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Delaware
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37-1830464
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Securities Registered Pursuant to Section 12(b) Act:
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.001 par value per share
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NASDAQ Global Select Market
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Securities Registered Pursuant to Section 12(g) Act: None
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[ ] Large accelerated filer
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[ ] Accelerated filer
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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[ ] Smaller reporting company
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Page
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Part I
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Part II
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Part III
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Part IV
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the level of construction activity, particularly in the residential construction and non-residential construction markets;
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government funding of infrastructure and related construction activities;
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the highly competitive nature of our industry and our ability to effectively compete;
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energy costs;
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the availability and price of the raw materials we use in our business;
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the ability to implement our growth strategy;
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our dependence on key customers and the absence of long-term agreements with these customers;
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the level of construction activity in Texas;
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disruption at one of our manufacturing facilities or in our supply chain;
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construction project delays and our inventory management;
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our ability to successfully integrate our recent acquisitions;
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labor disruptions and other union activity;
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a tightening of mortgage lending or mortgage financing requirements;
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our current dispute with HeidelbergCement related to the payment of an earn-out;
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compliance with environmental laws and regulations;
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compliance with health and safety laws and regulations and other laws and regulations to which we are subject;
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our dependence on key executives and key management personnel;
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our ability to retain and attract additional skilled technical or sales personnel;
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credit and non-payment risks of our customers;
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warranty and related claims;
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legal and regulatory claims;
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the seasonality of our business and its susceptibility to severe adverse weather;
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our ability to maintain sufficient liquidity and ensure adequate financing or guarantees for large projects;
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delays or outages in our information technology systems and computer networks; and
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additional factors discussed in our filings with the Securities and Exchange Commission, or the SEC.
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Upgraded our senior leadership team, including a new CEO and CFO, both of whom have relevant public company leadership experience and manufacturing industry expertise
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Rebranded our business to “Forterra” to strengthen and unify our corporate identity
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Strengthened corporate functions to operate as a fully autonomous, standalone company
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Implemented incentive compensation arrangements at the sales level to drive profitable growth and instill a strong performance culture
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Launched numerous operational, commercial and cost savings initiatives throughout our businesses, targeting efficiency and profitability improvements from which we believe we have realized more than $35 million of savings in 2016 and from which we believe will realize further substantial efficiencies
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Executed our strategic acquisition strategy to build geographic scale and significantly enhance our extensive product offering with seven acquisitions since October 1, 2015
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Streamlined our product portfolio and refocused our efforts and resources on water infrastructure with strategic transactions, including the divestiture of our bricks and roof tile businesses
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Key Segments
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Drainage Pipe & Products
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Water Pipe & Products
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Products
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Product Applications
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Stormwater and wastewater infrastructure
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Potable and wastewater transmission and distribution
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Primary Market Channels
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- Direct to Contractors - Distributors
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- Distributors - Direct to Contractors, Municipalities and Utilities Waterworks
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# of Manufacturing Facilities
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69
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24
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the federal Resource Conservation and Recovery Act, or RCRA, and comparable state laws that impose requirements for the generation, handling, transportation, treatment, storage, disposal and cleanup of waste from our operations;
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the federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, also known as “Superfund,” and comparable state laws that govern the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or locations which we have sent waste for disposal;
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the federal Clean Water Act, or CWA, and analogous state laws and regulations that can impose detailed permit requirements and strict controls on discharges of waste water from our facilities; and
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the federal Clean Air Act, or CAA, and comparable state laws and regulations that impose obligations related to air emissions, including federal and state laws and regulations to address greenhouse gas, or GHG, emissions.
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diversion of the attention of our management and that of the acquired business;
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combining management teams, strategies and philosophies;
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merging or linking different accounting and financial reporting systems and systems of internal controls;
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assimilation of personnel, human resources and other administrative departments and potentially contrasting corporate cultures;
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merging computer, technology and other information networks and systems;
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incurring or guaranteeing additional indebtedness;
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disruption of our relationship with, or loss of, key customers, suppliers or personnel;
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interference with, or loss of momentum in, our ongoing business or that of the acquired company; and
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delays or cost overruns in the integration process.
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dispose of certain assets;
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incur or guarantee additional indebtedness;
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enter into new lines of business;
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make investments, intercompany loans or certain payments in respect of indebtedness;
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incur or maintain certain liens;
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enter into transactions with affiliates;
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engage in certain sale and leaseback transactions;
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declare or pay dividends and make other restricted payments, including the repurchase or redemption of our stock; and
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engage in mergers, consolidations, liquidations and certain asset sales.
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the likelihood that an active trading market for shares of our common stock will be sustained;
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the liquidity of any such market;
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the ability of our stockholders to sell their shares of common stock; or
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the price that our stockholders may obtain for their common stock.
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actual or anticipated variations in our quarterly operating results;
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changes in market valuations of similar companies;
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changes in the markets in which we operate;
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additions or departures of key personnel;
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actions by stockholders, including the sale by Lone Star of any of its shares of our common stock;
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speculation in the press or investment community;
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general market, economic and political conditions, including an economic slowdown;
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uncertainty regarding economic events, including in Europe in connection with the United Kingdom’s possible departure from the European Union;
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changes in interest rates;
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our operating performance and the performance of other similar companies;
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our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts; and
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new legislation or other regulatory developments that adversely affect us, our markets or our industry.
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it is assumed that we will pay effective state and local taxes at a rate of 5%, even though our actual effective state and local tax rate may be materially lower;
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tax benefits existing at the time of our initial public offering are deemed to be utilized before any post-closing/after-acquired tax benefits and, as a result, we could be required to make payments to Lone Star for a particular tax year even if our tax liability for such year would have been materially reduced or eliminated by reason of our utilization of the post-initial public offering/after-acquired tax benefits;
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a non-taxable transfer of assets by us to a non-consolidated entity is treated under the tax receivable agreement as a taxable sale at fair market value and, as a result, we could be required to make payments to Lone Star even though such non-taxable transfer would not generate any actual tax benefits to us or our non-consolidated entity; and
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a taxable sale or other taxable transfer of subsidiary stock by us (in cases where the subsidiary’s tax basis in its assets exceeds our tax basis in the subsidiary’s stock) is treated under the tax receivable agreement as a taxable sale of the subsidiary’s assets and, as a result, we could be required to make payments to Lone Star that materially exceed the actual tax benefit we realize from such stock sale.
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permit us to issue, without stockholder approval, preferred stock in one or more series and, with respect to each series, fix the number of shares constituting the series and the designation of the series, the voting powers, if any, of the shares of the series and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series;
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prevent stockholders from calling special meetings;
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restrict the ability of stockholders to act by written consent after such time as Lone Star owns less than a majority of our common stock;
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limit the ability of stockholders to amend our certificate of incorporation and bylaws;
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require advance notice for nominations for election to the board of directors and for stockholder proposals;
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do not permit cumulative voting in the election of our directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election; and
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establish a classified board of directors with staggered three-year terms.
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Facility Name
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City
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State/Province
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Ownership
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Drainage Pipe & Products (69 plants)
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Caldwell
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Caldwell
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Idaho
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Owned
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Salt Lake City
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Salt Lake City
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Utah
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Owned
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Montgomery
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Montgomery
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Alabama
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Leased
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Pelham
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Pelham
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Alabama
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Owned
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El Mirage
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El Mirage
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Arizona
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Leased
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Little Rock
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Little Rock
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Arkansas
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Leased
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West Memphis
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West Memphis
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Arkansas
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Leased
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Florin Road (2 plants)
