|
|
|
|
|
Delaware
|
|
37-1830464
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
|
FRTA
|
|
Nasdaq Global Select Market
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
|
Emerging growth company
o
|
|
|
|
Page
|
Part I
|
Financial Information
|
|
Item 1.
|
Financial Statements
|
|
|
Condensed Consolidated Statements of Operations
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss)
|
|
|
Condensed Consolidated Balance Sheets
|
|
|
Condensed Consolidated Statements of Shareholders' Equity
|
|
|
Condensed Consolidated Statements of Cash Flows
|
|
|
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
Part II
|
Other Information
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Net sales
|
$
|
410,219
|
|
|
$
|
416,087
|
|
|
$
|
702,077
|
|
|
$
|
706,047
|
|
Cost of goods sold
|
324,405
|
|
|
340,774
|
|
|
574,458
|
|
|
596,369
|
|
||||
Gross profit
|
85,814
|
|
|
75,313
|
|
|
127,619
|
|
|
109,678
|
|
||||
Selling, general & administrative expenses
|
(58,640
|
)
|
|
(51,263
|
)
|
|
(110,031
|
)
|
|
(103,125
|
)
|
||||
Impairment and exit charges
|
(582
|
)
|
|
(276
|
)
|
|
(813
|
)
|
|
(1,721
|
)
|
||||
Other operating income (expense), net
|
(376
|
)
|
|
4,536
|
|
|
203
|
|
|
5,326
|
|
||||
|
(59,598
|
)
|
|
(47,003
|
)
|
|
(110,641
|
)
|
|
(99,520
|
)
|
||||
Income from operations
|
26,216
|
|
|
28,310
|
|
|
16,978
|
|
|
10,158
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(25,783
|
)
|
|
(17,745
|
)
|
|
(50,448
|
)
|
|
(31,053
|
)
|
||||
Earnings from equity method investee
|
3,402
|
|
|
3,672
|
|
|
4,969
|
|
|
5,521
|
|
||||
Other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,016
|
|
||||
Income (loss) before income taxes
|
3,835
|
|
|
14,237
|
|
|
(28,501
|
)
|
|
(9,358
|
)
|
||||
Income tax (expense) benefit
|
(881
|
)
|
|
(7,243
|
)
|
|
6,416
|
|
|
(3,558
|
)
|
||||
Net income (loss)
|
$
|
2,954
|
|
|
$
|
6,994
|
|
|
$
|
(22,085
|
)
|
|
$
|
(12,916
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.20
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
64,142
|
|
|
63,893
|
|
|
64,073
|
|
|
63,865
|
|
||||
Diluted
|
64,464
|
|
|
64,209
|
|
|
64,073
|
|
|
63,865
|
|
|
Three months ended
|
|
Six months ended
|
|||||||||||
|
June 30,
|
|
June 30,
|
|||||||||||
|
2019
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
|||||||||||
Net income (loss)
|
$
|
2,954
|
|
$
|
6,994
|
|
|
$
|
(22,085
|
)
|
|
$
|
(12,916
|
)
|
Unrealized gain on derivative activities, net of tax
|
—
|
|
—
|
|
|
—
|
|
|
970
|
|
||||
Change in other postretirement benefit plans, net of tax
|
—
|
|
—
|
|
|
373
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
1,320
|
|
(1,569
|
)
|
|
2,828
|
|
|
(3,126
|
)
|
||||
Comprehensive income (loss)
|
$
|
4,274
|
|
$
|
5,425
|
|
|
$
|
(18,884
|
)
|
|
$
|
(15,072
|
)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
(unaudited)
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,791
|
|
|
$
|
35,793
|
|
Receivables, net
|
266,818
|
|
|
198,468
|
|
||
Inventories
|
291,696
|
|
|
285,030
|
|
||
Other current assets
|
22,432
|
|
|
24,798
|
|
||
Total current assets
|
597,737
|
|
|
544,089
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment, net
|
485,184
|
|
|
492,167
|
|
||
Operating lease right-of-use assets
|
63,616
|
|
|
—
|
|
||
Goodwill
|
508,742
|
|
|
508,193
|
|
||
Intangible assets, net
|
166,480
|
|
|
183,789
|
|
||
Investment in equity method investee
|
54,076
|
|
|
50,607
|
|
||
Other long-term assets
|
2,329
|
|
|
14,407
|
|
||
Total assets
|
$
|
1,878,164
|
|
|
$
|
1,793,252
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Trade payables
|
$
|
131,697
|
|
|
$
|
114,708
|
|
Accrued liabilities
|
71,780
|
|
|
70,236
|
|
||
Deferred revenue
|
10,972
|
|
|
9,138
|
|
||
Current portion of long-term debt
|
12,510
|
|
|
12,510
|
|
||
