Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Forterra, Inc. | ||
Entity Central Index Key | 1,678,463 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned User | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 64,230,888 | ||
Entity Public Float | $ 155,223,470 |
Consolidated (Successor) _ Comb
Consolidated (Successor) / Combined (Predecessor) Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | ||||
Net sales | $ 604,275 | $ 1,580,413 | $ 1,363,962 | |
Cost of goods sold | 513,723 | 1,327,305 | 1,083,508 | |
Gross profit | 90,552 | 253,108 | 280,454 | |
Selling, general & administrative expenses | (121,554) | (255,034) | (216,099) | |
Impairment and exit charges | (1,026) | (13,220) | (2,218) | |
Earnings from equity method investee | 8,429 | 12,360 | 11,947 | |
Gain (loss) on sale of property, plant, and equipment, net | (624) | (2,107) | (21,274) | |
Other operating income, net | 1,716 | 7,304 | 10,303 | |
Operating expenses, including earnings from equity method investments | (113,059) | (250,697) | (217,341) | |
Income (loss) from operations | (22,507) | 2,411 | 63,113 | |
Other income (expenses) | ||||
Interest expense | (45,953) | (59,408) | (125,048) | |
Change in tax receivable agreement liability | 0 | 46,180 | 0 | |
Other income (expense), net | (326) | (31,915) | (847) | |
Loss before income taxes | (68,786) | (42,732) | (62,782) | |
Income tax (expense) benefit | (5,392) | 40,672 | 51,692 | |
Loss from continuing operations | (74,178) | (2,060) | (11,090) | |
Discontinued operations, net of tax | (8,608) | 0 | 3,484 | |
Net loss | $ (82,786) | $ (2,060) | $ (7,606) | |
Basic and Diluted earnings (loss) per share: | ||||
Continuing operations (in usd per share) | $ (1.63) | $ (0.03) | $ (0.23) | |
Discontinued operations (in usd per share) | (0.19) | 0 | 0.07 | |
Net (loss) (in usd per share) | $ (1.82) | $ (0.03) | $ (0.16) | |
Weighted average shares of common stock outstanding: | ||||
Basic and Diluted (in shares) | 45,369 | 63,801 | 49,053 | |
Predecessor | ||||
Net sales | $ 112,698 | |||
Cost of goods sold | 98,339 | |||
Gross profit | 14,359 | |||
Selling, general & administrative expenses | (17,106) | |||
Impairment and exit charges | (542) | |||
Earnings from equity method investee | 67 | |||
Gain (loss) on sale of property, plant, and equipment, net | 122 | |||
Other operating income, net | 696 | |||
Operating expenses, including earnings from equity method investments | (16,763) | |||
Income (loss) from operations | (2,404) | |||
Other income (expenses) | ||||
Interest expense | (82) | |||
Change in tax receivable agreement liability | 0 | |||
Other income (expense), net | (28) | |||
Loss before income taxes | (2,514) | |||
Income tax (expense) benefit | 742 | |||
Loss from continuing operations | (1,772) | |||
Discontinued operations, net of tax | (3,984) | |||
Net loss | $ (5,756) |
Consolidated (Successor) _ Com3
Consolidated (Successor) / Combined (Predecessor) Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | ||||
Net loss | $ (82,786) | $ (2,060) | $ (7,606) | |
Actuarial gains on defined benefit plans, net of tax | 0 | 0 | 0 | |
Unrealized gain (loss) on derivative activities, net of tax | 1,549 | (3,548) | 215 | |
Foreign currency translation adjustment | (6,317) | 3,475 | (472) | |
Comprehensive loss | $ (87,554) | $ (2,133) | $ (7,863) | |
Predecessor | ||||
Net loss | $ (5,756) | |||
Actuarial gains on defined benefit plans, net of tax | 2,645 | |||
Unrealized gain (loss) on derivative activities, net of tax | 0 | |||
Foreign currency translation adjustment | (19,751) | |||
Comprehensive loss | $ (22,862) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 104,534 | $ 40,024 |
Receivables, net | 192,654 | 201,481 |
Inventories | 236,655 | 279,502 |
Prepaid expenses | 5,381 | 6,417 |
Other current assets | 27,059 | 5,179 |
Current assets held for sale | 12,242 | 0 |
Total current assets | 578,525 | 532,603 |
Non-current assets | ||
Property, plant and equipment, net | 412,572 | 452,914 |
Goodwill | 496,141 | 491,447 |
Intangible assets, net | 225,304 | 281,598 |
Investment in equity method investee | 54,445 | 55,236 |
Other long-term assets | 18,866 | 10,988 |
Non-current assets held for sale | 25,385 | 0 |
Total assets | 1,811,238 | 1,824,786 |
Current liabilities | ||
Trade payables | 108,560 | 134,059 |
Accrued liabilities | 72,782 | 78,165 |
Deferred revenue | 9,029 | 20,797 |
Current portion of long-term debt | 12,510 | 10,500 |
Current portion of tax receivable agreement | 34,601 | 4,000 |
Current liabilities held for sale | 4,615 | 0 |
Total current liabilities | 242,097 | 247,521 |
Non-current liabilities | ||
Senior term loan | 1,181,277 | 990,483 |
Revolving credit facility | 0 | 95,064 |
Deferred tax liabilities | 67,481 | 100,550 |
Deferred gain on sale-leaseback | 75,743 | 78,215 |
Other long-term liabilities | 29,187 | 23,253 |
Long-term tax receivable agreement | 82,962 | 156,783 |
Total liabilities | 1,678,747 | 1,691,869 |
Commitments and Contingencies (Note 15) | ||
Equity | ||
Common stock, $0.001 par value. 190,000 shares authorized; 64,231 and 63,924 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 18 | 18 |
Additional paid-in-capital | 230,023 | 228,316 |
Accumulated other comprehensive loss | (5,098) | (5,025) |
Retained deficit | (92,452) | (90,392) |
Total shareholder's equity | 132,491 | 132,917 |
Total liabilities and shareholders' equity | $ 1,811,238 | $ 1,824,786 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 190,000,000 | 190,000,000 |
Common shares, issued (in shares) | 64,231,000 | 63,924,000 |
Common shares, outstanding (in shares) | 64,231,000 | 63,924,000 |
Consolidated (Successor) _ Com6
Consolidated (Successor) / Combined (Predecessor) Statement of Shareholders' Equity and Parent Company Net Investment - USD ($) $ in Thousands | Total | Amount | Additional Paid-in-Capital | Accumulated Net Contributions from Parent | Accumulated Other Comprehensive Income (Loss) | Retained Deficit |
Beginning Balance (Predecessor) at Dec. 31, 2014 | $ 657,473 | $ 678,662 | $ (21,189) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | Predecessor | (5,756) | (5,756) | 0 | |||
Actuarial gains on defined benefit plans, net of tax | Predecessor | 2,645 | 0 | 2,645 | |||
Foreign currency translation adjustment | Predecessor | (19,751) | 0 | (19,751) | |||
Net transfers from Parent | Predecessor | 60,910 | 60,910 | 0 | |||
Ending Balance (in shares) (Successor) at Mar. 13, 2015 | 0 | |||||
Ending Balance (Predecessor) at Mar. 13, 2015 | 695,521 | $ 733,816 | (38,295) | |||
Ending Balance (Successor) at Mar. 13, 2015 | 0 | $ 0 | $ 0 | 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | Successor | (82,786) | (82,786) | ||||
Foreign currency translation adjustment | Successor | (6,317) | (6,317) | ||||
Capital contributions from parent | Successor | 167,482 | 167,482 | ||||
Return of contributed capital, net | Successor | (27,613) | (27,613) | ||||
Gains on derivative transactions, net of tax | Successor | 1,549 | 1,549 | ||||
Ending Balance (in shares) (Successor) at Dec. 31, 2015 | 0 | |||||
Ending Balance (Successor) at Dec. 31, 2015 | 52,315 | $ 0 | 139,869 | (4,768) | (82,786) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | Successor | (7,606) | (7,606) | ||||
Foreign currency translation adjustment | Successor | (472) | (472) | ||||
Capital contributions from parent | Successor | 402,127 | 402,127 | ||||
Return of contributed capital, net | Successor | (325,148) | (325,148) | ||||
Gains on derivative transactions, net of tax | Successor | 215 | 215 | ||||
Brick Disposition, net of tax | Successor | (150,222) | (150,222) | ||||
Issuance of common stock at Reorganization (in shares) | Successor | 45,369,474 | |||||
Issuance of common stock at Reorganization | Successor | 0 | |||||
Issuance of common stock at IPO (in shares) | Successor | 18,420,000 | |||||
Issuance of common stock at IPO | Successor | 303,805 | $ 18 | 303,787 | |||
Issuance of restricted shares (in shares) | Successor | 134,650 | |||||
Issuance of restricted shares | Successor | 0 | |||||
Issuance of tax receivable agreement, net of tax | Successor | (142,349) | (142,349) | ||||
Share-based compensation expense | Successor | $ 252 | 252 | ||||
Ending Balance (in shares) (Successor) at Dec. 31, 2016 | 63,924,124 | |||||
Ending Balance (in shares) at Dec. 31, 2016 | 63,924,000 | |||||
Ending Balance (Successor) at Dec. 31, 2016 | $ 132,917 | $ 18 | 228,316 | (5,025) | (90,392) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | Successor | (2,060) | (2,060) | ||||
Foreign currency translation adjustment | Successor | 3,475 | 3,475 | ||||
Gains on derivative transactions, net of tax | Successor | (3,548) | (3,548) | ||||
Issuance of restricted shares (in shares) | Successor | 310,618 | |||||
Issuance of restricted shares | Successor | 0 | |||||
Share-based compensation expense | Successor | 3,696 | 3,696 | ||||
Shares withheld for taxes (in shares) | Successor | (3,854) | |||||
Shares withheld for taxes | Successor | (37) | (37) | ||||
Other | Successor | $ (1,952) | (1,952) | ||||
Ending Balance (in shares) (Successor) at Dec. 31, 2017 | 64,230,888 | |||||
Ending Balance (in shares) at Dec. 31, 2017 | 64,231,000 | |||||
Ending Balance (Successor) at Dec. 31, 2017 | $ 132,491 | $ 18 | $ 230,023 | $ (5,098) | $ (92,452) |
Consolidated (Successor) _ Com7
Consolidated (Successor) / Combined (Predecessor) Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Provision (recoveries) for doubtful accounts | $ (2,947) | $ 1,495 | ||||
Successor | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | $ (82,786) | (2,060) | (7,606) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation & amortization expense | 32,930 | 115,659 | 99,873 | |||
Loss on business divestiture | 0 | 32,278 | 0 | |||
Loss (gain) on disposal of property, plant and equipment | 618 | 2,107 | 21,267 | |||
Amortization of debt discount and issuance costs | 5,085 | 8,123 | 8,244 | |||
Stock-based compensation expense | 0 | 3,696 | 252 | |||
Impairment on property, plant, and equipment and goodwill | 1,088 | 10,551 | 0 | |||
Write-off of debt discount and issuance costs | 0 | 0 | 22,385 | |||
Earnings from equity method investee | (8,429) | (12,360) | (11,947) | |||
Distributions from equity method investee | 8,542 | 13,150 | 13,000 | |||
Unrealized (gain) loss on derivative instruments, net | (8,331) | (5,251) | 2,945 | |||
Unrealized foreign currency gains, net | 6,940 | (615) | (5,485) | |||
Provision (recoveries) for doubtful accounts | 1,377 | 2,947 | (1,864) | |||
Deferred taxes | (3,138) | (25,496) | (67,619) | |||
Deferred rent | 1,279 | 2,616 | 1,371 | |||
Other non-cash items | (13) | 196 | 1,012 | |||
Change in assets and liabilities: | ||||||
Receivables, net | 28,900 | (16,831) | 16,852 | |||
Inventories | 59,506 | 1,838 | 14,916 | |||
Other current assets | (2,153) | (23,436) | (6,412) | |||
Accounts payable and accrued liabilities | 72,422 | (19,424) | (27,655) | |||
Change in tax receivable agreement liability | 0 | (46,180) | 0 | |||
Other assets & liabilities | 7,580 | 826 | 3,396 | |||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 121,417 | 42,334 | 76,925 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchase of property, plant and equipment | (14,705) | (52,514) | (54,289) | |||
Proceeds from the sale of long-term assets | 2,194 | 23,200 | 0 | |||
Assets and liabilities acquired, business combinations, net | (885,528) | (36,709) | (1,008,158) | |||
NET CASH USED IN INVESTING ACTIVITIES | (898,039) | (66,023) | (1,062,447) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Proceeds from sale-leaseback | 0 | 0 | 216,280 | |||
Payment of debt issuance costs | (27,410) | (2,498) | (20,036) | |||
Proceeds from issuance of common stock, net | 0 | 0 | 303,805 | |||
Payments on senior and junior term loans | (5,366) | (12,008) | (1,300,536) | |||
Proceeds from senior and junior term loans, net | 730,404 | 200,000 | 1,593,150 | |||
Proceeds from revolver | 45,619 | 194,000 | 398,611 | |||
Payments on revolver | (45,619) | (293,000) | (248,173) | |||
Proceeds from settlement of derivatives | 0 | 0 | 6,546 | |||
Capital contribution from Predecessor Parent, net | 0 | 0 | 0 | |||
Capital contribution from parent | 167,482 | 0 | 402,127 | |||
Payments for return of contributed capital | (42,513) | 0 | (363,582) | |||
Other financing activities | (17) | (244) | (6,464) | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 822,580 | 86,250 | 981,728 | |||
Effect of exchange rate changes on cash | (2,368) | 1,949 | 228 | |||
Net change in cash and cash equivalents | 43,590 | 64,510 | (3,566) | |||
Cash and cash equivalents, beginning of period | 0 | 40,024 | 43,590 | [1] | ||
Cash and cash equivalents, end of period | $ 0 | 43,590 | [1] | $ 104,534 | $ 40,024 | |
Predecessor | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | (5,756) | |||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation & amortization expense | 6,894 | |||||
Loss on business divestiture | 0 | |||||
Loss (gain) on disposal of property, plant and equipment | (122) | |||||
Amortization of debt discount and issuance costs | 0 | |||||
Stock-based compensation expense | 0 | |||||
Impairment on property, plant, and equipment and goodwill | 27 | |||||
Write-off of debt discount and issuance costs | 0 | |||||
Earnings from equity method investee | (67) | |||||
Distributions from equity method investee | 0 | |||||
Unrealized (gain) loss on derivative instruments, net | 0 | |||||
Unrealized foreign currency gains, net | (26) | |||||
Provision (recoveries) for doubtful accounts | (31) | |||||
Deferred taxes | 2,749 | |||||
Deferred rent | 0 | |||||
Other non-cash items | (1,736) | |||||
Change in assets and liabilities: | ||||||
Receivables, net | (7,520) | |||||
Inventories | (20,160) | |||||
Other current assets | (855) | |||||
Accounts payable and accrued liabilities | (20,119) | |||||
Change in tax receivable agreement liability | 0 | |||||
Other assets & liabilities | (1,502) | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (48,224) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Purchase of property, plant and equipment | (2,762) | |||||
Proceeds from the sale of long-term assets | 0 | |||||
Assets and liabilities acquired, business combinations, net | 0 | |||||
NET CASH USED IN INVESTING ACTIVITIES | (2,762) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Proceeds from sale-leaseback | 0 | |||||
Payment of debt issuance costs | 0 | |||||
Proceeds from issuance of common stock, net | 0 | |||||
Payments on senior and junior term loans | 0 | |||||
Proceeds from senior and junior term loans, net | 0 | |||||
Proceeds from revolver | 0 | |||||
Payments on revolver | 0 | |||||
Proceeds from settlement of derivatives | 0 | |||||
Capital contribution from Predecessor Parent, net | 60,910 | |||||
Capital contribution from parent | 0 | |||||
Payments for return of contributed capital | 0 | |||||
Other financing activities | (3) | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 60,907 | |||||
Effect of exchange rate changes on cash | (130) | |||||
Net change in cash and cash equivalents | 9,791 | |||||
Cash and cash equivalents, beginning of period | 42 | $ 9,833 | ||||
Cash and cash equivalents, end of period | $ 9,833 | |||||
[1] | At December 31, 2015, $17,563 of cash and cash equivalents are attributable to current assets held for divestiture. |
Consolidated (Successor) _ Com8
Consolidated (Successor) / Combined (Predecessor) Statements of Cash Flows (Parenthetical) $ in Thousands | Dec. 31, 2015USD ($) |
Successor | |
Cash and cash equivalents held for divestiture | $ 17,563 |
Organization and description of
Organization and description of the business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of the business | Organization and description of the business General Forterra, Inc., which we refer to in these financial statements as Forterra, the Company or Successor, is involved in the manufacturing, sale and distribution of building materials in the United States (‘‘U.S.’’) and Canada. Forterra’s primary products are concrete drainage pipe, precast concrete structures, and water transmission pipe used in drinking and wastewater systems. These products are used in the residential, infrastructure and non-residential sectors of the construction industry. Forterra, a Delaware corporation, was formed on June 21, 2016 to hold the business of Forterra Building Products following the Reorganization (as defined below). The business of Forterra Building Products included indirect wholly-owned subsidiaries of LSF9 Concrete Holdings Ltd., or LSF9. Lone Star Fund IX (U.S.), L.P. , which we refer to along with its affiliates and associates, but excluding the Company and other companies that it owns as a result of its investment activity, as Lone Star, through its wholly-owned subsidiary LSF9, acquired the business of Forterra Building Products on March 13, 2015, or the Acquisition. LSF9, which was formed on February 6, 2015 for the purpose of acquiring the business of Forterra Building Products had no operations prior to the date of the Acquisition. Prior to the Acquisition, the entities comprising the business of Forterra Building Products which were acquired by Lone Star were indirect wholly-owned subsidiaries of HeidelbergCement A.G., or HC or Parent, a publicly listed company in Germany, encompassing HC's North American building products operations, which we refer to as BP NAM or the Predecessor. LSF9 acquired BP NAM in a business combination which also included the acquisition of HC’s U.K.-based building products operations for a total initial purchase price of $1.33 billion cash, including customary working capital adjustments and a possible earnout of up to $100.0 million as contingent consideration. The acquisition of BP NAM and HC's UK-based building products business was funded with an equity investment of $432.3 million and third-party debt in the amount of $940.0 million . As HC's U.K.