilding the damaged equipment, costs incurred to re-direct products from the Company's other plants, and the lost contribution margin of the sales that otherwise would have been made if the plant was operating normally.

During the three months ended June 30, 2019, the Company recorded $3.2 million to compensate for operating income associated with the lost sales from business interruption that otherwise would have been made if the plant had been operating normally. The Company is working closely with its insurance advisers and carrier to finalize the claim associated with business interruption coverage.



Table 20.1: Details of Insurance Claims and Cash Payments Related to Buchanan Outage Excluding Amounts Received from Business Interruption for Lost Operating Income Associated with Lost Sales
	Claim Details						Cash Details
	Claim Amount		Insurance Deductible		Net recovery recorded in six months ended June 30, 2019		Cash received in the six months ended June 30, 2019		Receivable Recorded as of June 30, 2019
	(in thousands)
Rebuild property, plant and equipment damaged (a)	$	1,839	$	250	$	1,589	$	1,589	$	—
Directs costs associated with business interruption (b)	3,015		—		3,015		2,377		638
	$	4,854	$	250	$	4,604	$	3,966	$	638


(a)	The rebuild of property, plant and equipment damaged and related net recovery resulted in a net gain of $1.5 million.

(b)

Direct costs associated with the business interruption include various expenses such as additional freight to ship to customers at greater distances from other plants, additional freight costs to reroute incoming raw materials and other various costs that were incurred as a result of the Buchanan outage and are expected to be covered by the Company's insurance policy. The net recovery of direct costs associated with business interruption were netted against actual costs incurred resulting in a net impact of zero to the income statement.



Table 20.2: Details of Gain from Insurance Recoveries, Net
	For the Six Months Ended
	June 30, 2019
	(in thousands)
Cost to rebuild property, plant and equipment (capitalized)	$	1,839
Insurance deductible	250
Net recoveries from insurance policy	1,589
Write-off of property, plant and equipment	76
Gain from insurance recoveries, net	$	1,513

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with "Risk Factors," "Forward-Looking Statements," "Selected Historical Financial and Operating Data," and our financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2018 filed with the Securities and Exchange Commission on February 22, 2019 (the "2018 Form 10-K") and elsewhere in this Quarterly Report on Form 10-Q, as applicable.

Overview

We are a leading manufacturer of gypsum wallboard and complementary finishing products in the eastern United States and eastern Canada. We operate highly efficient and automated manufacturing facilities that produce a full range of gypsum wallboard products for our diversified customer base. We sell our products in the new residential, repair and remodel, or R&R, and commercial construction markets.

Our primary reportable segment is wallboard, which accounted for approximately 97.2% and 97.3% of our net sales for the three and six months ended June 30, 2019, respectively, compared to 97.4% and 97.1% of our net sales for the three and six months ended June 30, 2018, respectively. We also operate other business activities, primarily the production of finishing products, which complement our full range of wallboard products. See Note 18 to the Consolidated Financial Statements for additional information on our reporting segments.

Factors Affecting Our Results

Market

For the new residential construction market, housing starts are a good indicator of demand for our gypsum products. Installation of our gypsum products into a single family home typically follows a housing start by 90 to 120 days. The R&R market includes renovation of both residential and nonresidential buildings. Many buyers begin to remodel an existing home within two years of purchase. The generally rising levels of existing home sales and home resale values in recent years have contributed to an increase in demand for our products from the R&R market. The commercial construction market encompasses areas such as office, retail, heath care, hospitality, educational and government projects. Demand for our products from commercial construction typically follows signing of construction contracts by 12 to 18 months.

The rate of growth in the new residential construction market, R&R market, and the new nonresidential construction market remains uncertain and will depend on broader economic circumstances, including employment, household formation, the home ownership rate, existing home price trends, availability of mortgage financing, interest rates, consumer confidence, job growth, availability of skilled labor and discretionary business investment.

Wallboard pricing can be impacted by overall industry capacity in the United States. Currently, there is excess wallboard production capacity industry-wide in the United States which can lead to downward pressure on wallboard prices. We estimate that industry capacity utilization was approximately 77% and 75% for the three and six months ended June 30, 2019, respectively, compared to 81% and 74% for the same period of 2018.

