|
|
|
|
|
Delaware
|
|
37-1830464
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
Securities Registered Pursuant to Section 12(b) Act:
|
||
Title of Each Class
|
|
Name of Exchange on Which Registered
|
Common Stock, $0.001 par value per share
|
|
Nasdaq Global Select Market
|
|
|
|
Securities Registered Pursuant to Section 12(g) Act: None
|
[ ] Large accelerated filer
|
|
[X] Accelerated filer
|
|
Non-accelerated filer [ ]
|
|
[X] Smaller reporting company
|
[ ] Emerging growth company
|
|
|
|
Page
|
|
Part I
|
|
|
|
|
|
Part II
|
|
|
|
|
|
Part III
|
|
|
|
|
|
Part IV
|
|
|
||
|
|
|
|
|
|
•
|
the level of construction activity, particularly in the residential construction and non-residential construction markets;
|
•
|
government funding of infrastructure and related construction activities;
|
•
|
the highly competitive nature of our industry and our ability to effectively compete;
|
•
|
the availability and price of the raw materials we use in our business;
|
•
|
our dependence on key customers and the absence of long-term agreements with these customers;
|
•
|
the level of construction activity in Texas;
|
•
|
disruption at one or more of our manufacturing facilities or in our supply chain;
|
•
|
construction project delays and our inventory management;
|
•
|
our ability to successfully integrate acquisitions;
|
•
|
energy costs;
|
•
|
labor disruptions and other union activity;
|
•
|
a tightening of mortgage lending or mortgage financing requirements;
|
•
|
the ability to implement our growth strategy;
|
•
|
our current dispute with HeidelbergCement related to the payment of an earnout;
|
•
|
compliance with environmental laws and regulations;
|
•
|
changes in tax laws could adversely affect us;
|
•
|
compliance with health and safety laws and regulations and other laws and regulations to which we and our products are subject;
|
•
|
our dependence on key executives and key management personnel;
|
•
|
our ability and that of the customers with which we work to retain and attract additional skilled and non-skilled technical or sales personnel;
|
•
|
credit and non-payment risks of our customers;
|
|
|
|
•
|
warranty and related claims;
|
•
|
legal and regulatory claims;
|
•
|
the seasonality of our business and its susceptibility to adverse weather;
|
•
|
our contract backlog;
|
•
|
our ability to maintain sufficient liquidity and ensure adequate financing or guarantees for large projects;
|
•
|
delays or outages in our information technology systems and computer networks;
|
•
|
security breaches in our information technology systems and other cybersecurity incidents; and
|
•
|
additional factors discussed in our filings with the Securities and Exchange Commission, or the SEC.
|
|
|
|
Key Segments
|
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
Products
|
|
|
|
|
Product Applications
|
|
Storm water and wastewater infrastructure
|
|
Potable and wastewater transmission and distribution
|
Primary Market Channels
|
|
- Direct to Contractors - Distributors
|
|
- Distributors - Direct to Contractors, Municipalities and Utilities Waterworks
|
# of Manufacturing Facilities
|
|
60
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Cretex Acquisition -
On October 1, 2015, Forterra acquired all the outstanding shares of Cretex Concrete Products, Inc., or Cretex, for an aggregate consideration of $245.1 million, or 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 and now operates as part of our Drainage Pipe & Products segment.
|
•
|
Sherman-Dixie Acquisition -
On January 29, 2016, we acquired all the stock of Sherman-Dixie Concrete Industries, Inc., or Sherman-Dixie, for aggregate consideration of $66.8 million. Sherman-Dixie was a manufacturer of precast concrete structures operating in Kentucky, Tennessee, Alabama and Indiana and now operates as part of our Drainage Pipe & Products segment.
|
•
|
U.S. Pipe Acquisition -
On April 15, 2016, we acquired all of the stock of USP Holdings Inc., or U.S. Pipe, for aggregate consideration of $778.7 million. U.S. Pipe is a manufacturer of water transmission pipe servicing residential, commercial and infrastructure customers and operates as part of our Water Pipe & Products segment.
|
•
|
Bio Clean Acquisition -
On August 4, 2016, we acquired all of the stock of Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. for aggregate consideration of $31.9 million. 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 and now operates as part of our Drainage Pipe & Products segment.
|
•
|
J&G Acquisition
- On October 14, 2016, we acquired J&G Concrete Operations, LLC, or J&G, for aggregate consideration of $32.4 million. J&G manufactured concrete pipe, box culverts and special fittings in North Texas and now operates as part of our Drainage Pipe & Products segment.
|
•
|
Precast Concepts Acquisition
- On October 14, 2016, we acquired the business of Precast Concepts, LLC, or Precast Concepts, for aggregate consideration of $99.6 million. Precast Concepts manufactured concrete pipe, box culverts, storm detention systems and other precast concrete and related products in Colorado through its three facilities and now operates as part of our Drainage Pipe & Products segment.
|
•
|
Royal Acquisition -
On February 3, 2017, we acquired the assets of Royal Enterprises America, Inc., or Royal, for aggregate consideration of $35.5 million in cash. Royal manufactured concrete drainage pipe, precast concrete products, storm water treatment technologies and erosion control products serving the greater Minneapolis market and now operates as part of our Drainage Pipe & Products segment.
|
•
|
Sale Leaseback -
On April 5, 2016, we sold properties in 47 sites throughout the U.S. and Canada to Pipe Portfolio Owner (Multi) LP, or the U.S. Buyer, and FORT-BEN Holdings (ONQC) Ltd., or the Canadian Buyer, for an aggregate purchase price of approximately $204.3 million. On April 14, 2016, we sold additional properties in two sites located in the U.S. to the U.S. Buyer for an aggregate purchase price of approximately $11.9 million. In connection with these transactions, we and U.S. Buyer and an affiliate of the Canadian Buyer entered into master land and building lease agreements under which we agreed to lease back each of the properties for an initial term of twenty years, followed by one optional renewal terms of 9 years, 11 months.
|
|
|
|
•
|
Bricks Disposition
- On August 23, 2016, an affiliate of Lone Star entered into an agreement with an unaffiliated third party to contribute LSF9's bricks business to a newly formed joint venture with the unaffiliated third party, or the Bricks Joint Venture. In exchange for the contribution of the bricks business, an affiliate of Lone Star received a 50% interest in the Bricks Joint Venture. On October 17, 2016, LSF9 distributed its bricks business to an affiliate of Lone Star, or the Bricks Disposition. Following the Bricks Disposition, LSF9 had no relation to or business affiliation with its former bricks business or the Bricks Joint Venture other than contractual arrangements regarding certain limited transition services, the temporary use of the “Forterra” name, and a short-term loan which was subsequently repaid in full.
|
•
|
U.S. Pressure Pipe Divestiture
- On July 31, 2017, we completed the sale of our U.S. concrete and steel pressure pipe business, a component of our Water Pipe and Products segment, to Thompson Pipe Group, or TPG, in exchange for approximately
$23.2 million
in cash, subject to standard working capital adjustments, exclusive of fees and expenses, as well as certain assets relating to a drainage pipe and products manufacturing facility in Conroe, Texas.
|
•
|
Foley Exchange Agreement
- On January 31, 2018, we completed the sale to Foley Products Company of several of our pipe & precast plants in the southeast region, including Tennessee, Alabama and Georgia, which were part of the Drainage Pipe & Products segment, in exchange for $9.1 million in cash, a drainage facility located in Prentiss, Mississippi and land in Texas.
|
|
|
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
diversion of the attention of our management and that of the acquired business;
|
•
|
combining management teams, strategies and philosophies;
|
•
|
merging or linking different accounting and financial reporting systems and systems of internal controls;
|
•
|
assimilation of personnel, human resources and other administrative departments and potentially contrasting corporate cultures;
|
•
|
merging computer, technology and other information networks and systems;
|
•
|
disruption of our relationship with, or loss of, key customers, suppliers or personnel;
|
•
|
interference with, or loss of momentum in, our ongoing business or that of the acquired companies; and
|
•
|
delays or cost overruns in the integration process.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
dispose of certain assets;
|
|
|
|
•
|
incur or guarantee additional indebtedness;
|
•
|
enter into new lines of business;
|
•
|
make investments, intercompany loans or certain payments in respect of indebtedness;
|
•
|
incur or maintain certain liens;
|
•
|
enter into transactions with affiliates;
|
•
|
engage in certain sale and leaseback transactions;
|
•
|
declare or pay dividends and make other restricted payments, including the repurchase or redemption of our stock; and
|
•
|
engage in mergers, consolidations, liquidations and certain asset sales.
|
|
|
|
•
|
actual or anticipated variations in our quarterly operating results;
|
•
|
changes in market valuations of similar companies;
|
•
|
changes in the markets in which we operate;
|
•
|
additions or departures of key personnel;
|
•
|
actions by stockholders, including the sale by Lone Star of any of its shares of our common stock;
|
•
|
speculation in the press or investment community;
|
•
|
general market, economic and political conditions, including an economic slowdown;
|
•
|
uncertainty regarding economic events, including in Europe in connection with the United Kingdom’s possible departure from the European Union;
|
•
|
changes in interest rates;
|
•
|
our operating performance and the performance of other similar companies;
|
•
|
our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts; and
|
•
|
new legislation or other regulatory developments that adversely affect us, our markets or our industry.
|
|
|
|
|
|
|
|
|
|
•
|
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;
|
•
|
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;
|
•
|
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
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
•
|
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;
|
•
|
prevent stockholders from calling special meetings;
|
•
|
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;
|
•
|
limit the ability of stockholders to amend our certificate of incorporation and bylaws;
|
•
|
require advance notice for nominations for election to the board of directors and for stockholder proposals;
|
•
|
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
|
•
|
establish a classified board of directors with staggered three-year terms.