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Sacramento
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California
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Leased
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Deland Precast
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Deland
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Florida
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Leased
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Gretna
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Gretna
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Florida
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Leased
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Marianna
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Marianna
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Florida
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Leased
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Winter Haven Pipe
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Winter Haven
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Florida
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Leased
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Athens Precast
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Athens
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Georgia
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Leased
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Rome
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Rome
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Georgia
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Leased
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La Place
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La Place
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Louisiana
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Leased
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New Orleans
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New Orleans
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Louisiana
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Leased
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St. Martinville
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St. Martinville
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Louisiana
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Leased
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Como
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Como
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Mississippi
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Owned
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Hattiesburg (2 plants)
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Hattiesburg
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Mississippi
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Owned
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Jackson Northside
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Jackson
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Mississippi
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Leased
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Columbus
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Columbus
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Ohio
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Leased
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Dayton - Dixie
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Dayton
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Ohio
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Leased
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Macedonia
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Macedonia
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Ohio
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Leased
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Oklahoma City
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Oklahoma City
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Oklahoma
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Leased
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Austin Pipe
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Austin
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Texas
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Leased
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Cedar Hill Pipe
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Cedar Hill
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Texas
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Leased
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Grand Prairie (2 plants)
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Grand Prairie
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Texas
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Leased
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Jersey Village (3 plants)
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Houston
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Texas
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Leased
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Waco
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Hewitt
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Texas
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Leased
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Facility Name
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City
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State/Province
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Ownership
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Ottawa
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Gloucester
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Ontario
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Leased
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Cambridge
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Cambridge
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Ontario
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Leased
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Franklin
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Franklin
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Tennessee
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Leased
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Lexington
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Lexington
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Kentucky
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Leased
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Chattanooga
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Chattanooga
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Tennessee
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Leased
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Lenoir City
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Lenoir City
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Tennessee
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Leased
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Elizabethtown
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Elizabethtown
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Kentucky
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Leased
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Hermitage
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Hermitage
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Tennessee
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Leased
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Louisville
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Louisville
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Kentucky
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Leased
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Cullman
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Cullman
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Alabama
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Leased
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Billings
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Billings
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Montana
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Leased
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Bonner Springs
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Bonner Springs
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Kansas
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Leased
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Cedar Rapids
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Cedar Rapids
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Iowa
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Leased
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Des Moines
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Des Moines
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Iowa
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Leased
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Elk River
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Elk River
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Minnesota
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Leased
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Hawley
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Hawley
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Minnesota
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Leased
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Helena
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Helena
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Montana
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Leased
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Humboldt
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Humboldt
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Iowa
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Owned
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Iowa Falls
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Iowa Falls
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Iowa
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Leased
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Lawrence
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Lawrence
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Kansas
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Leased
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Marshalltown
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Marshalltown
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Iowa
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Leased
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Menoken
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Menoken
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North Dakota
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Leased
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Mitchell
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Mitchell
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South Dakota
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Owned
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Plattsmouth
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Plattsmouth
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Nebraska
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Leased
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Rapid City
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Rapid City
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South Dakota
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Leased
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Shakopee
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Shakopee
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Minnesota
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Leased
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Henderson (2 plants)
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Henderson
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Colorado
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Leased
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Grand Junction
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Grand Junction
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Colorado
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Leased
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Waxahachie
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Waxahachie
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Texas
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Owned
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Lubbock
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Lubbock
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Texas
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Owned
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Stacy
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Stacy
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Minnesota
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Owned
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Green Cove Springs
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Green Cove Springs
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Florida
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Owned
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Riverside
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Menifee
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California
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Leased
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Oceanside
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Oceanside
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California
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Leased
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Water Pipe & Products (24 plants)
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St. Eustache Pressure Pipe
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St. Eustache
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Quebec
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Leased
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Stouffville
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Stouffville
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Ontario
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Leased
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Uxbridge
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Uxbridge
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Ontario
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Leased
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Grand Prairie
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Grand Prairie
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Texas
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Leased
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Lubbock Pressure Pipe
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Lubbock
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Texas
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Leased
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Palatka
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Palatka
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Florida
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Owned
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South Beloit Pressure Pipe
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South Beloit
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Illinois
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Leased
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Facility Name
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City
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State/Province
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Ownership
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Bakewell Pressure Pipe
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Bakewell
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Tennessee
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Leased
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Bessemer (2 plants)
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Bessemer
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Alabama
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Owned
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Mini Mill
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Bessemer
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Alabama
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Owned