-based building products operations are not part of Forterra, Forterra was allocated a proportion of the total debt and equity used in the Acquisition. Initial Public Offering On October 6, 2016, Forterra filed an Amended and Restated Certificate of Incorporation which increased the number of authorized shares of common stock from 1,000 with a par value of $0.01 per share to 190,000,000 with a par value of $0.001 per share, and, immediately after which, effected a 41,619.472 for one stock split of its issued and outstanding common stock previously approved by the Company's Board of Directors. Following the stock split there were 41,619,472 shares of common stock outstanding. The Company's Amended and Restated Certificate of Incorporation has also authorized 10,000,000 shares of preferred stock that may be issued at the approval of the Company's Board of Directors. No shares of preferred stock have been issued or were outstanding as of December 31, 2017 . On October 25, 2016, Forterra sold 18,420,000 shares of common stock in its initial public offering, or the IPO at a public offering price of $18.00 per share. The Company received net proceeds of $313.3 million in the IPO before offering costs. Reorganization Prior to the consummation of the IPO, LSF9 distributed its brick operations in the United States and Eastern Canada to an affiliate of Lone Star, or the Bricks Disposition, recognized as a return of capital in the statement of shareholders' equity. Following the Bricks Disposition and prior to the consummation of the IPO, the remaining building products operations of LSF9 in the United States and Eastern Canada, were transferred to Forterra, Inc. in an internal reorganization under common control transaction, or the Reorganization. Following the Reorganization, Forterra, Inc. became a wholly owned subsidiary of Forterra US Holdings, LLC, which is indirectly wholly owned by an affiliate of Lone Star. The Reorganization was accounted for as a change in reporting entity, and the consolidated financial statements of the Successor have been retrospectively adjusted for all periods presented to reflect the new organizational structure following the Reorganization, including the presentation of discontinued operations associated with the Bricks Disposition. Refinancing Concurrent with the completion of the IPO, Forterra entered into a new asset based revolving credit facility for working capital and general corporate purposes, or the 2016 Revolver, and a new $1.05 billion senior term loan facility, the proceeds of which, together with a $125.0 million draw on the 2016 Revolver and $296.0 million in proceeds from the IPO, were used to repay in full and terminate the then-existing asset based revolving credit facility, or the 2015 Revolver, $1.04 billion senior term loan, or the 2015 Senior Term Loan and $260.0 million junior term loan, or the Junior term Loan. On May 1, 2017, the Company amended the senior term loan facility entered into concurrent with the IPO to increase the principal outstanding by an additional $200.0 million and to reduce the interest margin applicable to the full balance thereof, or as amended, the 2016 Senior Term Loan. The terms of the 2016 Senior Term Loan and 2016 Revolver are described in greater detail in Note 11, Debt and deferred financing costs. Strategic Transactions A number of transactions have been completed since the Acquisition, and the acquisitions and divestitures summarized below are described further in Note 3 and Notes 14 and 21, respectively. These transactions include: Purchase Price Acquisitions: (in millions) 2015 Cretex Concrete Products, Inc. $ 245.1 2016 Sherman-Dixie Concrete Industries 66.8 USP Holdings, Inc. 778.7 Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. 31.9 J&G Concrete Operations, LLC 32.4 Precast Concepts, LLC 99.6 2017 Royal Enterprises America, Inc. 35.5 On April 12, 2016, Forterra sold its roof tile business for aggregate consideration of $ 10.5 million , or the Roof Tile Divestiture. The Roof Tile Divestiture generated a loss of $0.8 million recorded in other income (expense), net for the year ended December 31, 2016. On July 31, 2017, t he Company sold its U.S. concrete and steel pressure pipe business to Thompson Pipe Group, or TPG, for aggregate consideration of $23.2 million , subject to customary net working capital adjustments, or the U.S. Pressure Pipe Divestiture, as well as certain assets relating to a U.S. drainage facility. The Company used the net proceeds from the transaction to partially pay down the balance outstanding on its 2016 Revolver. The U.S. Pressure Pipe Divestiture generated a loss of $32.3 million recorded in other income (expense), net in the Company's consolidated statements of operations for the year ended December 31, 2017. In addition, during the second quarter of 2017, in connection with the pending U.S. Pressure Pipe Divestiture, the Company recorded a pre-tax long-lived asset impairment charge of $7.5 million within impairment and exit charges in the Company's consolidated statements of operations . See Note 21, Discontinued operations and divestitures for additional details regarding the transaction. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation The consolidated financial statements for the Successor periods include the accounts and results of operations of Forterra, Inc. and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation - Successor In the accompanying financial information, Successor refers to the consolidated financial statements of Forterra and Predecessor refers to the combined financial statements of BP NAM. The term “Company” is used throughout the financial statements and applies to either the Predecessor or the Successor. The Successor’s consolidated financial statements include certain assets and liabilities historically held at LSF9, including the proportionate debt and related interest expense incurred by LSF9 to acquire the Company that Forterra was obligated to pay. The Company's portion of Lone Star's initial $432.3 million equity investment is $167.5 million . The Company’s allocated portion of the $940.0 million of third party debt used to finance the Acquisition was $515.5 million . The remaining $424.5 million of the debt was allocated to affiliates of LSF9 that are not included in these financial statements based on the amounts affiliates of LSF9 have fully repaid. The Company and the affiliates of LSF9 were co-obligors and jointly and severally liable under the terms of the initial credit agreements related to the 2015 Senior Term Loan, Junior Term Loan and 2015 Revolver or the Initial Credit Agreements. In April of 2016, the Company’s affiliate co-obligors were released from joint and several liability under the Initial Credit Agreements and the Company was consequently the sole source of repayment for its $515.5 million share of the initial obligation under the Initial Credit Agreements. The balance was settled by Forterra in the Refinancing. See further discussion in Note 11, Debt and deferred financing costs. Basis of Presentation - Predecessor The legal entities comprising BP NAM were a component of the North American operating segment of HC and consisted of U.S. operating entities that were directly owned by Lehigh Hanson, Inc., or LHI, a U.S. holding company, and Canadian operating entities that were directly owned by Hanson America Holdings (4), Ltd., a U.K. holding company. These financial statements are labeled as predecessor because they reflect the combined predecessor historical results of operations, financial position and cash flows of BP NAM, as they were historically managed under the control of HC, in conformity with U.S. GAAP. All intracompany transactions occurring between the predecessor entities have been eliminated. Certain transactions between the Company and HC have been included in these combined predecessor financial statements and are considered to be effectively settled at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined predecessor statements of shareholder's equity and Parent company net investment as net transfers (to)/from Parent, in the combined predecessor statements of cash flows as a financing activity and in the combined predecessor balance sheet as Parent company net investment. HC used a centralized approach to cash management and financing of its operations. Historically, the majority of the Predecessor's cash was transferred to HC daily and the Company was dependent on HC funding of the Company’s operating and investing activities as needed. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been a stand-alone business separate from HC during the periods presented. Cash transfers to and from HC's cash management accounts are reflected within Parent company net investment. Cash and cash equivalents held by HC at the corporate level were not specifically identifiable to the Company and therefore were not allocated for any of the Predecessor periods presented. The historical costs and expenses reflected in the combined predecessor financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, shared services, information technology, tax, risk management, treasury, legal, human resources, land management, and strategy and development. Additionally, historically the Company resided in office space provided by affiliates of HC. The cost of each of these services has been allocated to the Company in the predecessor periods on the basis of the Company’s relative net sales or head count as compared to that of HC depending upon which allocation methodology is more meaningful for each service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, they may differ from the cost that would have been incurred had the Company operated as a stand-alone company for the periods presented or will be incurred by the Successor. Estimating actual costs that would have been incurred if the Company had been a stand-alone company is not practicable and would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Reclassification Certain prior year numbers have been reclassified to conform to current year presentations. Business Combinations Assets acquired and liabilities assumed in business combination transactions, as defined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 805, Business Combination , are recorded at fair value using the acquisition method of accounting. The Company allocates the purchase price of acquisitions based upon the fair value of each component which may be derived from various observable and unobservable inputs and assumptions. Initial purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of the transaction. The fair value of property, plant and equipment and intangible assets may be based upon the discounted cash flow method that involves inputs that are not observable in the market (Level 3). Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed. Use of estimates The preparation of the consolidated (successor) / combined (predecessor) financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. The more significant estimates made by management relate to fair value estimates for assets and liabilities acquired in business combinations; accrued liabilities for environmental cleanup, bodily injury and insurance claims; estimates for commitments and contingencies; and estimates for the realizability of deferred tax assets, the tax receivable agreement obligation, inventory reserves, allowance for doubtful accounts and impairment of goodwill and long-lived assets. Cash and cash equivalents Successor cash and cash equivalents include cash on hand and other highly liquid investments having an original maturity of less than three months. Receivables, net Receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and the Company’s collection experience. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily receivables. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The allowances for uncollectible receivables are based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectibility of accounts receivable that are past due and the expected collectibility of overall receivables. The Company had an individual customer within its Water Pipe & Products segment, Core & Main, that accounted for approximately 13% and 11% of the Company's total net sales for the years ended December 31, 2017 and 2016, respectively, and total receivables at December 31, 2017 and 2016 representing 17% and 13% of the Company total receivables, net, respectively. Concentration of Labor Approximately 33% of the Company’s employees are represented by collective bargaining agreements, and 27% of these employees are included in collective bargaining agreements that expire within 12 months. Inventories Inventories are valued at the lower of cost or net realizable value. The Company’s inventories are valued using the average cost and first-in-first-out methods. Inventories include materials, labor and applicable factory overhead costs. The value of inventory is adjusted for damaged, obsolete, excess and slow-moving inventory. Market value of inventory is estimated considering the impact of market trends, an evaluation of economic conditions, and the value of current orders relating to the future sales of each respective component of inventory. Property, plant and equipment, net Property, plant and equipment, which includes amounts recorded under capital lease arrangements, is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 20 to 40 years for buildings, 4 to 20 years for machinery and equipment, and 5 to 10 years for other equipment and lower of lease term or useful life on leasehold improvements. Repair and maintenance costs are expensed as incurred. The Company’s depreciation expense is recorded in cost of goods sold and selling, general and administrative expenses in the statements of operations. The Company capitalizes interest during the active construction of major projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. There was no interest capitalized for any of the periods presented in the financial statements. Impairment or disposal of long-lived assets The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment (“ASC 360”). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds their fair value. Long-lived assets held for sale The Company accounts for long-lived assets held for sale in accordance with ASC 360 which requires assets to be classified as held for sale when the following criteria are met: 1) management, having the authority to approve the action, commits to a plan to sell; 2) the asset or asset group is available for immediate sale in its present condition; 3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; 4) 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 5) the sale is probable to qualify for recognition as a completed sale within one year. At such time assets or an asset group are determined to be held for sale, its carrying amount is adjusted to the lower of its depreciated book value or its estimated fair value, less costs to sell, and depreciation is no longer recognized. An impairment charge is recognized if the carrying value is in excess of its fair value. The assets and liabilities are required to be classified as held for sale on the accompanying consolidated balance sheets. See additional description in Note 21, Discontinued operations and divestitures. Goodwill and other intangible assets, net Goodwill represents the excess of costs over the fair value of identifiable assets acquired and liabilities assumed. The Company evaluates goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company performs its annual impairment testing of goodwill as of October 1 of each year and in interim periods if events occur that would indicate that it is more likely than not the fair value of a reporting unit is less than carrying value. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value, impairment is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the net book value may not be recoverable. Intangible assets with finite lives consist of customer relationships, customer backlogs, and brand names, and are amortized under the consumption method over the estimated useful lives. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net book value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net book value of the related intangible asset to fair value and may adjust the remaining amortization period. Investment in equity method investee The Company has an investment in a joint venture accounted for using the equity method. Under the equity method, carrying value is adjusted for the Company's share of the investee's earnings and losses, as well as capital contributions to and distributions from the investee. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated (successor) / combined (predecessor) statements of cash flows. The Company classifies its share of income and loss related to its investments in its investee as a component of operating income or loss, as the Company's investments in the investee is an extension of the Company's core business operations. The Company evaluates its investment in the equity method investee for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an "other-than-temporary" decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is "other-than-temporary" based on its assessment of all relevant factors, including consideration of the Company's intent and ability to retain its investment. Derivatives and Hedge Accounting The Company has entered into derivative instruments to mitigate interest rate and foreign exchange rate risk. Certain derivative instruments are designated for hedge accounting under ASC 815-20, Derivatives - Hedging . Instruments that meet hedge criteria are formally designated as hedges at the inception of the instrument. The Company’s derivative assets and liabilities are measured at fair value. Fair value related to the cash flows occurring within one year are classified as current and the fair value related to the cash flows occurring beyond one year are classified as non-current in the consolidated balance sheets. For those instruments designated as hedges, the Company recognizes the changes in fair value in other comprehensive income (“OCI”), and recognizes any ineffectiveness immediately in earnings. Valuation of derivative assets and liabilities reflect the value of the instrument including counterparty credit risk. These values also take into account the Company’s own credit standing. Deferred financing costs In conjunction with its debt, the Company had a total of $41.6 million in debt discounts and debt issuance costs as of December 31, 2017 . These costs are amortized over the life of the applicable debt instrument to interest expense utilizing the effective interest method. Fair value measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs – Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Inputs – Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's other financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying value of the Company’s trade and other receivables, trade payables and accrued expenses approximates fair value due to their highly liquid nature, short-term maturity, or competitive rates assigned to these financial instruments. The Company adjusts the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. Foreign currency translation The Company uses the U.S. dollar as its functional currency for operations in the U.S. and Mexico, and the Canadian dollar for operations in Canada. The assets, liabilities, revenues and expenses of the Company’s Canadian operations are translated in accordance with ASC 830, Foreign Currency Matters. Environmental remediation liabilities The Company accrues for costs on an undiscounted basis associated with environmental remediation obligations when such costs are probable and reasonably estimable; if an estimated amount is likely to fall within a range and no amount within that range can be determined to be the better estimate, the minimum amount of the range is recorded. Claims for recoveries from insurance carriers and other third parties are not recorded until it is probable that the recoveries will be realized. Such accruals are adjusted as further information develops or circumstances change. Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed. Expenditures that create future benefits are capitalized. At December 31, 2017 and 2016, the Company had environmental obligations of $1.6 million and $1.7 million , respectively, which are recorded within accrued liabilities and other long-term liabilities in the balance sheets. Defined benefit pension plans and other post-retirement benefits The Predecessor’s Canadian employees participated in defined benefit pension plans sponsored by the Company. The Company’s U.S. salaried employees and non-union hourly employees participated in defined benefit pension plans sponsored by an affiliate of HC. Approximately 37% of the Predecessor’s labor force were covered by collective bargaining agreements. These plans included other Parent employees of HC affiliates that are not employees of the Company. LHI also provided certain retiree health and life insurance benefits to eligible employees who have retired from the Company. Salaried participants generally became eligible for retiree health care benefits when they retired from active service at age 60 or later. Benefits, eligibility, and cost-sharing provisions for the hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, co-payment and payments made by government programs and other group coverage. The Predecessor accounted for its U.S. defined benefit pension plans as multiemployer plans under ASC 715, Compensation – Benefit Plans (“ASC 715”) . Liability for the Predecessor defined benefit plans were retained by HC. Additionally, the Predecessor had employees that were covered under several union-sponsored, multiemployer pension plans. Such plans are accounted for as defined contribution plans as it is not possible to isolate the components of such plans that would collectively comprise the Company’s liability. Liabilities for the Predecessor plans were retained by HC. Stock-based plans The Company applies the provisions of ASC 718, Compensation - Stock Compensation, in its accounting and reporting for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under the Company's option plans have grant prices equal to the market price of the Company's stock on the dates of grant. Compensation cost for restricted stock and restricted stock units is determined based on the fair market value of the Company's stock at the date of grant. Stock-based compensation expense is generally recognized over the required service period, or over a shorter period when employee retirement eligibility is a factor. Awards that may be settled in cash or company stock are classified as liabilities and remeasured at fair value at the end of each reporting period until the awards are settled. Income Taxes Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company's tax returns in future years for which a tax benefit has already been recorded in the Company's income statement. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which the Company has already taken a deduction in its tax return but have not yet recognized as expense in the financial statements. The Company recognizes a tax benefit for uncertain tax positions only if the Company believes it is more likely than not that the position will be upheld on audit based solely on the technical merits of the tax position. The Company evaluates uncertain tax positions after the consideration of all available information. Penalties and interest related to income tax uncertainties, should they occur, would be included in income tax expense in the period in which they are incurred. As of the date of the Acquisition, the Successor financial statements reflect a new tax basis of accounting as the Company includes taxable entities independent of the Predecessor. For the Company's Predecessor periods, income tax expense and related current and deferred income taxes receivable and payable were calculated assuming that the Predecessor files hypothetical stand-alone income tax returns in Canada and hypothetical consolidated income tax returns for the U.S. building products activities. All hypothetical current taxes payable or receivable were deemed settled through net parent investment. All tax consequences associated with the Predecessor period were retained by HC. Revenue recognition Revenues are recognized when the risks and rewards associated with the transaction have been transferred to the purchaser, which is demonstrated when all the following conditions are met: evidence of a binding arrangement exists, products have been delivered or services have been rendered, there is no future performance required, fees are fixed or determinable and amounts are collectible under normal payment terms. Sales represent the net amounts charged or chargeable in respect of services rendered and goods supplied, excluding intercompany sales. Sales are recognized net of any discounts given to the customer. A portion of the Company's sales revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor. All returns and credits are estimable and recognized as contra-revenue. The Company bills and incurs shipping costs to third parties for the transportation of building products to customers. For the years ended December 31, 2017 and December 31, 2016 , the period from March 14, 2015 to December 31, 2015, and the period from January 1, 2015 to March 13, 2015, the Company recorded freight costs of approximately $132.3 million , $104.6 million , $50.0 million , and $9.2 million , respectively, on a gross basis within net sales and cost of goods sold in the accompanying statements of operations. The Company's revenues primarily relate to product sales. For certain engineering and construction contracts and building contracting arrangements, the Company recognizes revenue using the percentage of completion method, based on total contract costs incurred to date compared to total estimated cost at completion for each contract. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Pre-contract costs are expensed as incurred. If estimated total costs on a contract indicate a loss, the entire loss is provided for in the financial statements immediately. To the extent the Company has invoiced and collected from its customers more revenue than has been recognized as revenue using the percentage of completion method, the Company records the excess amount invoiced as deferred revenue. Revenue recognized in excess of amounts billed and balances billed but not yet paid by customers under retainage provisions are classified as a current asset within receivables, net on the balance sheet. For the year ended December 31, 2017, the year ended December 31, 2016, the period from March 14, 2015 to December 31, 2015, and the period from January 1, 2015 to March 13, 2015, revenue recognized in continuing operations using the percentage of completion method amounted to 3% , 3% , 6% and 5% of total net sales, respectively. The company generally provides limited warranties related to its products which cover manufacturing in accordance with the specifications identified on the face of our quotation or order acknowledgment and to be free of defects in workmanship or materials. The warranty periods typically extend for a limited duration of one year. The Company estimates and accrues for potential warranty exposure related to products which have been delivered. Cost of goods sold and selling, general and administrative expenses Cost of goods sold includes costs of production, inbound freight charges for raw materials, outbound freight to customers, purchasing and receiving costs, inspection costs and warehousing at plant distribution facilities. Selling, general and administrative costs include expenses for sales, marketing, legal, accounting and finance services, human resources, customer support, treasury and other general corporate services. Proceeds from Insurance In 2016, a facility of the Company sustained fire damage for which insurance claims were made. The Company recognized a net insurance recovery gain of $ 3.8 million that was reported a component of the Company's loss from operations in Other operating income. Proceeds from insurance settlements, except for those directly related to investing or financing activities, were recognized as cash inflows from operating activities. The losses related to such event are recognized as incurred. As the majority of the damage was to fully depreciated assets, the amount of losses were less than the amount of the insurance proceeds received. Insurance proceeds are recorded to the extent of the losses and then, only if recovery is realized or probable. Any gain in excess of losses are recognized only when the contingencies regarding the recovery are resolved, and the amount is fixed or determinable. Recent Accounting Guidance Adopted In January 2017, the FASB issued Accounting Standards Update ( “ ASU ” ) 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, however early adoption is permitted. The Company early adopted the guidance provided in the ASU in the second quarter of 2017. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting uni |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business combinations | Business combinations The acquisitions described below have been/are accounted for as a business combinations as defined by ASC 805. The Company allocated the purchase price to the individually identifiable assets acquired and liabilities assumed based on their estimated fair value on the date of acquisition. The excess purchase price over those fair values was recorded as goodwill. The determination of fair values of the acquired assets and assumed liabilities required significant judgment, including estimates impacting the determination of estimated lives of tangible and intangible assets, calculation of the fair value of property, plant and equipment, inventory, and various intangibles. The fair values of assets and liabilities were determined using level 3 inputs as defined by ASC 820. Transaction Overview – The Acquisition The Successor’s financial statements reflect the Acquisition of the Predecessor that occurred on March 13, 2015. Certain liabilities of the Predecessor were not assumed by the Successor including, but not limited to pension liabilities, tax and insurance related liabilities and multi-employer pension liabilities. The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the Acquisition date (in thousands) : Fair Value Net working capital $ 257,368 Property, plant and equipment, net 311,191 Investment in equity method investee 56,400 Customer backlog intangible 4,500 Other assets and other liabilities (6,495 ) Net identifiable assets acquired $ 622,964 Goodwill 17,464 Consideration transferred, net of cash acquired $ 640,428 The goodwill recognized was attributable primarily to expected operating efficiencies and expansion opportunities in the business acquired. Financing transactions Consideration to fund the Acquisition was provided by an equity investment of $167.5 million and proceeds from third-party debt, net of original discount and debt issuance costs, in the amount of $472.9 million . The financing transactions included the 2015 Senior Term Loan in the amount of $254.9 million ( $241.7 million , net of $13.2 million of original issue discount and debt issuance costs), the Junior Term Loan in the amount of $260.0 million ( $233.8 million , net of $26.2 million of original issue discount and debt issuance costs) and the 2015 Revolver. Funds of $0.6 million were initially drawn from the 2015 Revolver at the closing date of the Acquisition. The Company incurred debt issuance costs related to the 2015 Revolver in the amount of $3.2 million . Contingent Consideration As discussed in Note 1, the Acquisition included contingent consideration of up to an additional $100.0 million based on the earnings of LSF9 for fiscal year 2015 as adjusted by the purchase agreement or the Earnout. The Earnout is based on the achievement of an amount in excess of a certain minimum threshold of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), as defined by the purchase agreement, for the calendar year ended December 31, 2015. The Company determined that achieving the required threshold to trigger a payout to the Seller was not probable and, therefore, the Company did not record a contingent liability related to the Earnout as of the Acquisition date. Based on 2015 actual results, the Company concluded the Earnout was not earned and, accordingly, did not record a liability as of December 31, 2015. See further discussion of the Earnout contingency in Note 15, noting that HC is disputing the Earnout and if the Company is unsuccessful in resolving the dispute, Forterra could recognize a material charge to its earnings. Subsequent to the Acquisition, the Company completed the following transactions: • Cretex Acquisition - On October 1, 2015, Forterra acquired Cretex Concrete Products, Inc. for aggregate consideration of $245.1 million , or the Cretex Acquisition. Cretex was 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. The purchase of Cretex was partially funded with proceeds from financing transactions totaling $240.0 million as an add-on to the 2015 Senior Term Loan and cash on hand. • Sherman-Dixie Acquisition - On January 29, 2016, Forterra acquired substantially all the stock of 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 our 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 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 manufactures 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 manufactures concrete pipe, box culverts, storm detention systems and other precast concrete and related products in Colorado through its three facilities. The Precast Concepts Acquisition was financed with borrowings on the 2015 Revolver. • Royal Acquisition - On February 3, 2017, Forterra acquired the assets of Royal for aggregate consideration of $35.5 million in cash, including customary working capital adjustments. Royal manufactures 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. The respective fair values of the assets acquired and liabilities assumed at the acquisition date are as follows: 2015 2016 2017 Cretex Sherman-Dixie U.S. Pipe Bio Clean J&G Precast Concepts Royal Net working capital $ 69,745 $ 14,279 $ 145,650 $ 2,546 $ 2,657 $ 14,993 $ 2,994 Property, plant and equipment, net 97,282 29,163 246,241 162 9,346 15,895 12,335 Customer relationship intangible 24,700 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 600 138 37,388 1,065 — 29 308 Customer backlog intangible 800 843 — — 780 2,213 63 Patents — — 13,093 10,464 — — 72 In process R&D — — — 6,692 — — — Other intangibles — — 7,659 — — — — Other assets and liabilities (7,582 ) — (9,803 ) — — — (726 ) Deferred tax liabilities — (11,524 ) (157,365 ) — — — — Net identifiable assets acquired 185,545 40,431 462,354 24,504 17,954 51,399 17,588 Goodwill 59,555 26,319 316,356 7,434 14,494 48,204 17,903 Cash consideration transferred $ 245,100 $ 66,750 $ 778,710 $ 31,938 $ 32,448 $ 99,603 $ 35,491 Goodwill recognized is attributable primarily to expected operating efficiencies and expansion opportunities in the business acquired. Goodwill is expected to be deductible for tax purposes except goodwill acquired with the USP and Sherman-Dixie acquisitions. Transaction costs For the years ended December 31, 2017 and 2016, the period from March 14, 2015 to December 31, 2015, and the period from January 1, 2015 to March 13, 2015, the Company recognized aggregate transaction costs, including legal, accounting, valuation, and advisory fees, specific to the acquisitions identified above of $0.4 million , $12.7 million , $13.7 million , and $2.1 million , respectively . These costs are recorded in the statements of operations within selling, general & administrative expenses. |
Receivables, net
Receivables, net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables, net | Receivables, net Receivables consist of the following at December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Trade receivables $ 190,143 $ 178,012 Amounts billed, but not yet paid under retainage provisions 1,091 1,959 Other receivables 5,453 22,408 Total receivables $ 196,687 $ 202,379 Less: Allowance for doubtful accounts (4,033 ) (898 ) Receivables, net $ 192,654 $ 201,481 The Company records provisions for doubtful accounts in selling, general and administrative expenses in the statements of operations. The table below summarizes the Company's allowance for doubtful accounts for the periods presented (in thousands) : Allowance for doubtful accounts Balance at December 31, 2015 $ (3,283 ) Provisions for doubtful accounts 1,495 Write-offs and adjustments 890 Balance at December 31, 2016 $ (898 ) Provisions for doubtful accounts (2,947 ) Write-offs and adjustments (188 ) Balance at December 31, 2017 $ (4,033 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31, 2017 and December 31, 2016 (in thousands) : December 31, 2017 2016 Finished goods $ 156,207 $ 185,507 Raw materials 79,905 90,647 Work in process 543 3,348 Total inventories $ 236,655 $ 279,502 |
Investment in equity method inv