|
|
|
|
Facility Name
|
|
City
|
|
State/Province
|
|
Ownership
|
|
|
|
|
|
|
|
Drainage Pipe & Products (60 plants)
|
|
|
|
|
|
|
Caldwell
|
|
Caldwell
|
|
Idaho
|
|
Owned
|
Salt Lake City
|
|
Salt Lake City
|
|
Utah
|
|
Owned
|
Pelham
|
|
Pelham
|
|
Alabama
|
|
Owned
|
El Mirage
|
|
El Mirage
|
|
Arizona
|
|
Leased
|
West Memphis
|
|
West Memphis
|
|
Arkansas
|
|
Leased
|
Florin Road (2 plants)
|
|
Sacramento
|
|
California
|
|
Leased
|
Deland Precast
|
|
Deland
|
|
Florida
|
|
Leased
|
Gretna
|
|
Gretna
|
|
Florida
|
|
Leased
|
Marianna
|
|
Marianna
|
|
Florida
|
|
Leased
|
Winter Haven Pipe
|
|
Winter Haven
|
|
Florida
|
|
Leased
|
St. Martinville
|
|
St. Martinville
|
|
Louisiana
|
|
Leased
|
|
|
|
Facility Name
|
|
City
|
|
State/Province
|
|
Ownership
|
Como
|
|
Como
|
|
Mississippi
|
|
Owned
|
Prentiss (2 plants)
|
|
Prentiss
|
|
Mississippi
|
|
Owned
|
Columbus
|
|
Columbus
|
|
Ohio
|
|
Leased
|
Dayton - Dixie
|
|
Dayton
|
|
Ohio
|
|
Owned
|
Macedonia
|
|
Macedonia
|
|
Ohio
|
|
Owned
|
Oklahoma City
|
|
Oklahoma City
|
|
Oklahoma
|
|
Owned
|
Austin Pipe
|
|
Austin
|
|
Texas
|
|
Leased
|
Cedar Hill Pipe
|
|
Cedar Hill
|
|
Texas
|
|
Leased
|
Grand Prairie (2 plants)
|
|
Grand Prairie
|
|
Texas
|
|
Leased
|
Jersey Village (3 plants)
|
|
Houston
|
|
Texas
|
|
Leased
|
Waco
|
|
Hewitt
|
|
Texas
|
|
Leased
|
Ottawa
|
|
Gloucester
|
|
Ontario
|
|
Leased
|
Cambridge
|
|
Cambridge
|
|
Ontario
|
|
Leased
|
Lexington
|
|
Lexington
|
|
Kentucky
|
|
Leased
|
Elizabethtown
|
|
Elizabethtown
|
|
Kentucky
|
|
Leased
|
Louisville
|
|
Louisville
|
|
Kentucky
|
|
Leased
|
Billings
|
|
Billings
|
|
Montana
|
|
Leased
|
Bonner Springs
|
|
Bonner Springs
|
|
Kansas
|
|
Leased
|
Cedar Rapids
|
|
Cedar Rapids
|
|
Iowa
|
|
Owned
|
Des Moines
|
|
Des Moines
|
|
Iowa
|
|
Leased
|
Elk River (3 plants)
|
|
Elk River
|
|
Minnesota
|
|
Leased
|
Hawley
|
|
Hawley
|
|
Minnesota
|
|
Leased
|
Helena
|
|
Helena
|
|
Montana
|
|
Leased
|
Humboldt
|
|
Humboldt
|
|
Iowa
|
|
Owned
|
Iowa Falls
|
|
Iowa Falls
|
|
Iowa
|
|
Leased
|
Lawrence
|
|
Lawrence
|
|
Kansas
|
|
Owned
|
Marshalltown
|
|
Marshalltown
|
|
Iowa
|
|
Leased
|
Menoken
|
|
Menoken
|
|
North Dakota
|
|
Leased
|
Mitchell
|
|
Mitchell
|
|
South Dakota
|
|
Owned
|
Plattsmouth
|
|
Plattsmouth
|
|
Nebraska
|
|
Leased
|
Rapid City
|
|
Rapid City
|
|
South Dakota
|
|
Leased
|
Henderson (2 plants)
|
|
Henderson
|
|
Colorado
|
|
Leased
|
Grand Junction
|
|
Grand Junction
|
|
Colorado
|
|
Leased
|
Lubbock
|
|
Lubbock
|
|
Texas
|
|
Owned
|
Mineral Wells
|
|
Mineral Wells
|
|
Texas
|
|
Owned
|
San Antonio (2 plants)
|
|
San Antonio
|
|
Texas
|
|
Owned
|
Stacy
|
|
Stacy
|
|
Minnesota
|
|
Owned
|
Green Cove Springs
|
|
Green Cove Springs
|
|
Florida
|
|
Owned
|
Riverside
|
|
Menifee
|
|
California
|
|
Leased
|
Oceanside
|
|
Oceanside
|
|
California
|
|
Leased
|
|
|
|
|
|
|
|
Water Pipe & Products (19 plants)
|
|
|
|
|
|
|
St. Eustache Pressure Pipe
|
|
St. Eustache
|
|
Quebec
|
|
Owned
|
|
|
|
Facility Name
|
|
City
|
|
State/Province
|
|
Ownership
|
Stouffville
|
|
Stouffville
|
|
Ontario
|
|
Owned
|
Uxbridge
|
|
Uxbridge
|
|
Ontario
|
|
Owned
|
Bessemer (2 plants)
|
|
Bessemer
|
|
Alabama
|
|
Leased
|
Mini Mill
|
|
Bessemer
|
|
Alabama
|
|
Leased
|
Union City
|
|
Union City
|
|
California
|
|
Owned
|
Lynchburg
|
|
Lynchburg
|
|
Virginia
|
|
Owned
|
Monterrey, Mexico
|
|
Monterrey
|
|
Mexico
|
|
Owned
|
Rogers
|
|
Rogers
|
|
Minnesota
|
|
Leased
|
Remington
|
|
Remington
|
|
Virginia
|
|
Leased
|
Ottawa
|
|
Ottawa
|
|
Kansas
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
(in thousands)
|
Year ended December 31,
|
Year ended December 31,
|
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,
|
||||||||||||
Statement of Operations Data:
|
2018
|
2017
|
2016
|
2015
|
|
|
2015
|
2014
|
||||||||||||
Net sales
|
$
|
1,479,712
|
|
$
|
1,580,413
|
|
$
|
1,363,962
|
|
$
|
604,275
|
|
|
|
$
|
112,698
|
|
$
|
597,426
|
|
Cost of goods sold
|
1,234,143
|
|
1,327,305
|
|
1,083,508
|
|
513,723
|
|
|
|
98,339
|
|
506,688
|
|
||||||
Gross profit
|
245,569
|
|
253,108
|
|
280,454
|
|
90,552
|
|
|
|
14,359
|
|
90,738
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general & administrative expenses
|
(209,877
|
)
|
(255,034
|
)
|
(216,099
|
)
|
(121,554
|
)
|
|
|
(17,106
|
)
|
(85,859
|
)
|
||||||
Impairment and exit charges
|
(4,336
|
)
|
(13,220
|
)
|
(2,218
|
)
|
(1,026
|
)
|
|
|
(542
|
)
|
(4,261
|
)
|
||||||
Earnings from equity method investee
|
10,162
|
|
12,360
|
|
11,947
|
|
8,429
|
|
|
|
67
|
|
4,451
|
|
||||||
Gain (loss) on sale of property, plant, and equipment, net
|
4,267
|
|
(2,107
|
)
|
(21,274
|
)
|
(624
|
)
|
|
|
122
|
|
2,030
|
|
||||||
Other operating income, net
|
5,256
|
|
7,304
|
|
10,303
|
|
1,716
|
|
|
|
696
|
|
5,072
|
|
||||||
|
(194,528
|
)
|
(250,697
|
)
|
(217,341
|
)
|
(113,059
|
)
|
|
|
(16,763
|
)
|
(78,567
|
)
|
||||||
Income from operations
|
51,041
|
|
2,411
|
|
63,113
|
|
(22,507
|
)
|
|
|
(2,404
|
)
|
12,171
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(78,337
|
)
|
(59,408
|
)
|
(125,048
|
)
|
(45,953
|
)
|
|
|
(82
|
)
|
—
|
|
||||||
Change in tax receivable agreement liability
|
—
|
|
46,180
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
||||||
Other income (expense), net
|
6,016
|
|
(31,915
|
)
|
(847
|
)
|
(326
|
)
|
|
|
(28
|
)
|
(88
|
)
|
||||||
Income (loss) before income taxes
|
(21,280
|
)
|
(42,732
|
)
|
(62,782
|
)
|
(68,786
|
)
|
|
|
(2,514
|
)
|
12,083
|
|
||||||
Income tax (expense) benefit
|
(3,085
|
)
|
40,672
|
|
51,692
|
|
(5,392
|
)
|
|
|
742
|
|
(2,660
|
)
|
||||||
Income (loss) from continuing operations
|
(24,365
|
)
|
(2,060
|
)
|
(11,090
|
)
|
(74,178
|
)
|
|
|
(1,772
|
)
|
9,423
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Discontinued operations, net of tax
|
$
|
—
|
|
$
|
—
|
|
$
|
3,484
|
|
$
|
(8,608
|
)
|
|
|
$
|
(3,984
|
)
|
$
|
(575
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (loss)
|
$
|
(24,365
|
)
|
$
|
(2,060
|
)
|
$
|
(7,606
|
)
|
$
|
(82,786
|
)
|
|
|
$
|
(5,756
|
)
|
$
|
8,848
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted Earnings (loss) Per Share:
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
$
|
(0.38
|
)
|
$
|
(0.03
|
)
|
$
|
(0.23
|
)
|
$
|
(1.63
|
)
|
|
|
|
|
||||
Discontinued operations
|
$
|
—
|
|
$
|
—
|
|
$
|
0.07
|
|
$
|
(0.19
|
)
|
|
|
|
|
||||
Net loss
|
$
|
(0.38
|
)
|
$
|
(0.03
|
)
|
$
|
(0.16
|
)
|
$
|
(1.82
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
27,196
|
|
$
|
42,334
|
|
$
|
76,925
|
|
$
|
121,417
|
|
|
|
$
|
(48,224
|
)
|
$
|
25,918
|
|
Net cash provided by (used in) investing activities
|
(51,052
|
)
|
(66,023
|
)
|
(1,062,447
|
)
|
(898,039
|
)
|
|
|
(2,762
|
)
|
(1,901
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(43,451
|
)
|
86,250
|
|
981,728
|
|
822,580
|
|
|
|
60,907
|
|
(23,990
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
35,793
|
|
$
|
104,534
|
|
$
|
40,024
|
|
$
|
26,027
|
|
|
|
|
$
|
41
|
|
||
Property, plant & equipment, net
|
492,167
|
|
412,572
|
|
452,914
|
|
315,859
|
|
|
|
|
288,433
|
|
|||||||
Total assets
|
1,793,252
|
|
1,811,238
|
|
1,824,786
|
|
938,875
|
|
|
|
|
846,168
|
|
|||||||
Total debt
|
1,188,605
|
|
1,193,787
|
|
1,096,047
|
|
705,829
|
|
|
|
|
—
|
|
|||||||
Shareholders equity
|
108,222
|
|
132,491
|
|
132,917
|
|
52,315
|
|
|
|
|
657,473
|
|
|
|
|
•
|
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, or DIP, in the United States and concrete pressure pipe in Eastern Canada.
|
•
|
Corporate and Other - Corporate, general and administrative expenses not allocated to our revenue-generating segments such as certain shared services, executive and other administrative functions.
|
|
|
|
|
|
Purchase Price
|
||
Acquisitions:
|
|
(in millions)
|
||
2017
|
|
|
||
Royal Enterprises America, Inc.
|
|
$
|
35.5
|
|
2016
|
|
|
||
Sherman-Dixie Concrete Industries
|
|
66.8
|
|
|
USP Holdings, Inc.
|
|
778.7
|
|
|
Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc.