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Union City
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Union City
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California
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Owned
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Lynchburg
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Lynchburg
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Virginia
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Owned
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Monterrey, Mexico
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Monterrey
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Mexico
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Owned
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Rogers
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Rogers
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Minnesota
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Leased
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Remington
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Remington
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|
Virginia
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|
Leased
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Ottawa
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|
Ottawa
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|
Kansas
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|
Leased
|
Marysville
|
|
Marysville
|
|
California
|
|
Leased
|
Warren
|
|
Warren
|
|
Oregon
|
|
Leased
|
Ephrata
|
|
Ephrata
|
|
Pennsylvania
|
|
Leased
|
Phoenix
|
|
Phoenix
|
|
Arizona
|
|
Leased
|
Orlando
|
|
Orlando
|
|
Florida
|
|
Leased
|
Gainesville
|
|
Gainesville
|
|
Georgia
|
|
Leased
|
San Antonio
|
|
San Antonio
|
|
Texas
|
|
Leased
|
|
|
|
|
|
|
|
|
2016
|
|
||||||
|
|
High
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|
Low
|
|
||||
Fourth Quarter (October 20, 2016 - December 31, 2016)
|
|
$
|
22.76
|
|
|
$
|
16.24
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
(in thousands)
|
Year ended December 31,
|
For the period March 14 to December 31,
|
|
|
For the period from January 1 to March 13,
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||||||||
Statement of Operations Data:
|
2016
|
2015
|
|
|
2015
|
2014
|
2013
|
2012
|
||||||||||||
Net sales
|
$
|
1,363,962
|
|
$
|
604,275
|
|
|
|
$
|
112,698
|
|
$
|
597,426
|
|
$
|
552,440
|
|
$
|
616,454
|
|
Cost of goods sold
|
1,083,508
|
|
513,723
|
|
|
|
98,339
|
|
506,688
|
|
487,604
|
|
562,727
|
|
||||||
Gross profit
|
280,454
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|
90,552
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|
|
|
14,359
|
|
90,738
|
|
64,836
|
|
53,727
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general & administrative expenses
|
$
|
(216,099
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)
|
(121,554
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)
|
|
|
(17,106
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)
|
(85,859
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)
|
$
|
(70,410
|
)
|
$
|
(82,315
|
)
|
|||
Impairment and restructuring charges
|
(2,218
|
)
|
(1,026
|
)
|
|
|
(542
|
)
|
(4,261
|
)
|
(247,448
|
)
|
(12,918
|
)
|
||||||
Earnings from equity method investee
|
11,947
|
|
8,429
|
|
|
|
67
|
|
4,451
|
|
(216
|
)
|
(870
|
)
|
||||||
Gain (loss) on sale of property, plant, and equipment, net
|
(21,274
|
)
|
(624
|
)
|
|
|
122
|
|
2,030
|
|
2,435
|
|
—
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|
||||||
Other operating income
|
10,303
|
|
1,716
|
|
|
|
696
|
|
5,072
|
|
5,234
|
|
128
|
|
||||||
|
(217,341
|
)
|
(113,059
|
)
|
|
|
(16,763
|
)
|
(78,567
|
)
|
(310,405
|
)
|
(95,975
|
)
|
||||||
Income (loss) from operations
|
63,113
|
|
(22,507
|
)
|
|
|
(2,404
|
)
|
12,171
|
|
(245,569
|
)
|
(42,248
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(125,048
|
)
|
(45,953
|
)
|
|
|
(82
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Other income (expense), net
|
(847
|
)
|
(326
|
)
|
|
|
(28
|
)
|
(88
|
)
|
1,032
|
|
9,125
|
|
||||||
Income (loss) before income taxes
|
(62,782
|
)
|
(68,786
|
)
|
|
|
(2,514
|
)
|
12,083
|
|
(244,537
|
)
|
(33,123
|
)
|
||||||
Income tax (expense) benefit
|
51,692
|
|
(5,392
|
)
|
|
|
742
|
|
(2,660
|
)
|
(379
|
)
|
(4,017
|
)
|
||||||
Income (loss) from continuing operations
|
(11,090
|
)
|
(74,178
|
)
|
|
|
(1,772
|
)
|
9,423
|
|
(244,916
|
)
|
(37,140
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Discontinued operations, net of tax
|
$
|
3,484
|
|
$
|
(8,608
|
)
|
|
|
$
|
(3,984
|
)
|
$
|
(575
|
)
|
$
|
(2,382
|
)
|
$
|
(24,524
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(7,606
|
)
|
$
|
(82,786
|
)
|
|
|
$
|
(5,756
|
)
|
$
|
8,848
|
|
$
|
(247,298
|
)
|
$
|
(61,664
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted Earnings (loss) Per Share:
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
(0.23
|
)
|
$
|
(1.63
|
)
|
|
|
|
|
|
|
||||||||
Discontinued operations
|
$
|
0.07
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(0.16
|
)
|
$
|
(1.82
|
)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
76,925
|
|
$
|
121,417
|
|
|
|
$
|
(48,224
|
)
|
$
|
25,918
|
|
$
|
31,686
|
|
|
||
Net cash provided by (used in) investing activities
|
(1,062,447
|
)
|
(898,039
|
)
|
|
|
(2,762
|
)
|
(1,901
|
)
|
(55
|
)
|
|
|||||||
Net cash provided by (used in) financing activities
|
981,728
|
|
822,580
|
|
|
|
60,907
|
|
(23,990
|
)
|
(31,636
|
)
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
40,024
|
|
$
|
26,027
|
|
|
|
|
$
|
41
|
|
$
|
4
|
|
$
|
9
|
|
||
Property, plant & equipment, net
|
452,914
|
|
315,859
|
|
|
|
|
288,433
|
|
283,821
|
|
311,441
|
|
|||||||
Total assets
|
1,824,786
|
|
938,875
|
|
|
|
|
846,168
|
|
665,412
|
|
974,139
|
|
|||||||
Total debt
|
1,096,047
|
|
705,829
|
|
|
|
|
—
|
|
—
|
|
—
|
|
|||||||
Shareholders equity
|
132,917
|
|
52,315
|
|
|
|
|
657,473
|
|
700,938
|
|
984,404
|
|
|
|
|
•
|
Drainage Pipe & Products - We are a producer of concrete drainage pipe and precast products in the United States and Eastern Canada.
|
•
|
Water Pipe & Products - We are a producer of ductile iron pipe (DIP) and concrete and steel pressure pipe.
|
•
|
Corporate and Other - Consists of corporate overhead locations in the United States, and our roof tile operations which were sold in April 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Price
|
||
Acquisitions:
|
|
(in millions)
|
||
Sherman-Dixie Concrete Industries
|
|
$
|
66.8
|
|
USP Holdings, Inc.
|
|
778.7
|
|
|
Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc.
|
|
30.6
|
|
|
J&G Concrete Operations, LLC
|
|
32.4
|
|
|
Precast Concepts, LLC
|
|
99.6
|
|
|
|
|
|
|
|
|
|
|
•
|
Cretex Acquisition -
On October 1, 2015, Forterra acquired all the outstanding shares of Cretex Concrete Products, Inc. (“Cretex”) for an aggregate consideration of $245.1 million (the "Cretex Acquisition"). Cretex is a manufacturer of concrete pipe, box culverts, concrete precast drainage structures, pre-stressed bridge components and ancillary precast products in the Upper Midwestern United States. The purchase of Cretex was partially funded with proceeds from financing transactions totaling $240.0 million as an add-on to the LSF9's senior term loan and cash on hand.
|
•
|
Sherman-Dixie Acquisition -
On January 29, 2016, Forterra acquired substantially all the assets of Sherman-Dixie Concrete Industries (“Sherman-Dixie”) for aggregate consideration of
$66.8 million
(the "Sherman-Dixie Acquisition"). Sherman-Dixie is a manufacturer of precast concrete structures operating in Kentucky, Tennessee, Alabama and Indiana. Sherman-Dixie operates as part of the Company’s
Drainage Pipe & Products
reportable segment. The Sherman Dixie Acquisition was financed with borrowings on LSF9’s revolving credit facility.
|
•
|
U.S. Pipe Acquisition -
On April 15, 2016, Forterra acquired all of the stock of USP Holdings Inc. (“USP”) for aggregate consideration of
$778.7 million
(the "USP Acquisition"). USP is a manufacturer of water transmission pipe servicing residential, commercial and infrastructure customers. USP operates as part of the Company’s Water Pipe & Products reportable segment. The USP Acquisition was financed with proceeds from a capital contribution, borrowings on LSF9's revolving credit facility and cash on hand.
|
•
|
Bio Clean Acquisition -
On August 4, 2016, Forterra acquired all of the stock of Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. (together, "Bio Clean") for aggregate consideration of $30.6 million (the "Bio Clean Acquisition"). Bio Clean designs and sells storm water management systems that meet the requirements of local regulatory bodies regulating storm water quality and owns technologies relating to drainage and storm water management. The Bio Clean Acquisition was financed with cash on hand.
|
•
|
J&G Acquisition
- On October 14, 2016, Forterra acquired J&G Concrete Operations, LLC ("J&G") for aggregate consideration of$32.4 million, subject to customary working capital adjustments (the "J&G Acquisition"). J&G manufactures concrete pipe, box culverts and special fittings in North Texas. The J&G Acquisition was financed with borrowings on LSF9's revolving credit facility.
|
•
|
Precast Concepts Acquisition
- On October 14, 2016, Forterra acquired the business of Precast Concepts, LLC ("Precast Concepts") for aggregate consideration of $99.6 million, subject to customary working capital adjustments (the "Precast Concepts Acquisition"). Precast Concepts manufactures concrete pipe, box culverts, storm detention systems and other precast concrete and related products in Colorado through its
three
facilities. The Precast Concepts Acquisition was financed with borrowings on LSF9's revolving credit facility.
|
|
|
|
|
|
|
|
|
|
Statements of Income Data:
|
Year ended
December 31, 2016 |
|
% of
Net Sales |
|||
|
|
|
|
|||
Net sales
|
$
|
1,363,962
|
|
|
100.0
|
%
|
Cost of goods sold
|
1,083,508
|
|
|
79.4
|
%
|
|
Gross profit
|
280,454
|
|
|
20.6
|
%
|
|
Selling, general and administrative expenses
|
(216,099
|
)
|
|
(15.8
|
)%
|
|
Impairment and exit charges
|
(2,218
|
)
|
|
(0.2
|
)%
|
|
Earnings from equity method investee
|
11,947
|
|
|
0.9
|
%
|
|
Loss on sale of property, plant and equipment, net
|
(21,274
|
)
|
|
(1.6
|
)%
|
|
Other operating income
|
10,303
|
|
|
0.8
|
%
|
|
|
(217,341
|
)
|
|
(15.9
|
)%
|
|
Income from operations
|
63,113
|
|
|
4.6
|
%
|
|
Other income (expenses)
|
|
|
|
|
||
Interest expense
|
(125,048
|
)
|
|
(9.2
|
)%
|
|
Other expense, net
|
(847
|
)
|
|
(0.1
|
)%
|
|
Loss before income taxes
|
(62,782
|
)
|
|
(4.6
|
)%
|
|
Income tax benefit
|
51,692
|
|
|
3.8
|
%
|
|
Loss from continuing operations
|
(11,090
|
)
|
|
(0.8
|
)%
|
|
Discontinued operations, net of tax
|
3,484
|
|
|
0.3
|
%
|
|
Net loss
|
$
|
(7,606
|
)
|
|
(0.6
|
)%
|
|
|
|
For the year ended December 31, 2016:
|
|||||||||||||||
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Corporate and Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
$
|
728,872
|
|
|
$
|
632,573
|
|
|
$
|
2,517
|
|
|
$
|
1,363,962
|
|
Gross profit (loss)
|
162,442
|
|
|
120,564
|
|
|
(2,552
|
)
|
|
280,454
|
|
||||
Income (loss) from continuing operations before income taxes
|
89,706
|
|
|
45,084
|
|
|
(197,572
|
)
|
|
(62,782
|
)
|
|
|
|
|
|
Successor
|
|
|
|
|||
Statements of Income Data:
|
|
For the period from March 14 to December 31, 2015
|
|
% of Net
Sales |
|
|||
|
|
(In thousands, except percentages)
|
|
|||||
Net sales
|
|
$
|
604,275
|
|
|
100.0
|
%
|
|
Cost of goods sold
|
|
513,723
|
|
|
85.0
|
%
|
|
|
Gross profit
|
|
90,552
|
|
|
15.0
|
%
|
|
|
Selling, general and administrative expenses
|
|
(121,554
|
)
|
|
(20.1
|
)%
|
|
|
Impairment and exit charges
|
|
(1,026
|
)
|
|
(0.2
|
)%
|
|
|
Earnings from equity method investee
|
|
8,429
|
|
|
1.4
|
%
|
|
|
Loss on sale of property, plant and equipment, net
|
|
(624
|
)
|
|
(0.1
|
)%
|
|
|
Other operating income
|
|
1,716
|
|
|
0.3
|
%
|
|
|
|
|
(113,059
|
)
|
|
(18.7
|
)%
|
|
|
Loss from operations
|
|
(22,507
|
)
|
|
(3.7
|
)%
|
|
|
Other income (expenses)
|
|
|
|
|
|
|||
Interest expense
|
|
(45,953
|
)
|
|
(7.6
|
)%
|
|
|
Other expense, net
|
|
(326
|
)
|
|
NM
|
|
|
|
Loss before income taxes
|
|
(68,786
|
)
|
|
(11.4
|
)%
|
|
|
Income tax expense
|
|
(5,392
|
)
|
|
(0.9
|
)%
|
|
|
Loss from continuing operations
|
|
(74,178
|
)
|
|
(12.3
|
)%
|
|
|
Discontinued operations, net of tax
|
|
(8,608
|
)
|
|
(1.4
|
)%
|
|
|
Net loss
|
|
$
|
(82,786
|
)
|
|
(13.7
|
)%
|
|
|
|
|
For the period from March 14, 2015 to December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Corporate and Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
$
|
431,723
|
|
|
$
|
167,417
|
|
|
$
|
5,135
|
|
|
$
|
604,275
|
|
Gross profit (loss)
|
69,601
|
|
|
23,000
|
|
|
(2,049
|
)
|
|
90,552
|
|
||||
Income (loss) from continuing operations before income taxes
|
48,216
|
|
|
6,824
|
|
|
(123,826
|
)
|
|
(68,786
|
)
|
|
|
|
|
Predecessor
|
|
|
|||
Statements of Income Data:
|
For the period from January 1 to March 13, 2015
|
|
% of Net
Sales |
|||
|
(In thousands, except percentages)
|
|||||
Net sales
|
$
|
112,698
|
|
|
100.0
|
%
|
Cost of goods sold
|
98,339
|
|
|
87.3
|
%
|
|
Gross profit
|
14,359
|
|
|
12.7
|
%
|
|
Selling, general and administrative expenses
|
(17,106
|
)
|
|
(15.2
|
)%
|
|
Impairment and exit charges
|
(542
|
)
|
|
(0.5
|
)%
|
|
Earnings from equity method investee
|
67
|
|
|
0.1
|
%
|
|
Gain on sale of property, plant and equipment, net
|
122
|
|
|
0.1
|
%
|
|
Other operating income
|
696
|
|
|
0.6
|
%
|
|
|
(16,763
|
)
|
|
(14.9
|
)%
|
|
Loss from operations
|
(2,404
|
)
|
|
(2.1
|
)%
|
|
Other income (expenses)
|
|
|
|
|||
Interest expense
|
(82
|
)
|
|
NM
|
|
|
Other expense, net
|
(28
|
)
|
|
NM
|
|
|
Loss before income taxes
|
(2,514
|
)
|
|
(2.2
|
)%
|
|
Income tax benefit
|
742
|
|
|
0.7
|
%
|
|
Loss from continuing operations
|
(1,772
|
)
|
|
(1.6
|
)%
|
|
Discontinued operations, net of tax
|
(3,984
|
)
|
|
(3.5
|
)%
|
|
Net loss
|
$
|
(5,756
|
)
|
|
(5.1
|
)%
|
For the period from January 1, 2015 to March 13, 2015:
|
|||||||||||||||
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Corporate and Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
$
|
79,341
|
|
|
$
|
30,464
|
|
|
$
|
2,893
|
|
|
$
|
112,698
|
|
Gross profit
|
13,567
|
|
|
413
|
|
|
379
|
|
|
14,359
|
|
||||
Income (loss) from continuing operations before income taxes
|
8,839
|
|
|
(3,192
|
)
|
|
(8,161
|
)
|
|
(2,514
|
)
|
|
|
|
Statements of Income Data:
|
Year Ended
December 31, 2014 |
|
% of
Net Sales |
|||
|
(In thousands, except percentages)
|
|||||
Net sales
|
$
|
597,426
|
|
|
100.0
|
%
|
Cost of goods sold
|
506,688
|
|
|
84.8
|
%
|
|
Gross profit
|
90,738
|
|
|
15.2
|
%
|
|
Selling, general and administrative expenses
|
(85,859
|
)
|
|
(14.4
|
)%
|
|
Impairment and restructuring charges
|
(4,261
|
)
|
|
(0.7
|
)%
|
|
Earnings from equity method investee
|
4,451
|
|
|
0.7
|
%
|
|
Gain on sale of property, plant and equipment
|
2,030
|
|
|
0.3
|
%
|
|
Other operating income
|
5,072
|
|
|
0.8
|
%
|
|
|
(78,567
|
)
|
|
(13.2
|
)%
|
|
Income from operations
|
12,171
|
|
|
2.0
|
%
|
|
Other income (expense)
|
|
|
|
|
||
Other expense, net
|
(88
|
)
|
|
NM
|
|
|
Income from continuing operations before income taxes
|
12,083
|
|
|
2.0
|
%
|
|
Income tax expense
|
(2,660
|
)
|
|
(0.4
|
)%
|
|
Income from continuing operations
|
9,423
|
|
|
1.6
|
%
|
|
Loss on discontinued operations, net of income tax
|
(575
|
)
|
|
(0.1
|
)%
|
|
Net income
|
$
|
8,848
|
|
|
1.5
|
%
|
|
|
|
For year ended December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Corporate and Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Net Sales
|
$
|
436,754
|
|
|
$
|
149,864
|
|
|
$
|
10,808
|
|
|
$
|
597,426
|
|
Gross profit
|
77,943
|
|
|
12,054
|
|
|
741
|
|
|
90,738
|
|
||||
Income (loss) from continuing operations before income taxes
|
64,686
|
|
|
6,412
|
|
|
(59,015
|
)
|
|
12,083
|
|
|
|
|
|
(In thousands)
|
|||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Year ended December 31, 2016
|
|
March 14, 2015 to December 31, 2015
|
|
|
January 1, 2015 to March 13, 2015
|
|
Year ended December 31, 2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Statement of Cash Flows data:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
76,925
|
|
|
$
|
121,417
|
|
|
|
$
|
(48,224
|
)
|
|
$
|
25,918
|
|
Net cash used in investing activities
|
(1,062,447
|
)
|
|
(898,039
|
)
|
|
|
(2,762
|
)
|
|
(1,901
|
)
|
||||
Net cash provided by (used in) financing activities
|
981,728
|
|
|
822,580
|
|
|
|
60,907
|
|
|
(23,990
|
)
|
|
|
|
|
Payment Due by Period
|
|||||||||||||||||||
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|||||||
|
(In thousands)
|
|||||||||||||||||||
Senior Term Loan
|
1,047,375
|
|
|
10,500
|
|
|
10,500
|
|
|
10,500
|
|
|
10,500
|
|
|
10,500
|
|
|
994,875
|
|
Revolver
|