Investment in equity method investee | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in equity method investee | Investment in equity method investee On July 20, 2012, the Company entered into a joint venture agreement with a company that produces concrete pipe and precast to form Concrete Pipe & Precast LLC (“CP&P”) . The Company contributed plant assets and related inventory from nine operating locations as part of the agreement to form CP&P and in return for the contribution the Company obtained a 50% ownership stake in the joint venture through its 500 Common Unit voting shares in CP&P. The Company owns 50% of CP&P voting common stock. The Company has recorded its investment in the Common Unit voting shares in accordance with ASC 323, Investments – Equity Method and Joint Ventures , under the equity method of accounting. As part of the Acquisition in 2015, the Company determined the fair value of the assets purchased, including its investment in CP&P, in accordance with ASC 805. As part of that process the Company assigned a value of $56.3 million to the investment as of the date of Acquisition. As of December 31, 2017 and 2016, the Company's investment in CP&P amounted to $54.4 million and $55.2 million , respectively, which is included within the Drainage Pipe & Products segment. At December 31, 2017, the difference between the amount at which the Company's investment is carried and the amount of the Company's share of the underlying equity in net assets of CP&P was approximately $13.2 million . This difference relates to the Company's fair value assessment of the investment as part of the Acquisition, and this basis difference was primarily attributed to the value of land and equity method goodwill associated with the investment. |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consist of the following at December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Machinery and equipment $ 343,827 $ 329,871 Land, buildings and improvements 144,273 142,105 Other equipment 5,141 2,592 Construction-in-progress 30,295 43,855 Total property, plant and equipment 523,536 518,423 Less: accumulated depreciation (110,964 ) (65,509 ) Property, plant and equipment, net $ 412,572 $ 452,914 Depreciation expense totaled $60.2 million , $ 54.1 million , $20.7 million , and $4.4 million for the years ended December 31, 2017 and 2016 , for the period from March 14, 2015 to December 31, 2015, and for the period from January 1, 2015 to March 13, 2015, respectively, which is included in cost of goods sold and selling, general and administrative expenses in the statements of operations. Impairments The Company recorded impairment charges primarily in conjunction with plant closings undertaken for purposes of achieving operating efficiencies and recognized asset impairment charges for its property, plant and equipment of $ 0.9 million and $ 0.03 million , for the period from March 14, 2015 to December 31, 2015, and for the period from January 1, 2015 to March 13, 2015, respectively. No impairment charges were recognized for the year ended December 31, 2016. For the year ended December 31, 2017 , the Company recorded $7.5 million of impairment charges primarily related to assets held for sale in conjunction with the sale of its U.S. concrete and steel pressure pipe business. See Note 21, Discontinued operations and divestitures for additional details . Asset impairments are included in impairment and exit charges on the statements of operations. |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets, net | Goodwill and other intangible assets, net The Company has goodwill which has been recorded in connection with its acquisition of businesses. The following table summarizes the changes in goodwill by operating segment for the years ended December 31, 2017 and December 31, 2016 (in thousands) : 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 Goodwill is required to be tested for impairment at the reporting unit level. The Company has three reporting units which have goodwill. The Company uses a combination of an income approach and a market approach to determine the fair value of the reporting unit. The income approach uses a reporting unit's estimated future cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. The market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics to the reporting unit. The calculation of business enterprise value is based on significant unobservable inputs, such as price trends, customer demand, material costs and discount rates, and are classified as Level 3 in the fair value hierarchy. The Company's impairment determinations involve significant assumptions and judgments, as discussed above. Differing assumptions regarding any of these inputs could have a significant effect on the various valuations. During the second quarter of 2017, the Company performed interim goodwill impairment testing of our Canadian concrete pressure pipe reporting unit after identifying indicators it was more-likely-than-not the reporting unit's carrying value was in excess of its fair value. The reporting unit's operating results are primarily driven by large contractual projects, for which future demand has not materialized, driving changes in the valuations inputs and assumptions supporting the reporting unit's fair value. As a result of the interim impairment testing, the Company determined the carrying value of the reporting unit's goodwill was fully impaired and a goodwill impairment charge of $3.0 million was recorded during the second quarter of 2017. The Company performed its annual goodwill impairment test as of October 1, 2017 and 2016 by conducting a quantitative analysis for all of the Company’s reporting units. As a result of our annual testing for 2017 and 2016, none of the reporting units with goodwill as of our testing date had carrying values in excess of their fair values. Therefore , the Company determined that no impairments were required. Upon early adoption of ASU 2017-04 (see Note 2, Summary of significant accounting policies), the Company began using a one-step quantitative approach that compares the business enterprise value of each reporting unit with its carrying value. As of December 31, 2017 , the Company believed that the recorded balances of goodwill were recoverable; however, there can be no assurance that goodwill will not be impaired in future periods. Intangible assets other than goodwill at December 31, 2017 included the following (in thousands) : 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 Intangible assets other than goodwill at December 31, 2016 included the following (in thousands) : Weighted average amortization period (in years) Gross carrying amount as of December 31, 2016 Accumulated amortization Net carrying value as of December 31, 2016 Customer relationships 10 $ 232,590 $ (22,653 ) $ 209,937 Trade names 10 39,220 (4,449 ) 34,771 Patents 10 23,557 (2,884 ) 20,673 Customer backlog 0.5 12,900 (11,272 ) 1,628 Non-compete agreements 5 9,918 (2,508 ) 7,410 In-Process R&D Indefinite-lived 6,692 — 6,692 Other 11 529 (42 ) 487 Total intangible assets $ 325,406 $ (43,808 ) $ 281,598 Amortization expense totaled $55.4 million , $39.4 million , $4.4 million and $0.0 million for the years ended December 31, 2017 and December 31, 2016 , for the period March 14, 2015 to December 31, 2015 and for the period from January 1, 2015 to March 13, 2015, respectively, which is included in selling, general and administrative expenses in the statements of operations. The estimated amortization expense relating to amortizable intangible assets for the next five years is as follows (in thousands) : Year ended Intangible assets subject to amortization 2018 $ 50,265 2019 43,602 2020 37,583 2021 29,743 2022 20,793 Total $ 181,986 |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement The Company's financial instruments consist primarily of cash and cash equivalents, trade and other receivables, derivative instruments, accounts payable, long-term debt, accrued liabilities and the tax receivable agreement obligation. The carrying value of the Company's trade receivables, other receivables, trade payables, the asset based revolver and accrued liabilities approximates fair value due to their short-term maturity or other terms related to these financial instruments. The Company may adjust the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. The estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured and recorded at fair value on a recurring basis are as follows for the dates indicated (in thousands) : 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 Fair value measurements at December 31, 2016 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, 2016 Recurring: Non-current liabilities Derivative liability — $ 372 — $ 372 Liabilities and assets classified as level 2 which are recorded at fair value are valued using observable market inputs. The fair values of derivative assets and liabilities are determined using quantitative models that utilize multiple market inputs including interest rates and exchange rates to generate continuous yield or pricing curves and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. The fair values of derivative assets and liabilities include adjustments for market liquidity, counter-party credit quality and other instrument-specific factors, where appropriate. In addition, the Company incorporates within its fair value measurements a valuation adjustment to reflect the credit risk associated with the net position. Positions are netted by counter-parties, and fair value for net long exposures is adjusted for counter-party credit risk while the fair value for net short exposures is adjusted for the Company’s own credit risk. The estimated carrying amount and fair value of the Company’s financial instruments and liabilities for which fair value is only disclosed is as follows (in thousands) : Fair value measurements at December 31, 2017 using Carrying Amount December 31, 2017 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 Non-current liabilities 2016 Senior Term Loan $1,193,787 — $1,151,981 — $1,151,981 Tax receivable agreement payable 117,563 — — 75,865 75,865 Fair value measurements at December 31, 2016 using Carrying Amount December 31, 2016 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, 2016 Non-current liabilities 2016 Senior Term Loan $1,000,983 — $1,064,395 — $1,064,395 Tax receivable agreement payable 160,783 — — 125,614 125,614 The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are supported by observable market transactions when available. The determination of the fair value of the tax receivable agreement payable was determined using a discounted cash flow methodology using level 3 inputs as defined by ASC 820. The determination of fair value required significant judgment, including estimates of the timing and amounts of various tax attributes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Actual results could differ from these estimates. |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities Accrued liabilities consist of the following at December 31, 2017 and December 31, 2016 (in thousands) : December 31, 2017 2016 Accrued payroll and employee benefits $ 26,597 $ 29,945 Accrued taxes 10,294 32,746 Accrued rebates 8,428 7,509 Short-term derivative liability 6,286 — Warranty 5,038 3,509 Environmental obligation 446 775 Other miscellaneous accrued liabilities 15,693 3,681 Total accrued liabilities $ 72,782 $ 78,165 |
Debt and deferred financing cos
Debt and deferred financing costs | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and deferred financing costs | Debt and deferred financing costs The Company’s debt consisted of the following (in thousands) : Successor December 31, December 31, 2017 2016 2016 Senior Term Loan, net of debt issue costs and original issuance discount of $41,580 and $46,392, respectively $ 1,193,787 $ 1,000,983 2016 Revolver, net of debt issue costs of $3,936 — 95,064 Total debt $ 1,193,787 $ 1,096,047 Less: current portion debt (12,510 ) (10,500 ) Total long-term debt $ 1,181,277 $ 1,085,547 The interest rate for both the 2015 Senior Term Loan and Junior Term Loan was set at LIBOR (with a 1% floor) plus a margin of 5.5% and 9.5% , respectively. The 2016 Senior Term Loan's interest rate is set at LIBOR (with a 1% floor) plus a margin of 3.0% . The Company incurred $84.4 million of cash interest expense for the twelve months ended December 31, 2016 , $6.9 million of which was paid by affiliates of the Company. Interest on the 2016 Revolver is floating, based on a reference rate plus an applicable margin. The weighted average annual interest rate on the 2016 Revolver was 2.69% for the twelve months ended December 31, 2017 . The weighted average annual interest rate on the 2015 Revolver was 2.45% for the twelve months ended December 31, 2016. In addition, Forterra pays a facility fee of between 20.0 and 32.5 basis points per annum based upon the utilization of the total 2016 Revolver facility. Availability under the 2016 Revolver at December 31, 2017 based on draws, and outstanding letters of credit and allowable borrowing base was $274.5 million . As of December 31, 2017 , scheduled maturities of long-term debt are as follows (in thousands) : 2016 Senior Term Loan 2018 $ 12,510 2019 12,510 2020 12,510 2021 12,510 2022 12,510 Thereafter: 1,172,817 $ 1,235,367 Refinancing Concurrent with the completion of the IPO, in the Refinancing the Company entered into the 2016 Revolver for working capital and general corporate purposes and the 2016 Senior Term Loan, the proceeds of which, together with the proceeds from the IPO, were used to repay in full the Junior Term Loan of $260.0 million , the 2015 Senior Term Loan of $1.04 billion , and the existing balance under the 2015 Revolver, in addition to related expenses associated with the IPO and Refinancing. Immediately subsequent to the completion of the IPO, Forterra had $125.0 million outstanding on its 2016 Revolver and $1.05 billion on its 2016 Senior Term Loan. The $260.0 million repayment toward the Junior Term Loan represented a full repayment of the outstanding principal on that loan, resulting in a related write-off of issue discounts and capitalized issuance costs of approximately $22.4 million . The repayment also triggered a prepayment penalty of approximately $7.8 million , which, combined with the write-off of issue discounts and capitalized issuance costs are included in interest expense on the 2016 statement of operations. The 2016 Senior Term Loan provides for a $1.05 billion senior secured term loan that was made available to a newly formed direct subsidiary of Forterra. Subject to the conditions set forth in the term loan agreement, the 2016 Senior Term Loan may be increased by (i) up to the greater of $285.0 million and 1.0x consolidated EBITDA of Forterra and its restricted subsidiaries for the four quarters most recently ended prior to such incurrence plus (ii) the aggregate amount of any voluntary prepayments, plus (iii) an additional amount, provided certain financial tests are met. Effective May 1, 2017 the Company amended the 2016 Senior Term Loan to increase the principal outstanding by an additional $200.0 million and to reduce the interest margins applicable to the full balance of the 2016 Senior Term Loan by 50 basis points such that applicable margin based on LIBOR was reduced from 3.50% to 3.00% . The net proceeds from the incremental term loan of $196.8 million were used to pay down a portion of the outstanding balance on the 2016 Revolver. This amendment had no effect on the Company's ability to increase the size of the 2016 Senior Term Loan under the original provisions. The 2016 Senior Term Loan matures on October 25, 2023 and is subject to quarterly amortization equal to 0.25% of the initial principal amount. Interest accrues on outstanding borrowings thereunder at a rate equal to LIBOR (with a floor of 1.0% ) or an alternate base rate, in each case plus a margin of 3.00% or 2.00% , respectively. The obligations of the borrower under the 2016 Senior Term Loan are guaranteed by Forterra and each of its direct and indirect material wholly-owned domestic subsidiaries other than any of Forterra's Canadian subsidiaries and certain other excluded subsidiaries, or the Guarantors. The 2016 Senior Term Loan is secured by substantially all of the assets of Forterra, the borrower and the Guarantors; provided that the obligations under the 2016 Senior Term Loan are not secured by any liens on more than 65% of the voting stock of the Canadian subsidiaries or assets of the Canadian subsidiaries. The 2016 Senior Term Loan contains customary representations and warranties, and affirmative and negative covenants, that, among other things, restrict the ability of Forterra and its restricted subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and pay dividends and make distributions. The 2016 Senior Term Loan does not contain any financial covenants. Obligations under the 2016 Senior Term Loan may be accelerated upon certain customary events of default (subject to grace periods, as appropriate). The 2016 Revolver provides for an aggregate principal amount of up to $300.0 million , with up to $280.0 million to be made available to the U.S. borrowers and up to $20.0 million to be made available to the Canadian borrowers (the allocation may be modified periodically at the Company's request). Subject to the conditions set forth in the revolving credit agreement related to the 2016 Revolver, or the 2016 Credit Agreement, the 2016 Revolver may be increased by up to the greater of (i) $100.0 million and (ii) such amount as would not cause the aggregate borrowing base to be exceeded by more than $50.0 million . Borrowings under the 2016 Revolver may not exceed a borrowing base equal to the sum of (i) 100% of eligible cash, (ii) 85% of eligible accounts receivable and (iii) the lesser of (a) 75% of eligible inventory and (b) 85% of the orderly liquidation value of eligible inventory, with the U.S. and Canadian borrowings being subject to separate borrowing base limitations. The advance rates for accounts and inventory are subject to increase by 2.5% during certain periods. The 2016 Revolver matures on October 25, 2021. The facility will also provide for the issuance of letters of credit of up to an agreed sublimit. Interest will accrue on outstanding borrowings at a rate equal to LIBOR or CDOR plus a margin ranging from 1.25% to 1.75% per annum, or at an alternate base rate, Canadian prime rate or Canadian base rate plus a margin ranging from 0.25% to 0.75% per annum, in each case, based upon the average excess availability under the 2016 Revolver for the most recently completed calendar quarter. The obligations of the borrowers under the 2016 Revolver is guaranteed by Forterra and its direct and indirect wholly-owned restricted subsidiaries other than certain excluded subsidiaries; provided that the obligations of the U.S. borrowers is not guaranteed by the Canadian subsidiaries. The 2016 Revolver is secured by substantially all of the assets of the borrowers; provided that the obligations of the U.S. borrowers are not secured by any liens on more than 65% of the voting stock of the Canadian subsidiaries or assets of the Canadian subsidiaries. Covenants, Events of Default and Provisions The 2016 Revolver contains customary representations and warranties, and affirmative and negative covenants, including representations, warranties, and covenants that, among other things, restrict the ability of Forterra and its restricted subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and pay dividends and make distributions. The 2016 Credit Agreement contains a financial covenant restricting Forterra from allowing its fixed charge coverage ratio to drop below 1.00 :1.00 during a compliance period, which is triggered when the availability under the 2016 Revolver falls below a threshold set forth in the 2016 Credit Agreement. Obligations under the 2016 Credit Agreement may be accelerated upon certain customary events of default (subject to grace periods, as appropriate). The fixed charge coverage ratio is the ratio of consolidated earnings before interest, depreciation, and amortization, or EBITDA, less cash payments for capital expenditures and income taxes to consolidated fixed charges (interest expense plus scheduled payments of principal on indebtedness). 