|
|
31.9
|
|
|
J&G Concrete Operations, LLC
|
|
32.4
|
|
|
Precast Concepts, LLC
|
|
99.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Income Data:
|
Year ended
December 31, 2018 |
|
Year ended
December 31, 2017 |
|
% Change
|
||||
|
|
|
|
|
|
||||
Net sales
|
$
|
1,479,712
|
|
|
$
|
1,580,413
|
|
|
(6.4)%
|
Cost of goods sold
|
1,234,143
|
|
|
1,327,305
|
|
|
(7.0)%
|
||
Gross profit
|
245,569
|
|
|
253,108
|
|
|
(3.0)%
|
||
Selling, general and administrative expenses
|
(209,877
|
)
|
|
(255,034
|
)
|
|
(17.7)%
|
||
Impairment and exit charges
|
(4,336
|
)
|
|
(13,220
|
)
|
|
(67.2)%
|
||
Earnings from equity method investee
|
10,162
|
|
|
12,360
|
|
|
(17.8)%
|
||
Gain (loss) on sale of property, plant and equipment, net
|
4,267
|
|
|
(2,107
|
)
|
|
*
|
||
Other operating income
|
5,256
|
|
|
7,304
|
|
|
(28.0)%
|
||
|
(194,528
|
)
|
|
(250,697
|
)
|
|
(22.4)%
|
||
Income from operations
|
51,041
|
|
|
2,411
|
|
|
*
|
||
Other income (expenses)
|
|
|
|
|
|
||||
Interest expense
|
(78,337
|
)
|
|
(59,408
|
)
|
|
31.9%
|
||
Change in tax receivable agreement liability
|
—
|
|
|
46,180
|
|
|
(100.0)%
|
||
Other income (expense), net
|
6,016
|
|
|
(31,915
|
)
|
|
*
|
||
Loss before income taxes
|
(21,280
|
)
|
|
(42,732
|
)
|
|
(50.2)%
|
||
Income tax (expense) benefit
|
(3,085
|
)
|
|
40,672
|
|
|
*
|
||
Net loss
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
*
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
For the year ended December 31,
|
|
|
|||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
Net sales:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
$
|
811,477
|
|
|
$
|
834,810
|
|
|
(2.8
|
)%
|
Water Pipe & Products
|
668,235
|
|
|
745,555
|
|
|
(10.4
|
)%
|
||
Corporate and Other
|
—
|
|
|
48
|
|
|
(100.0
|
)%
|
||
Total
|
$
|
1,479,712
|
|
|
$
|
1,580,413
|
|
|
(6.4
|
)%
|
|
|
|
|
|
|
|
||||
Gross profit (loss):
|
|
|
|
|
|
|
||||
Drainage Pipe & Products
|
174,786
|
|
|
147,741
|
|
|
18.3
|
%
|
||
Water Pipe & Products
|
71,471
|
|
|
108,320
|
|
|
(34.0
|
)%
|
||
Corporate and Other
|
(688
|
)
|
|
(2,953
|
)
|
|
(76.7
|
)%
|
||
Total
|
$
|
245,569
|
|
|
$
|
253,108
|
|
|
(3.0
|
)%
|
|
|
|
|
|
|
|
||||
Segment EBITDA
(1)
:
|
|
|
|
|
|
|
||||
Drainage Pipe & Products
|
156,735
|
|
|
129,618
|
|
|
20.9
|
%
|
||
Water Pipe & Products
(2)
|
64,547
|
|
|
47,587
|
|
|
35.6
|
%
|
||
Corporate and Other
|
(58,802
|
)
|
|
(44,870
|
)
|
|
31.0
|
%
|
(1)
|
For purposes of evaluating segment performance, the Company's chief operating decision maker reviews earnings before interest, taxes, depreciation and amortization, or EBITDA, as a basis for making the decisions to allocate resources and assess performance. Our discussion below includes the primary drivers of EBITDA. See
Note 20 to our consolidated financial statements,
for segment EBITDA reconciliation to income (loss) before income taxes.
|
(2)
|
For the 2017 period, segment EBITDA included a $32.3 million loss as a result of the U.S. Pressure Pipe Divestiture in July 2017.
|
|
|
|
Statements of Income Data:
|
Year ended
December 31, 2017 |
|
Year ended
December 31, 2016 |
|
% Change
|
|||||
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,580,413
|
|
|
$
|
1,363,962
|
|
|
15.9
|
%
|
Cost of goods sold
|
1,327,305
|
|
|
1,083,508
|
|
|
22.5
|
%
|
||
Gross profit
|
253,108
|
|
|
280,454
|
|
|
(9.8
|
)%
|
||
Selling, general and administrative expenses
|
(255,034
|
)
|
|
(216,099
|
)
|
|
18.0
|
%
|
||
Impairment and exit charges
|
(13,220
|
)
|
|
(2,218
|
)
|
|
*
|
|||
Earnings from equity method investee
|
12,360
|
|
|
11,947
|
|
|
3.5
|
%
|
||
Loss on sale of property, plant and equipment, net
|
(2,107
|
)
|
|
(21,274
|
)
|
|
(90.1
|
)%
|
||
Other operating income
|
7,304
|
|
|
10,303
|
|
|
(29.1
|
)%
|
||
|
(250,697
|
)
|
|
(217,341
|
)
|
|
15.3
|
%
|
||
Income from operations
|
2,411
|
|
|
63,113
|
|
|
(96.2
|
)%
|
||
Other income (expenses)
|
|
|
|
|
|
|||||
Interest expense
|
(59,408
|
)
|
|
(125,048
|
)
|
|
(52.5
|
)%
|
||
Change in tax receivable agreement liability
|
46,180
|
|
|
—
|
|
|
*
|
|||
Other expense, net
|
(31,915
|
)
|
|
(847
|
)
|
|
*
|
|||
Loss before income taxes
|
(42,732
|
)
|
|
(62,782
|
)
|
|
(31.9
|
)%
|
||
Income tax benefit
|
40,672
|
|
|
51,692
|
|
|
(21.3
|
)%
|
||
Loss from continuing operations
|
(2,060
|
)
|
|
$
|
(11,090
|
)
|
|
(81.4
|
)%
|
|
Discontinued operations, net of tax
|
—
|
|
|
$
|
3,484
|
|
|
(100.0
|
)%
|
|
Net loss
|
$
|
(2,060
|
)
|
|
$
|
(7,606
|
)
|
|
(72.9
|
)%
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
For the year ended December 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
Net sales:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
$
|
834,810
|
|
|
$
|
728,872
|
|
|
14.5
|
%
|
Water Pipe & Products
|
745,555
|
|
|
632,573
|
|
|
17.9
|
%
|
||
Corporate and Other
|
48
|
|
|
2,517
|
|
|
(98.1
|
)%
|
||
Total
|
$
|
1,580,413
|
|
|
$
|
1,363,962
|
|
|
15.9
|
%
|
|
|
|
|
|
|
|||||
Gross profit (loss):
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
147,741
|
|
|
162,442
|
|
|
(9.0
|
)%
|
||
Water Pipe & Products
|
108,320
|
|
|
120,564
|
|
|
(10.2
|
)%
|
||
Corporate and Other
|
(2,953
|
)
|
|
(2,552
|
)
|
|
15.7
|
%
|
||
Total
|
$
|
253,108
|
|
|
$
|
280,454
|
|
|
(9.8
|
)%
|
|
|
|
|
|
|
|||||
Segment EBITDA
(1)
:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
129,618
|
|
|
138,274
|
|
|
(6.3
|
)%
|
||
Water Pipe & Products
(2)
|
47,587
|
|
|
98,641
|
|
|
(51.8
|
)%
|
||
Corporate and Other
|
(44,870
|
)
|
|
(81,146
|
)
|
|
(44.7
|
)%
|
(1)
|
For purposes of evaluating segment performance, the Company's chief operating decision maker reviews earnings before interest, taxes, depreciation and amortization, or EBITDA, as a basis for making the decisions to allocate resources and assess performance. Our discussion below includes the primary drivers of EBITDA. See
Note 20, Segment Reporting,
for segment EBITDA reconciliation to income (loss) before income taxes.
|
(2)
|
For the 2017 period, segment EBITDA included a $32.3 million loss as a result of the U.S. Pressure Pipe Divestiture in July 2017.
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||||||
|
|
|
|
|
|
||||||
Statement of Cash Flows data:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
27,196
|
|
|
$
|
42,334
|
|
|
$
|
76,925
|
|
Net cash used in investing activities
|
(51,052
|
)
|
|
(66,023
|
)
|
|
(1,062,447
|
)
|
|||
Net cash (used in) provided by financing activities
|
(43,451
|
)
|
|
86,250
|
|
|
981,728
|
|
|
|
|
|
Payment Due by Period
|
|||||||||||||||||||
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|||||||
|
(In thousands)
|
|||||||||||||||||||
Senior term loan
|
1,222,857
|
|
|
12,510
|
|
|
12,510
|
|
|
12,510
|
|
|
12,510
|
|
|
1,172,817
|
|
|
0
|
|
Interest on indebtedness
(1)
|
321,790
|
|
|
68,146
|
|
|
67,631
|
|
|
66,745
|
|
|
66,045
|
|
|
53,223
|
|
|
0
|
|
Operating leases
|
166,741
|
|
|
11,603
|
|
|
10,490
|
|
|
8,547
|
|
|
8,480
|
|
|
9,435
|
|
|
118,186
|
|
Capital leases
|
753,502
|
|
|
16,669
|
|
|
16,807
|
|
|
16,968
|
|
|
17,218
|
|
|
17,433
|
|
|
668,407
|
|
Total Commitments
|
2,464,890
|
|
|
108,928
|
|
|
107,438
|
|
|
104,770
|
|
|
104,253
|
|
|
1,252,908
|
|
|
786,593
|
|
(1)
|
The interest rate on the Senior term loan is 5.52%.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Shareholders' Equity
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Consolidated Notes to Financial Statements
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
||||||||
Net sales
|
$
|
1,479,712
|
|
|
$
|
1,580,413
|
|
|
$
|
1,363,962
|
|
Cost of goods sold
|
1,234,143
|
|
|
1,327,305
|
|
|
1,083,508
|
|
|||
Gross profit
|
245,569
|
|
|
253,108
|
|
|
280,454
|
|
|||
Selling, general & administrative expenses
|
(209,877
|
)
|
|
(255,034
|
)
|
|
(216,099
|
)
|
|||
Impairment and exit charges
|
(4,336
|
)
|
|
(13,220
|
)
|
|
(2,218
|
)
|
|||
Earnings from equity method investee
|
10,162
|
|
|
12,360
|
|
|
11,947
|
|
|||
Gain (loss) on sale of property, plant, and equipment, net
|
4,267
|
|
|
(2,107
|
)
|
|
(21,274
|
)
|
|||
Other operating income, net
|
5,256
|
|
|
7,304
|
|
|
10,303
|
|
|||
|
(194,528
|
)
|
|
(250,697
|
)
|
|
(217,341
|
)
|
|||
Income from operations
|
51,041
|
|
|
2,411
|
|
|
63,113
|
|
|||
|
|
|
|
|
|
||||||
Other income (expenses)
|
|
|
|
|
|
||||||
Interest expense
|
(78,337
|
)
|
|
(59,408
|
)
|
|
(125,048
|
)
|
|||
Change in tax receivable agreement liability
|
—
|
|
|
46,180
|
|
|
—
|
|
|||
Other income (expense), net
|
6,016
|
|
|
(31,915
|
)
|
|
(847
|
)
|
|||
Loss before income taxes
|
(21,280
|
)
|
|
(42,732
|
)
|
|
(62,782
|
)
|
|||
Income tax (expense) benefit
|
(3,085
|
)
|
|
40,672
|
|
|
51,692
|
|
|||
Loss from continuing operations
|
(24,365
|
)
|
|
(2,060
|
)
|
|
(11,090
|
)
|
|||
|
|
|
|
|
|
||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3,484
|
|
|||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
(7,606
|
)
|
|
|
|
|
|
|
||||||
Basic and Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.23
|
)
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net loss
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
||||||
Basic and Diluted
|
63,904
|
|
|
63,801
|
|
|
49,053
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
(7,606
|
)
|
Unrealized gain (loss) on derivative activities, net of tax
|
970
|
|
|
(3,548
|
)
|
|
215
|
|
|||
Foreign currency translation adjustment
|
(5,782
|
)
|
|
3,475
|
|
|
(472
|
)
|
|||
Comprehensive loss
|
$
|
(29,177
|
)
|
|
$
|
(2,133
|
)
|
|
$
|
(7,863
|
)
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,793
|
|
|
$
|
104,534
|
|
Receivables, net
|
198,468
|
|
|
192,654
|
|
||
Inventories
|
285,030
|
|
|
236,655
|
|
||
Prepaid expenses
|
7,289
|
|
|
5,381
|
|
||
Other current assets
|
17,509
|
|
|
27,059
|
|
||
Current assets held for sale
|
—
|
|
|
12,242
|
|
||
Total current assets
|
544,089
|
|
|
578,525
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment, net
|
492,167
|
|
|
412,572
|
|
||
Goodwill
|
508,193
|
|
|