99,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,000
|
|
|
—
|
|
Interest on indebtedness
|
315,263
|
|
|
47,607
|
|
|
47,385
|
|
|
46,646
|
|
|
46,295
|
|
|
45,689
|
|
|
81,641
|
|
Operating leases
|
729,625
|
|
|
30,764
|
|
|
28,259
|
|
|
27,279
|
|
|
26,400
|
|
|
32,675
|
|
|
584,248
|
|
Total Commitments
|
2,191,263
|
|
|
88,871
|
|
|
86,144
|
|
|
84,425
|
|
|
83,195
|
|
|
187,864
|
|
|
1,660,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Statements of Operations
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Statements of Comprehensive Loss
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Statements of Shareholders' Equity and Parent Company Net Investment
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Statements of Cash Flows
|
|
|
|
Consolidated (Successor) / Combined (Predecessor) Notes to Financial Statements
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year ended
|
|
For the period from
|
|
|
For the period from
|
|
Year ended
|
||||||||
|
December 31,
|
|
March 14 to December 31,
|
|
|
January 1 to March 13,
|
|
December 31,
|
||||||||
|
2016
|
|
2015
|
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,363,962
|
|
|
$
|
604,275
|
|
|
|
$
|
112,698
|
|
|
$
|
597,426
|
|
Cost of goods sold
|
1,083,508
|
|
|
513,723
|
|
|
|
98,339
|
|
|
506,688
|
|
||||
Gross profit
|
280,454
|
|
|
90,552
|
|
|
|
14,359
|
|
|
90,738
|
|
||||
Selling, general & administrative expenses
|
(216,099
|
)
|
|
(121,554
|
)
|
|
|
(17,106
|
)
|
|
(85,859
|
)
|
||||
Impairment and exit charges
|
(2,218
|
)
|
|
(1,026
|
)
|
|
|
(542
|
)
|
|
(4,261
|
)
|
||||
Earnings from equity method investee
|
11,947
|
|
|
8,429
|
|
|
|
67
|
|
|
4,451
|
|
||||
Gain (loss) on sale of property, plant, and equipment, net
|
(21,274
|
)
|
|
(624
|
)
|
|
|
122
|
|
|
2,030
|
|
||||
Other operating income
|
10,303
|
|
|
1,716
|
|
|
|
696
|
|
|
5,072
|
|
||||
|
(217,341
|
)
|
|
(113,059
|
)
|
|
|
(16,763
|
)
|
|
(78,567
|
)
|
||||
Income (loss) from operations
|
63,113
|
|
|
(22,507
|
)
|
|
|
(2,404
|
)
|
|
12,171
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(125,048
|
)
|
|
(45,953
|
)
|
|
|
(82
|
)
|
|
—
|
|
||||
Other income (expense), net
|
(847
|
)
|
|
(326
|
)
|
|
|
(28
|
)
|
|
(88
|
)
|
||||
Income (loss) before income taxes
|
(62,782
|
)
|
|
(68,786
|
)
|
|
|
(2,514
|
)
|
|
12,083
|
|
||||
Income tax (expense) benefit
|
51,692
|
|
|
(5,392
|
)
|
|
|
742
|
|
|
(2,660
|
)
|
||||
Income (loss) from continuing operations
|
(11,090
|
)
|
|
(74,178
|
)
|
|
|
(1,772
|
)
|
|
9,423
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations, net of tax
|
3,484
|
|
|
(8,608
|
)
|
|
|
(3,984
|
)
|
|
(575
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(7,606
|
)
|
|
$
|
(82,786
|
)
|
|
|
$
|
(5,756
|
)
|
|
$
|
8,848
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted earnings (loss) per share (Note 16):
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.23
|
)
|
|
$
|
(1.63
|
)
|
|
|
|
|
|
||||
Discontinued operations
|
$
|
0.07
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(0.16
|
)
|
|
$
|
(1.82
|
)
|
|
|
|
|
|
||||
Weighed average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
49,053,474
|
|
|
45,369,474
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
|
|
For the period from
|
|
|
For the period from
|
|
|
||||||||
|
|
Year ended December 31,
|
|
March 14 to December 31,
|
|
|
January 1 to March 13,
|
|
Year ended December 31,
|
||||||||
|
|
2016
|
|
2015
|
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|||||||||||
Net income (loss)
|
|
$
|
(7,606
|
)
|
|
$
|
(82,786
|
)
|
|
|
$
|
(5,756
|
)
|
|
$
|
8,848
|
|
Actuarial gains on defined benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
|
2,645
|
|
|
(2,032
|
)
|
||||
Unrealized gain (loss) on derivative activities, net of tax
|
|
215
|
|
|
1,549
|
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
|
(472
|
)
|
|
(6,317
|
)
|
|
|
(19,751
|
)
|
|
(20,127
|
)
|
||||
Comprehensive loss
|
|
$
|
(7,863
|
)
|
|
$
|
(87,554
|
)
|
|
|
$
|
(22,862
|
)
|
|
$
|
(13,311
|
)
|
|
|
|
|
Successor
|
||||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
40,024
|
|
|
$
|
26,027
|
|
Receivables, net
|
201,481
|
|
|
106,626
|
|
||
Inventories
|
279,502
|
|
|
168,572
|
|
||
Prepaid expenses
|
6,417
|
|
|
992
|
|
||
Other current assets
|
5,179
|
|
|
1,735
|
|
||
Current assets held for divestiture
|
—
|
|
|
72,056
|
|
||
Total current assets
|
532,603
|
|
|
376,008
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment, net
|
452,914
|
|
|
315,859
|
|
||
Goodwill
|
491,447
|
|
|
75,492
|
|
||
Intangible assets, net
|
281,598
|
|
|
26,062
|
|
||
Investment in equity method investee
|
55,236
|
|
|
56,289
|
|
||
Deferred tax assets
|
—
|
|
|
413
|
|
||
Derivative assets
|
—
|
|
|
5,853
|
|
||
Other long-term assets
|
10,988
|
|
|
3,875
|
|
||
Non-current assets held for divestiture
|
—
|
|
|
79,024
|
|
||
Total assets
|
$
|
1,824,786
|
|
|
$
|
938,875
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Trade payables
|
$
|
134,059
|
|
|
$
|
85,137
|
|
Accrued liabilities
|
82,165
|
|
|
47,726
|
|
||
Deferred revenue
|
20,797
|
|
|
19,420
|
|
||
Current portion of long-term debt
|
10,500
|
|
|
2,191
|
|
||
Current liabilities held for divestiture
|
—
|
|
|
19,329
|
|
||
Total current liabilities
|
247,521
|
|
|
173,803
|
|
||
Non-current liabilities
|
|
|
|
||||
Senior Term Loan
|
990,483
|
|
|
467,192
|
|
||
Junior Term Loan
|
—
|
|
|
236,446
|
|
||
Revolving credit facility
|
95,064
|
|
|
—
|
|
||
Deferred tax liabilities
|
100,550
|
|
|
2,365
|
|
||
Deferred gain on sale-leaseback
|
78,215
|
|
|
—
|
|
||
Other long-term liabilities
|
23,253
|
|
|
5,763
|
|
||
Long-term TRA Payable (Note 15)
|
156,783
|
|
|
—
|
|
||
Non-current liabilities held for divestiture
|
—
|
|
|
991
|
|
||
Total liabilities
|
1,691,869
|
|
|
886,560
|
|
||
Commitments and Contingencies (Note 15)
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Common stock, $0.001 par value, 63,924,124 shares issued and outstanding and 190,000,000 shares authorized at December 31, 2016
|
18
|
|
|
—
|
|
||
Additional paid-in-capital
|
228,316
|
|
|
139,869
|
|
||
Accumulated other comprehensive loss
|
(5,025
|
)
|
|
(4,768
|
)
|
||
Retained deficit
|
(90,392
|
)
|
|
(82,786
|
)
|
||
Total shareholders' equity
|
132,917
|
|
|
52,315
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,824,786
|
|
|
$
|
938,875
|
|
|
|
|
|
|
Accumulated Net Contributions from Parent
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Parent Company Net Investment
|
||||||
|
|
|
|
|
|
|
||||||
Predecessor
|
|
|
|
|
|
|
||||||
Balance at December 31, 2013
|
|
$
|
725,890
|
|
|
$
|
970
|
|
|
$
|
726,860
|
|
Net income
|
|
8,848
|
|
|
—
|
|
|
8,848
|
|
|||
Actuarial gains (losses) on defined benefit plans, net of tax
|
|
—
|
|
|
(2,032
|
)
|
|
(2,032
|
)
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
(20,127
|
)
|
|
(20,127
|
)
|
|||
Net transfers (to)/from Parent
|
|
(56,076
|
)
|
|
—
|
|
|
(56,076
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
678,662
|
|
|
$
|
(21,189
|
)
|
|
$
|
657,473
|
|
Net loss
|
|
(5,756
|
)
|
|
—
|
|
|
(5,756
|
)
|
|||
Actuarial gains (losses) on defined benefit plans, net of tax
|
|
—
|
|
|
2,645
|
|
|
2,645
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
(19,751
|
)
|
|
(19,751
|
)
|
|||
Net transfers (to)/from Parent
|
|
60,910
|
|
|
—
|
|
|
60,910
|
|
|||
Balance at March 13, 2015
|
|
$
|
733,816
|
|
|
$
|
(38,295
|
)
|
|
$
|
695,521
|
|
|
|
Common Stock
|
|
Additional Paid-in-Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Deficit
|
|
Total Shareholders' Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at March 14, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Initial capital contribution from parent
|
|
—
|
|
|
167,482
|
|
|
—
|
|
|
—
|
|
|
167,482
|
|
|||||
Return of contributed capital, net
|
|
—
|
|
|
(27,613
|
)
|
|
—
|
|
|
—
|
|
|
(27,613
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,786
|
)
|
|
(82,786
|
)
|
|||||
Gains on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
1,549
|
|
|
—
|
|
|
1,549
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(6,317
|
)
|
|
—
|
|
|
(6,317
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
139,869
|
|
|
$
|
(4,768
|
)
|
|
$
|
(82,786
|
)
|
|
$
|
52,315
|
|
Capital contributions from parent
|
|
—
|
|
|
402,127
|
|
|
—
|
|
|
—
|
|
|
402,127
|
|
|||||
Return of contributed capital, net
|
|
—
|
|
|
(325,148
|
)
|
|
—
|
|
|
—
|
|
|
(325,148
|
)
|
|||||
Brick Disposition, net of tax
|
|
—
|
|
|
(150,222
|
)
|
|
—
|
|
|
—
|
|
|
(150,222
|
)
|
|||||
Issuance of common stock
|
|
18
|
|
|
303,787
|
|
|
—
|
|
|
—
|
|
|
303,805
|
|
|||||
Issuance of tax receivable agreement, net of tax
|
|
—
|
|
|
(142,349
|
)
|
|
—
|
|
|
—
|
|
|
(142,349
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,606
|
)
|
|
(7,606
|
)
|
|||||
Gains on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
—
|
|
|
(472
|
)
|
|||||
Balance at December 31, 2016
|
|
$
|
18
|
|
|
$
|
228,316
|
|
|
$
|
(5,025
|
)
|
|
$
|
(90,392
|
)
|
|
$
|
132,917
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|||||||||||
|
|
Year ended
|
For the period from
|
|
|
For the period from
|
Year ended
|
||||||||
|
|
December 31,
|
March 14 to December 31,
|
|
|
January 1 to March 13,
|
December 31,
|
||||||||
|
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
(7,606
|
)
|
$
|
(82,786
|
)
|
|
|
$
|
(5,756
|
)
|
$
|
8,848
|
|
Adjustments to reconcile net income/ (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|||||||||||
Depreciation & amortization expense
|
|
99,873
|
|
32,930
|
|
|
|
6,894
|
|
36,605
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
|
21,267
|
|
618
|
|
|
|
(122
|
)
|
(2,329
|
)
|
||||
Amortization of debt discount and issuance costs
|
|
8,244
|
|
5,085
|
|
|
|
—
|
|
—
|
|
||||
Impairment on property, plant, and equipment and goodwill
|
|
—
|
|
1,088
|
|
|
|
27
|
|
3,977
|
|
||||
Write-off of debt discount and issuance costs
|
|
22,385
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
Earnings from equity method investee
|
|
(11,947
|
)
|
(8,429
|
)
|
|
|
(67
|
)
|
(4,451
|
)
|
||||
Distributions from equity method investee
|
|
13,000
|
|
8,542
|
|
|
|
—
|
|
3,000
|
|
||||
Unrealized foreign currency gains, net
|
|
(2,540
|
)
|
(1,391
|
)
|
|
|
(26
|
)
|
—
|
|
||||
Provision (recoveries) for doubtful accounts
|
|
(1,864
|
)
|
1,377
|
|
|
|
(31
|
)
|
(786
|
)
|
||||
Deferred taxes
|
|
(67,619
|
)
|
(3,138
|
)
|
|
|
2,749
|
|
618
|
|
||||
Deferred rent
|
|
1,371
|
|
1,279
|
|
|
|
—
|
|
—
|
|
||||
Other non-cash items
|
|
1,264
|
|
(13
|
)
|
|
|
(1,736
|
)
|
717
|
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Receivables, net
|
|
16,852
|
|
28,900
|
|
|
|
(7,520
|
)
|
(9,473
|
)
|
||||
Inventories
|
|
14,916
|
|
59,506
|
|
|
|
(20,160
|
)
|
(31,395
|
)
|
||||
Other assets
|
|
(6,412
|
)
|
(2,153
|
)
|
|
|
(855
|
)
|
512
|
|
||||
Accounts payable and accrued liabilities
|
|
(27,655
|
)
|
72,422
|
|
|
|
(20,119
|
)
|
12,822
|
|
||||
Other assets & liabilities
|
|
3,396
|
|
7,580
|
|
|
|
(1,502
|
)
|
7,253
|
|
||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
|
76,925
|
|
121,417
|
|
|
|
(48,224
|
)
|
25,918
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
|
(54,289
|
)
|
(14,705
|
)
|
|
|
(2,762
|
)
|
(22,792
|
)
|
||||
Proceeds from the sale of long-term assets
|
|
—
|
|
2,194
|
|
|
|
—
|
|
5,891
|
|
||||
Assets and liabilities acquired, business combinations, net
|
|
(1,008,158
|
)
|
(885,528
|
)
|
|
|
—
|
|
—
|
|
||||
Distribution of preferred investment from equity method investee
|
|
—
|
|
—
|
|
|
|
—
|
|
15,000
|
|
||||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(1,062,447
|
)
|
(898,039
|
)
|
|
|
(2,762
|
)
|
(1,901
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Proceeds from sale-leaseback
|
|
216,280
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
Payment of debt issuance costs
|
|
(20,036
|
)
|
(27,410
|
)
|
|
|
—
|
|
—
|
|
||||
Proceeds from issuance of common stock, net
|
|
303,805
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
Payments on Senior and Junior Term Loans
|
|
(1,300,536
|
)
|
(5,366
|
)
|
|
|
—
|
|
—
|
|
||||
Proceeds from Senior and Junior Term Loans, net
|
|
1,593,150
|
|
730,404
|
|
|
|
—
|
|
—
|
|
||||
Proceeds from Revolver
|
|
398,611
|
|
45,619
|
|
|
|
—
|
|
—
|
|
||||
Payments on Revolver
|
|
(248,173
|
)
|
(45,619
|
)
|
|
|
—
|
|
—
|
|
||||
Proceeds from settlement of derivatives
|
|
6,546
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
Capital contribution from Predecessor Parent, net
|
|
—
|
|
—
|
|
|
|
60,910
|
|
(23,617
|
)
|
||||
Capital contribution from parent
|
|
402,127
|
|
167,482
|
|
|
|
—
|
|
—
|
|
||||
Payments for return of contributed capital
|
|
(363,582
|
)
|
(42,513
|
)
|
|
|
—
|
|
—
|
|
||||
Other financing activities
|
|
(6,464
|
)
|
(17
|
)
|
|
|
(3
|
)
|
(373
|
)
|
||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
981,728
|
|
822,580
|
|
|
|
60,907
|
|
(23,990
|
)
|
||||
Effect of exchange rate changes on cash
|
|
228
|
|
(2,368
|
)
|
|
|
(130
|
)
|
10
|
|
||||
Net change in cash and cash equivalents
|
|
(3,566
|
)
|
43,590
|
|
|
|
9,791
|
|
37
|
|
||||
Cash and cash equivalents, beginning of period
|
|
43,590
|
|
—
|
|
|
|
42
|
|
5
|
|
||||
Cash and cash equivalents, end of period
(a)
|
|
$
|
40,024
|
|
$
|
43,590
|
|
|
|
$
|
9,833
|
|
$
|
42
|
|
SUPPLEMENTAL DISCLOSURES:
|
|||||||||||||||
Cash interest paid
|
|
77,437
|
|
25,379
|
|
|
|
—
|
|
—
|
|
||||
Income taxes paid
|
|
66,264
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES:
|
|||||||||||||||
Brick Disposition, net of tax
|
|
(150,222
|
)
|
—
|
|
|
|
—
|
|
—
|
|
||||
Issuance of tax receivable agreement, net of tax
|
|
(142,349
|
)
|
—
|
|
|
|
—
|
|
—
|
|
||||
Other affiliate transactions affecting Contributed Capital
|
|
38,434
|
|
14,900
|
|
|
|
—
|
|
32,459
|
|
||||
Fair value changes of derivatives recorded in OCI, net of tax
|
|
215
|
|
1,549
|
|
|
|
—
|
|
—
|
|
||||
(a)
At December 31, 2015, $17,563 of cash and cash equivalents are attributable to current assets held for divestiture.
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Price
|
||
Acquisitions:
|
|
(in millions)
|
||
2015
|
|
|
||
Cretex Concrete Products, Inc.
|
|
$
|
245.1
|
|
2016
|
|
|
||
Sherman-Dixie Concrete Industries
|
|
66.8
|
|
|
USP Holdings, Inc.
|
|
778.7
|
|
|
Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc.
|
|
30.6
|
|
|
J&G Concrete Operations, LLC
|
|
32.4
|
|
|
Precast Concepts, LLC
|
|
99.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
||
Net working capital
|
$
|
257,368
|
|
Property, plant and equipment, net
|
311,191
|
|
|
Investment in equity method investee
|
56,400
|
|
|
Customer backlog intangible
|
4,500
|
|
|
Other assets and other liabilities
|
(6,495
|
)
|
|
Net identifiable assets acquired
|
$
|
622,964
|
|
Goodwill
|
17,464
|
|
|
Consideration transferred, net of cash acquired
|
$
|
640,428
|
|
|
|
|
•
|
Cretex Acquisition -
On October 1, 2015, Forterra acquired Cretex Concrete Products, Inc. (“Cretex”) for aggregate consideration of
$245.1 million
(the "Cretex Acquisition"). Cretex is a manufacturer of concrete pipe, box culverts, concrete precast drainage structures, pre-stressed bridge components and ancillary precast products in the Upper Midwestern United States. The purchase of Cretex was partially funded with proceeds from financing transactions totaling
$240.0 million
as an add-on to the 2015 Senior Term Loan and cash on hand.
|
•
|
Sherman-Dixie Acquisition -
On January 29, 2016, Forterra acquired substantially all the assets of Sherman-Dixie Concrete Industries (“Sherman-Dixie”) for aggregate consideration of
$66.8 million
(the "Sherman-Dixie Acquisition"). Sherman-Dixie is a manufacturer of precast concrete structures operating in Kentucky, Tennessee, Alabama and Indiana. Sherman-Dixie operates as part of the Company’s
Drainage Pipe & Products
reportable segment. The Sherman Dixie Acquisition was financed with borrowings on the 2015 Revolver.
|
•
|
U.S. Pipe Acquisition -
On April 15, 2016, Forterra acquired all of the stock of USP Holdings Inc. (“USP”) for aggregate consideration of
$778.7 million
(the "USP Acquisition"). USP is a manufacturer of water transmission pipe servicing residential, commercial and infrastructure customers. USP operates as part of the Company’s Water Pipe & Products reportable segment. The USP Acquisition was financed with proceeds from a capital contribution, borrowings on the 2015 Revolver and cash on hand.
|
•
|
Bio Clean Acquisition -
On August 4, 2016, Forterra acquired all of the stock of Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. (together, "Bio Clean") for aggregate consideration of
$30.6 million
(the "Bio Clean Acquisition"). Bio Clean designs and sells storm water management systems that meet the requirements of local regulatory bodies regulating storm water quality and owns technologies relating to drainage and storm water management. The Bio Clean Acquisition was financed with cash on hand.