Current portion of tax receivable agreement
|
15,457
|
|
|
15,457
|
|
||
Total current liabilities
|
242,416
|
|
|
222,049
|
|
||
Non-current liabilities
|
|
|
|
||||
Long-term debt
|
1,210,546
|
|
|
1,176,095
|
|
||
Long-term finance lease liabilities
|
136,096
|
|
|
134,948
|
|
||
Long-term operating lease liabilities
|
56,578
|
|
|
—
|
|
||
Deferred tax liabilities
|
39,430
|
|
|
46,615
|
|
||
Deferred gain on sale-leaseback
|
—
|
|
|
9,338
|
|
||
Other long-term liabilities
|
20,938
|
|
|
22,667
|
|
||
Long-term tax receivable agreement
|
73,318
|
|
|
73,318
|
|
||
Total liabilities
|
1,779,322
|
|
|
1,685,030
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Common stock, $0.001 par value, 190,000 shares authorized; 64,298 and 64,206 shares issued and outstanding
|
18
|
|
|
18
|
|
||
Additional paid-in-capital
|
237,478
|
|
|
234,931
|
|
||
Accumulated other comprehensive loss
|
(7,539
|
)
|
|
(10,740
|
)
|
||
Retained deficit
|
(131,115
|
)
|
|
(115,987
|
)
|
||
Total shareholders' equity
|
98,842
|
|
|
108,222
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,878,164
|
|
|
$
|
1,793,252
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-in-Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Deficit
|
|
Total Shareholders' Equity
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2018
|
|
64,205,604
|
|
|
$
|
18
|
|
|
$
|
234,931
|
|
|
$
|
(10,740
|
)
|
|
$
|
(115,987
|
)
|
|
$
|
108,222
|
|
Cumulative effect of accounting changes, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,957
|
|
|
6,957
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|||||
Stock-based plan activity
|
|
57,106
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,039
|
)
|
|
(25,039
|
)
|
|||||
Change in other postretirement benefit plans, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|
—
|
|
|
373
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,508
|
|
|
—
|
|
|
1,508
|
|
|||||
Balance at March 31, 2019
|
|
64,262,710
|
|
|
18
|
|
|
236,434
|
|
|
(8,859
|
)
|
|
(134,069
|
)
|
|
93,524
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|||||
Stock-based plan activity
|
|
35,447
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,954
|
|
|
2,954
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
—
|
|
|
1,320
|
|
|||||
Balance at June 30, 2019
|
|
64,298,157
|
|
|
$
|
18
|
|
|
$
|
237,478
|
|
|
$
|
(7,539
|
)
|
|
$
|
(131,115
|
)
|
|
$
|
98,842
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional Paid-in-Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Deficit
|
|
Total Shareholders' Equity
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2017
|
|
64,230,888
|
|
|
$
|
18
|
|
|
$
|
230,023
|
|
|
$
|
(5,098
|
)
|
|
$
|
(92,452
|
)
|
|
$
|
132,491
|
|
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|||||
Stock-based plan activity
|
|
(3,663
|
)
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,910
|
)
|
|
(19,910
|
)
|
|||||
Gain on derivative transactions, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
970
|
|
|||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,557
|
)
|
|
—
|
|
|
(1,557
|
)
|
|||||
Reclassification due to the adoption of ASU 2018-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830
|
)
|
|
830
|
|
|
—
|
|
|||||
Balance at March 31, 2018
|
|
64,227,225
|
|
|
18
|
|
|
231,120
|
|
|
(6,515
|
)
|
|
(111,532
|
)
|
|
113,091
|
|
|||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,984
|
|
|
—
|
|
|
—
|
|
|
1,984
|
|
|||||
Stock-based plan activity
|
|
868
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,994
|
|
|
6,994
|
|
|||||
Foreign currency translation adjustment, and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,569
|
)
|
|
2
|
|
|
(1,567
|
)
|
|||||
Balance at June 30, 2018
|
|
64,228,093
|
|
|
$
|
18
|
|
|
$
|
233,065
|
|