2015 Senior Term Loan, Junior Term Loan, and Revolving Credit Facility In connection with the financing of the Acquisition, LSF9 entered into the 2015 Senior Term Loan for borrowings of $635.0 million , the Junior Term Loan for borrowings of $260.0 million , and drew $45.0 million the 2015 Revolver. Approximately $515.5 million was the obligation of Forterra as a joint and several obligation under ASC 405-40, Obligations Resulting from Joint and Several Liability Arrangements . See also Note 1, Basis of Presentation-Successor. In October 2015, the Company increased the size of the 2015 Senior Term Loan by $240.0 million for the Cretex Acquisition. Additionally, in April 2016, the Company's capacity on the 2015 Revolver was increased to $285.0 million . In conjunction with the issuance of debt related to the Acquisition and the Cretex Acquisition, LSF9 incurred $71.6 million of debt issuance costs and debt discounts; of which $51.9 million was attributed to the Company debt obligation. The Initial Credit Agreements were secured by substantially all of the assets of the Company. In April 2016, LSF9 borrowed $205.0 million on the 2015 Revolver in order to finance the USP Acquisition of which $203.4 million was repaid during April 2016 with proceeds from an affiliated entity controlled by LSF9 but not included among the legal entities that comprise the Company. In connection with the additional proceeds obtained in April 2016 which benefited the Company, under ASC 405-40 , Obligations Resulting from Joint and Several Liability Arrangements, the Company assumed an additional obligation of $203.4 million that was recognized as an increase to the Company’s allocated share of the 2015 Senior Term Loan balance with an associated increase in debt issuance fees and discount related to the Senior Term Loan of $8.9 million . The affiliated entity was subsequently released as a co-obligor and its joint and several liability under terms of all of the 3 rd party credit agreements. On June 17, 2016, LSF9 borrowed an incremental $345.0 million on the 2015 Senior Term Loan and used the proceeds to pay a dividend of $338.3 million , net of debt issuance costs, to the shareholders of LSF9. The dividend was recorded as a return of capital. LSF9 incurred debt issuance fees and discount of $6.7 million in connection with the issuance of the debt. The incremental borrowings incurred interest at the same rate as the 2015 Senior Term Loan. Under ASC 405-40 Obligations Resulting from Joint and Several Liability Arrangements , the Company recognized the full amount of the incremental borrowing, net of related issuance costs and discount, as an obligation in the consolidated balance sheet. Joint and Several Obligations As discussed above, prior to the Refinancing, the Company recorded debt on its balance sheet under ASC 405-40, Obligations Resulting from Joint and Several Liability Arrangements . The Company and the affiliates of LSF9 were co-obligors and jointly and severally liable under terms of the Initial Credit Agreements. The Company’s allocated portion of the $940.0 million of third party debt used to finance the Acquisition was $515.5 million . The initial obligation of $515.5 million was reflected on the Company’s consolidated balance sheet at the Acquisition date as $254.9 million of 2015 Senior Term Loan, $260.0 million of Junior Term Loan and $0.6 million of 2015 Revolver obligations. The remaining $424.5 million of the debt was allocated to affiliates of LSF9 that are not included in these financial statements based on the amounts affiliates of LSF9 have fully repaid. In April of 2016, the Company’s affiliate co-obligors were released from joint and several liability under the Initial Credit Agreements. The Company was consequently the sole source of repayment for its $515.5 million share for the initial obligation under the Initial Credit Agreements, as well as other obligations recorded on the balance sheet. In addition to the initial debt obligation of $515.5 million recorded by the Company, additional 2015 Senior Term Loan borrowings of $240.0 million that in October 2015 were used to finance the Cretex Acquisition were allocated in full to the Company. In April 2016, LSF9 borrowed an additional $205.0 million on the 2015 Revolver to finance the USP Acquisition. On April 26, 2016, affiliates of the Company under control of LSF9 but not included in Forterra repaid $203.4 million of the 2015 Revolver balance that was drawn in April 2016 and $176.7 million of the 2015 Senior Term Loan, after which the other affiliates were released as obligors to the loan and the Company became the sole source of repayment under the LSF9 debt agreement. The Company reflected the increased obligation as an increase in the 2015 Senior Term Loan in order to reflect the change in its obligation as a result of the additional borrowings of LSF9. A proportionate amount of debt issuance costs and discount related to the increased obligation under the 2015 Senior Term Loan was also allocated to the Company at the time of the increased obligation. Additionally, in June 2016, LSF9 incurred an additional $345.0 million of 2015 Senior Term Loan debt used to pay a dividend of $338.3 million to Lone Star which was attributed to the Company as an additional obligation under the 2015 Senior Term Loan. Lines of Credit and Other Debt Facilities The Company had stand-by letters of credit outstanding of $15.1 million as of December 31, 2017 which reduce the borrowings available under the Revolver. |
Other long-term liabilities
Other long-term liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other long-term liabilities | Other long-term liabilities Other long-term liabilities consist of the following for the years ended December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Workers' compensation $ 9,455 $ 9,864 Deferred rent 8,242 2,776 Capital lease obligation 4,155 3,710 Employee benefits 2,227 2,524 Insurance 1,335 951 Environmental remediation liability 1,162 901 Other miscellaneous long-term liabilities 2,611 2,527 $ 29,187 $ 23,253 |
Derivatives and hedging
Derivatives and hedging | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and hedging | Derivatives and hedging The Company uses derivatives to manage selected foreign exchange and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes, and cash flows from derivative instruments are included in net cash provided by (used in) operating activities in the statements of cash flows. At December 31, 2017 , the Company had foreign exchange forward contracts, designated as net investment hedges in accordance with ASC 815-20 Derivatives - Hedging , which allows for the effective portion of the changes in the fair value of the instruments to be captured in accumulated other comprehensive income, and ineffective portion recorded in earnings. These instruments were novated to Forterra by an affiliate concurrent with the Reorganization, directly prior to the Refinancing and IPO and have a termination date of March 2018. Any change in value of the designated portion of the hedging instruments is recorded in AOCI, offsetting the foreign currency translation adjustment of the related net investments that is also recorded in AOCI. Our net investment hedges are intended to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. Cumulative changes in fair value recorded in AOCI are reclassified into earnings upon the sale or complete or substantially complete liquidation of the foreign entity. Any hedge ineffectiveness is recorded immediately in current period earnings. The Company did not have any ineffectiveness related to net investment hedges during the years ended December 31, 2017 and 2016. O n February 9, 2017, Forterra entered into interest rate swap transactions with a combined notional value of $525 million . Under the terms of the swap transactions, Forterra agreed to pay a fixed rate of interest of 1.52% and receive floating rate interest indexed to one-month LIBOR with monthly settlement terms with the swap counterparties. The swaps have a three -year term and expire on March 31, 2020. The interest rate swaps are not designated as cash flow hedges, therefore all changes in the fair value of these instruments are captured as a component of interest expense in the statements of operations. The instruments the Company previously held included foreign exchange forward contracts and fixed-for-float cross currency swaps entered into in March of 2016. The related notional were settled in connection with the Reorganization and Refinancing, resulting in a net cash settlement of approximately $1.3 million paid by the Company in the fourth quarter of 2016. The fixed-for-float cross currency swaps were designated as cash flow hedges, thus the balances which had accumulated in other comprehensive income were recognized in the statement of operations in the fourth quarter of 2016. The foreign exchange forward contracts were not designated as hedge instruments; therefore changes in fair value related to these instruments were recognized immediately in earnings as other operating expenses in the statements of operations. The foreign exchange forward contracts previously entered into in May 2015 were accelerated in March 2016 for proceeds of $6.5 million . Proceeds from the settlement of the currency swaps were used to make payments on the outstanding balance on the 2015 Revolver. A quantitative analysis is utilized to assess hedge effectiveness for the hedges. The Company assesses the hedge effectiveness and measures the amount of ineffectiveness for the hedge relationships based on changes in forward exchange rates. The Company elects to present all derivative assets and derivative liabilities on a net basis on its balance sheets when a legally enforceable International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreement exists. An ISDA Master Agreement is an agreement between two counterparties, which may have multiple derivative transactions with each other governed by such agreement, and such ISDA Master Agreement generally provides for the net settlement of all or a specified group of these derivative transactions, through a single payment, in a single currency, in the event of a default on, or affecting any, one derivative transaction or a termination event affecting all, or a specified group of, derivative transactions. At December 31, 2017 and 2016, the Company’s derivative instruments fall under an ISDA master netting agreement. The following table presents the fair values of derivative assets and liabilities in the balance sheets (in thousands) : 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 December 31, 2016 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Foreign exchange forward contracts $ — $ — $ 92,961 $ 372 Total derivatives, gross — 372 Less: Legally enforceable master netting agreements — — Total derivatives, net $ — $ 372 The following table presents the effect of derivative instruments on the statements of operations (in thousands) : Year ended December 31, Year ended December 31, 2017 2016 Net investment hedges Foreign exchange forward contracts Gain (loss) on derivatives recognized in Accumulated other comprehensive loss $ (3,548 ) $ 215 Derivatives not designated as hedges Foreign exchange forward contracts Gain (loss) on derivatives not designated as hedges in other operating income (expense) — (3,067 ) Interest rate swaps Gain on derivatives not designated as hedges included in interest expense 5,251 — Gain reclassified from Accumulated other comprehensive income into income: Other income (expense), net $ — $ 177 |
Sale-leaseback transaction
Sale-leaseback transaction | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Sale-leaseback transaction | Sale-Leaseback transaction On April 5, 2016, the Company 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, the Company 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, the Company and U.S. Buyer and an affiliate of the Canadian Buyer entered into master land and building lease agreements under which the Company agreed to lease back each of the properties for an initial term of twenty years , followed by one optional renewal term of 9 years, 11 months . Leaseback rental will escalate annually by 2% during the initial term and based on changes in the Consumer Price Index capped at 4% during the optional renewal period. The proceeds received from the sale-leaseback transactions net of transaction costs of $6.5 million amounted to $209.7 million . Prior to the Reorganization, the sale-leaseback transactions were considered to have one form of prohibited “continuing involvement” at the inception of the lease which preclude sale-leaseback accounting for transactions involving real estate in the financial statements of the Company because a guarantee by LSF9 provided the buyer-lessor or the lessor, as applicable, with additional collateral that reduced the buyer-lessor’s or the lessor's, as applicable, risk of loss. As a result, the assets subject to the sale-leaseback remained on the consolidated balance sheet and were depreciated. Additionally, the aggregate proceeds were recorded as a financing obligation in the consolidated balance sheet and under financing in the statements of cash flow. In October 2016, t he Company entered into agreements to replace the original guarantor, LSF9, with Forterra, as the new guarantor, effective immediately following completion of the Reorganization. Due to the change in guarantor, the Sale Leaseback qualified for sales recognition and was classified as an operating lease beginning October 2016. Associated with the sale, in October 2016, the Company recognized a loss on the statement of operations of $19.6 million and a deferred gain of $81.5 million . The Company is amortizing the deferred gain over the life of the lease. As of December 31, 2017, the non-current portion of the deferred gain was $75.7 million and the current portion of the deferred gain was $2.8 million in other current liabilities in the consolidated balance sheet. As of December 31, 2016, the non-current portion of the deferred gain was $78.2 million and the current portion of the deferred gain was $2.8 million in other current liabilities in the consolidated balance sheet. During the year ended December 31, 2017, the Company recognized $20.9 million of rent expense in cost of goods sold for operating leases, related to payments made under the sales leaseback transaction. During the year ended December 31, 2016, the Company recognized $9.3 million of interest expense under the financing obligation in interest expense and $4.3 million of rent expense in cost of goods sold for operating leases, related to payments made under the sales leaseback transaction, respectively. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company is involved in legal proceedings and litigation in the ordinary course of business. In the opinion of management, the outcome of such matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Other than routine litigation incidental to the Company's business and those matters described below, there are no material legal proceedings to which the Company is a party or to which any of the Company’s properties are subject. In connection with the earnout contingency described in Note 3, the Acquisition included contingent consideration of up to $100.0 million if and to the extent the 2015 financial results of the businesses acquired by Lone Star in the Acquisition, including the Company and HC's former building products business in the United Kingdom, exceeded a specified Adjusted EBITDA target for fiscal year 2015, as calculated pursuant to the terms of the purchase agreement. If such Adjusted EBITDA calculation exceeds the specified target, LSF9, and therefore, Forterra would be required to pay HC an amount equal to a multiple of such excess Adjusted EBITDA, with any payment capped at $100.0 million . In April 2016, the Company provided an earnout statement to HC demonstrating that no payment was required. On June 13, 2016, HC provided notification that it is disputing, among other things, the Company’s calculation of Adjusted EBITDA under the purchase agreement and asserting that a payment should be made in the amount of $100.0 million . The Company does not believe HeidelbergCement’s position has merit and intends to vigorously oppose HeidelbergCement's assertions. On October 5, 2016, affiliates of HeidelbergCement filed a lawsuit in the Delaware Court of Chancery seeking specific performance and claiming access to the Company's books, records, and personnel; seeking a declaratory judgment concerning the scope of the neutral accounting expert’s authority; and in the alternative, cla im ing a breach of contract and seeking the $100.0 million and other damages or the Delaware Action. In November 2016, the defendants filed a motion to dismiss the Delaware Action, and on January 6, 2017, the plaintiffs filed a First Amended Complaint. The defendants filed a motion to dismiss the First Amended Complaint on February 22, 2017, requesting that the Court dismiss all claims in the Delaware Action. On December 8, 2017, the court granted the defendants' Motion to Dismiss the First Amended Complaint in the Delaware Action, finding that the earnout dispute should be heard before a neutral accounting arbitrator as set forth in the purchase agreement. The court further found that any claims that required to be brought as indemnification claims under the purchase agreement were time-barred by the contractual limitations period. The plaintiffs in the Delaware Action filed a Motion for Clarification and Reargument of the Court's December 8, 2017 Memorandum Opinion, which the court denied on February 7, 2018. The plaintiffs in Delaware Action may appeal the court's ruling. In addition, an arbitration proceeding before a neutral accountant to calculate adjusted EBITDA under the purchase agreement may commence in the future. As a result of the Reorganization, the defendants in the Delaware Action are no longer part of the Company and its consolidated subsidiaries, however the Company remains the liable party in this matter. As of December 31, 2017 , no liability for this contingency has been accrued as payment of any earnout is not considered probable. However, the outcome of this matter is uncertain, and no assurance can be given to the ultimate outcome of the resulting proceedings. If the Company is unsuccessful in resolving the dispute, it could recognize a material charge to its earnings. Beginning on August 14, 2017, four plaintiffs filed putative class action complaints in the United States District Court for the Eastern District of New York against a group of defendants that varies by complaint but includes the Company, certain members of senior management, the Board of Directors, Lone Star and certain of its affiliates, and certain banks that acted as underwriters of the IPO (collectively or in groups that vary by complaint, the “defendants”). On August 14, 2017, a putative class action complaint was filed by Charles Forrester; on August 16, 2017, a putative class action complaint was filed by Supanin Disayawathana; on August 23, 2017 a putative class action complaint was filed by Matthew Spindler; and on September 27, 2017, a putative class action complaint was filed by Nancy Maloney (the four complaints together, the Securities Lawsuits). The Securities Lawsuits are brought by each plaintiff individually and on behalf of all persons who purchased Company securities during an alleged class period that varies by complaint, but generally begins with the IPO in October 2016 and lasts through a range of dates from May 12, 2017 through August 14, 2017. The Securities Lawsuits generally allege that the Company's registration statement on Form S-1 filed in connection with the IPO, or the Registration Statement, and in the case of certain complaints, statements made by the Company or the individual defendants at times after the IPO, contained false or misleading statements and/or omissions of material facts relating to (1) the lack of growth from organic sales versus sales from acquisitions, and the lack of organic growth related thereto, (2) increased pricing pressure on the Company's products, (3) softness in the concrete and steel pressure pipe business, (4) operational problems at plants, including problems relating to defective products, (5) unpaid invoices for products and services that resulted in understated expenses, (6) an undisclosed material weakness in internal controls related to inventory, and (7) an undisclosed material weakness in internal controls relating to bill and hold transactions. The Securities Lawsuits generally assert claims under Section 11 of the Securities Act of 1933, as amended, or the Securities Act, Section 15 of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and they seek (1) class certification under the Federal Rules of Civil Procedure, (2) damages in an amount to be