|
•
|
J&G Acquisition
- On October 14, 2016, Forterra acquired J&G Concrete Operations, LLC ("J&G") for aggregate consideration of
$32.4 million
, subject to customary working capital adjustments (the "J&G
|
|
|
|
•
|
Precast Concepts Acquisition
- On October 14, 2016, Forterra acquired the business of Precast Concepts, LLC ("Precast Concepts") for aggregate consideration of
$99.6 million
, subject to customary working capital adjustments (the "Precast Concepts Acquisition"). Precast Concepts manufactures concrete pipe, box culverts, storm detention systems and other precast concrete and related products in Colorado through its
three
facilities. The Precast Concepts Acquisition was financed with borrowings on the 2015 Revolver.
|
|
|
|
||||||||||||||||
|
Cretex
|
Sherman-Dixie
|
U.S. Pipe
|
Bio Clean
|
J&G
|
Precast Concepts
|
||||||||||||
Net working capital
|
$
|
69,745
|
|
$
|
14,279
|
|
$
|
145,650
|
|
$
|
2,546
|
|
$
|
3,051
|
|
$
|
14,918
|
|
Property, plant and equipment, net
|
97,282
|
|
29,163
|
|
246,241
|
|
162
|
|
9,346
|
|
15,895
|
|
||||||
Customer relationship intangible
|
24,700
|
|
5,073
|
|
179,491
|
|
3,470
|
|
4,156
|
|
15,707
|
|
||||||
Non-compete agreement intangible
|
—
|
|
2,459
|
|
—
|
|
105
|
|
1,015
|
|
2,562
|
|
||||||
Trade names
|
600
|
|
—
|
|
37,388
|
|
1,065
|
|
—
|
|
29
|
|
||||||
Customer backlog intangible
|
800
|
|
—
|
|
—
|
|
—
|
|
780
|
|
2,213
|
|
||||||
Patents
|
—
|
|
—
|
|
13,093
|
|
10,464
|
|
—
|
|
—
|
|
||||||
In process R&D
|
—
|
|
—
|
|
—
|
|
6,692
|
|
—
|
|
—
|
|
||||||
Other intangibles
|
—
|
|
981
|
|
7,659
|
|
—
|
|
—
|
|
—
|
|
||||||
Other assets and liabilities
|
(7,582
|
)
|
—
|
|
(9,803
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Deferred tax liabilities
|
—
|
|
(11,524
|
)
|
(161,445
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Net identifiable assets acquired
|
185,545
|
|
40,431
|
|
458,274
|
|
24,504
|
|
18,348
|
|
51,324
|
|
||||||
Goodwill
|
59,555
|
|
26,319
|
|
320,436
|
|
6,105
|
|
14,100
|
|
48,314
|
|
||||||
Cash consideration transferred
|
$
|
245,100
|
|
$
|
66,750
|
|
$
|
778,710
|
|
$
|
30,609
|
|
$
|
32,448
|
|
$
|
99,638
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Trade receivables
|
$
|
178,012
|
|
|
$
|
95,173
|
|
Amounts billed, but not yet paid under retainage provisions
|
1,959
|
|
|
2,053
|
|
||
Other receivables
|
22,408
|
|
|
12,683
|
|
||
Total receivables
|
$
|
202,379
|
|
|
$
|
109,909
|
|
Less: Allowance for doubtful accounts
|
(898
|
)
|
|
(3,283
|
)
|
||
Receivables, net
|
$
|
201,481
|
|
|
$
|
106,626
|
|
Predecessor
|
|
Allowance for doubtful accounts
|
||
Balance at December 31, 2014
|
|
$
|
(2,075
|
)
|
Provisions for doubtful accounts
|
|
63
|
|
|
Write-offs and adjustments
|
|
(111
|
)
|
|
Balance at March 13, 2015
|
|
$
|
(2,123
|
)
|
|
|
|
||
Successor
|
|
Allowance for doubtful accounts
|
||
Balance at March 14, 2015
|
|
$
|
(2,123
|
)
|
Provisions for doubtful accounts
|
|
(1,261
|
)
|
|
Write-offs and adjustments
|
|
101
|
|
|
Balance at December 31, 2015
|
|
$
|
(3,283
|
)
|
Provisions for doubtful accounts
|
|
1,495
|
|
|
Write-offs and adjustments
|
|
890
|
|
|
Balance at December 31, 2016
|
|
$
|
(898
|
)
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Machinery and equipment
|
$
|
329,871
|
|
|
$
|
124,922
|
|
Land, buildings and improvements
|
142,105
|
|
|
201,534
|
|
||
Other equipment
|
2,592
|
|
|
1,102
|
|
||
Construction-in-progress
|
43,855
|
|
|
9,400
|
|
||
Total property, plant and equipment
|
518,423
|
|
|
336,958
|
|
||
Less: accumulated depreciation
|
(65,509
|
)
|
|
(21,099
|
)
|
||
Property, plant and equipment, net
|
$
|
452,914
|
|
|
$
|
315,859
|
|
|
|
|
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Total
|
||||||
Successor
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
$
|
73,442
|
|
|
$
|
2,050
|
|
|
$
|
75,492
|
|
Acquisitions
|
94,838
|
|
|
320,436
|
|
|
415,274
|
|
|||
Foreign currency
|
586
|
|
|
95
|
|
|
681
|
|
|||
Balance at December 31, 2016
|
$
|
168,866
|
|
|
$
|
322,581
|
|
|
$
|
491,447
|
|
|
Weighted average amortization period (in years)
|
|
Gross carrying amount as of December 31, 2016
|
|
Accumulated amortization
|
|
Net carrying value as of December 31, 2016
|
||||||
Customer relationships
|
10
|
|
$
|
232,590
|
|
|
$
|
(22,653
|
)
|
|
$
|
209,937
|
|
Trade names
|
10
|
|
39,220
|
|
|
(4,449
|
)
|
|
34,771
|
|
|||
Patents
|
10
|
|
23,557
|
|
|
(2,884
|
)
|
|
20,673
|
|
|||
Customer backlog
|
0.5
|
|
12,900
|
|
|
(11,272
|
)
|
|
1,628
|
|
|||
Non-compete agreements
|
5
|
|
9,918
|
|
|
(2,508
|
)
|
|
7,410
|
|
|||
In-Process R&D
|
Indefinite-lived
|
|
6,692
|
|
|
0
|
|
|
6,692
|
|
|||
Other
|
11
|
|
529
|
|
|
(42
|
)
|
|
487
|
|
|||
Total intangible assets
|
|
|
$
|
325,406
|
|
|
$
|
(43,808
|
)
|
|
$
|
281,598
|
|
|
|
|
|
Weighted average amortization period (in years)
|
|
Gross carrying amount as of December 31, 2015
|
|
Accumulated amortization
|
|
Net carrying value as of December 31, 2015
|
||||||
Customer relationships
|
5
|
|
$
|
24,700
|
|
|
$
|
(365
|
)
|
|
$
|
24,335
|
|
Customer backlog
|
1
|
|
5,182
|
|
|
(3,955
|
)
|
|
1,227
|
|
|||
Trade names
|
2
|
|
600
|
|
|
(100
|
)
|
|
500
|
|
|||
Total intangible assets
|
|
|
$
|
30,482
|
|
|
$
|
(4,420
|
)
|
|
$
|
26,062
|
|
Years ending December 31:
|
|
||
2017
|
$
|
54,526
|
|
2018
|
50,308
|
|
|
2019
|
44,090
|
|
|
2020
|
38,000
|
|
|
2021
|
29,563
|
|
|
Thereafter
|
58,419
|
|
|
Total future amortization expense
|
$
|
274,906
|
|
|
|
|
|
|
Fair value measurements at December 31, 2015 using
|
|
|||||||
|
Carrying Amount December 31, 2015
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Total Fair Value December 31, 2015
|
|||||
Non-current liabilities
|
|
|
|
|
||||||
2015 Senior Term Loan
|
$469,383
|
—
|
|
$470,543
|
—
|
|
$470,543
|
|||
Junior Term Loan
|
236,446
|
|
—
|
|
259,675
|
|
—
|
|
259,675
|
|
|
|
|
|
Successor
|
||||||
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
2016 Senior Term Loan Credit Agreement
|
|
|
|
||||
interest at 4.50%, net of debt issue costs and original issue discount of $46,392
|
$
|
1,000,983
|
|
|
$
|
—
|
|
2015 Senior Term Loan Credit Agreement
|
|
|
|
||||
interest at 6.50%, net of debt issue costs and original issue discount of $20,129
|
—
|
|
|
469,383
|
|
||
Junior Term Loan Credit Agreement
|
|
|
|
||||
interest at 10.50%, net of debt issue costs and original issue discount of $23,554
|
—
|
|
|
236,446
|
|
||
2016 Revolving line of credit, net of debt issue costs of $3,936
|
95,064
|
|
|
—
|
|
||
2015 Revolving line of credit, net of debt issue costs of $3,140
|
—
|
|
|
—
|
|
||
Total debt
|
$
|
1,096,047
|
|
|
$
|
705,829
|
|
Less: current portion debt
|
(10,500
|
)
|
|
(2,191
|
)
|
||
Total long-term debt
|
$
|
1,085,547
|
|
|
$
|
703,638
|
|
|
|
|
|
Total
|
|
2016 Senior Term Loan
|
|
2016 Revolver
|
||||||
2017
|
$
|
10,500
|
|
|
$
|
10,500
|
|
|
$
|
—
|
|
2018
|
10,500
|
|
|
10,500
|
|
|
—
|
|
|||
2019
|
10,500
|
|
|
10,500
|
|
|
—
|
|
|||
2020
|
10,500
|
|
|
10,500
|
|
|
—
|
|
|||
2021
|
109,500
|
|
|
10,500
|
|
|
99,000
|
|
|||
Thereafter:
|
994,875
|
|
|
994,875
|
|
|
—
|
|
|||
|
$
|
1,146,375
|
|
|
$
|
1,047,375
|
|
|
$
|
99,000
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued payroll and employee benefits
|
$
|
29,945
|
|
|
$
|
24,670
|
|
Accrued taxes
|
32,746
|
|
|
13,849
|
|
||
Accrued rebates
|
7,509
|
|
|
4,750
|
|
||
Warranty
|
3,509
|
|
|
2,057
|
|
||
Other miscellaneous accrued liabilities
|
3,681
|
|
|
1,912
|
|
||
Tax receivable agreement liability
|
4,000
|
|
|
—
|
|
||
Environmental & reclamation obligation
|
775
|
|
|
488
|
|
||
Total accrued liabilities
|
$
|
82,165
|
|
|
$
|
47,726
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Workers' compensation
|
$
|
9,864
|
|
|
$
|
1,458
|
|
Capital lease obligation
|
3,710
|
|
|
—
|
|
||
Employee benefits
|
2,524
|
|
|
—
|
|
||
Other miscellaneous long-term liabilities
|
2,527
|
|
|
1,091
|
|
||
Deferred rent
|
2,776
|
|
|
1,386
|
|
||
Insurance
|
951
|
|
|
527
|
|
||
Environmental remediation liability
|
901
|
|
|
1,301
|
|
||
|
$
|
23,253
|
|
|
$
|
5,763
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,961
|
|
|
$
|
(372
|
)
|
Total derivatives, gross
|
—
|
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
||||
Less: Legally enforceable master netting agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(372
|
)
|
|
December 31, 2015
|
||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Foreign exchange forward contracts
|
$
|
79,531
|
|
|
$
|
7,667
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed-for-float cross currency swap
|
81,991
|
|
|
1,426
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives, gross
|
|
|
9,093
|
|
|
—
|
|
|
—
|
|
|||||
Less: Legally enforceable master netting agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives, net
1
|
$
|
—
|
|
|
$
|
9,093
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
2017
|
$
|
30,764
|
|
2018
|
28,259
|
|
|
2019
|
27,279
|
|
|
2020
|
26,400
|
|
|
2021
|
32,675
|
|
|
Thereafter
|
584,248
|
|
|
|
$
|
729,625
|
|
|
|
|
|
|
Year ended December 31,
|
|
March 14, to December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Loss from continuing operations
|
|
$
|
(11,090
|
)
|
|
$
|
(74,178
|
)
|
Discontinued operations, net of tax
|
|
3,484
|
|
|
(8,608
|
)
|
||
Net loss
|
|
(7,606
|
)
|
|
(82,786
|
)
|
||
|
|
|
|
|
||||
Common stock:
|
|
|
|
|
||||
Weighted average basic shares outstanding
|
|
49,053,474
|
|
|
45,369,474
|
|
||
Effect of dilutive securities - stock options
|
|
—
|
|
|
—
|
|
||
Weighted average diluted shares outstanding
|
|
49,053,474
|
|
|
45,369,474
|
|
||
|
|
|
|
|
||||
Basic earnings (loss) per share:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
(0.23
|
)
|
|
$
|
(1.63
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
0.07
|
|
|
$
|
(0.19
|
)
|
Net earnings (loss)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.82
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
(0.23
|
)
|
|
$
|
(1.63
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
0.07
|
|
|
$
|
(0.19
|
)
|
Net earnings (loss)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.82
|
)
|
|
|
|
|
|
|
|
Pension Benefits
|
Other Postretirement Benefits
|
Total
|
||||||
Benefit obligation at January 1, 2014
|
$
|
42,067
|
|
$
|
8,880
|
|
$
|
50,947
|
|
Service cost
|
829
|
|
50
|
|
879
|
|
|||
Interest cost
|
1,867
|
|
395
|
|
2,262
|
|
|||
Employee contributions
|
66
|
|
—
|
|
66
|
|
|||
Actuarial losses, net
|
5,482
|
|
1,071
|
|
6,553
|
|
|||
Gross benefits paid
|
(2,811
|
)
|
(304
|
)
|
(3,115
|
)
|
|||
Exchange rate changes