|
$
|
(8,084
|
)
|
|
$
|
(104,536
|
)
|
|
$
|
120,463
|
|
|
|
Six months ended
|
||||||
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
(unaudited)
|
||||||
Net loss
|
|
$
|
(22,085
|
)
|
|
$
|
(12,916
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation & amortization expense
|
|
48,782
|
|
|
53,448
|
|
||
(Gain) / loss on business divestiture
|
|
—
|
|
|
(6,016
|
)
|
||
(Gain) / loss on disposal of property, plant and equipment
|
|
1,033
|
|
|
(2,571
|
)
|
||
Amortization of debt discount and issuance costs
|
|
4,013
|
|
|
4,050
|
|
||
Stock-based compensation expense
|
|
2,661
|
|
|
3,138
|
|
||
Earnings from equity method investee
|
|
(4,969
|
)
|
|
(5,521
|
)
|
||
Distributions from equity method investee
|
|
1,500
|
|
|
5,000
|
|
||
Unrealized loss / (gain) on derivative instruments, net
|
|
5,024
|
|
|
(4,220
|
)
|
||
Unrealized foreign currency gains, net
|
|
(93
|
)
|
|
(195
|
)
|
||
Provision (recoveries) for doubtful accounts
|
|
(194
|
)
|
|
(316
|
)
|
||
Deferred taxes
|
|
(9,566
|
)
|
|
(22,722
|
)
|
||
Deferred rent
|
|
—
|
|
|
979
|
|
||
Other non-cash items
|
|
919
|
|
|
471
|
|
||
Change in assets and liabilities:
|
|
|
|
|
||||
Receivables, net
|
|
(67,813
|
)
|
|
(72,062
|
)
|
||
Inventories
|
|
(5,734
|
)
|
|
(35,625
|
)
|
||
Other current assets
|
|
(641
|
)
|
|
18,861
|
|
||
Accounts payable and accrued liabilities
|
|
13,066
|
|
|
25,464
|
|
||
Other assets & liabilities
|
|
6,775
|
|
|
4,095
|
|
||
NET CASH USED IN OPERATING ACTIVITIES
|
|
(27,322
|
)
|
|
(46,658
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchase of property, plant and equipment, and intangible assets
|
|
(34,051
|
)
|
|
(17,629
|
)
|
||
Proceeds from sale of fixed assets
|
|
9,509
|
|
|
4,874
|
|
||
Settlement of net investment hedges
|
|
—
|
|
|
(4,990
|
)
|
||
Business combinations, net of cash acquired
|
|
—
|
|
|
(2,914
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(24,542
|
)
|
|
(20,659
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Payments on term loans
|
|
(6,255
|
)
|
|
(6,255
|
)
|
||
Proceeds from revolver
|
|
54,000
|
|
|
—
|
|
||
Payments on revolver
|
|
(15,000
|
)
|
|
—
|
|
||
Other financing activities
|
|
(395
|
)
|
|
(265
|
)
|
||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
|
32,350
|
|
|
(6,520
|
)
|
||
Effect of exchange rate changes on cash
|
|
512
|
|
|
(515
|
)
|
||
Net change in cash and cash equivalents
|
|
(19,002
|
)
|
|
(74,352
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
35,793
|
|
|
104,534
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
16,791
|
|
|
$
|
30,182
|
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||
Cash interest paid
|
|
$
|
38,835
|
|
|
$
|
30,613
|
|
Income taxes paid
|
|
3,911
|
|
|
4,608
|
|
||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES:
|
||||||||
Assets and liabilities acquired in non-cash exchange
|
|
—
|
|
|
18,140
|
|
||
Fair value changes of derivatives recorded in OCI, net of tax
|
|
—
|
|
|
970
|
|
||
Capital lease obligation resulting from the sale-leaseback exchange transaction
|
|
—
|
|
|
148,962
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Trade receivables
|
$
|
252,442
|
|
|
$
|
188,999
|
|
Amounts billed, but not yet paid under retainage provisions
|
2,351
|
|
|
2,065
|
|
||
Other receivables
|
13,902
|
|
|
9,545
|
|
||
Total receivables
|
268,695
|
|
|
200,609
|
|
||
Less: Allowance for doubtful accounts
|
(1,877
|
)
|
|
(2,141
|
)
|
||
Receivables, net
|
$
|
266,818
|
|
|
$
|
198,468
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
202,560
|
|
|
$
|
193,603
|
|
Raw materials
|
87,881
|
|
|
90,376
|
|
||
Work in process
|
1,255
|
|
|
1,051
|
|
||
Total inventories
|
$
|
291,696
|
|
|
$
|
285,030
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Distribution received from CP&P