496,141
|
|
||
Intangible assets, net
|
183,789
|
|
|
225,304
|
|
||
Investment in equity method investee
|
50,607
|
|
|
54,445
|
|
||
Other long-term assets
|
14,407
|
|
|
18,866
|
|
||
Non-current assets held for sale
|
—
|
|
|
25,385
|
|
||
Total assets
|
$
|
1,793,252
|
|
|
$
|
1,811,238
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Trade payables
|
$
|
114,708
|
|
|
$
|
108,560
|
|
Accrued liabilities
|
70,236
|
|
|
72,782
|
|
||
Deferred revenue
|
9,138
|
|
|
9,029
|
|
||
Current portion of long-term debt
|
12,510
|
|
|
12,510
|
|
||
Current portion of tax receivable agreement
|
15,457
|
|
|
34,601
|
|
||
Current liabilities held for sale
|
—
|
|
|
4,615
|
|
||
Total current liabilities
|
222,049
|
|
|
242,097
|
|
||
Non-current liabilities
|
|
|
|
||||
Long-term debt
|
1,176,095
|
|
|
1,181,277
|
|
||
Long-term capital leases
|
134,948
|
|
|
4,155
|
|
||
Deferred tax liabilities
|
46,615
|
|
|
67,481
|
|
||
Deferred gain on sale-leaseback
|
9,338
|
|
|
75,743
|
|
||
Other long-term liabilities
|
22,667
|
|
|
25,032
|
|
||
Long-term tax receivable agreement
|
73,318
|
|
|
82,962
|
|
||
Total liabilities
|
1,685,030
|
|
|
1,678,747
|
|
||
Commitments and Contingencies (Note 15)
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
||
Common stock, $0.001 par value. 190,000 shares authorized; 64,206 and 64,231 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
|
18
|
|
|
18
|
|
||
Additional paid-in-capital
|
234,931
|
|
|
230,023
|
|
||
Accumulated other comprehensive loss
|
(10,740
|
)
|
|
(5,098
|
)
|
||
Retained deficit
|
(115,987
|
)
|
|
(92,452
|
)
|
||
Total shareholders' equity
|
108,222
|
|
|
132,491
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,793,252
|
|
|
$
|
1,811,238
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-in-Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Deficit
|
|
Total Shareholders' Equity
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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 at Reorganization
|
|
45,369,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock at IPO
|
|
18,420,000
|
|
|
18
|
|
|
303,787
|
|
|
—
|
|
|
—
|
|
|
303,805
|
|
|||||
Stock-based plan activity
|
|
134,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of tax receivable agreement, net of tax
|
|
—
|
|
|
—
|
|
|
(142,349
|
)
|
|
—
|
|
|
—
|
|
|
(142,349
|
)
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,606
|
)
|
|
(7,606
|
)
|
|||||
Gains on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|
—
|
|
|
(472
|
)
|
|||||
Balance at December 31, 2016
|
|
63,924,124
|
|
|
$
|
18
|
|
|
$
|
228,316
|
|
|
$
|
(5,025
|
)
|
|
$
|
(90,392
|
)
|
|
$
|
132,917
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
3,696
|
|
|
—
|
|
|
—
|
|
|
3,696
|
|
|||||
Stock-based plan activity
|
|
306,764
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,060
|
)
|
|
(2,060
|
)
|
|||||
Loss on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,548
|
)
|
|
—
|
|
|
(3,548
|
)
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,475
|
|
|
—
|
|
|
3,475
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(1,952
|
)
|
|
—
|
|
|
—
|
|
|
(1,952
|
)
|
|||||
Balance at December 31, 2017
|
|
64,230,888
|
|
|
$
|
18
|
|
|
$
|
230,023
|
|
|
$
|
(5,098
|
)
|
|
$
|
(92,452
|
)
|
|
$
|
132,491
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
6,240
|
|
|
—
|
|
|
—
|
|
|
6,240
|
|
|||||
Stock-based plan activity
|
|
(25,284
|
)
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,365
|
)
|
|
(24,365
|
)
|
|||||
Gain on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
970
|
|
|||||
Reclassification due to the adoption of ASU 2018-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
830
|
|
|
—
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,782
|
)
|
|
—
|
|
|
(5,782
|
)
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
(1,206
|
)
|
|
—
|
|
|
—
|
|
|
(1,206
|
)
|
|||||
Balance at December 31, 2018
|
|
64,205,604
|
|
|
$
|
18
|
|
|
$
|
234,931
|
|
|
$
|
(10,740
|
)
|
|
$
|
(115,987
|
)
|
|
$
|
108,222
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
(7,606
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|||||||||||
Depreciation & amortization expense
|
105,423
|
|
|
115,659
|
|
|
99,873
|
|
|||
(Gain) / loss on business divestiture
|
(6,016
|
)
|
|
32,278
|
|
|
—
|
|
|||
(Gain) / loss on disposal of property, plant and equipment
|
(4,266
|
)
|
|
2,107
|
|
|
21,267
|
|
|||
Amortization of debt discount and issuance costs
|
8,143
|
|
|
8,123
|
|
|
8,244
|
|
|||
Stock-based compensation expense
|
6,240
|
|
|
3,696
|
|
|
252
|
|
|||
Impairment on property, plant, and equipment and goodwill
|
956
|
|
|
10,551
|
|
|
—
|
|
|||
Write-off of debt discount and issuance costs
|
—
|
|
|
—
|
|
|
22,385
|
|
|||
Earnings from equity method investee
|
(10,162
|
)
|
|
(12,360
|
)
|
|
(11,947
|
)
|
|||
Distributions from equity method investee
|
13,141
|
|
|
13,717
|
|
|
13,293
|
|
|||
Unrealized (gain) loss on derivative instruments, net
|
(1,408
|
)
|
|
(5,251
|
)
|
|
2,945
|
|
|||
Unrealized foreign currency gains, net
|
(527
|
)
|
|
(615
|
)
|
|
(5,485
|
)
|
|||
Provision (recoveries) for doubtful accounts
|
(1,224
|
)
|
|
2,947
|
|
|
(1,864
|
)
|
|||
Deferred income taxes
|
(20,768
|
)
|
|
(25,496
|
)
|
|
(67,619
|
)
|
|||
Tax receivable agreement non-cash items
|
—
|
|
|
(46,180
|
)
|
|
—
|
|
|||
Deferred rent
|
1,373
|
|
|
2,616
|
|
|
1,371
|
|
|||
Other non-cash items
|
83
|
|
|
196
|
|
|
1,012
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables, net
|
(2,466
|
)
|
|
(16,831
|
)
|
|
16,852
|
|
|||
Inventories
|
(45,313
|
)
|
|
1,838
|
|
|
14,916
|
|
|||
Other current assets
|
8,657
|
|
|
(24,003
|
)
|
|
(6,705
|
)
|
|||
Accounts payable and accrued liabilities
|
(4,548
|
)
|
|
(19,424
|
)
|
|
(27,655
|
)
|
|||
Other assets & liabilities
|
4,243
|
|
|
826
|
|
|
3,396
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
27,196
|
|
|
42,334
|
|
|
76,925
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment, and intangible assets
|
(50,609
|
)
|
|
(52,514
|
)
|
|
(54,289
|
)
|
|||
Proceeds from business divestiture
|
618
|
|
|
23,200
|
|
|
—
|
|
|||
Proceeds from sale of fixed assets
|
8,429
|
|
|
—
|
|
|
—
|
|
|||
Settlement of net investment hedges
|
(4,990
|
)
|
|
—
|
|
|
—
|
|
|||
Assets and liabilities acquired, business combinations, net
|
(4,500
|
)
|
|
(36,709
|
)
|
|
(1,008,158
|
)
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(51,052
|
)
|
|
(66,023
|
)
|
|
(1,062,447
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from sale-leaseback
|
—
|
|
|
—
|
|
|
216,280
|
|
|||
Payments of debt issuance costs
|
—
|
|
|
(2,498
|
)
|
|
(20,036
|
)
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
—
|
|
|
303,805
|
|
|||
Payments on senior and junior term loans
|
(12,510
|
)
|
|
(12,008
|
)
|
|
(1,300,536
|
)
|
|||
Proceeds from senior and junior term loans, net
|
—
|
|
|
200,000
|
|
|
1,593,150
|
|
|||
Proceeds from revolver
|
—
|
|
|
194,000
|
|
|
398,611
|
|
|||
Payments on revolver
|
—
|
|
|
(293,000
|
)
|
|
(248,173
|
)
|
|||
Proceeds from settlement of derivatives
|
—
|
|
|
—
|
|
|
6,546
|
|
|||
Payment pursuant to tax receivable agreement
|
(30,407
|
)
|
|
—
|
|
|
—
|
|
|||
Capital contribution from parent
|
—
|
|
|
—
|
|
|
402,127
|
|
|||
Payments for return of contributed capital
|
—
|
|
|
—
|
|
|
(363,582
|
)
|
|||
Other financing activities
|
(534
|
)
|
|
(244
|
)
|
|
(6,464
|
)
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(43,451
|
)
|
|
86,250
|
|
|
981,728
|
|
|||
Effect of exchange rate changes on cash
|
(1,434
|
)
|
|
1,949
|
|
|
228
|
|
|||
Net change in cash and cash equivalents
|
(68,741
|
)
|
|
64,510
|
|
|
(3,566
|
)
|
|||
Cash and cash equivalents, beginning of period
|
104,534
|
|
|
40,024
|
|
|
43,590
|
|
|||
Cash and cash equivalents, end of period
|
$
|
35,793
|
|
|
$
|
104,534
|
|
|
$
|
40,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net working capital
|
$
|
10,984
|
|
Property, plant and equipment
|
9,221
|
|
|
Customer relationship intangible
|
2,100
|
|
|
Non-compete agreement intangible
|
5,600
|
|
|
Other intangibles
|
290
|
|
|
Net identifiable assets acquired
|
28,195
|
|
|
Goodwill
|
8,996
|
|
|
Consideration transferred
|
$
|
37,191
|
|
•
|
Sherman-Dixie Acquisition -
On January 29, 2016, Forterra acquired substantially all the stock of Sherman-Dixie Concrete Industries, Inc. ("Sherman-Dixie") for aggregate consideration of
$66.8 million
, or the Sherman-Dixie Acquisition. Sherman-Dixie was a manufacturer of precast concrete structures operating in Kentucky, Tennessee, Alabama and Indiana
and now operates as part of the Company's Drainage Pipe & Products 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
, or
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 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
$31.9 million
, or 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, or J&G for aggregate consideration of
$32.4 million
, inclusive of customary working capital adjustments, or the J&G Acquisition. J&G manufactured concrete pipe, box culverts and special fittings in North Texas. The J&G Acquisition was financed with borrowings on the 2015 Revolver.
|
•
|
Precast Concepts Acquisition
- On October 14, 2016, Forterra acquired the business of Precast Concepts, for aggregate consideration of
$99.6 million
, inclusive of customary working capital adjustments, or the Precast Concepts Acquisition. Precast Concepts manufactured 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.
|
|
|
|
•
|
Royal Acquisition -
On February 3, 2017, Forterra acquired the assets of Royal Enterprises America, Inc. ("Royal") for aggregate consideration of
$35.5 million
in cash, including customary working capital adjustments. Royal manufactured
concrete drainage pipe, precast concrete products, storm water treatment technologies and erosion control products serving the greater Minneapolis market
. The acquisition was financed with borrowings on the 2016 Revolver.