Market Outlook

Industry Analysts' forecasts for 2019 housing starts in the United States included in the June 2019 Blue Chip Economic Indicators are 1.17 million to 1.28 million units, based on the average of the bottom ten and top ten forecasts included in the report, respectively. This forecast range represents a decrease of 6% to an increase of 2% over the 2018 housing starts of 1.25 million. We expect that the R&R and new commercial markets will grow in percentage by low single digits from 2018 to 2019.

Industry shipments of gypsum wallboard in the United States as reported by the Gypsum Association were an estimated 6.5 billion square feet and 6.9 billion square feet for the three months ended June 30, 2019 and 2018, respectively. For the six months ended June 30, 2019, industry shipments were 12.8 billion square feet, up 1.6% from the same prior year period. We estimate that industry shipments in the United States for all of 2019 will increase in percentage by low single digits from 24.9 billion square feet in 2018.

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Manufacturing and Distribution Costs

Paper and synthetic gypsum are our principal wallboard raw materials. Paper constitutes our most significant input cost and the most significant driver of our variable manufacturing costs. Energy costs, consisting of natural gas and electricity, are the other key input costs. In total, manufacturing cash costs represented 64% of our costs of goods sold for both the three and six months ended June 30, 2019 and 2018. Depreciation and amortization represented 11% of our costs of goods sold for both the three and six months ended June 30, 2019 and 2018. Distribution costs to deliver products to our customers represented 25% of our costs of goods sold for both the three and six months ended June 30, 2019 and 2018.

Variable manufacturing costs, including inputs such as paper, gypsum, natural gas, and other raw materials, represented 69% of our manufacturing cash costs for both the three and six months ended June 30, 2019 and 2018. Fixed production costs excluding depreciation and amortization consisted of labor, maintenance, and other costs that represented 31% of our manufacturing cash costs for both the three and six months ended June 30, 2019 and 2018. Recently we have experienced increases in the costs of gypsum related to the need to source from additional suppliers at higher delivered costs. We expect to experience continued inflationary pressures on these costs for the foreseeable future.

We currently purchase most of our paperboard liner from Seven Hills, a joint venture between us and WestRock Company. Under the paper supply agreement with Seven Hills, the price of paper adjusts based on changes in the underlying costs of production of the paperboard liner, of which the two most significant are recovered waste paper and natural gas. The largest waste paper source used by the operation is old cardboard containers (known as OCC). Seven Hills has the capacity to supply us with approximately 80% of our paper needs at our full capacity utilization and most of our needs at current capacity utilization on market-based pricing terms. We also purchase additional paper on the spot market or under short-term contracts at competitive prices. See Note 7 to the Consolidated Financial Statements for additional information regarding our investment in Seven Hills.

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Results of Operations



Table M1: Results of Operations
	For the Three Months Ended						For the Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
	(dollars in thousands, except mill net)
Net sales	$	124,206		$	139,268		$	246,238		$	256,070
Cost of goods sold	95,970			98,263			186,756			184,879
Gross profit	28,236			41,005			59,482			71,191
Selling and administrative expense	9,118			10,445			18,771			19,869
Loss on intangible asset impairment	2,911			—			2,911			—
Gain from insurance recoveries, net	—			—			1,513			—
Gain from business interruption insurance	3,238			—			3,238			—
Operating income	19,445			30,560			42,551			51,322
Other expense, net	(66		)	(87		)	(102		)	(227		)
Interest expense, net	(2,395		)	(2,694		)	(4,887		)	(5,414		)
Income before losses from equity method investment and provision for income taxes	16,984			27,779			37,562			45,681
Losses from equity method investment	(367		)	(391		)	(412		)	(755		)
Income before provision for income taxes	16,617			27,388			37,150			44,926
Provision for income taxes	(3,769		)	(5,493		)	(8,376		)	(9,385		)
Net income	$	12,848		$	21,895		$	28,774		$	35,541
Other operating data:
Capital expenditures and software purchased or developed	$	6,008		$	7,359		$	13,365		$	13,796
Wallboard sales volume (million square feet)	678			722			1,327			1,337
Mill net sales price (1)	$	143.77		$	153.88		$	146.57		$	152.83


(1)	Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

Net Sales. Net sales decreased by $15.1 million, down 10.8% from $139.3 million for the three months ended June 30, 2018, to $124.2 million for the three months ended June 30, 2019. The decrease was primarily attributable to a $8.4 million unfavorable impact of lower wallboard volumes driven by lower demand in the United States and Canada and a $6.4 million unfavorable impact of a decrease in the average net selling price for gypsum wallboard at constant exchange rates. The remaining decrease is related to unfavorable impacts of changes in foreign currency exchange rates and lower non-wallboard products sales.