|
$
|
—
|
|
$
|
5,000
|
|
|
$
|
1,500
|
|
$
|
5,000
|
|
Share of earnings in CP&P
|
3,420
|
|
3,690
|
|
|
5,005
|
|
5,557
|
|
||||
Amortization of excess fair value of investment
|
(18
|
)
|
(18
|
)
|
|
(36
|
)
|
(36
|
)
|
|
Three months ended
|
|
Six months ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Net sales
|
$
|
37,353
|
|
$
|
34,655
|
|
|
$
|
65,602
|
|
$
|
64,673
|
|
Gross profit
|
11,721
|
|
11,046
|
|
|
19,675
|
|
19,494
|
|
||||
Income from operations
|
6,840
|
|
6,860
|
|
|
10,020
|
|
10,695
|
|
||||
Net income
|
6,776
|
|
6,797
|
|
|
9,893
|
|
10,573
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Machinery and equipment
|
$
|
391,027
|
|
|
$
|
373,881
|
|
Land, buildings and improvements
|
235,598
|
|
|
235,819
|
|
||
Other equipment
|
6,291
|
|
|
6,962
|
|
||
Construction-in-progress
|
30,639
|
|
|
32,448
|
|
||
Total property, plant and equipment
|
663,555
|
|
|
649,110
|
|
||
Less: accumulated depreciation
|
(178,371
|
)
|
|
(156,943
|
)
|
||
Property, plant and equipment, net
|
$
|
485,184
|
|
|
$
|
492,167
|
|
|
Drainage Pipe & Products
|
|
Water Pipe & Products
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
189,833
|
|
|
$
|
318,360
|
|
|
$
|
508,193
|
|
Foreign currency and other adjustments
|
549
|
|
|
—
|
|
|
549
|
|
|||
Balance at June 30, 2019
|
$
|
190,382
|
|
|
$
|
318,360
|
|
|
$
|
508,742
|
|
|
Net carrying value as of June 30, 2019
|
|
Net carrying value as of December 31, 2018
|
||||
Customer relationships and contracts
|
$
|
118,671
|
|
|
$
|
131,473
|
|
Trade names
|
22,075
|
|
|
24,523
|
|
||
Patents
|
9,489
|
|
|
11,304
|
|
||
Non-compete agreements
|
9,570
|
|
|
9,574
|
|
||
Developed technology
|
6,167
|
|
|
—
|
|
||
In-Process R&D
(1)
|
—
|
|
|
6,354
|
|
||
Other
|
508
|
|
|
561
|
|
||
Total intangible assets
|
$
|
166,480
|
|
|
$
|
183,789
|
|
|
Fair value measurements at June 30, 2019 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 June 30, 2019
|
||||||||
Assets:
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
$
|
1,635
|
|
$
|
—
|
|
$
|
1,635
|
|
|
|
|
|
|
||||||||
|
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
|
||||||||
Assets:
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
$
|
6,659
|
|
$
|
—
|
|
$
|
6,659
|
|
|
|
Fair value measurements at December 31, 2018 using
|
|
||||||||||||
|
Carrying Amount December 31, 2018
|
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
|
||||||||||
Liabilities:
|
|
|
|
|
|
||||||||||
Term Loan
|
$
|
1,188,605
|
|
$
|
—
|
|
$
|
1,103,628
|
|
$
|
—
|
|
$
|
1,103,628
|
|
Tax receivable agreement payable
(1)
|
88,775
|
|
—
|
|
—
|
|
51,832
|
|
51,832
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Accrued payroll and employee benefits
|
$
|
27,659
|
|
|
$
|
31,095
|
|
Short-term finance leases
|
16,648
|
|
|
16,430
|
|
||
Short-term operating leases
|
9,232
|
|
|
—
|
|
||
Accrued taxes
|
7,853
|
|
|
11,489
|
|
||
Warranty
|
3,004
|
|
|
3,251
|
|
||
Accrued rebates
|
2,823
|
|
|
3,542
|
|
||
Environmental obligation
|
618
|
|
|
570
|
|
||
Other miscellaneous accrued liabilities
|
3,943
|
|
|
3,859
|
|
||
Total accrued liabilities
|
$
|
71,780
|
|
|
$
|
70,236
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Term Loan, net of debt issuance costs and original issuance discount of $30,646 and $34,252, respectively
|
$
|
1,185,956
|
|
|
$
|
1,188,605
|
|
Revolver, net of debt issuance costs of $1,900
|
37,100
|
|
|
—
|
|
||
Total debt
|
$
|
1,223,056
|
|
|
$
|
1,188,605
|
|
Less: current portion debt
|
(12,510
|
)
|
|
(12,510
|
)
|
||
Total long-term debt
|
$
|
1,210,546
|
|
|
$
|
1,176,095
|
|
|
Total
|
|
Term Loan
|
|
Revolver
|
||||||
2019
|
$
|
6,256
|
|
|
$
|
6,256
|
|
|
$
|
—
|
|
2020
|
12,510
|
|
|
12,510
|
|
|
—
|
|
|||
2021
|
51,510
|
|
|
12,510
|
|
|
39,000
|
|
|||