|
|
|
2016
|
|
2017
|
||||||||||||||||
|
|
Sherman-Dixie
|
U.S. Pipe
|
Bio Clean
|
J&G
|
Precast Concepts
|
|
Royal
|
||||||||||||
Net working capital
|
|
$
|
14,279
|
|
$
|
145,650
|
|
$
|
2,546
|
|
$
|
2,657
|
|
$
|
14,993
|
|
|
$
|
2,994
|
|
Property, plant and equipment, net
|
|
29,163
|
|
246,241
|
|
162
|
|
9,346
|
|
15,895
|
|
|
12,335
|
|
||||||
Customer relationship intangible
|
|
5,073
|
|
179,491
|
|
3,470
|
|
4,156
|
|
15,707
|
|
|
1,676
|
|
||||||
Non-compete agreement intangible
|
|
2,459
|
|
—
|
|
105
|
|
1,015
|
|
2,562
|
|
|
866
|
|
||||||
Trade names
|
|
138
|
|
37,388
|
|
1,065
|
|
—
|
|
29
|
|
|
308
|
|
||||||
Customer backlog intangible
|
|
843
|
|
—
|
|
—
|
|
780
|
|
2,213
|
|
|
63
|
|
||||||
Patents
|
|
—
|
|
13,093
|
|
10,464
|
|
—
|
|
—
|
|
|
72
|
|
||||||
In process R&D
|
|
—
|
|
—
|
|
6,692
|
|
—
|
|
—
|
|
|
—
|
|
||||||
Other intangibles
|
|
—
|
|
7,659
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||
Other assets and liabilities
|
|
—
|
|
(11,745
|
)
|
—
|
|
—
|
|
—
|
|
|
(726
|
)
|
||||||
Deferred tax liabilities
|
|
(11,462
|
)
|
(157,427
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||
Net identifiable assets acquired
|
|
40,493
|
|
460,350
|
|
24,504
|
|
17,954
|
|
51,399
|
|
|
17,588
|
|
||||||
Goodwill
|
|
26,257
|
|
318,360
|
|
7,434
|
|
14,494
|
|
48,204
|
|
|
17,903
|
|
||||||
Cash consideration transferred
|
|
$
|
66,750
|
|
$
|
778,710
|
|
$
|
31,938
|
|
$
|
32,448
|
|
$
|
99,603
|
|
|
$
|
35,491
|
|
|
|
|
|
|
Year ended December 31,
|
||
|
|
2016
|
||
Revenues
|
|
$
|
117,206
|
|
Cost of goods sold
|
|
98,043
|
|
|
Gross profit
|
|
19,163
|
|
|
Selling, general and administrative
|
|
(14,186
|
)
|
|
Other income and expense items
|
|
(785
|
)
|
|
Pretax income (loss) on discontinued operations
|
|
4,192
|
|
|
Income tax expense
|
|
(708
|
)
|
|
Discontinued operations, net of tax
|
|
$
|
3,484
|
|
|
|
Year ended December 31,
|
||
|
|
2016
|
||
Depreciation and amortization
|
|
$
|
6,370
|
|
Capital expenditures
|
|
$
|
8,251
|
|
|
|
|
|
|
December 31,
|
||
|
|
2017
|
||
Receivables, net
|
|
$
|
4,839
|
|
Inventories
|
|
7,403
|
|
|
Current assets held for sale
|
|
12,242
|
|
|
Property, plant and equipment, net
|
|
12,022
|
|
|
Goodwill
|
|
8,736
|
|
|
Intangible assets, net
|
|
4,627
|
|
|
Non-current assets held for sale
|
|
25,385
|
|
|
Total assets of disposal group classified as held for sale
|
|
$
|
37,627
|
|
|
|
|
||
Trade payables
|
|
$
|
4,286
|
|
Accrued liabilities
|
|
153
|
|
|
Deferred revenue
|
|
176
|
|
|
Current liabilities held for sale
|
|
4,615
|
|
|
Total liabilities of disposal group classified as held for sale
|
|
$
|
4,615
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Trade receivables
|
$
|
188,999
|
|
|
$
|
190,143
|
|
Amounts billed, but not yet paid under retainage provisions
|
2,065
|
|
|
1,091
|
|
||
Other receivables
|
9,545
|
|
|
5,453
|
|
||
Total receivables
|
$
|
200,609
|
|
|
$
|
196,687
|
|
Less: Allowance for doubtful accounts
|
(2,141
|
)
|
|
(4,033
|
)
|
||
Receivables, net
|
$
|
198,468
|
|
|
$
|
192,654
|
|
|
|
Allowance for doubtful accounts
|
||
Balance at December 31, 2016
|
|
$
|
(898
|
)
|
Provisions for doubtful accounts
|
|
(2,947
|
)
|
|
Write-offs and adjustments
|
|
(188
|
)
|
|
Balance at December 31, 2017
|
|
$
|
(4,033
|
)
|
Recovery on doubtful accounts
|
|
1,224
|
|
|
Write-offs and adjustments
|
|
668
|
|
|
Balance at December 31, 2018
|
|
$
|
(2,141
|
)
|
|
|
|
|
Year ended December 31,
|
|||||||||
|
2018
|
|
2017
|
|
2016
|
|||||
Distribution received from CP&P
|
$
|
(13,141
|
)
|
|
$
|
(13,717
|
)
|
|
(13,293
|
)
|
Share of earnings in CP&P
|
10,234
|
|
|
12,432
|
|
|
12,019
|
|
||
Amortization of excess fair value of investment
|
(72
|
)
|
|
(72
|
)
|
|
(72
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Machinery and equipment
|
$
|
373,881
|
|
|
$
|
343,827
|
|
Land, buildings and improvements
|
235,819
|
|
|
144,273
|
|
||
Other equipment
|
6,962
|
|
|
5,141
|
|
||
Construction-in-progress
|
32,448
|
|
|
30,295
|
|
||
Total property, plant and equipment
|
649,110
|
|
|
523,536
|
|
||
Less: accumulated depreciation
|
(156,943
|
)
|
|
(110,964
|
)
|
||
Property, plant and equipment, net
|
$
|
492,167
|
|
|
$
|
412,572
|
|
|
|
|
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
168,866
|
|
|
$
|
322,581
|
|
|
$
|
491,447
|
|
Acquisitions
|
17,903
|
|
|
—
|
|
|
17,903
|
|
|||
Assets held for sale
|
(8,736
|
)
|
|
—
|
|
|
(8,736
|
)
|
|||
Impairment
|
—
|
|
|
(3,003
|
)
|
|
(3,003
|
)
|
|||
Foreign currency and other adjustments
|
1,690
|
|
|
(3,160
|
)
|
|
(1,470
|
)
|
|||
Balance at December 31, 2017
|
179,723
|
|
|
316,418
|
|
|
496,141
|
|
|||
Acquisitions
|
9,951
|
|
|
—
|
|
|
9,951
|
|
|||
Foreign currency and other adjustments
|
159
|
|
|
1,942
|
|
|
2,101
|
|
|||
Balance at December 31, 2018
|
$
|
189,833
|
|
|
$
|
318,360
|
|
|
$
|
508,193
|
|
|
|
|
|
Weighted average amortization period (in years)
|
|
Gross carrying amount as of December 31, 2018
|
|
Accumulated amortization
|
|
Net carrying value as of December 31, 2018
|
||||||
Customer relationships
|
10
|
|
$
|
231,056
|
|
|
$
|
(99,583
|
)
|
|
$
|
131,473
|
|
Trade names
|
10
|
|
39,390
|
|
|
(14,867
|
)
|
|
24,523
|
|
|||
Patents
|
11
|
|
23,629
|
|
|
(12,325
|
)
|
|
11,304
|
|
|||
Customer backlog
|
0.8
|
|
13,206
|
|
|
(13,206
|
)
|
|
0
|
|
|||
Non-compete agreements
|
5
|
|
15,618
|
|
|
(6,044
|
)
|
|
9,574
|
|
|||
In-Process R&D
|
Indefinite-lived
|
|
6,354
|
|
|
—
|
|
|
6,354
|
|
|||
Other
|
10
|
|
867
|
|
|
(306
|
)
|
|
561
|
|
|||
Total intangible assets
|
|
|
$
|
330,120
|
|
|
$
|
(146,331
|
)
|
|
$
|
183,789
|
|
|
Weighted average amortization period (in years)
|
|
Gross carrying amount as of December 31, 2017
|
|
Accumulated amortization
|
|
Net carrying value as of December 31, 2017
|
||||||
Customer relationships
|
10
|
|
$
|
229,294
|
|
|
$
|
(61,294
|
)
|
|
$
|
168,000
|
|
Trade names
|
10
|
|
39,528
|
|
|
(9,896
|
)
|
|
29,632
|
|
|||
Patents
|
11
|
|
23,629
|
|
|
(7,900
|
)
|
|
15,729
|
|
|||
Customer backlog
|
0.8
|
|
13,726
|
|
|
(13,322
|
)
|
|
404
|
|
|||
Non-compete agreements
|
5
|
|
8,325
|
|
|
(3,782
|
)
|
|
4,543
|
|
|||
In-Process R&D
|
Indefinite-lived
|
|
6,354
|
|
|
—
|
|
|
6,354
|
|
|||
Other
|
10
|
|
867
|
|
|
(225
|
)
|
|
642
|
|
|||
Total intangible assets
|
|
|
$
|
321,723
|
|
|
$
|
(96,419
|
)
|
|
$
|
225,304
|
|
Year ended
|
|
Intangible assets subject to amortization
|
||
2019
|
|
$
|
46,079
|
|
2020
|
|
39,734
|
|
|
2021
|
|
31,657
|
|
|
2022
|
|
22,428
|
|
|
2023
|
|
16,036
|
|
|
Total
|
|
$
|
155,934
|
|
|
|
|
|
Fair value measurements at December 31, 2018 using
|
|
||||||||||
|
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, 2018
|
||||||||
Recurring:
|
|
|
|
|
||||||||
Non-current assets
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
$
|
6,659
|
|
$
|
—
|
|
$
|
6,659
|
|
|
|
|
|
|
||||||||
|
Fair value measurements at December 31, 2017 using
|
|
||||||||||
|
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, 2017
|
||||||||
Recurring:
|
|
|
|
|
||||||||
Non-current assets
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
$
|
5,251
|
|
$
|
—
|
|
$
|
5,251
|
|
Current liabilities
|
|
|
|
|
||||||||
Derivative liability
|
—
|
|
6,286
|
|
—
|
|
6,286
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Accrued payroll and employee benefits
|
$
|
31,095
|
|
|
$
|
26,597
|
|
Short-term capital leases
|
16,430
|
|
|
183
|
|
||
Accrued taxes
|
11,489
|
|
|
10,294
|
|
||
Accrued rebates
|
3,542
|
|
|
8,428
|
|
||
Short-term derivative liability
|
—
|
|
|
6,286
|
|
||
Warranty
|
3,251
|
|
|
5,038
|
|
||
Environmental obligation
|
570
|
|
|
446
|
|
||
Other miscellaneous accrued liabilities
|
3,859
|
|
|
15,510
|
|
||
Total accrued liabilities
|
$
|
70,236
|
|
|
$
|
72,782
|
|
|
|
|
|
December 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
2016 Senior Term Loan, net of debt issue costs and original issuance discount of
|
|
|
|
||||
$34,252 and $41,580, respectively
|
$
|
1,188,605
|
|
|
$
|
1,193,787
|
|
Total debt
|
$
|
1,188,605
|
|
|
$
|
1,193,787
|
|
Less: current portion debt
|
(12,510
|
)
|
|
(12,510
|
)
|
||
Total long-term debt
|
$
|
1,176,095
|
|
|
$
|
1,181,277
|
|
|
|
|
|
|
2016 Senior Term Loan
|
||
2019
|
|
$
|
12,510
|
|
2020
|
|
12,510
|
|
|
2021
|
|
12,510
|
|
|
2022
|
|
12,510
|
|
|
2023
|
|
1,172,817
|
|
|
|
|
$
|
1,222,857
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Workers' compensation
|
$
|
9,837
|
|
|
$
|
9,455
|
|
Deferred rent
|
4,259
|
|
|
8,242
|
|
||
Employee benefits
|
3,307
|
|
|
2,227
|
|
||
Insurance
|
1,550
|
|
|
1,335
|
|
||
Environmental remediation liability
|
1,001
|
|
|
1,162
|
|
||
Other miscellaneous long-term liabilities
|
2,713
|
|
|
2,611
|
|
||
|
$
|
22,667
|
|
|
$
|
25,032
|
|
|
|
|
|
December 31, 2018
|
||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Interest rate swaps
|
$
|
525,000
|
|
|
$
|
6,659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives, gross
|
|
|
6,659
|
|
|
|
|
—
|
|
||||||
Less: Legally enforceable master netting agreements
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Total derivatives, net
|
|
|
$
|