Cost of Goods Sold. Cost of goods sold decreased $2.3 million, down 2.3% from $98.3 million for the three months ended June 30, 2018, to $96.0 million for the three months ended June 30, 2019. Lower wallboard volumes decreased input costs and freight costs by $2.6 million and $1.5 million, respectively. In addition, lower depreciation and amortization decreased cost of goods sold by $0.3 million. The overall decrease was partially offset by higher per unit freight and input costs, which increased cost of goods sold by $2.1 million.

Selling and Administrative Expense. Selling and administrative expense decreased $1.3 million, down 12.5% from $10.4 million for the three months ended June 30, 2018, to $9.1 million for the three months ended June 30, 2019. The decrease was primarily driven by lower bonus and stock compensation expenses.

Loss on intangible asset impairment. During the second quarter of 2019, the Company recorded a $2.9 million non-cash impairment loss related to two of its trademarks, which it discontinued the use of in the branding of its products.

Gain from business interruption insurance. During the second quarter of 2019, the Company recorded a gain of $3.2 million related to lost profits as a result of Buchanan plant outage in the first quarter of 2019. See Note 20 to the Consolidated Financial Statements for further details.

Operating Income. Operating income of $19.4 million for the three months ended June 30, 2019 decreased by $11.2 million or 36.6% from operating income of $30.6 million for the three months ended June 30, 2018 primarily due to lower volume and

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average net sales price, cost inflation, and the recognition of a one time non-cash impairment loss, partially offset by insurance proceeds for business interruption and lower bonus and stock compensation expenses.

Other Expense, Net. Other expense, net, was materially consistent when compared to prior year.

Interest Expense, Net. Interest expense, net, was $2.4 million for the three months ended June 30, 2019, a decrease of $0.3 million from $2.7 million for the three months ended June 30, 2018. The decrease was primarily driven by a $0.2 million increase in interest income on short term liquid investments, a $0.2 million decrease in interest expense on our Term Loan primarily related to decrease in the spread, a $0.1 million decrease due to the replacement of some of the Term Loan with industrial revenue bonds that have lower interest rates, and a $0.1 million increase in capitalized interest. These decreases were partially offset by a $0.3 million increase on the unhedged portion of the Term Loan as a result of the rise in LIBOR.

See Note 9 and Note 10 to the Consolidated Financial Statements for further details on the repricing and interest rate swap, respectively.

Provision for Income Taxes. Provision for income taxes decreased $1.7 million to $3.8 million for the three months ended June 30, 2019, compared to $5.5 million in the prior period. The lower provision for income taxes was primarily driven by lower pretax income.

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Net Sales. Net sales decreased by $9.9 million, down 3.9% from $256.1 million for the six months ended June 30, 2018, to $246.2 million for the six months ended June 30, 2019. The decrease was primarily attributable to a $6.7 million unfavorable impact of a lower average net selling price for gypsum wallboard at constant exchange rates and a $1.9 million unfavorable impact of lower wallboard volumes. In addition, there were unfavorable impacts of $0.9 million related to non-wallboard products and $0.4 million related to foreign currency exchange rates.

Cost of Goods Sold. Cost of goods sold increased $1.9 million, up 1.0% from $184.9 million for the six months ended June 30, 2018, to $186.8 million for the six months ended June 30, 2019. Higher per unit freight and input costs increased cost of goods sold by $2.8 million. The overall increase was partially offset by lower wallboard volumes which had favorable impact on input costs and freight costs of $0.6 million and $0.3 million, respectively.

Selling and Administrative Expense. Selling and administrative expense decreased $1.1 million, down 5.5% from $19.9 million for the six months ended June 30, 2018, to $18.8 million for the six months ended June 30, 2019. The decrease was primarily driven by lower bonus and stock compensation expenses.

Gain from insurance recoveries, net . On January 24, 2019, the Company's Buchanan, New York plant experienced a significant equipment malfunction, and operations at the facility were temporarily suspended while the equipment was repaired and replaced. The Company resumed operations on March 15, 2019. Gain from insurance recoveries, net of losses incurred, relate to $1.8 million of insurance proceeds received for repairs to the Buchanan plant in excess of the $0.3 million for insurance deductible and asset write-off. Various additional expenditures related to the plant outage were netted against insurance coverage on a dollar for dollar basis. See Note 20 to the Consolidated Financial Statements for further details.