2022
|
12,510
|
|
|
12,510
|
|
|
—
|
|
|||
2023
|
1,172,816
|
|
|
1,172,816
|
|
|
—
|
|
|||
|
$
|
1,255,602
|
|
|
$
|
1,216,602
|
|
|
$
|
39,000
|
|
|
June 30, 2019
|
||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Interest rate swaps
|
$
|
525,000
|
|
|
$
|
1,635
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives, gross
|
|
|
1,635
|
|
|
|
|
—
|
|
||||||
Less: Legally enforceable master netting agreements
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Total derivatives, net
|
|
|
|
$
|
1,635
|
|
|
|
|
$
|
—
|
|
|
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
|
|
|
|
|
$
|
—
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Net investment hedges
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
|
|
|
|
||||||||
Gain on derivatives recognized in Accumulated other comprehensive loss
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
970
|
|
Derivatives not designated as hedges
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
|
|
|
|
||||||||
Gain (loss) on derivatives not designated as hedges included in interest expense
|
(2,932
|
)
|
871
|
|
|
(5,024
|
)
|
4,220
|
|
Lease cost
|
Classification
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
||||
Operating lease cost
|
Lease expense
|
$
|
4,184
|
|
|
$
|
8,221
|
|
Finance lease cost
|
|
|
|
|
||||
Amortization of leased assets
|
Depreciation, amortization, and accretion
|
594
|
|
|
1,097
|
|
||
Interest on lease liabilities
|
Interest expense
|
4,609
|
|
|
9,153
|
|
Lease term and discount rate
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
15.5 years
|
|
Finance leases
|
|
33.7 years
|
|
Weighted-average discount rate (%)
|
|
|
|
Operating leases
|
|
12.6
|
%
|
Finance leases
|
|
12.3
|
%
|
|
|
Six months ended June 30, 2019
|
||
Cash paid for amounts included in lease liabilities
|
|
|
||
Operating cash flows related to operating leases
|
|
$
|
7,386
|
|
Operating cash flows related to finance leases
|
|
8,009
|
|
|
Financing cash flows related to finance leases
|
|
282
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
42
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
3,872
|
|
|
|
Classification
|
|
June 30, 2019
|
||
Operating leases
|
|
|
|
|
||
Right of use assets
|
|
Operating lease right-of-use assets
|
|
$
|
63,616
|
|
Operating lease liabilities - current portion
|
|
Accrued liabilities
|
|
(9,232
|
)
|
|
Operating lease liabilities - long term portion
|
|
Long-term operating lease liabilities
|
|
(56,578
|
)
|
|
Finance leases
|
|
|
|
|
||
Finance lease assets
|
|
Property, plant and equipment, net
|
|
50,861
|
|
|
Finance lease liabilities - current portion
|
|
Accrued liabilities
|
|
(16,648
|
)
|
|
Finance lease liabilities - long term portion
|
|
Long-term finance lease liabilities
|
|
(136,096
|
)
|
|
Operating leases
|
|
Finance leases
|
|
Total
|
||||||
2019
|
$
|
7,347
|
|
|
$
|
8,406
|
|
|
$
|
15,753
|
|
2020
|
13,392
|
|
|
16,837
|
|
|
30,229
|
|
|||
2021
|
11,076
|
|
|
16,992
|
|
|
28,068
|
|
|||
2022
|
10,309
|
|
|
17,242
|
|
|
27,551
|
|
|||
2023
|
10,095
|
|
|
17,458
|
|
|
27,553
|
|
|||
Thereafter
|
120,127
|
|
|
669,468
|
|
|
789,595
|
|
|||
Total lease payments
|
172,346
|
|
|
746,403
|
|
|
918,749
|
|
|||
Less: imputed interest
|
(106,536
|
)
|
|
(593,659
|
)
|
|
(700,195
|
)
|
|||
Present value of lease liabilities
|
$
|
65,810
|
|
|
$
|
152,744
|
|
|
$
|
218,554
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
Net income (loss)
|
$
|
2,954
|
|
$
|
6,994
|
|
|
$
|
(22,085
|
)
|
$
|
(12,916
|
)
|
Less: Earnings allocated to unvested restricted stock awards
|
7
|
|
37
|
|
|
—
|
|
—
|
|
||||
Earnings (loss) allocated to common shareholders
|
$
|
2,947
|
|
$
|
6,957
|
|
|
$
|
(22,085
|
)
|
$
|
(12,916
|
)
|
|
|
|
|
|
|
||||||||
Common stock:
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
64,142
|
|
63,893
|
|
|
64,073
|
|
63,865
|
|
||||
Effect of dilutive securities
|
322
|
|
316
|
|
|
—
|
|
—
|
|
||||
Weighted average diluted shares outstanding
|
64,464
|
|
64,209
|
|
|
64,073
|
|
63,865
|
|
||||
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.05
|
|
$
|
0.11
|
|
|
$
|
(0.34
|
)
|
$
|
(0.20
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
0.05
|
|
$
|
0.11
|
|
|
$
|
(0.34
|
)
|
$
|
(0.20
|
)
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Drainage Pipe & Products
|
$
|
241,680
|
|
|
$
|
222,881
|
|
|
$
|
405,414
|
|
|
$
|
378,526
|
|
Water Pipe & Products
|
168,539
|
|
|
193,205
|
|
|
296,663
|
|
|
327,518
|
|
||||
Corporate and Other
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Total
|
$
|
410,219
|
|
|
$
|
416,087
|
|
|
$
|
702,077
|
|
|
$
|
706,047
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
Drainage Pipe & Products
|
$
|
9,456
|
|
|
$
|
10,354
|
|
|
$
|
18,658
|
|
|
$
|
20,451
|
|
Water Pipe & Products
|
14,595
|
|
|
15,475
|
|
|
29,470
|
|
|
32,557
|
|
||||
Corporate and Other
|
339
|
|
|
207
|
|
|
654
|
|
|
440
|
|
||||
Total
|
$
|
24,390
|
|
|
$
|
26,036
|
|
|
$
|
48,782
|
|
|
$
|
53,448
|
|
|
|
|
|
|
|
|
|
||||||||
Segment EBITDA and reconciliation to income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Drainage Pipe & Products
|
$
|
48,997
|
|
|
$
|
48,411
|
|
|
$
|
74,063
|
|
|
$
|
69,570
|
|
Water Pipe & Products
|
24,973
|
|
|
24,196
|
|
|
33,714
|
|
|
31,105
|
|
||||
Corporate and Other
|
(19,962
|
)
|
|
(14,589
|
)
|
|
(37,048
|
)
|
|
(25,532
|
)
|
||||
Less: Interest expense
|
(25,783
|
)
|
|
(17,745
|
)
|
|
(50,448
|
)
|
|
(31,053
|
)
|
||||
Depreciation and amortization
|
(24,390
|
)
|
|
(26,036
|
)
|
|
(48,782
|
)
|
|
(53,448
|
)
|
||||
Income (loss) before income taxes
|
$
|
3,835
|
|
|
$
|
14,237
|
|
|
$
|
(28,501
|
)
|
|
$
|
(9,358
|
)
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
Drainage Pipe & Products
|
$
|
7,519
|
|
|
$
|
6,641
|
|
|
$
|
15,448
|
|
|
$
|
9,508
|
|
Water Pipe & Products
|
2,248
|
|
|
2,410
|
|
|
4,525
|
|
|
7,653
|
|
||||
Corporate and Other
|
695
|
|
|
200
|
|
|
2,463
|
|
|
278
|
|
||||
Total
|
$
|
10,462
|
|
|
$
|
9,251
|
|
|
$
|
22,436
|
|
|
$
|
17,439
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
June 30,
|
|
December 31,
|
||||||||
|
|
|
|
|
2019
|
|
2018
|
||||||||
Total assets:
|
|
|
|
|
|
|
|
||||||||
Drainage Pipe & Products
|
|
|
|
|
$
|
910,259
|
|
|
$
|
800,454
|
|
||||
Water Pipe & Products
|
|
|
|
|
923,687
|
|
|
922,162
|
|
||||||
Corporate and Other
|
|
|
|
|
44,218
|
|
|
70,636
|
|
||||||
Total
|
|
|
|
|
|
|
$
|
1,878,164
|
|
|
$
|
1,793,252
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Investment in equity method investee
|
$
|
54,076
|
|
|
$
|
50,607
|
|
Property, plant, and equipment, net:
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
United States
|
$
|
432,416
|
|
|
$
|
441,773
|
|
Canada
|
43,024
|
|
|
40,331
|
|
||
Mexico
|
9,744
|
|
|
10,063
|
|
||
|
$
|
485,184
|
|
|
$
|
492,167
|
|
Net sales:
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||
|
2019
|
2018
|
|
2019
|
2018
|
||||||||
United States
|
$
|
391,721
|
|
$
|
391,770
|
|
|
$
|
668,458
|
|
$
|
665,439
|
|
Canada
|
16,555
|
|
21,706
|
|
|
29,655
|
|
35,886
|
|
||||
Mexico
|
1,943
|
|
2,611
|
|
|
3,964
|
|
4,722
|
|
||||
|
$
|
410,219
|
|
$
|
416,087
|
|
|
$
|
702,077
|
|
$
|
706,047
|
|
•
|
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 our 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.
|
•
|
Drainage Pipe & Products - We are a producer of concrete drainage pipe and precast products.
|
•
|
Water Pipe & Products - We are a producer of ductile iron pipe, or DIP, and concrete pressure pipe.
|
•
|
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.