6,659
|
|
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,961
|
|
|
$
|
6,286
|
|
Interest rate swaps
|
525,000
|
|
|
5,251
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives, gross
|
|
|
5,251
|
|
|
|
|
|
6,286
|
|
|||||
Less: Legally enforceable master netting agreements
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Total derivatives, net
|
|
|
|
$
|
5,251
|
|
|
|
|
$
|
6,286
|
|
|
|
|
|
Year ended December 31,
|
Year ended December 31,
|
||||
|
2018
|
2017
|
||||
Net investment hedges
|
|
|
||||
Foreign exchange forward contracts
|
|
|
||||
Gain (loss) on derivatives recognized in Accumulated other comprehensive loss
|
$
|
970
|
|
$
|
(3,548
|
)
|
Derivatives not designated as hedges
|
|
|
||||
Interest rate swaps
|
|
|
||||
Gain on derivatives not designated as hedges included in interest expense
|
1,408
|
|
5,251
|
|
||
|
|
|
||||
Gain reclassified from Accumulated other comprehensive income into income:
|
|
|
||||
Other income (expense), net
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
2019
|
$
|
11,603
|
|
|
$
|
16,669
|
|
2020
|
10,490
|
|
|
16,807
|
|
||
2021
|
8,547
|
|
|
16,968
|
|
||
2022
|
8,480
|
|
|
17,218
|
|
||
2023
|
9,435
|
|
|
17,433
|
|
||
Thereafter
|
118,186
|
|
|
668,407
|
|
||
|
$
|
166,741
|
|
|
$
|
753,502
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Loss from continuing operations
|
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
(11,090
|
)
|
Discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
3,484
|
|
|||
Net loss
|
|
$
|
(24,365
|
)
|
|
$
|
(2,060
|
)
|
|
$
|
(7,606
|
)
|
|
|
|
|
|
|
|
||||||
Common stock:
|
|
|
|
|
|
|
||||||
Weighted average basic shares outstanding
|
|
63,904
|
|
|
63,801
|
|
|
49,053
|
|
|||
Effect of dilutive securities - stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average diluted shares outstanding
|
|
63,904
|
|
|
63,801
|
|
|
49,053
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.23
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net earnings (loss)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.23
|
)
|
Income (loss) from discontinued operations, net of taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net income (loss)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
|
|
|
|
2018
|
|
2017
|
||||
Expected dividends
|
|
—
|
%
|
|
—
|
%
|
||
Expected volatility
|
|
32.90
|
%
|
|
39.60
|
%
|
||
Risk-free interest rate
|
|
1.71
|
%
|
|
0.86
|
%
|
||
Expected lives in years
|
|
6
|
|
|
6
|
|
||
Weighted-average fair value of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
2.76
|
|
|
$
|
4.16
|
|
Weighted-average exercise price of options:
|
|
|
|
|
||||
Granted at fair value
|
|
$
|
7.92
|
|
|
$
|
10.76
|
|
|
|
|
|
|
Shares
|
Weighted Average Exercise Price
|
|
|
|
(in thousands)
|
|
|
Outstanding, December 31, 2016
|
|
357,840
|
|
$18.00
|
Granted
|
|
1,258,155
|
|
$10.76
|
Exercised
|
|
—
|
|
n/a
|
Forfeited
|
|
(361,566
|
)
|
$12.56
|
Outstanding, December 31, 2017
|
|
1,254,429
|
|
$12.31
|
Granted
|
|
2,189,216
|
|
$7.92
|
Exercised
|
|
—
|
|
n/a
|
Forfeited
|
|
(342,226
|
)
|
$12.53
|
Outstanding, December 31, 2018
|
|
3,101,419
|
|
$9.19
|
Options vested or expected to vest at year end
|
|
3,101,419
|
|
$9.19
|
Options exercisable at year end
|
|
410,804
|
|
$12.15
|
|
|
|
|
|
Shares
|
Weighted Average Grant Date Fair Value
|
|
|
|
(in thousands)
|
|
|
Unvested balance at December 31, 2016
|
|
134,650
|
|
$18.00
|
Grants
|
|
478,539
|
|
$12.93
|
Vested shares
|
|
(44,628
|
)
|
$18.03
|
Forfeitures
|
|
(127,211
|
)
|
$14.16
|
Unvested balance at December 31, 2017
|
|
441,350
|
|
$13.60
|
Grants
|
|
542,979
|
|
$7.98
|
Vested shares
|
|
(155,260
|
)
|
$13.11
|
Forfeitures
|
|
(84,706
|
)
|
$12.98
|
Unvested balance at December 31, 2018
|
|
744,363
|
|
$9.68
|
|
|
|
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||
|
2018
|
2017
|
2016
|
||||||
U.S. companies
|
$
|
(36,317
|
)
|
$
|
(54,690
|
)
|
$
|
(80,425
|
)
|
Foreign companies
|
15,037
|
|
11,958
|
|
17,643
|
|
|||
Loss from continuing operations before income taxes
|
$
|
(21,280
|
)
|
$
|
(42,732
|
)
|
$
|
(62,782
|
)
|
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||
|
2018
|
2017
|
2016
|
||||||
Current income tax
|
|
|
|
||||||
U.S. companies
|
$
|
(13,225
|
)
|
$
|
21,539
|
|
$
|
(5,265
|
)
|
State
|
(5,779
|
)
|
(1,479
|
)
|
(6,370
|
)
|
|||
Foreign companies
|
(4,849
|
)
|
(4,884
|
)
|
(7,599
|
)
|
|||
Total current tax (expense) benefit
|
(23,853
|
)
|
15,176
|
|
(19,234
|
)
|
|||
|
|
|
|
||||||
Deferred income tax
|
|
|
|
||||||
U.S. companies
|
17,273
|
|
26,866
|
|
59,084
|
|
|||
State
|
3,306
|
|
(1,658
|
)
|
9,326
|
|
|||
Foreign companies
|
189
|
|
288
|
|
2,516
|
|
|||
Total deferred tax benefit
|
20,768
|
|
25,496
|
|
70,926
|
|
|||
|
|
|
|
||||||
Income tax (expense) benefit
|
$
|
(3,085
|
)
|
$
|
40,672
|
|
$
|
51,692
|
|
|
|
|
|
Year ended December 31,
|
Year ended December 31,
|
Year ended December 31,
|
||||||
|
2018
|
2017
|
2016
|
||||||
Loss from continuing operations
|
$
|
(21,280
|
)
|
$
|
(42,732
|
)
|
$
|
(62,782
|
)
|
|
|
|
|
||||||
Income tax benefit at statutory rate of 21% and 35%
|
$
|
4,469
|
|
$
|
14,956
|
|
$
|
21,974
|
|
State income taxes, net of federal benefit
|
1,494
|
|
1,470
|
|
2,725
|
|
|||
Foreign rate differential
|
(568
|
)
|
1,586
|
|
1,746
|
|
|||
Non-deductible expenses
|
(891
|
)
|
(1,233
|
)
|
(3,428
|
)
|
|||
Change in valuation allowance
|
(6,601
|
)
|
(4,141
|
)
|
28,597
|
|
|||
Divestiture of assets
|
(1,559
|
)
|
—
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
(1,147
|
)
|
—
|
|
|||
Effect of TCJA
|
(1,397
|
)
|
26,932
|
|
—
|
|
|||
Tax credits
|
1,398
|
|
497
|
|
—
|
|
|||
Other
|
570
|
|
1,752
|
|
78
|
|
|||
Total income tax benefit (expense)
|
(3,085
|
)
|
$
|
40,672
|
|
$
|
51,692
|
|
|
|
|
|
December 31, 2018
|
December 31, 2017
|
||||
Deferred tax assets:
|
|
|
||||
Inventory
|
$
|
6,424
|
|
$
|
5,833
|
|
Reserves
|
3,093
|
|
3,326
|
|
||
Accrued liabilities
|
4,347
|
|
4,316
|
|
||
Net operating losses
|
3,243
|
|
4,580
|
|
||
Capitalized transaction costs
|
3,407
|
|
3,292
|
|
||
Capital leases
|
27,139
|
|
—
|
|
||
Deferred gain on sale leaseback
|
2,521
|
|
19,593
|
|
||
Derivatives
|
—
|
|
1,402
|
|
||
Tax receivable agreement
|
1,645
|
|
1,220
|
|
||
Other assets
|
3,890
|
|
3,871
|
|
||
Total deferred tax assets
|
55,709
|
|
47,433
|
|
||
Valuation allowance
|
(15,427
|
)
|
(8,818
|
)
|
||
Total deferred tax assets, net
|
$
|
40,282
|
|
$
|
38,615
|
|
Deferred tax liabilities:
|
|
|
||||
Fixed assets
|
$
|
(50,686
|
)
|
$
|
(58,300
|
)
|
Deferred financing costs
|
(8,631
|
)
|
(10,440
|
)
|
||
Intangible assets
|
(27,580
|
)
|
(37,356
|
)
|
||
Total deferred tax liabilities
|
$
|
(86,897
|
)
|
$
|
(106,096
|
)
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
(46,615
|
)
|
$
|
(67,481
|
)
|
|
Amount
|
Expiration Date
|
||
Federal net operating losses
|
$
|
—
|
|
—
|
State net operating losses
|
$
|
42,258
|
|
2020-2038
|
Foreign net operating losses
|
$
|
4,127
|
|
2035-2038
|
|
|
|
|
|
|
|
Year ended
December 31, |
|
Year ended
December 31,
|
|
Year ended
December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Drainage Pipe & Products
|
$
|
811,477
|
|
|
$
|
834,810
|
|
|
$
|
728,872
|
|
Water Pipe & Products
|
668,235
|
|
|
745,555
|
|
|
632,573
|
|
|||
Corporate and Other
|
—
|
|
|
48
|
|
|
2,517
|
|
|||
Total
|
$
|
1,479,712
|
|
|
$
|
1,580,413
|
|
|
$
|
1,363,962
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Drainage Pipe & Products
|
$
|
41,495
|
|
|
$
|
45,750
|
|
|
$
|
41,004
|
|
Water Pipe & Products
|
62,917
|
|
|
69,089
|
|
|
51,799
|
|
|||
Corporate and Other
|
1,011
|
|
|
820
|
|
|
700
|
|
|||
Total
|
$
|
105,423
|
|
|
$
|
115,659
|
|
|
$
|
93,503
|
|
|
|
|
|
|
|
||||||
Segment EBITDA and reconciliation to income (loss) before income taxes:
|
|
|
|
|
|
||||||
Drainage Pipe & Products
|
$
|
156,735
|
|
|
$
|
129,618
|
|
|
$
|
138,274
|
|
Water Pipe & Products
|
64,547
|
|
|
47,587
|
|
|
98,641
|
|
|||
Corporate and Other
|
(58,802
|
)
|
|
(44,870
|
)
|
|
(81,146
|
)
|
|||
Less: Interest expense
|
(78,337
|
)
|
|
(59,408
|
)
|
|
(125,048
|
)
|
|||
Depreciation and amortization
|
(105,423
|
)
|
|
(115,659
|
)
|
|
(93,503
|
)
|
|||
Loss before income taxes
|
$
|
(21,280
|
)
|
|
$
|
(42,732
|
)
|
|
$
|
(62,782
|
)
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||
Drainage Pipe & Products
|
$
|
27,761
|
|
|
$
|
22,386
|
|
|
|
||
Water Pipe & Products
|
18,529
|
|
|
20,827
|
|
|
|
||||
Corporate and Other
|
2,391
|
|
|
1,349
|
|
|
|
||||
Total
|
$
|
48,681
|
|
|
$
|
44,562
|
|
|
|
||
|
|
|
|
|
|
||||||
Total assets:
|
|
|
|
|
|
|
|
||||
Drainage Pipe & Products
|
$
|
800,454
|
|
|
$
|
744,135
|
|
|
|
||
Water Pipe & Products
|
922,162
|
|
|
925,457
|
|
|
|
||||
Corporate and Other
|
70,636
|
|
|
141,646
|
|
|
|
||||
Total
|
$
|
1,793,252
|
|
|
$
|
1,811,238
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Investment in equity method investee
|
$
|
50,607
|
|
|
$
|
54,445
|
|
|
|
|
Property, plant, and equipment, net:
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
United States
|
$
|
441,773
|
|
|
$
|
381,754
|
|
Canada