|
(3,922
|
)
|
(831
|
)
|
(4,753
|
)
|
|||
Benefit obligation at December 31, 2014
|
$
|
43,578
|
|
$
|
9,261
|
|
$
|
52,839
|
|
|
Pension Benefits
|
Other Postretirement Benefits
|
Total
|
||||||
Service cost
|
$
|
829
|
|
$
|
50
|
|
$
|
879
|
|
Interest cost
|
1,867
|
|
395
|
|
2,262
|
|
|||
Expected return on plan assets
|
(1,853
|
)
|
—
|
|
(1,853
|
)
|
|||
Curtailment gain recognized
|
—
|
|
—
|
|
—
|
|
|||
Past service cost recognized
|
19
|
|
(48
|
)
|
(29
|
)
|
|||
Net loss (gain) amortization
|
300
|
|
—
|
|
300
|
|
|||
Net expense
|
$
|
1,162
|
|
$
|
397
|
|
$
|
1,559
|
|
|
|
|
|
|
2016
|
|
Expected dividends
|
|
—
|
%
|
Expected volatility
|
|
39.60
|
%
|
Risk-free interest rate
|
|
0.35
|
%
|
Expected lives in years
|
|
6.25
|
|
Weighted-average fair value of options:
|
|
|
|
Granted at fair value
|
|
$6.95
|
|
Weighted-average exercise price of options:
|
|
|
|
Granted at fair value
|
|
$18.00
|
|
|
|
|
|
Shares
|
Weighted Average Exercise Price
|
|
Outstanding, beginning of year
|
|
—
|
|
n/a
|
Granted
|
|
361,590
|
|
$18.00
|
Exercised
|
|
—
|
|
n/a
|
Forfeited
|
|
(3,750
|
)
|
$18.00
|
Outstanding, end of year
|
|
357,840
|
|
$18.00
|
Options vested or expected to vest at year end
|
|
—
|
|
n/a
|
Options exercisable at year end
|
|
—
|
|
n/a
|
|
|
Shares
|
Weighted Average Grant Date Fair Value
|
|
Unvested balance, beginning of year
|
|
—
|
|
n/a
|
Grants
|
|
136,900
|
|
$18.00
|
Vested shares
|
|
—
|
|
n/a
|
Forfeitures
|
|
(2,250
|
)
|
$18.00
|
Unvested balance, end of year
|
|
134,650
|
|
$18.00
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
Year ended December 31,
|
For the period from March 14 to December 31,
|
|
|
For the period from January 1 to March 13,
|
Year ended December 31,
|
||||||||
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||
U.S. companies
|
$
|
(80,425
|
)
|
$
|
(85,674
|
)
|
|
|
$
|
(2,424
|
)
|
$
|
(3,850
|
)
|
Foreign companies
|
17,643
|
|
16,888
|
|
|
|
(90
|
)
|
15,933
|
|
||||
Total income (loss) from continuing operations before income taxes
|
$
|
(62,782
|
)
|
$
|
(68,786
|
)
|
|
|
$
|
(2,514
|
)
|
$
|
12,083
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
Year ended December 31,
|
For the period from March 14 to December 31,
|
|
|
For the period from January 1 to March 13,
|
Year ended December 31,
|
||||||||
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||
Current income tax
|
|
|
|
|
|
|
||||||||
U.S. companies
|
$
|
(5,265
|
)
|
$
|
—
|
|
|
|
—
|
|
$
|
589
|
|
|
State
|
(6,370
|
)
|
(765
|
)
|
|
|
—
|
|
—
|
|
||||
Foreign companies
|
(7,599
|
)
|
(6,633
|
)
|
|
|
3,491
|
|
(2,388
|
)
|
||||
Total current tax (expense) benefit
|
(19,234
|
)
|
(7,398
|
)
|
|
|
3,491
|
|
(1,799
|
)
|
||||
|
|
|
|
|
|
|
||||||||
Deferred income tax
|
|
|
|
|
|
|
||||||||
U.S. companies
|
59,084
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
State
|
9,326
|
|
470
|
|
|
|
—
|
|
—
|
|
||||
Foreign companies
|
2,516
|
|
1,536
|
|
|
|
(2,749
|
)
|
(861
|
)
|
||||
Total deferred tax (expense) benefit
|
70,926
|
|
2,006
|
|
|
|
(2,749
|
)
|
(861
|
)
|
||||
|
|
|
|
|
|
|
||||||||
Income tax (expense) benefit - continuing operations
|
$
|
51,692
|
|
$
|
(5,392
|
)
|
|
|
$
|
742
|
|
$
|
(2,660
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
Year ended December 31,
|
For the period from March 14 to December 31,
|
|
|
For the period from January 1 to March 13,
|
Year ended December 31,
|
||||||||
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||
Income (loss) from continuing operations
|
$
|
(62,782
|
)
|
$
|
(68,786
|
)
|
|
|
$
|
(2,514
|
)
|
$
|
12,083
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense at statutory rate of 35%
|
$
|
21,974
|
|
$
|
24,075
|
|
|
|
$
|
880
|
|
$
|
(4,229
|
)
|
State income taxes, net of federal benefit
|
2,725
|
|
1,726
|
|
|
|
—
|
|
(70
|
)
|
||||
Foreign rate differential
|
1,746
|
|
1,635
|
|
|
|
(226
|
)
|
1,401
|
|
||||
Non-deductible expenses
|
(642
|
)
|
(391
|
)
|
|
|
—
|
|
—
|
|
||||
Change in valuation allowance
|
28,597
|
|
(31,418
|
)
|
|
|
(2,223
|
)
|
(368
|
)
|
||||
Non-deductible transaction costs
|
(2,786
|
)
|
(558
|
)
|
|
|
—
|
|
—
|
|
||||
Other
|
78
|
|
(461
|
)
|
|
|
2,311
|
|
606
|
|
||||
Total income tax expense (benefit)
|
$
|
51,692
|
|
$
|
(5,392
|
)
|
|
|
$
|
742
|
|
$
|
(2,660
|
)
|
|
|
|
|
December 31, 2016
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
||||
Inventory
|
$
|
10,785
|
|
$
|
7,275
|
|
Reserves
|
3,498
|
|
3,174
|
|
||
Accrued liabilities
|
6,560
|
|
7,367
|
|
||
Net operating losses
|
1,874
|
|
11,484
|
|
||
Capitalized transaction costs
|
5,018
|
|
2,271
|
|
||
Intangible assets
|
—
|
|
1,135
|
|
||
Deferred gain on sale leaseback
|
28,058
|
|
—
|
|
||
Tax receivable agreement
|
18,431
|
|
—
|
|
||
Other assets
|
484
|
|
523
|
|
||
Total deferred tax assets
|
74,708
|
|
33,229
|
|
||
Valuation allowance
|
(3,751
|
)
|
(27,666
|
)
|
||
Total deferred tax assets, net
|
$
|
70,957
|
|
$
|
5,563
|
|
Deferred tax liabilities:
|
|
|
||||
Fixed assets
|
$
|
(87,704
|
)
|
$
|
(6,081
|
)
|
Deferred financing costs
|
(13,837
|
)
|
—
|
|
||
Intangibles
|
(67,822
|
)
|
(194
|
)
|
||
Other liabilities
|
(2,144
|
)
|
(1,240
|
)
|
||
Total deferred tax liabilities
|
$
|
(171,507
|
)
|
$
|
(7,515
|
)
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
(100,550
|
)
|
$
|
(1,952
|
)
|
|
Amount
|
Expiration Date
|
||
Federal net operating losses
|
$
|
—
|
|
—
|
State net operating losses
|
$
|
21,491
|
|
2031-2036
|
Foreign net operating losses
|
$
|
3,633
|
|
2034-2036
|
|
|
|
|
|
|
For the year ended December 31, 2016:
|
||||||||||||
|
Drainage Pipe & Products
|
Water Pipe & Products
|
Corporate and Other
|
Total
|
||||||||
Net Sales
|
$
|
728,872
|
|
$
|
632,573
|
|
$
|
2,517
|
|
1,363,962
|
|
|
Income (loss) from continuing operations before income taxes
|
89,706
|
|
45,084
|
|
(197,572
|
)
|
(62,782
|
)
|
||||
Depreciation and amortization
|
41,004
|
|
51,799
|
|
700
|
|
93,503
|
|
||||
Interest expense
|
7,564
|
|
1,758
|
|
115,726
|
|
125,048
|
|
||||
EBITDA
|
$
|
138,274
|
|
$
|
98,641
|
|
$
|
(81,146
|
)
|
$
|
155,769
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
22,570
|
|
$
|
25,740
|
|
$
|
2,809
|
|
$
|
51,119
|
|
Total assets as of December 31, 2016
|
$
|
719,439
|
|
$
|
1,056,572
|
|
$
|
48,775
|
|
$
|
1,824,786
|
|
|
|
|
For the period from January 1 to March 13, 2015:
|
||||||||||||
|
Drainage Pipe & Products
|
Water Pipe & Products
|
Corporate and Other
|
Total
|
||||||||
Net Sales
|
$
|
79,341
|
|
$
|
30,464
|
|
$
|
2,893
|
|
$
|
112,698
|
|
Income (loss) from continuing operations before income taxes
|
8,839
|
|
(3,192
|
)
|
(8,161
|
)
|
(2,514
|
)
|
||||
Depreciation and amortization
|
3,231
|
|
1,030
|
|
128
|
|
4,389
|
|
||||
Interest expense
|
—
|
|
—
|
|
82
|
|
82
|
|
||||
EBITDA
|
$
|
12,070
|
|
$
|
(2,162
|
)
|
$
|
(7,951
|
)
|
$
|
1,957
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
621
|
|
$
|
1,851
|
|
$
|
—
|
|
$
|
2,472
|
|
|
At December 31,
|
||||||
|
2016
|
|
2015
|
||||
Investment in equity method investee
|
$
|
55,236
|
|
|
$
|
56,289
|
|
Property, plant, and equipment, net:
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
United States
|
$
|
422,853
|
|
|
$
|
266,846
|
|
Canada
|
19,584
|
|
|
49,013
|
|
||
Mexico
|
10,477
|
|
|
—
|
|
||
|
$
|
452,914
|
|
|
$
|
315,859
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|||||||||||
Net Sales:
|
Year ended December 31
|
|
For the period from March 14 to December 31,
|
|
|
For the period from January 1 to March 13,
|
Year ended December 31
|
||||||||
|
2016
|
|
2015
|
|
|
2015
|
2014
|
||||||||
United States
|
$
|
1,244,378
|
|
|
$
|
508,403
|
|
|
|
$
|
96,973
|
|
$
|
506,280
|
|
Canada
|
110,567
|
|
|
95,872
|
|
|
|
15,725
|
|
91,146
|
|
||||
Mexico
|
9,017
|
|
|
—
|
|
|
|
—
|
|
—
|
|
||||
|
$
|
1,363,962
|
|
|
$
|
604,275
|
|
|
|
$
|
112,698
|
|
$
|
597,426
|
|
|
Successor
|
|
|
Predecessor
|
|
||||||||||
|
Year ended December 31,
|
March 14 - December 31,
|
|
|
January 1 - March 13,
|
Year ended December 31,
|
|
||||||||
|
2016
|
2015
|
|
|
2015
|
2014
|
|
||||||||
Revenues
|
$
|
117,206
|
|
$
|
118,389
|
|
|
|
$
|
19,922
|
|
$
|
174,360
|
|
|
Cost of goods sold
|
98,043
|
|
112,775
|
|
|
|
19,493
|
|
157,614
|
|
|
||||
Gross Profit
|
19,163
|
|
5,614
|
|
|
|
429
|
|
16,746
|
|
|
||||
Selling, general and administrative
|
(14,186
|
)
|
(13,417
|
)
|
|
|
(4,577
|
)
|
(16,248
|
)
|
|
||||
Other income and expense items
|
(785
|
)
|
(419
|
)
|
|
|
164
|
|
(600
|
)
|
|
||||
Pretax income (loss) on discontinued operations
|
4,192
|
|
(8,222
|
)
|
|
|
(3,984
|
)
|
(102
|
)
|
|
||||
Income tax expense
|
(708
|
)
|
(386
|
)
|
|
|
—
|
|
(473
|
)
|
|
||||
Discontinued operations, net of tax
|
$
|
3,484
|
|
$
|
(8,608
|
)
|
|
|
$
|
(3,984
|
)
|
$
|
(575
|
)
|
|
|
|
|
|
|
December 31, 2015
|
||
Cash
|
|
$
|
17,563
|
|
Trade receivables, net
|
|
12,333
|
|
|
Inventories
|
|
42,044
|
|
|
Other current assets
|
|
116
|
|
|
Current assets held for divestiture
|
|
72,056
|
|
|
Property, plant and equipment, net
|
|
73,065
|
|
|
Other long term assets
|
|
5,959
|
|
|
Non-current assets held for divestiture
|
|
79,024
|
|
|
Total assets of disposal group classified as held for divestiture
|
|
$
|
151,080
|
|
|
|
|
||
Trade payables
|
|
$
|
11,349
|
|
Accrued liabilities
|
|
7,902
|
|
|
Other current liabilities
|
|
78
|
|
|
Current liabilities held for divestiture
|
|
19,329
|
|
|
Other long-term liabilities
|
|
991
|
|
|
Non-current liabilities held for divestiture
|
|
991
|
|
|
Total liabilities of disposal group classified as held for divestiture
|
|
$
|
20,320
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
|
Year ended December 31,
|
Period from March 14 - December 31,
|
|
|
Period from January 1 - March 13,
|
Year ended December 31,
|
||||||||
|
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||
Depreciation and amortization
|
|
$
|
6,370
|
|
$
|
7,680
|
|
|
|
$
|
2,505
|
|
$
|
12,981
|
|
Capital expenditures
|
|
$
|
8,251
|
|
$
|
4,677
|
|
|
|
$
|
272
|
|
$
|
4,505
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2016:
|
|
Successor
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Net sales
|
|
$
|
186,996
|
|
|
$
|
381,723
|
|
|
$
|
441,134
|
|
|
$
|
354,109
|
|
Cost of goods sold
|
|
151,305
|
|
|
298,632
|
|
|
339,817
|
|
|
293,754
|
|
||||
Income (loss) from continuing operations before taxes
|
|
(12,729
|
)
|
|
5,674
|
|
|
12,521
|
|
|
(68,248
|
)
|
||||
Income (loss) from continuing operations
|
|
(2,162
|
)
|
|
31,846
|
|
|
4,368
|
|
|
(45,142
|
)
|
||||
Income (loss) from discontinued operations, net of taxes
|
|