|
Statements of Income Data:
|
Three months ended June 30, 2019
|
|
Three months ended June 30, 2018
|
|
% Change
|
|||||
|
|
|
|
|
|
|||||
Net sales
|
$
|
410,219
|
|
|
$
|
416,087
|
|
|
(1.4
|
)%
|
Cost of goods sold
|
324,405
|
|
|
340,774
|
|
|
(4.8
|
)%
|
||
Gross profit
|
85,814
|
|
|
75,313
|
|
|
13.9
|
%
|
||
Selling, general and administrative expenses
|
(58,640
|
)
|
|
(51,263
|
)
|
|
14.4
|
%
|
||
Impairment and exit charges
|
(582
|
)
|
|
(276
|
)
|
|
*
|
|||
Other operating income (expense), net
|
(376
|
)
|
|
4,536
|
|
|
*
|
|||
|
(59,598
|
)
|
|
(47,003
|
)
|
|
26.8
|
%
|
||
Income from operations
|
26,216
|
|
|
28,310
|
|
|
(7.4
|
)%
|
||
Other income (expenses)
|
|
|
|
|
|
|||||
Interest expense
|
(25,783
|
)
|
|
(17,745
|
)
|
|
45.3
|
%
|
||
Earnings from equity method investee
|
3,402
|
|
|
3,672
|
|
|
(7.4
|
)%
|
||
Income before income taxes
|
3,835
|
|
|
14,237
|
|
|
(73.1
|
)%
|
||
Income tax expense
|
(881
|
)
|
|
(7,243
|
)
|
|
(87.8
|
)%
|
||
Net income
|
$
|
2,954
|
|
|
$
|
6,994
|
|
|
(57.8
|
)%
|
|
For the three months ended June 30,
|
|
|
|||||||
(in thousands)
|
2019
|
|
2018
|
|
% Change
|
|||||
Net sales:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
$
|
241,680
|
|
|
$
|
222,881
|
|
|
8.4
|
%
|
Water Pipe & Products
|
168,539
|
|
|
193,205
|
|
|
(12.8
|
)%
|
||
Corporate and Other
|
—
|
|
|
1
|
|
|
*
|
|||
Total
|
$
|
410,219
|
|
|
$
|
416,087
|
|
|
(1.4
|
)%
|
|
|
|
|
|
|
|||||
Gross profit (loss):
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
57,717
|
|
|
49,851
|
|
|
15.8
|
%
|
||
Water Pipe & Products
|
28,147
|
|
|
25,585
|
|
|
10.0
|
%
|
||
Corporate and Other
|
(50
|
)
|
|
(123
|
)
|
|
(59.3
|
)%
|
||
Total
|
$
|
85,814
|
|
|
$
|
75,313
|
|
|
13.9
|
%
|
|
|
|
|
|
|
|||||
Segment EBITDA
(1)
:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
48,997
|
|
|
48,411
|
|
|
1.2
|
%
|
||
Water Pipe & Products
|
24,973
|
|
|
24,196
|
|
|
3.2
|
%
|
||
Corporate and Other
|
(19,962
|
)
|
|
(14,589
|
)
|
|
36.8
|
%
|
(1)
|
For the purposes of evaluating segment performance, the Company’s chief operating decision maker reviews earnings before interest, taxes, depreciation and amortization (“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 17, Segment Reporting
, to the condensed consolidated financial statements for segment EBITDA reconciliation to income (loss) before income taxes.
|
*
|
Represents positive or negative change in excess of 100%.