|
40,331
|
|
|
20,251
|
|
||
Mexico
|
10,063
|
|
|
10,567
|
|
||
|
$
|
492,167
|
|
|
$
|
412,572
|
|
Net Sales:
|
Year ended December 31,
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
1,389,115
|
|
|
$
|
1,485,092
|
|
|
$
|
1,244,378
|
|
Canada
|
80,868
|
|
|
82,529
|
|
|
110,567
|
|
|||
Mexico
|
9,729
|
|
|
12,792
|
|
|
9,017
|
|
|||
|
$
|
1,479,712
|
|
|
$
|
1,580,413
|
|
|
$
|
1,363,962
|
|
|
|
|
Year ended December 31, 2017:
|
|
|
||||||||||||||
(in thousands, except per share amounts)
|
|
First Quarter
(1)
|
|
Second Quarter
(2)
|
|
Third Quarter
(3)
|
|
Fourth Quarter
(4)
|
||||||||
Net sales
|
|
$
|
338,302
|
|
|
$
|
436,685
|
|
|
$
|
444,257
|
|
|
$
|
361,169
|
|
Cost of goods sold
|
|
299,335
|
|
|
361,089
|
|
|
362,150
|
|
|
304,731
|
|
||||
Gross profit
|
|
38,967
|
|
|
75,596
|
|
|
82,107
|
|
|
56,438
|
|
||||
Income (loss) from continuing operations before taxes
|
|
(35,907
|
)
|
|
(14,803
|
)
|
|
(19,956
|
)
|
|
27,934
|
|
||||
Net income (loss)
|
|
(22,543
|
)
|
|
(11,173
|
)
|
|
(11,502
|
)
|
|
43,158
|
|
||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.68
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.67
|
|
|
|
|
|
Year ended
December 31, |
|
Year ended
December 31, |
|
Year ended
December 31, |
||||||
|
2018
|
|
2017
|
|
2016
|
||||||
SUPPLEMENTAL DISCLOSURES (in thousands):
|
|
|
|
|
|
||||||
Cash interest paid
|
$
|
69,381
|
|
|
$
|
54,676
|
|
|
$
|
77,437
|
|
Income taxes paid, net of refunds received
|
11,068
|
|
|
28,086
|
|
|
66,264
|
|
|||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES:
|
|
|
|
|
|
||||||
Assets and liabilities acquired in non-cash exchange
|
18,140
|
|
|
—
|
|
|
—
|
|
|||
Capital lease obligation
|
(148,962
|
)
|
|
—
|
|
|
—
|
|
|||
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
|
|
|||
Fair value changes of derivatives recorded in OCI, net of tax
|
970
|
|
|
(3,548
|
)
|
|
215
|
|
|
|
|
|
|
|
•
|
A material weakness related to the aggregation of control deficiencies over the inventory process, primarily related to the ineffective design and operating effectiveness of controls over physical inventory counts, processes to validate inputs used in the calculation of excess and obsolete inventory reserves, and control activities related to the periodic review of standard cost variances and related adjustments of inventories to actual costs.
|
•
|
A material weakness related to the aggregation of control deficiencies over the revenue recognition process, primarily related to the ineffective design and operating effectiveness of controls over the verification of physical shipments and internal validation of customer approvals of sales order terms prior to recognizing revenue.
|
•
|
A material weakness related to the aggregation of control deficiencies over the Company's information technology (“IT”) systems. Specifically, the Company did not maintain effective controls over user access to IT systems and changes to IT programs and data and, as a result, the effective functioning of certain process-level automated and IT-dependent controls could have been affected.
|
•
|
Conducted additional training at the plant level on inventory receiving and delivery controls as well as physical inventory counts;
|
•
|
Enhanced management review and monitoring of inventory costing calculations to ensure the correctness of the methodology, the integrity of the data used, as well as the mathematical accuracy of the calculation;
|
•
|
Implemented a process of periodically reviewing inventory standard costs;
|
•
|
Implemented plant level controls on product shipment and reconciliation to revenue recognition; and
|
•
|
Designed and implemented controls on sales order processing with special emphasis on customer acknowledgment.
|
•
|
Established a more rigorous review process over the evaluation of user access to IT systems, including preventative reviews prior to any changes to user access and periodic reviews of all user access;
|
•
|
Improved the structure and governance surrounding controls over IT systems;
|
•
|
Implemented enhanced review procedures and analysis over the segregation of duties in IT systems;
|
•
|
Revised policies on the documentation of IT control performance and the retention of that documentation; and
|
•
|
Replaced certain IT systems that have inherent control limitations.
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
3,101,419
|
|
|
$
|
9.19
|
|
|
973,007
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
2.1+
|
|
(a)
|
|
|
|
|
|
|
|
2.2
|
|
(a)
|
|
|
|
|
|
|
|
2.3
|
|
(a)
|
|
|
|
|
|
|
|
2.4+
|
|
(a)
|
|
|
|
|
|
|
|
2.5+
|
|
(a)
|
|
|
|
|
|
|
|
2.6+
|
|
(a)
|
|
|
|
|
|
|
|
3.1
|
|
(d)
|
|
|
|
|
|
|
|
3.2
|
|
(b)
|
|
|
|
|
|
|
|
4.1
|
|
(b)
|
|
|
|
|
|
|
|
4.2
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
(l)
|
|
|
|
|
|
|
|
10.2
|
|
(l)
|
|
|
|
|
|
|
|
10.3
|
|
(a)
|
|
|
|
|
|
|
|
10.4
|
|
(e)
|
|
|
|
|
|
|
|
10.5
|
|
(b)
|
|
|
|
|
|
|
|
10.6#
|
|
(a)
|
|
|
|
|
|
|
|
10.7#
|
|
(a)
|
|
|
|
|
|
|
|
10.8#
|
|
(h)
|
|
|
|
|
|
|
|
10.9#
|
|
(g)
|
|
|
|
|
|
|
|
10.10#
|
|
(c)
|
|
|
|
|
|
|
|
10.11#
|
|
(c)
|
|
|
|
|
|
|
|
10.12#
|
|
(c)
|
|
|
|
|
|
|
|
10.13#
|
|
(c)
|
|
|
|
|
|
|
|
10.14#
|
|
(c)
|
|
|
|
|
|
|
|
10.15#
|
|
(n)
|
|
|
|
|
|
|
|
10.16
|
|
(f)
|
|
|
|
|
|
|
|
10.17#
|
|
(f)
|
|
|
|
|
|
|
|
10.18
|
|
(i)
|
|
|
|
|
|
|
|
10.19
|
|
(j)
|
|
|
|
|
|
|
|
10.20#
|
|
(k)
|
|
|
|
|
|
|
|
|
|
|
10.21#
|
|
(k)
|
|
|
|
|
|
|
|
10.22#
|
|
(m)
|
|
|
|
|
|
|
|
10.23#
|
|
*
|
|
|
|
|
|
|
|
10.24#
|
|
*
|
|
|
|
|
|
|
|
10.25#
|
|
|
(o)
|
|
|
|
|
|
|
10.26#
|
|
*
|
|
|
|
|
|
|
|
21.1
|
|
*
|
|
|
|
|
|
|
|
23.1
|
|
*
|
|
|
|
|
|
|
|
23.2
|
|
*
|
|
|
|
|
|
|
|
23.3
|
|
*
|
|
|
|
|
|
|
|
31.1
|
|
*
|
|
|
|
|
|
|
|
31.2
|
|
*
|
|
|
|
|
|
|
|
32.1
|
|
^
|
|
|
|
|
|
|
|
99.1
|
|
*
|
|
|
|
|
|
|
|
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.
|
(h)
|
Previously filed on March 31, 2017 as an exhibit to the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and incorporated herein by reference.
|
(i)
|
Previously filed on May 15, 2017 as an exhibit to the Company Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 and incorporated herein by reference.
|
(j)
|
Previously filed on September 7, 2017 as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference.
|
(k)
|
Previously filed on December 20, 2017 as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference.
|
(l)
|
Previously filed on June 11, 2018 as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference.
|
(m)
|
Previously filed on May 22, 2018 as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference.
|
(n)
|
Previously filed on April 20, 2018 as an exhibit to the Company's Definitive Proxy Statement and incorporated herein by reference.
|
(o)
|
Previously filed on July 24, 2018 as an exhibit to the Company’s Current Report on Form 8-K and incorporated herein by reference.
|
|
|
|
FORTERRA, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
/s/ Jeff Bradley
|
|
March 12, 2019
|
By:
|
Jeff Bradley
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jeff Bradley
|
|
President and Chief Executive Officer; Director
|
|
March 12, 2019
|
Jeffrey Bradley
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Charles R. Brown, II
|
|
Executive Vice President and Chief Financial Officer
|
|
March 12, 2019
|
Charles R. Brown, II
|
|
(Principal Financial Officer, Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Richard Cammerer, Jr.
|
|
Director
|
|
March 12, 2019
|
Richard Cammerer, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Rafael Colorado
|
|
Director
|
|
March 12, 2019
|
Rafael Colorado
|
|
|
|
|
|
|
|
|
|
/s/ Robert Corcoran
|
|
Director
|
|
March 12, 2019
|
Robert Corcoran
|
|
|
|
|
|
|
|
|
|
/s/ Chad Lewis
|
|
Director
|
|
March 12, 2019
|
Chad Lewis
|
|
|
|
|
|
|
|
|
|
/s/ Clint McDonnough
|
|
Director
|
|
March 12, 2019
|
Clint McDonnough
|
|
|
|
|
|
|
|
|
|
/s/ John McPherson
|
|
Director
|
|
March 12, 2019
|
John McPherson
|
|
|
|
|
|
|
|
|
|
/s/ Chris Meyer
|
|
Chairman of the Board, Director
|
|
March 12, 2019
|
Chris Meyer
|
|
|
|
|
|
|
|
|
|
/s/ Allison Navitskas
|
|
Director
|
|
March 12, 2019
|
Allison Navitskas
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jacques Sarrazin
|
|
Director
|
|
March 12, 2019
|
Jacques Sarrazin
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Participant:
|
|
Grant Date:
|
|
Number of Shares Covered by Option:
|
|
Exercise Price Per Share:
|
|
Expiration Date:
|
|
Vesting Schedule:
|
|
FORTERRA, INC.:
|
OPTION HOLDER:
|
By:
|
Name:
|
Name:
|
|
Title:
|
1.
|
Terms of Option
|
2.
|
Nonqualified Stock Option
|
3.
|
Exercise of Option
|
4.
|
Expiration of Option
|
5.
|
Restrictions on Resales of Shares Acquired Pursuant to Option Exercise
|
6.
|
Income Taxes
|
7.
|
NonTransferability of Option
|
8.
|
Other Agreements Superseded
|
9.
|
Limitation of Interest in Shares Subject to Option
|
10.
|
No Liability of Company
|
11.
|
General
|
12.
|
Electronic Delivery
|
Name of Participant:
|
|
Grant Date:
|
|
Number of Restricted Stock Units:
|
|
Vesting Schedule:
|
|
FORTERRA, INC.:
|
AWARD HOLDER:
|
By:
|
Name:
|
Name:
|
|
Title:
|
1.