Gain from business interruption insurance. During the second quarter of 2019, the Company recorded a gain of $3.2 million related to lost profits as a result of the Buchanan plant outage in the first quarter of 2019. See Note 20 to the Consolidated Financial Statements for further details.

Operating Income. Operating income of $42.6 million for the six months ended June 30, 2019 decreased by $8.7 million or 17.0% from operating income of $51.3 million for the six months ended June 30, 2018 due to a lower average net sales price, cost inflation, and the recognition of a one time non-cash impairment loss, partially offset by the gain from insurance recoveries and a decrease in bonus and stock compensation expenses.

Other Expense, Net. Other expense, net, decreased by $0.1 million for the six months ended June 30, 2019.

Interest Expense, Net. Interest expense, net, was $4.9 million for the six months ended June 30, 2019, a decrease of $0.5 million from $5.4 million for the six months ended June 30, 2018. The decrease was primarily driven by a $0.4 million increase in interest income on short term liquid investments, a $0.3 million decrease in interest expense on our Term Loan primarily related to decrease in the spread, a $0.2 million increase in capitalized interest, a $0.1 million decrease related to lower average outstanding borrowings compared to 2018, and a $0.1 million decrease due to the replacement of some of the

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Term Loan with industrial revenue bonds that have lower interest rates. These decreases were partially offset by a $0.6 million increase on the unhedged portion of the Term Loan as a result of the rise in LIBOR.

See Note 9 and Note 10 to the Consolidated Financial Statements for further details on the repricing and interest rate swap, respectively.

Provision for Income Taxes. Provision for income taxes decreased $1.0 million to $8.4 million for the six months ended June 30, 2019, compared to $9.4 million in the prior period. The lower provision for income taxes was primarily driven by lower pretax income.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash from operations, and borrowings under our debt financing arrangements. As of June 30, 2019, we had $110.6 million in cash and cash equivalents. We believe that our current cash position, availability under our Revolver, access to the long-term debt capital markets and cash flow generated from operations should be sufficient not only for our operating requirements but also to enable us to complete our capital expenditure programs, fund share repurchases and any required long-term debt payments through the next several fiscal years. See Note 9 to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.



Table M2: Net Change in Cash and Cash Equivalents
	For the Six Months Ended
	June 30, 2019			June 30, 2018
	(in thousands)
Net cash provided by operating activities	$	41,550		$	52,776
Net cash used in investing activities	(11,476		)	(14,156		)
Net cash used in financing activities	(22,428		)	(26,456		)
Effect of foreign exchange rates on cash and cash equivalents	333			(320		)
Net change in cash and cash equivalents	$	7,979		$	11,844

Net Cash Provided By Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2019 and 2018 was $41.6 million and $52.8 million, respectively. The decrease of $11.2 million in 2019 compared to 2018 was primarily driven by a decrease in operating income due to lower wallboard volumes and a decrease in the average net selling price for gypsum wallboard. The remaining decrease is due to changes in working capital.

Net Cash Used In Investing Activities

Net cash used in investing activities for the six months ended June 30, 2019 was $11.5 million, compared to $14.2 million for the six months ended June 30, 2018. Capital expenditures and software purchased decreased by $0.4 million from $13.8 million in 2018 to $13.4 million in 2019. Capital expenditures in 2019 included $1.8 million to repair the Buchanan plant. The Company received $1.6 million of insurance proceeds, net of the deductible, for reimbursement of these repair costs. The remaining change was driven by distributions and contributions related to our equity investment in Seven Hills.

Net Cash Used In Financing Activities

Net cash used in financing activities for the six months ended June 30, 2019 and 2018 was $22.4 million and $26.5 million, respectively. The change for the six months ended June 30, 2019 primarily reflects an aggregate of $20.0 million deployed to repurchase common stock, compared to $24.6 million in the same period 2018. See Note 12 to the Consolidated Financial Statements for more detailed discussion of share repurchase activity.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates, judgments and assumptions that affect the reported

amounts of assets, liabilities, revenues and expenses during the periods presented. The 2018 Form 10-K includes a summary of the critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues or expenses during the six months ended June 30, 2019.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are included throughout this Quarterly Report on Form 10-Q, and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, capital resources and other financial and operating information. We have used the words "anticipate," "assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "future," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will" and similar terms and phrases to identify forward-looking statements in this Quarterly Report on Form 10-Q. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:


•	cyclicality in our markets, especially the new residential construction market;


•	disruptions in our supply of synthetic gypsum due to regulatory changes or coal-fired power plants ceasing or reducing operations or switching to natural gas;


•	changes in the costs and availability of transportation;


•	the competitive labor market and resulting employee turnover;


•	disruptions to our supply of paperboard liner, including termination of the WestRock contract;


•	significant buying power of certain customers;


•	potential losses of customers;


•	the highly competitive nature of our industry and the substitutability of competitors' products;


•	material disruptions at our facilities or the facilities of our suppliers;


•	changes in energy, transportation and other input costs;


•	changes to environmental and safety laws and regulations requiring modifications to our manufacturing systems;


•	changes in, cost of compliance with or the failure or inability to comply with governmental laws and regulations, in particular environmental regulations;


•	our involvement in legal and regulatory proceedings;


•	our ability to attract and retain key management employees;


•	cybersecurity risks;


•	disruptions in our information technology systems;


•	labor disruptions;


•	seasonal nature of our business; and


•	additional factors discussed under the sections captioned Risk Factors, Management's Discussion and Analysis of Financial Condition and Results of Operations and Business in our SEC filings.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on historical performance and management's current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include those described in Item 1A. Risk Factors in the 2018 Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company's market rate risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" on the 2018 Form 10-K have not changed materially during the six month period ended June 30, 2019.

Item 4. Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures. The Company's management carried out the evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act), required by paragraph (b) of Exchange Act Rules 13a-15, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2019.

Changes in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations in Control Systems. The design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, or that the degree of compliance with the policies or procedures may not deteriorate. Because of their inherent limitations, disclosure controls and procedures may not prevent or detect all misstatements. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we have been, and may in the future become involved in, litigation or other legal proceedings relating to claims arising in the normal course of business. In the opinion of management, there are no pending or threatened legal proceedings which would reasonably be expected to have a material adverse effect on our business or results of operations. We may become involved in material legal proceedings in the future.

See Note 17 to the Consolidated Financial Statements for a description of certain legal proceedings.

Item 1A. Risk Factors

There were no material changes during the three months ended June 30, 2019 to the risk factors previously disclosed in the 2018 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

(c) On November 4, 2015, our Board of Directors approved a new stock repurchase program authorizing us to repurchase up to $50 million of our common stock, at such times and prices as determined by management as market conditions warrant, through December 31, 2016. On August 3, 2016, our Board of Directors increased the aggregate authorization from up to $50 million to up to $100 million and extended the expiration date to December 31, 2017. On February 21, 2017, the Board of Directors further expanded the Company's share repurchase program by an additional $100 million up to a total of $200 million of its common stock and extended the expiration date to December 31, 2018. On February 21, 2018, the Board of Directors further expanded the Company's share repurchase program by an additional $100 million up to a total of $300 million of its common stock and extended the expiration date to December 31, 2019.



Common Stock Repurchase Activity During the Three Months Ended June 30, 2019
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs
April 1 - April 30, 2019	489,400	$	25.41	489,400	$	113,543,831
May 1 - May 31, 2019	99,900	25.84		99,900	110,962,202
June 1 - June 30, 2019	—	—		—	110,962,202
Total	589,300	$	25.48	589,300

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Item 3. Defaults Upon Senior Securities

(a) None.

(b) None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits



Exhibit No.	Description of Exhibit

3.1	Second Amended and Restated Certificate of Incorporation.	(a)

3.2	Second Amended and Restated Bylaws.	(a)

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*

101.INS	Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.	*

101.SCH	Inline XBRL Taxonomy Extension Schema Document.	*

101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document.	*

101.DEF	Inline XBRL Taxonomy Definition Linkbase Document.	*

101.LAB	Inline XBRL Taxonomy Label Linkbase Document.	*

101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.	*

104	Cover Page Interactive Data File - The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 is formatted in Inline XBRL.	*



*		Filed herewith.
(a)		Previously filed on May 7, 2019 as an exhibit to the Company's Current Report on Form 8-K and incorporated herein by reference

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CONTINENTAL BUILDING PRODUCTS, INC.

	/s/ James Bachmann	August 2, 2019
By:	James Bachmann
	President and Chief Executive Officer
	(Principal Executive Officer)

	/s/ Dennis Schemm	August 2, 2019
By:	Dennis Schemm
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)


1.	I have reviewed this Quarterly Report on Form 10-Q of Continental Building Products, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.