|
Statements of Income Data:
|
Six months ended June 30, 2019
|
|
Six months ended June 30, 2018
|
|
% Change
|
|||||
|
|
|
|
|
|
|||||
Net sales
|
$
|
702,077
|
|
|
$
|
706,047
|
|
|
(0.6
|
)%
|
Cost of goods sold
|
574,458
|
|
|
596,369
|
|
|
(3.7
|
)%
|
||
Gross profit
|
127,619
|
|
|
109,678
|
|
|
16.4
|
%
|
||
Selling, general and administrative expenses
|
(110,031
|
)
|
|
(103,125
|
)
|
|
6.7
|
%
|
||
Impairment and exit charges
|
(813
|
)
|
|
(1,721
|
)
|
|
(52.8
|
)%
|
||
Other operating income
|
203
|
|
|
5,326
|
|
|
(96.2
|
)%
|
||
|
(110,641
|
)
|
|
(99,520
|
)
|
|
11.2
|
%
|
||
Income from operations
|
16,978
|
|
|
10,158
|
|
|
67.1
|
%
|
||
Other income (expenses)
|
|
|
|
|
|
|||||
Interest expense
|
(50,448
|
)
|
|
(31,053
|
)
|
|
62.5
|
%
|
||
Earnings from equity method investee
|
4,969
|
|
|
5,521
|
|
|
(10.0
|
)%
|
||
Other income, net
|
—
|
|
|
6,016
|
|
|
*
|
|||
Loss before income taxes
|
(28,501
|
)
|
|
(9,358
|
)
|
|
*
|
|||
Income tax (expense) benefit
|
6,416
|
|
|
(3,558
|
)
|
|
*
|
|||
Net loss
|
$
|
(22,085
|
)
|
|
$
|
(12,916
|
)
|
|
71.0
|
%
|
|
For the six months ended June 30,
|
|
|
|||||||
(in thousands)
|
2019
|
|
2018
|
|
% Change
|
|||||
Net sales:
|
|
|
|
|
|
|||||
Drainage Pipe & Products
|
$
|
405,414
|
|
|
$
|
378,526
|
|
|
7.1
|
%
|
Water Pipe & Products
|
296,663
|
|
|
327,518
|
|
|
(9.4
|
)%
|
||
Corporate and Other
|
—
|
|
|
3
|
|
|
*
|
|||
Total
|
$
|
702,077
|
|
|
$
|
706,047
|
|
|
(0.6
|
)%
|
|
|
|
|
|
|
|
|
|
||
Gross profit (loss):
|
|
|
|
|
|
|
|
|
||
Drainage Pipe & Products
|
89,150
|
|
|
76,267
|
|
|
16.9
|
%
|
||
Water Pipe & Products
|
38,882
|
|
|
33,668
|
|
|
15.5
|
%
|
||
Corporate and Other
|
(413
|
)
|
|
(257
|
)
|
|
60.7
|
%
|
||
Total
|
$
|
127,619
|
|
|
$
|
109,678
|
|
|
16.4
|
%
|
|
|
|
|
|
|
|
|
|
||
Segment EBITDA
(1)
:
|
|
|
|
|
|
|
|
|
||
Drainage Pipe & Products
|
74,063
|
|
|
69,570
|
|
|
6.5
|
%
|
||
Water Pipe & Products
|
33,714
|
|
|
31,105
|
|
|
8.4
|
%
|
||
Corporate and Other
|
(37,048
|
)
|
|
(25,532
|
)
|
|
45.1
|
%
|
(1)
|
For the purposes of evaluating segment performance, the Company’s chief operating decision maker reviews earnings before interest, taxes, depreciation and amortization (“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 17, Segment Reporting
, to the condensed consolidated financial statements for segment EBITDA reconciliation to income (loss) before income taxes.
|
*
|
Represents positive or negative change in excess of 100%.
|
|
|
||||||
|
For the six months ended
|
||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||
Statement of Cash Flows data:
|
|
|
|
||||
Net cash used in operating activities
|
$
|
(27,322
|
)
|
|
$
|
(46,658
|
)
|
Net cash used in investing activities
|
(24,542
|
)
|
|
(20,659
|
)
|
||
Net cash provided by (used in) financing activities
|
32,350
|
|
|
(6,520
|
)
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
Employment Agreement, dated as of May 22, 2019 by and between the Company and Richard Hunter
|
(a)
|
|
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Employment Agreement, dated as of May 22, 2019 by and between the Company and Vikrant Bhatia
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(a)
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Employment Agreement, dated as of June 21, 2019 by and between the Company and Karl Watson, Jr.
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(b)
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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^
|
|
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101.INS
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XBRL Instance Document.
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*
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101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
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*
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101.CAL
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|
XBRL Taxonomy Calculation Linkbase Document.
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*
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101.DEF
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|
XBRL Taxonomy Definition Linkbase Document.
|
*
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101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
*
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101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
*
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*
|
Filed herewith
|
#
|
Denotes management compensatory plan or arrangement
|
^
|
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)
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Previously filed on May 23, 2019 as an exhibit to the Company's Current Report on Form 8-K and incorporated herein by reference.
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(b)
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Previously filed on June 24, 2019 as an exhibit to the Company's Current Report on Form 8-K and incorporated herein by reference.
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FORTERRA, INC.
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(Registrant)
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/s/ Karl Watson, Jr.
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August 6, 2019
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By:
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Karl Watson, Jr.
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Charles R. Brown, II
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August 6, 2019
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By:
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Charles R. Brown, II
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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|
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1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 6, 2019
|
/s/ Karl Watson, Jr.
|
|
|
Karl Watson, Jr.
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
August 6, 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:
|
August 6, 2019
|
/s/ Karl Watson, Jr.
|
|
|
Karl Watson, Jr.
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
August 6, 2019
|
/s/ Charles R. Brown, II
|
|
|
Charles R. Brown, II
|
|
|
Executive Vice President and Chief
|
|
|
Financial Officer
|