|
TERMS OF RESTRICTED STOCK UNITS
|
2.
|
VESTING OF RESTRICTED STOCK UNITS
|
3.
|
RIGHTS AS STOCKHOLDER
|
4.
|
RESTRICTIONS ON RESALES OF SHARES
|
5.
|
INCOME TAXES
|
6.
|
NONTRANSFERABILITY OF AWARD
|
7.
|
OTHER AGREEMENTS SUPERSEDED
|
8.
|
LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
|
9.
|
GENERAL
|
10.
|
ELECTRONIC DELIVERY
|
a.
|
The Company hereby notifies Executive that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
|
b.
|
An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
Bio Clean Environmental Services, Inc.
|
|
California
|
Concrete Pipe & Precast, LLC
|
|
Delaware
|
Constructure Fabrication, LLC
|
|
Delaware
|
Custom Fab, Inc.
|
|
Florida
|
DIP Acquisition LLC
|
|
Delaware
|
Fab Pipe LLC
|
|
Delaware
|
Forterra Brick America, Inc.
|
|
Michigan
|
Forterra Concrete Industries, Inc.
|
|
Tennessee
|
Forterra Concrete Operations, LLC
|
|
Texas
|
Forterra Concrete Products, Inc.
|
|
Iowa
|
Forterra Finance, LLC
|
|
Delaware
|
Forterra Pipe & Precast, LLC
|
|
Delaware
|
Forterra Pipe & Precast, Ltd.
|
|
Canada (British Columbia)
|
Forterra Pipe & Precast BC, ULC
|
|
Canada (British Columbia)
|
Forterra Precast Concepts, LLC
|
|
Delaware
|
Forterra Pressure Pipe, Inc.
|
|
Ohio
|
Forterra Pressure Pipe, ULC
|
|
Canada (British Columbia)
|
Forterra Properties Idaho, LLC
|
|
Idaho
|
Forterra Properties Utah, LLC
|
|
Utah
|
Forterra Structural Precast, LLC
|
|
Delaware
|
Forterra Transportation, LLC
|
|
Delaware
|
Griffin Pipe Products Co., LLC
|
|
Delaware
|
Minimill Land Holdings, LLC
|
|
Alabama
|
Mill Handling LLC
|
|
Delaware
|
Modular Wetland Systems, Inc.
|
|
California
|
Pressure Pipe Land Holdings, ULC
|
|
Canada (British Columbia)
|
Stardust Holdings (USA), LLC
|
|
Delaware
|
United States Pipe and Foundry Company, LLC
|
|
Alabama
|
US Pipe Fabrication, LLC
|
|
Delaware
|
U.S. Pipe Mexico S. de R.L. de C.V.
|
|
Mexico
|
USP Holdings Inc.
|
|
Delaware
|
USP Land Holdings FCP, LLC
|
|
Delaware
|
USP Land Holdings FP&P, LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 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 12, 2019
|
/s/ Jeff Bradley
|
|
|
Jeff Bradley
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2018 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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 12, 2019
|
/s/ Charles R. Brown, II
|
|
|
Charles R. Brown, II
|
|
|
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 12, 2019
|
/s/ Jeff Bradley
|
|
|
Jeff Bradley
|
|
|
President and Chief Executive Officer
|
|
|
|
Date:
|
March 12, 2019
|
/s/ Charles R. Brown, II
|
|
|
Charles R. Brown, II
|
|
|
Executive Vice President and Chief
|
|
|
Financial Officer
|
CONCRETE PIPE & PRECAST, LLC
|
||||||||||||
|
|
|
|
|
|
|
||||||
STATEMENTS OF INCOME
|
||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, and 2016
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
140,494,299
|
|
|
$
|
153,407,901
|
|
|
$
|
153,345,289
|
|
Cost of sales
|
|
103,021,478
|
|
|
109,999,001
|
|
|
111,659,657
|
|
|||
Gross profit
|
|
37,472,821
|
|
|
43,408,900
|
|
|
41,685,632
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
||||||
Selling expenses
|
|
4,530,571
|
|
|
4,402,662
|
|
|
4,298,678
|
|
|||
General and administrative expenses
|
|
12,843,245
|
|
|
13,320,939
|
|
|
12,372,828
|
|
|||
Other operating income
|
|
(471,151
|
)
|
|
(385,740
|
)
|
|
(315,713
|
)
|
|||
Income from Operations
|
|
20,570,156
|
|
|
26,071,039
|
|
|
25,329,839
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(766,574
|
)
|
|
(634,482
|
)
|
|
(476,706
|
)
|
|||
Net income
|
|
$
|
19,803,582
|
|
|
$
|
25,436,557
|
|
|
$
|
24,853,133
|
|
CONCRETE PIPE & PRECAST, LLC
|
||||||||||||
|
|
|
|
|
|
|
||||||
STATEMENTS OF CASH FLOWS
|
||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, and 2016
|
||||||||||||
|
|
|
|
|
|
|
||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||||||
|
Net income
|
$
|
19,803,582
|
|
|
$
|
25,436,557
|
|
|
$
|
24,853,133
|
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
|
|
||||||
|
operating activities:
|
|
|
|
|
|
||||||
|
Depreciation
|
7,082,851
|
|
|
7,211,784
|
|
|
7,104,282
|
|
|||
|
Amortization of debt issuance costs
|
21,991
|
|
|
48,267
|
|
|
14,174
|
|
|||
|
Amortization of intangibles
|
—
|
|
|
347
|
|
|
8,334
|
|
|||
|
Bad debt expense (recovery)
|
(80,265
|
)
|
|
(78,471
|
)
|
|
121,860
|
|
|||
|
Net loss (gain) on disposal of assets
|
(669,816
|
)
|
|
112,910
|
|
|
(3,118
|
)
|
|||
|
Changes in working capital:
|
|
|
|
|
|
||||||
|
Trade accounts receivable
|
2,428,822
|
|
|
2,765,847
|
|
|
(2,789,749
|
)
|
|||
|
Inventories
|
(1,212,185
|
)
|
|
(2,637,984
|
)
|
|
(386,327
|
)
|
|||
|
Prepaids and other assets
|
346,198
|
|
|
216,880
|
|
|
(861,787
|
)
|
|||
|
Due from / to affiliates
|
(244,377
|
)
|
|
198,816
|
|
|
23,774
|
|
|||
|
Accounts payable and accrued expenses
|
727,071
|
|
|
(2,147,976
|
)
|
|
2,431,386
|
|
|||
|
Cash overdraft
|
(2,020,193
|
)
|
|
540,558
|
|
|
286,946
|
|
|||
|
Net cash provided by operating activities
|
26,183,679
|
|
|
31,667,535
|
|
|
30,802,908
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|||||||
|
Capital expenditures
|
(3,020,894
|
)
|
|
(5,899,647
|
)
|
|
(4,811,478
|
)
|
|||
|
Proceeds from disposal of assets
|
2,306,405
|
|
|
—
|
|
|
318,319
|
|
|||
|
Principal received on notes receivable
|
897,435
|
|
|
73,703
|
|
|
53,497
|
|
|||
|
Net cash provided by (used in) investing activities
|
182,946
|
|
|
(5,825,944
|
)
|
|
(4,439,662
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|||||||
|
Distributions paid
|
(26,281,569
|
)
|
|
(27,434,820
|
)
|
|
(26,656,309
|
)
|
|||
|
Net (repayments) proceeds on revolving line of credit
|
(69,104
|
)
|
|
1,685,614
|
|
|
417,919
|
|
|||
|
Loan origination costs
|
—
|
|
|
(109,963
|
)
|
|
—
|
|
|||
|
Net cash used in financing activities
|
(26,350,673
|
)
|
|
(25,859,169
|
)
|
|
(26,238,390
|
)
|
|||
NET INCREASE (DECREASE) IN CASH
|
15,952
|
|
|
(17,578
|
)
|
|
124,856
|
|
||||
CASH, BEGINNING OF YEAR
|
154,313
|
|
|
171,891
|
|
|
47,035
|
|
||||
CASH, END OF YEAR
|
$
|
170,265
|
|
|
$
|
154,313
|
|
|
$
|
171,891
|
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
||||||||||
|
Cash paid for:
|
|
|
|
|
|
||||||
|
Interest
|
$
|
744,322
|
|
|
$
|
633,770
|
|
|
$
|
476,706
|
|
|
|
|
|
|
|
|
CONCRETE PIPE & PRECAST, LLC
|
||||
|
|
|
||
STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
|
||||
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, and 2016
|
||||
|
|
|
||
|
|
|
||
|
|
|
||
BALANCE AT JANUARY 1, 2016 (unaudited)
|
|
$
|
69,819,581
|
|
Distributions
|
|
(26,656,309
|
)
|
|
Net income
|
|
24,853,133
|
|
|
BALANCE AT DECEMBER 31, 2016
|
|
68,016,405
|
|
|
Distributions
|
|
(27,434,820
|
)
|
|
Net income
|
|
25,436,557
|
|
|
BALANCE AT DECEMBER 31, 2017
|
|
66,018,142
|
|
|
Distributions
|
|
(26,281,569
|
)
|
|
Net income
|
|
19,803,582
|
|
|
BALANCE AT DECEMBER 31, 2018
|
|
$
|
59,540,155
|
|
|
Estimated Useful
|
||||
|
Lives in Years
|
||||
|
|
||||
Buildings and improvements
|
15 - 39
|
||||
Machinery and equipment
|
5 - 20
|
||||
Vehicles and delivery equipment
|
5 - 12
|
||||
Office equipment
|
3 - 7
|
•
|
Management, having the authority to approve the action, commits to a plan to sell;
|
•
|
The asset or asset group is available for immediate sale in its present condition;
|
•
|
An active program to locate a buyer and other actions required to complete the plan to sell have been initiated;
|
•
|
Actions required to complete the sale indicate that is it unlikely that significant changes to the plan will be made or that the plan will be withdrawn; and
|
|
2018
|
2017
|
||||
|
|
|
||||
Finished goods
|
$
|
15,595,655
|
|
$
|
15,570,871
|
|
Raw materials
|
3,950,455
|
|
2,640,981
|
|
||
Supplies
|
38,180
|
|
160,253
|
|
||
Total inventories
|
$
|
19,584,290
|
|
$
|
18,372,105
|
|
|
2018
|
2017
|
||||
|
|
|
||||
Land, buildings, and improvements
|
$
|
46,811,688
|
|
$
|
46,537,950
|
|
Machinery and equipment
|
111,622,852
|
|
110,143,078
|
|
||
Vehicles and delivery equipment
|
778,851
|
|
788,421
|
|
||
Office equipment
|
1,245,070
|
|
1,245,071
|
|
||
Assets under development
|
1,430,419
|
|
658,135
|
|
||
Total
|
161,888,880
|
|
159,372,655
|
|
||
Less: Accumulated depreciation
|
(100,359,407
|
)
|
(93,616,399
|
)
|
||
Net property, plant, and equipment
|
$
|
61,529,473
|
|
$
|
65,756,256
|
|
|
2018
|
2017
|
||||
|
|
|
||||
Current portion
|
$
|
—
|
|
$
|
—
|
|
Long-term portion
|
24,753,280
|
|
24,822,384
|
|
||
Notes payable
|
$
|
24,753,280
|
|
$
|
24,822,384
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
|
|
|
Sale of products to affiliates
|
$37,490
|
|
$104,024
|
|
$107,000
|
Purchase of products and services from affiliates
|
340,291
|
|
464,371
|
|
489,000
|
Management fees paid to affiliates
|
529,842
|
|
513,220
|
|
513,220
|
2019
|
$
|
465,000
|
|
2020
|
323,000
|
|
|
2021
|
244,000
|
|
|
2022
|
118,000
|
|
|
2023 and thereafter
|
47,000
|
|
|
Total
|
$
|
1,197,000
|
|