(1,774
|
)
|
|
4,843
|
|
|
4,000
|
|
|
(3,585
|
)
|
||||
Net income (loss)
|
|
(3,936
|
)
|
|
36,689
|
|
|
8,368
|
|
|
(48,727
|
)
|
||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.70
|
|
|
$
|
0.10
|
|
|
$
|
(0.75
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
Net earnings (loss)
|
|
$
|
(0.09
|
)
|
|
$
|
0.81
|
|
|
$
|
0.19
|
|
|
$
|
(0.81
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.70
|
|
|
$
|
0.10
|
|
|
$
|
(0.75
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
$
|
(0.06
|
)
|
Net earnings (loss)
|
|
$
|
(0.09
|
)
|
|
$
|
0.81
|
|
|
$
|
0.19
|
|
|
$
|
(0.81
|
)
|
Year ended December 31, 2015:
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
(in thousands, except per share amounts)
|
|
January 1 through March 13,
|
|
|
March 14 through March 31,
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||
Net sales
|
|
$
|
112,698
|
|
|
|
$
|
32,080
|
|
|
$
|
173,622
|
|
|
$
|
202,231
|
|
|
$
|
196,342
|
|
Cost of goods sold
|
|
98,339
|
|
|
|
28,700
|
|
|
152,910
|
|
|
160,333
|
|
|
171,780
|
|
|||||
Loss from continuing operations before taxes
|
|
(2,514
|
)
|
|
|
(17,621
|
)
|
|
(11,686
|
)
|
|
(10,453
|
)
|
|
(29,026
|
)
|
|||||
Loss from continuing operations
|
|
(1,772
|
)
|
|
|
(17,621
|
)
|
|
(13,136
|
)
|
|
(13,053
|
)
|
|
(30,368
|
)
|
|||||
Loss from discontinued operations, net of taxes
|
|
(3,984
|
)
|
|
|
51
|
|
|
(4,011
|
)
|
|
(1,914
|
)
|
|
(2,734
|
)
|
|||||
Net loss
|
|
(5,756
|
)
|
|
|
(17,570
|
)
|
|
(17,147
|
)
|
|
(14,967
|
)
|
|
(33,102
|
)
|
|||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
n/a
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.67
|
)
|
||
Loss from discontinued operations, net of taxes
|
|
n/a
|
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
||
Net loss
|
|
n/a
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.73
|
)
|
||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
n/a
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.67
|
)
|
||
Loss from discontinued operations, net of taxes
|
|
n/a
|
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
||
Net loss
|
|
n/a
|
|
|
$
|
(0.39
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.73
|
)
|
|
|
|
|
|
|
|
|
|
•
|
Material weakness related to the aggregation of control deficiencies relating to inventory, including control deficiencies related to physical inventory counts, the evaluation of reserves for excess inventories, the periodic review of manufacturing labor and overhead variances, and standard cost procedures.
|
•
|
Material weakness related to control deficiencies relating to bill and hold revenue transactions, including control deficiencies related to procedures to identify all bill and hold arrangements and sufficiently evaluate the accounting criteria prior to revenue recognition.
|
•
|
Recruit additional knowledgeable accounting personnel focused on inventory cost processes and controls.
|
•
|
Create accounting policies for establishing and monitoring inventory standard costs, evaluating labor and overhead variances and revenue recognition including bill and hold transactions.
|
•
|
Conduct additional training on all accounting policies with special emphasis on physical inventory counts.
|
•
|
Direct the internal audit organization to increase risk-based monitoring of inventory physical counts.
|
•
|
Create new monitoring controls to identify and correct invalid amounts within sales backlog.
|
•
|
Implement a policy which prohibits bill and hold transactions.
|
•
|
Expanded and strengthened our finance and accounting organization by recruiting and hiring additional finance personnel;
|
•
|
Created our internal audit organization, which reports directly to our audit committee;
|
•
|
Documented transaction processes and designed internal controls for each business cycle (Purchase to Pay, Quote to Cash, Inventory, Payroll and Benefits, and Financial Close and Reporting);
|
•
|
Implemented a new accounting application to enhance controls over account reconciliations; and
|
•
|
Trained users on our ERP system use and controls.
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
(a) Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options, Warrants and Rights
|
|
(b) Weighted Average
Exercise Price of
Outstanding Options, Warrants and Rights
|
|
(c) Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
|
||||
Equity compensation plans approved by security holders
|
|
361,590
|
|
|
$
|
18.00
|
|
|
4,501,510
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
2.1+
|
|
Purchase Agreement, dated as of December 23, 2014, by and between HBMA Holdings LLC, Structherm Holdings Limited, Hanson America Holdings (4) Limited, Hanson Packed Products Limited and LSF9 Stardust Holdings LLC, and, solely for the purposes of Section 9.08 and Article IX thereto, HeidelbergCement AG.
|
(a)
|
|
|
|
|
|
|
2.2
|
|
Amendment No. 1 to the Purchase Agreement, dated as of January 21, 2015, by and between HBMA Holdings LLC, Structherm Holdings Limited, Hanson America Holdings (4) Limited, Hanson Packed Products Limited and LSF9 Stardust Holdings LLC.
|
(a)
|
|
|
|
|
|
|
2.3
|
|
Assignment and Amendment to the Purchase Agreement, dated as of March 13, 2015, by and between LSF9 Stardust Holdings LLC and LSF9 Concrete Ltd, and solely for the purposes of Article III thereto, HBMA Holdings LLC, Structherm Holdings Limited, Hanson America Holdings (4) Limited, Hanson Packed Products Limited, Stardust Acquisition I Company, LLC, Stardust Acquisition II Company, LLC, LSF9 Concrete UK Ltd, Stardust Canada Acquisition I Ltd And Stardust Canada Acquisition II Ltd.
|
(a)
|
|
|
|
|
|
|
2.4+
|
|
Stock Purchase Agreement, dated as of August 20, 2015, by and among HBP Pipe & Precast LLC, Cretex Companies, Inc. and Cretex Concrete Products, Inc.
|
(a)
|
|
|
|
|
|
|
2.5+
|
|
Purchase Agreement, dated as of January 29, 2016, by and among Forterra Pipe & Precast, LLC, Sherman-Dixie Concrete Industries, Inc., the shareholders named therein, and PKD Partnership.
|
(a)
|
|
|
|
|
|
|
2.6+
|
|
Stock Purchase Agreement, dated as of February 12, 2016, by and among Forterra Pipe & Precast, LLC, USP Holdings Inc., the stockholders and optionholders of USP Holdings Inc. named therein, and Alabama Seller Rep Inc.
|
(a)
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
(d)
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant.
|
(b)
|
|
|
|
|
|
|
4.1
|
|
Registration Rights Agreement dated as of October 19, 2016 between Forterra, Inc. and LSF9 Concrete Mid-Holdings Ltd.
|
(b)
|
|
|
|
|
|
|
4.2
|
|
Form of Certificate of Common Stock of the Registrant.
|
(e)
|
|
|
|
|
|
|
10.1
|
|
Senior Lien Term Loan Credit Agreement dated as of March 13, 2015, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., as borrower, the lenders party thereto, and Credit Suisse AG as administrative agent.
|
(a)
|
|
|
|
|
|
|
10.2
|
|
First Incremental Facility Amendment to the Senior Lien Term Loan Credit Agreement, dated as of October 1, 2015, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., the guarantors party thereto, the lenders party thereto, and Credit Suisse AG as administrative agent.
|
(a)
|
|
|
|
|
|
|
10.3
|
|
Second Incremental Facility Amendment to the Senior Lien Term Loan Credit Agreement, dated as of June 17, 2016, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., the guarantors party thereto, the lenders party thereto, and Credit Suisse AG as administrative agent.
|
(a)
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Junior Lien Term Loan Credit Agreement dated as of March 13, 2015, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., as borrower, the lenders party thereto, and Credit Suisse AG as administrative agent.
|
(a)
|
|
|
|
|
|
|
10.5
|
|
ABL Credit Agreement dated as of March 13, 2015, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., as initial borrower, the additional revolving borrowers party thereto, the lenders party thereto, Credit Suisse AG as administrative agent, and Bank of America, N.A. as collateral agent.
|
(a)
|
|
|
|
|
|
|
10.6
|
|
First Amendment to ABL Credit Agreement, dated as of April 1, 2015, by and among LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., the additional revolving borrowers party thereto, the guarantors party thereto, the lenders party thereto and Credit Suisse AG as administrative agent.
|
(a)
|
|
|
|
|
|
|
10.7
|
|
Incremental Facility Amendment to ABL Credit Agreement, dated as of November 10, 2015, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., the additional revolving borrowers party thereto, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Bank of America, N.A. as collateral agent.
|
(a)
|
|
|
|
|
|
|
10.8
|
|
Second Amendment and Consent to ABL Credit Agreement, dated as of April 13, 2016, by and among LSF9 Concrete Ltd, LSF9 Concrete Holdings Ltd, Stardust Finance Holdings, Inc., the additional revolving borrowers party thereto, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A. as collateral agent and administrative agent.
|
(a)
|
|
|
|
|
|
|
10.9
|
|
Master Land and Building Lease, dated April 5, 2016, by and among Forterra Pipe & Precast, LLC, Forterra Pressure Pipe, Inc., Forterra Concrete Products, Inc. and Forterra Concrete Industries, Inc., as Tenant, and Pipe Portfolio Owner (MULTI) LP, as Landlord.
|
(b)
|
|
|
|
|
|
|
10.10
|
|
First Amendment to Master Land and Building Lease, dated April 14, 2016 by and among Forterra Pipe & Precast, LLC, Forterra Pressure Pipe, Inc., Forterra Concrete Products, Inc., Forterra Concrete Industries, Inc. and Pipe Portfolio Owner (MULTI) LP.
|
(b)
|
|
|
|
|
|
|
10.11
|
|
Master Land and Building Lease, dated April 5, 2016, by and among, Forterra Pipe & Precast, Ltd., Forterra Pressure Pipe, Inc., and Forterra Pipe & Precast Quebec, Ltd., as Tenant, and FORT-NOM Holdings (ONQC) LTD., as Landlord.
|
(b)
|
|
|
|
|
|
|
10.12
|
|
Amended and Restated Limited Liability Company Agreement of Concrete Pipe & Precast, LLC, dated as of August 3, 2012, by and among Concrete Pipe & Precast, LLC, Americast, Inc. and Hanson Pipe & Precast LLC.
|
(a)
|
|
|
|
|
|
|
10.13
|
|
Asset Advisory Agreement, dated as of February 9, 2015, by and between Hudson Americas LLC, LSF9 Stardust Holdings, L.P., and Lone Star Fund IX (U.S.), L.P. for purposes of Section 7(a).
|
(a)
|
|
|
|
|
|
|
10.14
|
|
Form of Tax Receivable Agreement.
|
(e)
|
|
|
|
|
|
|
10.15
|
|
Form of Indemnification Agreement for executive officers and directors.
|
(b)
|
|
|
|
|
|
|
10.16#
|
|
Employment Agreement between HBP Pipe and Precast LLC and Jeff Bradley dated as of July 8, 2015.
|
(a)
|
|
|
|
|
|
|
10.17#
|
|
Amended and Restated Employment Agreement between Forterra Pipe & Precast, LLC and William Matthew Brown dated as of June 28, 2016.
|
(a)
|
|
|
|
|
|
|
|
|
|
10.18#
|
|
LSF9 Concrete Holdings Ltd. Long Term Incentive Plan (with form of award agreement).
|
(a)
|
|
10.19#
|
|
Notice regarding LSF9 Concrete Holdings Ltd. Long Term Incentive Plan dated December 14, 2016.
|
*
|
|
|
|
|
|
|
10.20#
|
|
Forterra, Inc. 2016 Stock Incentive Plan.
|
(g)
|
|
|
|
|
|
|
10.21#
|
|
Form of Grant Notice for 2016 Stock Incentive Plan Nonqualified Stock Options Award.
|
(c)
|
|
|
|
|
|
|
10.22#
|
|
Form of Grant Notice for 2016 Stock Incentive Plan Incentive Stock Options Award.
|
(c)
|
|
|
|
|
|
|
10.23#
|
|
Form of Grant Notice for 2016 Stock Incentive Plan Restricted Stock Award.
|
(c)
|
|
|
|
|
|
|
10.24#
|
|
Form of Grant Notice for 2016 Stock Incentive Plan Restricted Stock Unit Award.
|
(c)
|
|
|
|
|
|
|
10.25#
|
|
Form of Grant Notice for 2016 Stock Incentive Plan Performance Restricted Stock Unit Award.
|
(c)
|
|
|
|
|
|
|
10.26
|
|
Senior Lien Term Loan Credit Agreement dated October 25, 2016 by and among Forterra, Inc., Forterra Finance, LLC, as borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.
|
(f)
|
|
|
|
|
|
|
10.27
|
|
ABL Credit Agreement dated October 25, 2016 by and among Forterra, Inc. and certain of its subsidiaries, as borrowers, the lenders party thereto and Bank of America, N.A., as agent.
|
(f)
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
*
|
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
*
|
|
|
|
|
|
|
23.2
|
|
Consent of Hein & Associates LLP.
|
*
|
|
|
|
|
|
|
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.
|
*
|
|
|
|
|
|
|
99.1
|
|
Financial Statements of Concrete Pipe & Precast, LLC as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014.
|
*
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
*
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
*
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
*
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document.
|
*
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
*
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
*
|
|
*
|
Filed herewith
|
#
|
Denotes management compensatory plan or arrangement
|
+
|
Certain schedules to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request.
|
^
|
Exhibit 32.1 shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language
in any filings. |
(a)
|
Previously filed on July 8, 2016 as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-212449) and incorporated herein by reference.
|
(b)
|
Previously filed on August 15, 2016 as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-212449) and incorporated herein by reference.
|
(c)
|
Previously filed on September 8, 2016 as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-212449) and incorporated herein by reference.
|
(d)
|
Previously filed on October 7, 2016 as an exhibit to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-212449) and incorporated herein by reference.
|
(e)
|
Previously filed on October 17, 2016 as an exhibit to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-212449) and incorporated herein by reference.
|
(f)
|
Previously filed on November 11, 2016 as an exhibit to the Company’s Current Report on Form 8-K/A and incorporated herein by reference.
|
(g)
|
Previously filed on January 10, 2017 as an exhibit to the Company’s Registration Statement on Form S-8 (File No. 333-215504) and incorporated herein by reference.
|
|
|
|
|
|
|
|
FORTERRA, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/ Jeff Bradley
|
|
March 31, 2017
|
By:
|
Jeff Bradley
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jeffrey Bradley
|
|
President and Chief Executive Officer; Director
|
|
March 31, 2017
|
Jeffrey Bradley
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ William Matthew Brown
|
|
Executive Vice President and Chief Financial Officer
|
|
March 31, 2017
|
William Matthew Brown
|
|
(Principal Financial Officer, Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Kevin Barner
|
|
Director
|
|
March 31, 2017
|
Kevin Barner
|
|
|
|
|
|
|
|
|
|
/s/ Robert Corcoran
|
|
Director
|
|
March 31, 2017
|
Robert Corcoran
|
|
|
|
|
|
|
|
|
|
/s/ Samuel D. Loughlin
|
|
Chairman of the Board, Director
|
|
March 31, 2017
|
Samuel D. Loughlin
|
|
|
|
|
|
|
|
|
|
/s/ Clint McDonnough
|
|
Director
|
|
March 31, 2017
|
Clint McDonnough
|
|
|
|
|
|
|
|
|
|
/s/ John McPherson
|
|
Director
|
|
March 31, 2017
|
John McPherson
|
|
|
|
|
|
|
|
|
|
/s/ Chris Meyer
|
|
Director
|
|
March 31, 2017
|
Chris Meyer
|
|
|
|
|
|
|
|
|
|
/s/ Jacques Sarrazin
|
|
Director
|
|
March 31, 2017
|
Jacques Sarrazin
|
|
|
|
|
|
|
|
|
|
/s/ Chadwick Suss
|
|
Director
|
|
March 31, 2017
|
Chadwick Suss
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kyle Volluz
|
|
Director
|
|
March 31, 2017
|
Kyle Volluz
|
|
|
|
|
|
|
|
|
|
/s/ Grant Wilbeck
|
|
Director
|
|
March 31, 2017
|
Grant Wilbeck
|
|
|
|
|
|
|
|
(a)
|
On and as of October 14, 2016, sponsorship of the Plan and your Award Agreement has been transferred from LSF9 Concrete Holdings Ltd. to Forterra, Inc. From and after October 1 4, 2016, all references in the Plan and your Award Agreement to "the Company" shall be deemed references to Forterra, Inc. If amounts become payable under the Plan after October 14, 2016, those amounts will be paid by Forterra, Inc.
|
(b)
|
I hereby confirm that all cash proceeds received by Lone Star Fund IX (U.S.), LP. and its affiliates ("Lone Star") in respect of Lone Star's investment in each of the following or their successors in interest: (1) Forterra plc, a public limited company incorporated under the laws of England and Wales, (2) Forterra Brick, Ltd., British Columbia company, and (3) Bricks Holdings LLC, a Delaware limited liability company, shall be considered cash proceeds received by the Company's direct and indirect equity owners in respect of a Liquidity Event for purposes of (A) determining the Cumulative IRR for purposes of the Plan and (B) whether and to what extent amounts shall be credited to the Incentive Pool under the Plan.
|
(c)
|
Notwithstanding anything to the contrary in the Plan or your individual Award Agreement, I hereby confirm that Pool Units awarded to you shall be considered fully vested, and not subject to forfeiture if you are employed by Forterra, Inc. or one of its subsidiaries on and as of the date on which Lone Star no longer holds any shares of Forterra, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Forterra, 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)) 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)
|
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
|
(c)
|
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; and
|
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
|
Date: March 31, 2017
|
/s/ Jeff Bradley
|
|
Jeff Bradley
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Forterra, 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-15e) and 15d-15(e)) 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;
|
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):
|
Date: March 31, 2017
|
/s/ William M. Brown
|
|
William M. Brown
|
|
Executive Vice President and Chief
|
|
Financial Officer
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 31, 2017
|
/s/ Jeff Bradley
|
|
Jeff Bradley
|
|
President and Chief Executive Officer
|
|
|
Date: March 31, 2017
|
/s/ William M. Brown
|
|
William M. Brown
|
|
Executive Vice President and Chief
|
|
Financial Officer
|
CONCRETE PIPE & PRECAST, LLC
|
||||||||||||
|
|
|
|
|
|
|
||||||
STATEMENTS OF INCOME
|
||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2016, 2015, and 2014
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
(unaudited)
|
|
|
||||||
Net sales
|
|
$
|
153,345,289
|
|
|
$
|
123,888,361
|
|
|
$
|
111,753,133
|
|
Cost of sales
|
|
111,659,657
|
|
|
94,380,393
|
|
|
90,003,024
|
|
|||
Gross profit
|
|
41,685,632
|
|
|
29,507,968
|
|
|
21,750,109
|
|
|||
|
|
|
|
|
|
|
||||||
Selling expenses
|
|
4,298,678
|
|
|
4,071,749
|
|
|
3,703,397
|
|
|||
General and administrative expense
|
|
12,372,828
|
|
|
10,781,952
|
|
|
9,952,645
|
|
|||
Other operating income
|
|
(315,713
|
)
|
|
(394,251
|
)
|
|
(362,542
|
)
|
|||
INCOME FROM OPERATIONS
|
|
25,329,839
|
|
|
15,048,518
|
|
|
8,456,609
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(476,706
|
)
|
|
(458,309
|
)
|
|
(576,713
|
)
|
|||
Other income
|
|
—
|
|
|
1,499,733
|
|
|
866,297
|
|
|||
Net income
|
|
$
|
24,853,133
|
|
|
$
|
16,089,942
|
|
|
$
|
8,746,193
|
|
CONCRETE PIPE & PRECAST, LLC
|
||||
|
|
|
||
STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
|
||||
FOR THE YEARS ENDED DECEMBER 31, 2016, 2015, and 2014
|
||||
|
|
|
||
|
|
|
||
|
|
|
||
BALANCE AT DECEMBER 31, 2013
|
|
$
|
84,706,932
|
|
Distributions
|
|
(22,123,486
|
)
|
|
Net income
|
|
8,746,193
|
|
|
BALANCE AT DECEMBER 31, 2014
|
|
71,329,639
|
|
|
Distributions (unaudited)
|
|
(17,600,000
|
)
|
|
Net income (unaudited)
|
|
16,089,942
|
|
|
BALANCE AT DECEMBER 31, 2015 (unaudited)
|
|
69,819,581
|
|
|
Distributions
|
|
(26,656,309
|
)
|
|
Net income
|
|
24,853,133
|
|
|
BALANCE AT DECEMBER 31, 2016
|
|
$
|
68,016,405
|
|
|
Estimated Useful
|
|||||
|
Life in Years
|
|
||||
|
|
|
|
|||
Buildings and improvements
|
15 - 39
|
|
|
|
||
Machinery and equipment
|
5 - 20
|
|
|
|
||
Vehicles and delivery equipment
|
5 - 12
|
|
|
|
||
Office equipment
|
3 - 7
|
|
|
|
•
|
The carrying amount will be recovered principally through a sale transaction rather than through continuing use;
|
•
|
The disposal group is available for immediate sale in its present condition subject only to terms that usual and customary for such sales; and
|
Property, plant, and equipment
|
|
$1,775,000
|
|
Inventory
|
1,251,638
|
|
|
Intangible assets
|
25,000
|
|
|
Total assets acquired
|
|
$3,051,638
|
|
|
2016
|
2015
|
||||
|
|
(unaudited)
|
||||
Finished goods
|
$
|
12,542,761
|
|
$
|
12,330,965
|
|
Raw materials
|
3,101,678
|
|
2,889,715
|
|
||
Supplies
|
89,682
|
|
127,114
|
|
||
Total inventories
|
$
|
15,734,121
|
|
$
|
15,347,794
|
|
|
2016
|
2015
|
||||
|
|
(unaudited)
|
||||
Land and buildings
|
$
|
42,905,562
|
|
$
|
42,288,057
|
|
Machinery and equipment
|
102,209,256
|
|
100,286,500
|
|
||
Vehicles and delivery equipment
|
788,421
|
|
1,703,637
|
|
||
Office equipment
|
1,245,071
|
|
1,350,542
|
|
||
Assets under development
|
6,174,946
|
|
3,859,877
|
|
||
Total
|
153,323,256
|
|
149,488,613
|
|
||
Less: Accumulated depreciation
|
(86,193,948
|
)
|
(79,847,300
|
)
|
||
Net property, plant, and equipment
|
$
|
67,129,308
|
|
$
|
69,641,313
|
|
|
2016
|
2015
|
||||
|
|
(unaudited)
|
|
|||
Non-competition agreement
|
25,000
|
|
25,000
|
|
||
Less: Accumulated amortization
|
(24,653
|
)
|
(16,319
|
)
|
||
Intangible assets - net
|
$
|
347
|
|
$
|
8,681
|
|
|
2016
|
2015
|
||||
|
|
(unaudited)
|
|
|||
Current portion
|
$ 2,400,000
|
|
2,400,000
|
|
||
Long-term portion
|
20,736,770
|
|
20,318,852
|
|
||
Notes payable
|
|
$23,136,770
|
|
$
|
22,718,852
|
|
|
2016
|
|
2015
|
|
|
|
(unaudited)
|
Trade accounts receivable, net - Eagle
|
430
|
|
10
|
Trade accounts receivable, net - Forterra
|
—
|
|
—
|
Accounts Payable - Eagle
|
8,884
|
|
7,084
|
Accounts Payable - Forterra
|
15,025
|
|
13,112
|
Due from affiliates
|
1,059
|
|
1,478
|
Due to affiliates
|
120,108
|
|
96,753
|
2017
|
$ 630,000
|
|
|
2018
|
398,000
|
|
|
2019
|
154,000
|
|
|
2020
|
62,000
|
|
|
2021
|
17,000
|
|
|
Total
|
|
$1,261,000
|
|