proven at trial, (3) prejudgment and post-judgment interest, (4) an award of reasonable costs and expense of plaintiffs, including counsel and expert fees, (5) an award of rescission or a rescissory measure of damages, and (6) equitable or other relief as deemed appropriate by the court. On October 13, 2017, three competing motions were filed for consolidation of the Securities Lawsuits and for appointment of an individual or group of individuals as lead plaintiff in the consolidated case under the Private Securities Litigation Reform Act of 1995. Responses to the competing motions were filed on October 27, 2017, at which time one motion was withdrawn and on November 3, 2017, one of the moving parties, Wladislaw Maciuga, filed a Notice of Non-Opposition with the Court, noting that he was unopposed as lead plaintiff. The court has not yet made its lead plaintiff determination. On February 5, 2018, Nancy Maloney filed a Notice of Voluntary Dismissal of her case without prejudice to refiling at a later date. The Company intends to defend the Securities Lawsuits vigorously. Given the stage of the proceedings, the Company cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from the Securities Lawsuits. Long-term incentive plan Following the Acquisition, Lone Star implemented a cash-based long term incentive plan (the “LTIP”), which entitles the participants in the LTIP a potential cash payout upon a liquidity event as defined by the LTIP. Potential liquidity events include the sale, transfer or otherwise disposition of all or a portion of the Company or successor entities of LSF9, an initial public offering where Lone Star sells all or a portion of their direct and interests in the Company or successor entities of LSF9, or through certain cash distribution as defined in the LTIP. Before the payout of any cash the LTIP requires Lone Star realize in cash the full return of their investment plus a specified internal rate of return, which is calculated by comparing the return to Lone Star over the timeline of its investment in the Company and certain successor entities of LSF9. As of December 31, 2017, no such liquidity events that meet the required return for an LTIP payment have occurred, and therefore no amounts were accrued in the accompanying consolidated balance sheet. While no payments have occurred thus far, payments under the LTIP could be significant depending upon future liquidity events. The timing and amount of such payments are unknown and is dependent upon future liquidity events and market conditions that are outside of the control of the Company or the participants of the plan. Subsequent to the IPO, Forterra became directly liable for any payment obligations triggered under the LTIP, but LSF9 or one of its affiliates will remain obligated to make payments to the Company in amounts equal to any payment obligations triggered under the LTIP as and when such payment obligations are triggered. Operating leases The Company leases certain property and equipment for various periods under non-cancelable operating leases. Future minimum lease payments under such agreements as of December 31, 2017 , net of non-cancelable subleaeses, were approximately: 2018 $ 31,509 2019 29,060 2020 27,531 2021 25,213 2022 24,941 Thereafter 569,882 $ 708,136 Tax receivable agreement In connection with the IPO, the Company entered into a tax receivable agreement, or the TRA with Lone Star that provides for, among other things, the payment by the Company to Lone Star of 85% of the amount of certain covered tax benefits, which may reduce the actual liability for certain taxes that the Company might otherwise be required to pay. The tax benefits subject to the tax receivable agreement include: (i) all depreciation and amortization deductions, and any offset to taxable income and gain or increase to taxable loss, resulting from the tax basis that the Company had in its assets as of the time of the consummation of the IPO, (ii) the utilization of the Company's and its subsidiaries’ net operating losses and tax credits, if any, attributable to periods prior to the IPO, (iii) deductions in respect of payments made, funded or reimbursed by an initial party to the tax receivable agreement (other than the Company or one of its subsidiaries) or an affiliate thereof to participants under the LTIP, (iv) deductions in respect of transaction expenses attributable to the USP Acquisition and (v) certain other tax benefits attributable to payments made under the tax receivable agreement. For purposes of the tax receivable agreement, the aggregate reduction in income tax payable by the Company will be computed by comparing the Company's actual income tax liability with its hypothetical liability had it not been able to utilize the related tax benefits. The agreement will remain in effect for the period of time in which all such related tax benefits remain. The Company accounts for potential payments under the tax receivable agreement as a contingent liability, with amounts accrued when considered probable and reasonably estimable. As of the IPO date, the Company recorded a $160.8 million liability and a reduction to additional paid-in-capital related to the tax receivable agreement for the undiscounted value of probable future payments. Net of tax effects of $18.5 million , the net reduction to additional paid-in-capital related to the initial liability for the tax receivable agreement issued in connection with the IPO was $142.3 million . The passage of the TCJA described in Note 19 significantly reduced the Company's anticipated liability under the TRA. The current period reduction in the TRA liability resulted in $46.2 million of non-operating income recognized in the Company's statement of operations for the year ended December 31, 2017 d ue primarily to the decrease in the federal corporate tax rate. Net of other adjustments, the Company's TRA liability at December 31, 2017 is $117.6 million . The timing and amount of future tax benefits associated with the tax receivable agreement are subject to change, and additional payments may be required which could be materially different from the current accrued liability. The Company anticipates that it will have sufficient taxable income in future periods to realize the full value of the obligation recorded. Future tax receivable agreement payments related to the tax basis of assets at the time of the IPO will be recorded as a reduction to the liability and will be recorded as a financing activity in the statement of cash flows. No payments have been made as of December 31, 2017. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share ( “ EPS ” ) is calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. Potentially dilutive securities include employee stock options and shares of restricted stock. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities. The restricted shares are considered participating securities for the purposes of our EPS calculation. As described in Note 1, during 2016 the building products operations of LSF9 were transferred to Forterra, Inc. in an internal reorganization under common control. Contemporaneously with this transaction, 3.75 million shares were issued by Forterra, Inc. to affiliate entities. For purposes of calculating earnings (loss) per share, weighted average shares prior to the Reorganization have been retroactively adjusted to give effect to the Reorganization for all historical periods presented in the Successor financial statements. The computations of earnings (loss) per share for periods prior to our IPO do not include the shares issued in connection with the IPO. The calculations of the basic and diluted EPS for the years ended December 31, 2017 and 2016 and the period from March 14, to December 31, 2015 are presented below (in thousands, except per share data): Year ended December 31, Year ended December 31, March 14, to December 31, 2017 2016 2015 Loss from continuing operations $ (2,060 ) $ (11,090 ) $ (74,178 ) Discontinued operations, net of tax — 3,484 (8,608 ) Net loss $ (2,060 ) $ (7,606 ) $ (82,786 ) Common stock: Weighted average basic shares outstanding 63,801 49,053 45,369 Effect of dilutive securities - stock options — — — Weighted average diluted shares outstanding 63,801 49,053 45,369 Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.03 ) $ (0.23 ) $ (1.63 ) Income (loss) from discontinued operations, net of taxes $ — $ 0.07 $ (0.19 ) Net earnings (loss) $ (0.03 ) $ (0.16 ) $ (1.82 ) Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.03 ) $ (0.23 ) $ (1.63 ) Income (loss) from discontinued operations, net of taxes $ — $ 0.07 $ (0.19 ) Net income (loss) $ (0.03 ) $ (0.16 ) $ (1.82 ) Potential dilutive common shares were anti-dilutive as a result of the Company's net loss for the years ended December 31, 2017 and December 31, 2016. As a result, basic weighted average shares were used in the calculations of basic earnings per share and diluted earnings per share for those periods. The number of stock options that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts for the years ended December 31, 2017 and December 31, 2016 was 206,254 and 71,372 , respectively. The number of restricted shares that were excluded from the computation of diluted earnings per share because their inclusion would result in an anti-dilutive effect on per share amounts was 3,353 and none for the years ended December 31, 2017 and December 31, 2016, respectively. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee benefit plans | Employee benefit plans Defined Contribution Plans - Successor The Company’s employees are able to participate in a 401K defined contribution plan. The Company contributes funds into this plan subject to certain limits. For the years ended December 31, 2017 and December 31, 2016 , and the period March 14, 2015 through December 31, 2015, the Company recorded an expense of $11.3 million , $10.5 million and $ 6.4 million , respectively . For the period from January 1 through March 13, 2015, the Company recorded an expense of $1.4 million for the Predecessor’s participation in a similar plan sponsored by HC. Defined Benefit Pension Plans and Other Post-Retirement Benefits - Predecessor Employees of the Predecessor participated in defined benefit plans as described below that were both sponsored by the Predecessor and sponsored by others. The combined Predecessor financial statements have been prepared on a historical basis reflecting the applicable liabilities and financial statement disclosures related to the defined benefit plans participated in under HC. The defined benefit obligations and disclosures do not necessarily reflect the costs the Predecessor would have incurred as a stand-alone entity. The related pension and post-retirement benefit liabilities were previously allocated to the Predecessor but were retained by HC subsequent to the Acquisition of the Company. The Company’s employees that are covered by collective bargaining agreements were historically participants in several union-sponsored, multi-employer pension plans (union-sponsored plans) for all periods included in the Predecessor financial statements. Neither the Company nor HC or its affiliates administered the union-sponsored plans. Contributions to the plans were determined in accordance with the provisions of negotiated labor contracts. The plans were accounted for as defined contribution plans as it is not possible to isolate the components of such plans that would collectively comprise the Company’s liability. In the event of plan termination or the Company’s withdrawal from a multi-employer plan, the Company may be liable for a portion of the plan’s unfunded vested benefit obligation, if any. In connection with the Acquisition, HC indemnified the Successor against liabilities that might arise as a result of withdrawal from the plans, net of any tax benefit that might result from tax deductible payments to settle the withdrawal liability. As of December 31, 2015, the Company had no remaining employees covered by multi-employer plans. The Company has received one notice of its exit liability from the associated plan. Affiliates of HC have reimbursed the Company for the exit liability, net of estimated federal income tax. The remaining plans have not communicated amounts associated with the Company's exit from the plans and the Company has not recorded an associated liability as the amount, if any, is not estimable. Canadian employee benefit plans The Canadian companies within the Predecessor sponsored several qualified and nonqualified pension plans and other postretirement benefit plans (“OPEB”) for substantially all of their employees. Such plans are defined benefit plans. The benefits provided under these plans are based primarily on years of credited service and final average pensionable pay as defined under the respective plan provisions. HC has retained the obligations arising as a result of these plans. |
Stock-based plans
Stock-based plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based plans | Stock-based plans 2016 Stock Incentive Plan Forterra has one equity compensation plan under which it has granted stock awards, the Forterra, Inc. 2016 Stock Incentive Plan, or the 2016 Incentive Plan. The 2016 Incentive Plan became effective October 19, 2016, upon the approval of the Company's sole equity-holder, and serves as the umbrella plan for the Company’s stock-based and cash-based incentive compensation programs for its directors, officers and other eligible employees. The aggregate number of shares of common stock that may be issued under the 2016 Incentive Plan may not exceed 5,000,000 shares. The board of directors has granted employees and independent directors options to purchase shares of common stock shares of restricted common stock and restricted stock units. The options and restricted shares awarded to employees are subject to either three -year or four -year vesting periods and the options and restricted shares awarded to independent directors are subject to a one -year vesting period. The awards of stock options granted under the 2016 Incentive Plan have a term of ten years. In accordance with ASC 718, Compensation-Stock Compensation , the Company recognizes stock-based compensation expense over the requisite service period for the entire award, which is generally the maximum vesting period of the award or over a shorter period when employee retirement eligibility is a factor , in an amount equal to the fair value of share-based payments, which include stock options granted and restricted stock awards to employees and non-employees members of Forterra's Board of Directors. The Company records stock-based compensation expense in cost of goods sold and selling, general, and administrative expenses. Stock-based compensation expense was approximately $3.7 million and $0.3 million for the years ended December 31, 2017 and December 31, 2016 , respectively. Stock Option Grants The value of the options is determined by using a Black-Scholes pricing model that includes the following variables: 1) exercise price of the instrument, 2) fair market value of the underlying stock on date of grant, 3) expected life, 4) estimated volatility and 5) the risk-free interest rate. The Company utilized the following weighted-average assumptions in estimating the fair value of the option grants in the years ended December 31, 2017 and December 31, 2016 : 2017 2016 Expected dividends — % — % Expected volatility 39.60 % 39.60 % Risk-free interest rate 0.86 % 0.35 % Expected lives in years 6 6.25 Weighted-average fair value of options: Granted at fair value $ 4.16 $ 6.95 Weighted-average exercise price of options: Granted at fair value $ 10.76 $ 18.00 The Black-Scholes model requires the use of subjective assumption including expectations of future dividends and stock price volatility. Expected volatility is calculated based on an analysis of historical and implied volatility measures for a set of Forterra's peer companies. The average expected life is based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. Such assumptions are only used for making the required fair value estimate and should not be considered as indicators of future dividend policy or stock price appreciation. Because changes in the subjective assumptions can materially affect the fair value estimate, and because employee stock option have characteristics significantly different from those of traded options, the use of the Black-Scholes option pricing model may not provide a reliable estimate of the fair value of employee stock options. A summary of the status of the Company's stock options is presented below: Shares Weighted Average Exercise Price (in thousands) Outstanding, December 31, 2015 — n/a Granted 361,590 $18.00 Exercised — n/a Forfeited (3,750 ) $18.00 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 Options vested or expected to vest at year end 108,613 $18.02 Options exercisable at year end 108,613 $18.02 As of December 31, 2017 , the Company has approximately $ 4.2 million of unrecognized stock option compensation cost related to unvested share-based compensation arrangements, which is expected to be recognized over a weighted average period of approximately 2.5 years. Restricted Stock Awards Restricted stock awards are non-vested stock awards that may include grants of restricted stock or restricted stock units. Restricted stock are share awards that entitle the holder to receive shares of the Company's common stock which become freely transferable upon vesting. Restricted stock has the same dividend and voting rights as common stock and is considered to be issued and outstanding upon grant. Restricted stock units are share awards denominated in units of the Company's common stock and are subject to a service condition. The restricted stock units do not have the voting rights of common stock, and the shares underlying restricted stock units are not considered issued and outstanding upon grant. Restricted stock awards are generally s ubject to forfeiture if employment terminates prior to the vesting date. The restricted stock awards generally vest one to four years from the date of grant. During the year ended December 31, 2016, pursuant to the 2016 Incentive Plan, the Company issued 136,900 restricted stock awards. The Company determined the grant-date fair value of the restricted stock awards granted during the year ended December 31, 2016 to be approximately $2.5 million based upon the initial public offering price of the Company's common stock which was concurrent with the grant date. During the year ended December 31, 2017, the Company issued 478,539 restricted stock awards with a weighted average grant-date fair value of approximately $6.2 million based on the closing price on the date of grant. The estimated compensation cost of the restricted stock awards, which is equal to the fair value of the awards on the date of grant, is recognized on a straight-line basis over the vesting period. The following table summarizes the activity for restricted stock and restricted stock units: Shares Weighted Average Grant Date Fair Value (in thousands) Unvested balance at December 31, 2015 — n/a Grants 136,900 $18.00 Forfeitures (2,250 ) $18.00 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 At December 31, 2017 , there was $ 4.7 million of total unrecognized compensation cost related to unvested restricted stock and restricted stock units and that cost is expected to be recognized over a weighted average period of 2.3 years. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes U.S. Tax Reform On December 22, 2017, the U.S. government enacted comprehensive tax reform legislation commonly known as the Tax Cuts and Jobs Act of 2017 (“TCJA”). Effective January 2018, the TCJA, among other things, reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deductibility of interest expenses, limits the deduction for net operating losses and eliminates net operating loss carrybacks, and modifies or eliminates many business deductions and credits. There are also provisions that may partially offset the benefit of the rate reduction, such as the repeal of the deduction for domestic production activities. The TCJA also includes international provisions, which generally establish a territorial-style system for taxing foreign source income of domestic multinational corporations and imposes a mandatory one-time transition tax on undistributed international earnings. Financial statement impacts include adjustments for, among other things, the remeasurement of deferred tax assets and liabilities. U.S. GAAP accounting for income taxes requires that Forterra record the impacts of any tax law change on our deferred income taxes in the quarter that the tax law change is enacted. Due to the complexities involved in accounting for the enactment of TCJA, SEC Staff Accounting Bulletin 118 allows the Company to provide a provisional estimate of the impacts of the TCJA in our earnings for the fourth quarter and year ended December 31, 2017. Accordingly, based on currently available information, the Company was able to reasonably estimate the impact of the TCJA and has recorded a provisional income tax benefit for the reduction in net deferred income tax liabilities of approximately $28.7 million , due to the remeasurement of net U.S. deferred tax liabilities at the lower 21% U.S. federal corporate income tax rate, offset by the recognition of a one-time transition tax on foreign earnings of $1.7 million . In addition, the Company recorded the pretax income effect of the change related to the Company's estimated tax receivable agreement obligation primarily due to the lower U.S. federal corporate income tax rate. See Note 15 for further discussion on the tax receivable agreement. The Company has assessed valuation allowance, uncertain tax positions and the indefinite reinvestment assertion implications of the TCJA. Since the Company has recorded provisional amounts related to the TCJA, any corresponding determination of the change required in such items is also provisional. Successor As of the date of the Acquisition, the consolidated Successor financial statements reflect a new tax basis of accounting as the Company includes taxable entities independent of the Predecessor. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates. All tax consequences associated with the Predecessor period were retained by HC. Predecessor The Company’s U.S. and non-U.S. operations have been historically included in certain HC consolidated tax returns. The tax provisions have been prepared on a stand-alone basis, as if the business was a separate group of companies under common ownership although the Company was included in the HC entities’ tax returns. The operations have been combined as if they were filing on a consolidated basis for U.S. and state income tax purposes as they were historically included in the consolidated U.S. Income tax returns and certain consolidated or unitary group state returns of the prior parent entity. The non-U.S. tax provision was determined on a stand-alone basis for each non-U.S. affiliate as these entities historically filed stand-alone returns as required by the jurisdiction in which they operate. The Company’s income (loss) from continuing operations before income taxes was as follows (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 U.S. companies $ (54,690 ) $ (80,425 ) $ (85,674 ) $ (2,424 ) Foreign companies 11,958 17,643 16,888 (90 ) Income (loss) from continuing operations before income taxes $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) The income tax benefit (expense) from continuing operations was as follows (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 Current income tax U.S. companies $ 21,539 $ (5,265 ) $ — — State (1,479 ) (6,370 ) (765 ) — Foreign companies (4,884 ) (7,599 ) (6,633 ) 3,491 Total current tax (expense) benefit 15,176 (19,234 ) (7,398 ) 3,491 Deferred income tax U.S. companies 26,866 59,084 — — State (1,658 ) 9,326 470 — Foreign companies 288 2,516 1,536 (2,749 ) Total deferred tax (expense) benefit 25,496 70,926 2,006 (2,749 ) Income tax (expense) benefit - continuing operations $ 40,672 $ 51,692 $ (5,392 ) $ 742 The rate reconciliation for continuing operations presented below is based on the U.S. federal statutory tax rate of 35% for the years and periods prior to 2017 because the predominant business activity is in the U.S. (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 Loss from continuing operations $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) Income tax benefit at statutory rate of 35% $ 14,956 $ 21,974 $ 24,075 $ 880 State income taxes, net of federal benefit 1,470 2,725 1,726 — Foreign rate differential 1,586 1,746 1,635 (226 ) Non-deductible expenses (1,233 ) (3,428 ) (949 ) — Change in valuation allowance (4,141 ) 28,597 (31,418 ) (2,223 ) Goodwill impairment (1,147 ) — — — Effect of TCJA 26,932 — — — Tax credits 497 — — — Other 1,752 78 (461 ) 2,311 Total income tax benefit (expense) $ 40,672 $ 51,692 $ (5,392 ) $ 742 The income tax benefit for the year ended December 31, 2017 is primarily attributable to provisional amounts recognized related to the enactment of the TCJA and losses from operations. The income tax benefit for the year ended December 31, 2016 is primarily attributable to the release of the Company’s U.S. federal and unitary state valuation allowance. In the year ended December 31, 2016, the Company recorded deferred income tax liabilities of $173.0 million through acquisition accounting for the acquisition of Sherman-Dixie Concrete Industries, Inc. and USP Holdings, Inc. These deferred tax liabilities are a source of future taxable income that makes realization of certain deferred tax assets more likely than not. The Company continues to maintain valuation allowance for certain separate company net state's deferred tax assets as well as for certain foreign jurisdictions. The income tax expense for the period from March 14, 2015 to December 31, 2015 is primarily attributable to the profitability of foreign operations. Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. The net deferred tax asset (liability) balances were comprised of the following components as of December 31, 2017 and 2016 (in thousands) : December 31, 2017 December 31, 2016 Deferred tax assets: Inventory $ 5,833 $ 10,785 Reserves 3,326 3,498 Accrued liabilities 4,316 6,560 Net operating losses 4,580 1,874 Capitalized transaction costs 3,292 5,018 Deferred gain on sale leaseback 19,593 28,058 Derivatives 1,402 — Tax receivable agreement 1,220 18,431 Other assets 3,871 484 Total deferred tax assets 47,433 74,708 Valuation allowance (8,818 ) (3,751 ) Total deferred tax assets, net $ 38,615 $ 70,957 Deferred tax liabilities: Fixed assets $ (58,300 ) $ (87,704 ) Deferred financing costs (10,440 ) (13,837 ) Intangible assets (37,356 ) (67,822 ) Other liabilities — (2,144 ) Total deferred tax liabilities $ (106,096 ) $ (171,507 ) Net deferred tax asset (liability) $ (67,481 ) $ (100,550 ) As of December 31, 2017 , the Company has tax loss carryforwards as follows (in thousands) : Amount Expiration Date Federal net operating losses $ — — State net operating losses $ 66,526 2031-2037 Foreign net operating losses $ 4,065 2035-2037 As described in Note 1, the Company’s consolidated financial statements include certain assets and liabilities historically held at LSF9. Forterra was obligated to pay debt and interest related to the 2015 Senior Term Loan, Junior Term Loan, and 2015 Revolving line of credit; therefore, the Company’s historical income tax expense, taxes payable and deferred tax assets and liabilities include the tax consequences of these obligations. In connection with the Reorganization, the Company recognized reductions of additional paid-in capital of $11.3 million related to deferred tax liabilities and $25.2 million related to income tax payable associated with these obligations that will be realized by an LSF9 affiliate which is not included in the consolidated financial statements of the Company. Also as described in Note 1, LSF9 distributed its brick operations in the United States and Eastern Canada to an affiliate of Lone Star. Forterra incurred $31.1 million in taxes payable related to the distribution and $2.1 million reduction of deferred tax assets, and recognized corresponding reductions to additional paid-in capital. As described in Note 15, in connection with the IPO, the Company recorded an $18.4 million deferred tax asset with a corresponding increase to additional paid-in capital. Following the enactment of the TCJA, the value of the TRA was remeasured, also described in Note 15. As a result, the deferred tax asset associated with the TRA was remeasured to $1.2 million as of December 31, 2017. U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. Prior to the Reorganization, the foreign subsidiaries were not considered subsidiaries for U.S. income tax purposes. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary, however at this time the Company does not anticipate triggering taxable recognition with respect to the outside basis differences of its foreign subsidiaries. Uncertain tax positions The Company is subject to audit examinations at federal, state, local, and foreign levels by tax authorities in those jurisdictions who may challenge the treatment or reporting of any tax return item. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcomes of these challenges are subject to uncertainty. Taxable years after 2014 are still open for examination for the U.S. Federal jurisdiction and for tax years after 2013 for Canada. State income tax return are generally subject to examination for a period of 3 to 5 years after filing of the respective return. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Based on our assessment, we determined that no liabilities for uncertain tax positions should be recorded as of December 31, 2017 and 2016. |
Segment reporting
Segment reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting Segment information is presented in accordance with ASC 280, Segment Reporting (“ASC 280”), which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in order to allocate resources and assess performance. The Corporate and Other segment includes expenses related to certain executive salaries, interest costs related to the Company's credit agreements, acquisition related costs, and other corporate costs that are not directly attributable to the Company's operating segments. The accounting policies the Company's segments follow are the Company's accounting policies. Net sales from the major products sold to external customers include drainage pipe and precast products, and concrete and steel water transmission pipe. The Company’s three geographic areas consist of the United States, Canada and Mexico for which it reports net sales, fixed assets and total assets. For purposes of evaluating segment profit, the CODM reviews earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a basis for making the decisions to allocate resources and assess performance. The following tables set forth reportable segment information with respect to net sales and other financial information attributable to the Company's reportable segments for the periods presented (in thousands) : Successor Predecessor For the period from For the period from Year ended December 31, Year ended December 31, March 14 to December 31, January 1 to March 13, 2017 2016 2015 2015 Net sales: Drainage Pipe & Products $ 834,810 $ 728,872 $ 431,723 $ 79,341 Water Pipe & Products 745,555 632,573 167,417 30,464 Corporate and Other 48 2,517 5,135 2,893 Total $ 1,580,413 $ 1,363,962 $ 604,275 $ 112,698 Depreciation and amortization: Drainage Pipe & Products 45,750 41,004 16,792 3,231 Water Pipe & Products 69,089 51,799 7,944 1,030 Corporate and Other 820 700 512 128 Total $ 115,659 $ 93,503 $ 25,248 $ 4,389 EBITDA: Drainage Pipe & Products 129,618 138,274 65,003 12,070 Water Pipe & Products 47,587 98,641 14,768 (2,162 ) Corporate and Other (44,870 ) (81,146 ) (77,356 ) (7,951 ) Total $ 132,335 $ 155,769 $ 2,415 $ 1,957 Consolidated EBITDA 132,335 155,769 2,415 1,957 Interest expense (59,408 ) (125,048 ) (45,953 ) (82 ) Depreciation and amortization (115,659 ) (93,503 ) (25,248 ) (4,389 ) Loss before income taxes $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) Capital expenditures: Drainage Pipe & Products 22,386 22,570 Water Pipe & Products 20,827 25,740 Corporate and Other 1,349 2,809 Total $ 44,562 $ 51,119 Total assets: Drainage Pipe & Products 744,135 719,439 Water Pipe & Products 925,457 1,056,572 Corporate and Other 141,646 48,775 Total $ 1,811,238 $ 1,824,786 In addition, the Company also has an investment in an equity method investee included in the Drainage Pipe & Products segment for which earnings from equity method investee were $12.4 million , $11.9 million , $8.4 million , and $0.1 million for the year ended December 31, 2017 and 2016, the period from March 14, to December 31, 2015 and the period from January 1, to March 13, 2015, respectively, and with the following balances (in thousands) : December 31, 2017 2016 Investment in equity method investee $ 54,445 $ 55,236 The Company has operations in the United States, Canada and Mexico. The Company has both revenues and long-lived assets in each country and those assets and revenues are recorded within geographic location as follows (in thousands) : Property, plant, and equipment, net: December 31, 2017 2016 United States $ 381,754 $ 422,853 Canada 20,251 19,584 Mexico 10,567 10,477 $ 412,572 $ 452,914 Successor Predecessor Net Sales: Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 United States $ 1,485,092 $ 1,244,378 $ 508,403 $ 96,973 Canada 82,529 110,567 95,872 15,725 Mexico 12,792 9,017 — — $ 1,580,413 $ 1,363,962 $ 604,275 $ 112,698 |
Discontinued operations and div
Discontinued operations and divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations and divestitures | Discontinued operations and divestitures Assets held for sale Effective December 21, 2017, the Company entered into a definitive agreement with Foley Products Company for the sale of several of its pipe & precast plants in the southeast region, including Tennessee, Alabama and Georgia, or the Foley Exchange Agreement. In exchange for the plants divested, which were part of the Drainage Pipe and Products segment, the Company will receive $10.0 million in cash, land in Sherman, Texas, and a pipe & precast facility located in Prentiss, Mississippi. As of December 31, 2017, the Company determined that the disposal group identified in the above met the criteria to be classified as held for sale. Assets and liabilities which meet the held for sale criteria are carried at the lesser of fair value less selling costs or carrying value. The Company conducted an analysis determining the fair value less costs to sell exceeded the carrying value of the long-lived assets held for sale, therefore no adjustment to the disposal group's value was recognized. The long-lived assets' fair value was estimated using accepted cost approach methodologies. Assets and liabilities classified as held for sale on our accompanying consolidated balance sheets at December 31, 2017 consisted of the following ( in thousands ): 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 Discontinued operations On August 23, 2016, an affiliate of Lone Star entered into an agreement with an unaffiliated third party to contribute Forterra's bricks business to a 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. In connection with the Reorganization described in Note 1, on October 17, 2016, Forterra distributed its bricks business to an affiliate of Lone Star in a transaction among entities under common control (the “Bricks Disposition”). Following the Bricks Disposition, Forterra no longer had any 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, of approximately $11.9 million , which was subsequently been repaid in full in 2016. As of the disposition date, the carrying value of net assets related to the brick business of $117.0 million were removed from the Company's balance sheet and recognized as a return of capital. In addition, the disposition resulted in a net tax impact of $33.2 million which is recognized as a reduction of contributed capital. The Company also reclassified the operations of the Company's then-former Brick business to discontinued operations for all periods presented on the statement of operations. On the balance sheets, the prior period assets and liabilities of the Brick business have been reclassified as amounts held for divestiture. There were no divestitures meeting the criteria for discontinued operations for the year ended December 31, 2017 . The following table includes the major classes of line items constituting pretax income (loss) of discontinued operations for the periods presented (in thousands) : Successor Predecessor Year ended December 31, March 14 - December 31, January 1 - March 13, 2016 2015 2015 Revenues $ 117,206 $ 118,389 $ 19,922 Cost of goods sold 98,043 112,775 19,493 Gross profit 19,163 5,614 429 Selling, general and administrative (14,186 ) (13,417 ) (4,577 ) Other income and expense items (785 ) (419 ) 164 Pretax income (loss) on discontinued operations 4,192 (8,222 ) (3,984 ) Income tax expense (708 ) (386 ) — Discontinued operations, net of tax $ 3,484 $ (8,608 ) $ (3,984 ) The major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands) : December 31, 2015 Cash $ 17,563 Trade receivables, net 12,333 Inventories 42,044 Other current assets 116 Current assets held for divestiture 72,056 Property, plant and equipment, net 73,065 Other long term assets 5,959 Non-current assets held for divestiture 79,024 Total assets of disposal group classified as held for divestiture $ 151,080 Trade payables $ 11,349 Accrued liabilities 7,902 Other current liabilities 78 Current liabilities held for divestiture 19,329 Other long-term liabilities 991 Non-current liabilities held for divestiture 991 Total liabilities of disposal group classified as held for divestiture $ 20,320 As the divestiture was completed October 17, 2016, there were no assets or liabilities held for divestiture as of December 31, 2016. Cash flows relating to all plants presented as discontinued operations are included in operating and investing activities for all periods presented, however the d epreciation, amortization and capital expenditures related to discontinued operations are as follows (in thousands) : Successor Predecessor Year ended December 31, Period from March 14 - December 31, Period from January 1 - March 13, 2016 2015 2015 Depreciation and amortization $ 6,370 $ 7,680 $ 2,505 Capital expenditures $ 8,251 $ 4,677 $ 272 Divestitures O n April 12, 2016, Forterra sold its roof tile business for aggregate consideration of $10.5 million , or the Roof Tile Divestiture. The Roof Tile Divestiture generated a loss of $0.8 million recorded in other income (expense), net. Effective July 31, 2017, Forterra completed the U.S. Pressure Pipe Divestiture, selling its U.S. concrete and steel pressure pipe business, which was part of the Company's Water Pipe and Products segment to TPG, in exchange for approximately $23.2 million in cash, exclusive of fees and expenses, as well as certain assets relating to a U.S. drainage pipe and products manufacturing facility. The assets acquired, recognized at fair value, include $3.8 million of working capital, $1.8 million of machinery and equipment, and a customer intangible totaling $0.8 million . The U.S. Pressure Pipe Divestiture generated a pre-tax loss of $32.3 million recorded in other income (expense), net. For the quarter ended June 30, 2017, the Company classified the assets and liabilities of its U.S. concrete and steel pressure pipe business as held for sale. Assets and liabilities which meet the held for sale criteria are carried at fair value less selling costs. An analysis indicated that the carrying value of the long-lived assets held for sale exceeded the fair value less costs to sell, and as a result, a pre-tax impairment charge of $7.5 million was recorded within impairment and exit charges during the year ended December 31, 2017. The long-lived assets' fair value was estimated using accepted cost approach methodologies using Level 3 inputs. The total pre-tax loss of the U.S. concrete and steel pressure pipe business was $50.9 million for the year ended December 31, 2017, respectively, inclusive of the loss on U.S. Pressure Pipe Divestiture of $32.3 million , and long-lived asset impairment of $7.5 million . In 2016, the assets generated a pre-tax income of $0.2 million for the year ended December 31, 2016. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Successor Hudson Advisors The Company had an advisory agreement with Hudson Advisors, an affiliate of Lone Star, to provide certain management oversight services to the Company, including assistance and advice on strategic plans, obtaining and maintaining certain legal documents, and communicating and coordinating with service providers. The Company incurred fees totaling $4.7 million and $9.2 million for the year ended December 31, 2016 and for the period from March 14 to December 31, 2015, respectively, included in Selling, general and administrative expense on the statement of operations. In conjunction with the IPO, the advisory agreement with Hudson Advisors has been terminated. Affiliates receivable The Company paid for certain services provided for affiliates which the Company billed to its affiliates. At December 31, 2016, the Company recorded a receivable of $0.1 million for services paid on behalf of affiliates in other current assets on the consolidated balance sheet. CP&P The Company sold certain goods and services to its joint venture, CP&P, including spare parts for repairs, and property rentals. For the year ended December 31, 2017, Forterra received $0.2 million in exchange for those sales and services provided to CP&P. Tax receivable agreement In connection with the IPO, the Company entered into a tax receivable agreement with Lone Star that provides for, among other things, the payment by the Company to Lone Star of 85% of the amount of certain covered tax benefits, which may reduce the actual liability for certain taxes that the Company might otherwise be required to pay. See further discussion in Note 15, Commitments and contingencies. Contributed capital During 2016, we had a capital contribution for the funding of the U.S. Pipe acquisition of $402.1 million . We also distributed the net assets and certain tax attributes associated with Brick of $150.2 million to affiliates of LSF9 as well as the Tax Receivable Agreement of $142.3 million . Additionally, we made cash distributions to affiliates of LSF9 of $363.6 million and had other contributed capital activity of $38.4 million . The initial contributed capital of LSF9 allocated to the Company was $167.5 million at the date of the Acquisition. During the period from March 14, 2015 to December 31, 2015, the Company paid certain transaction and other costs for affiliates that are recorded as distributions in these financial statements. Likewise, an affiliate not included in these financial statements paid $14.9 million of interest on behalf of the Company. The above activity is recorded net as a return of contributed capital of $27.6 million in these financial statements. Bricks Joint Venture In connection with the Bricks Disposition, Forterra entered into a transition services agreement with the joint venture formed by an affiliate of Lone Star and an unaffiliated third party pursuant to which Forterra's former bricks business was contributed, or the Bricks Joint Venture. Pursuant to the transition services agreement. Forterra would continue to provide certain administrative services, including but not limited to information technology, accounting and treasury for a limited period of time. The Company recognized a total of $1.6 million and $0.2 million in Other operating income, net pursuant to the transition services agreement for the years ended December 31, 2017 and December 31, 2016, respectively. Additionally, during the transition period, the Company collected cash from as well as settled invoices and payroll on behalf of its former Bricks business. As a result, Forterra had a net payable due to affiliates of $8.4 million as of December 31, 2016, and a net receivable from affiliates of $4.1 million included in other current assets as of December 31, 2017 . Predecessor Parent company net investment During the Predecessor period the combined financial statements for the Company are based on the accounting records of HC. Within these records, each subsidiary of BP NAM has its own equity accounts in the books and records, as well as intercompany balances due (to)/from affiliates and operations within HC. These intercompany balances are considered by HC as part of the capital structure of these entities and are not regularly settled in cash with the affiliate counterparties. Therefore, these intercompany balances acted as clearing accounts between the parties and consist of the accumulated net transactions between the Company and other entities and operations of HC and may include both operating items (allocated expenses and purchases of services and materials) and equity items (transfers of assets, cash and dividends). The Company has recorded all such equity and intercompany balances in a single caption, Parent company net investment. Allocated expenses The Predecessor was allocated selling, general and administrative expenses from the Parent for certain shared services of $4.1 million , for the period from January 1, 2015 to March 13, 2015. The allocated costs are included in costs of goods sold or selling, general and administrative expenses in the combined statements of operations. The historical costs and expenses reflected in the Company's combined financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Substantially all of the Company’s senior management were employed by HC and certain functions critical to the Company’s operations were centralized and managed by HC. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, shared services, information technology, tax, risk management, treasury, legal, human resources, land management and strategy and development. Additionally, the Company temporarily rented office space provided by affiliates of HC. The cost of each of these services has been allocated to the Company on the basis of the Company’s relative net sales or head count as compared to that of HC depending upon which allocation methodology is more meaningful for each service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, these amounts are not necessarily representative of the amounts that would have been incurred by the Company as a standalone entity. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data (unaudited) | Quarterly Financial Data (Unaudited) The following is a summary of the quarterly results of operations: Year ended December 31, 2017: Successor (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 Income (loss) from continuing operations before taxes (35,907 ) (14,803 ) (19,956 ) 27,934 Income (loss) from continuing operations (22,543 ) (11,173 ) (11,502 ) 43,158 Net income (loss) (22,543 ) (11,173 ) (11,502 ) 43,158 Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.68 Income (loss) from discontinued operations, net of taxes $ — $ — $ — $ — Net earnings (loss) $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.68 Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.67 Income (loss) from discontinued operations, net of taxes $ — $ — $ — $ — Net income (loss) $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.67 Year ended December 31, 2016: Successor (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter (5) Net sales $ 186,996 $ 381,723 $ 441,132 $ 354,111 Cost of goods sold 151,305 298,632 339,819 293,752 Income (loss) from continuing operations before taxes (12,729 ) 5,673 12,522 (68,248 ) Income (loss) from continuing operations (2,162 ) 31,846 4,368 (45,142 ) Income (loss) from discontinued operations, net of taxes (1,774 ) 4,843 4,000 (3,585 ) Net income (loss) (3,936 ) 36,689 8,368 (48,727 ) Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.05 ) $ 0.70 $ 0.10 $ (0.75 ) Income (loss) from discontinued operations, net of taxes $ (0.04 ) $ 0.11 $ 0.09 $ (0.06 ) Net income (loss) $ (0.09 ) $ 0.81 $ 0.19 $ (0.81 ) Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.05 ) $ 0.70 $ 0.10 $ (0.75 ) Income (loss) from discontinued operations, net of taxes $ (0.04 ) $ 0.11 $ 0.09 $ (0.06 ) Net income (loss) $ (0.09 ) $ 0.81 $ 0.19 $ (0.81 ) (1) During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million , which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. (2) The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million . (3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. (4) The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. (5) The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million . |
Supplemental cash flow disclosu
Supplemental cash flow disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow disclosures | Supplemental Cash Flow Disclosures Successor Predecessor For the period from For the period from Year ended Year ended March 14 to December 31, January 1 to March 13, 2017 2016 2015 2015 SUPPLEMENTAL DISCLOSURES: Cash interest paid 54,676 77,437 25,379 — Income taxes paid 28,086 66,264 — — SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES: Brick Disposition, net of tax — (150,222 ) — — Issuance of tax receivable agreement, net of tax — (142,349 ) — — Other affiliate transactions affecting Contributed Capital — 38,434 14,900 — Fair value changes of derivatives recorded in OCI, net of tax (3,548 ) 215 1,549 — |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Effective January 31, 2018, the Company closed the sale in accordance with the terms included in its Foley Exchange Agreement, described further in Note 21, relinquishing ownership of seven plants in the southeast in exchange for cash, real property in Texas, and ownership of a plant in Prentiss, Mississippi. |
Summary of significant accoun34
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Intracompany transactions and consolidation - Predecessor | All intracompany transactions occurring between the predecessor entities have been eliminated. Certain transactions between the Company and HC have been included in these combined predecessor financial statements and are considered to be effectively settled at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined predecessor statements of shareholder's equity and Parent company net investment as net transfers (to)/from Parent, in the combined predecessor statements of cash flows as a financing activity and in the combined predecessor balance sheet as Parent company net investment. HC used a centralized approach to cash management and financing of its operations. Historically, the majority of the Predecessor's cash was transferred to HC daily and the Company was dependent on HC funding of the Company’s operating and investing activities as needed. This arrangement is not reflective of the manner in which the Company would have been able to finance its operations had it been a stand-alone business separate from HC during the periods presented. Cash transfers to and from HC's cash management accounts are reflected within Parent company net investment. Cash and cash equivalents held by HC at the corporate level were not specifically identifiable to the Company and therefore were not allocated for any of the Predecessor periods presented. The historical costs and expenses reflected in the combined predecessor financial statements include an allocation for certain corporate functions historically provided by HC or its wholly-owned subsidiaries. Historically, the centralized functions have included executive senior management, financial reporting, financial planning and analysis, accounting, shared services, information technology, tax, risk management, treasury, legal, human resources, land management, and strategy and development. Additionally, historically the Company resided in office space provided by affiliates of HC. The cost of each of these services has been allocated to the Company in the predecessor periods on the basis of the Company’s relative net sales or head count as compared to that of HC depending upon which allocation methodology is more meaningful for each service. The Company and HC believe that these allocations reasonably reflect the utilization of services provided and benefits received. However, they may differ from the cost that would have been incurred had the Company operated as a stand-alone company for the periods presented or will be incurred by the Successor. Estimating actual costs that would have been incurred if the Company had been a stand-alone company is not practicable and would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. |
Reclassification | Reclassification Certain prior year numbers have been reclassified to conform to current year presentations. |
Business combinations | Business Combinations Assets acquired and liabilities assumed in business combination transactions, as defined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 805, Business Combination , are recorded at fair value using the acquisition method of accounting. The Company allocates the purchase price of acquisitions based upon the fair value of each component which may be derived from various observable and unobservable inputs and assumptions. Initial purchase price allocations are preliminary and subject to revision within the measurement period, not to exceed one year from the date of the transaction. The fair value of property, plant and equipment and intangible assets may be based upon the discounted cash flow method that involves inputs that are not observable in the market (Level 3). Goodwill assigned represents the amount of consideration transferred in excess of the fair value assigned to identifiable assets acquired and liabilities assumed. |
Use of estimates | Use of estimates The preparation of the consolidated (successor) / combined (predecessor) financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. The more significant estimates made by management relate to fair value estimates for assets and liabilities acquired in business combinations; accrued liabilities for environmental cleanup, bodily injury and insurance claims; estimates for commitments and contingencies; and estimates for the realizability of deferred tax assets, the tax receivable agreement obligation, inventory reserves, allowance for doubtful accounts and impairment of goodwill and long-lived assets. |
Cash and cash equivalents | Cash and cash equivalents Successor cash and cash equivalents include cash on hand and other highly liquid investments having an original maturity of less than three months. |
Receivables, net | Receivables, net Receivables are recorded at net realizable value, which includes allowances for doubtful accounts. The Company reviews the collectability of trade receivables on an ongoing basis. The Company reserves for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and the Company’s collection experience. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily receivables. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The allowances for uncollectible receivables are based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectibility of accounts receivable that are past due and the expected collectibility of overall receivables. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. The Company’s inventories are valued using the average cost and first-in-first-out methods. Inventories include materials, labor and applicable factory overhead costs. The value of inventory is adjusted for damaged, obsolete, excess and slow-moving inventory. Market value of inventory is estimated considering the impact of market trends, an evaluation of economic conditions, and the value of current orders relating to the future sales of each respective component of inventory. |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, which includes amounts recorded under capital lease arrangements, is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets. These lives range from 20 to 40 years for buildings, 4 to 20 years for machinery and equipment, and 5 to 10 years for other equipment and lower of lease term or useful life on leasehold improvements. Repair and maintenance costs are expensed as incurred. The Company’s depreciation expense is recorded in cost of goods sold and selling, general and administrative expenses in the statements of operations. The Company capitalizes interest during the active construction of major projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. There was no interest capitalized for any of the periods presented in the financial statements. |
Impairment or disposal of long-lived assets | Impairment or disposal of long-lived assets The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment (“ASC 360”). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for the Company’s products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds their fair value. |
Long-lived assets held for sale | Long-lived assets held for sale The Company accounts for long-lived assets held for sale in accordance with ASC 360 which requires assets to be classified as held for sale when the following criteria are met: 1) management, having the authority to approve the action, commits to a plan to sell; 2) the asset or asset group is available for immediate sale in its present condition; 3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; 4) 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 5) the sale is probable to qualify for recognition as a completed sale within one year. At such time assets or an asset group are determined to be held for sale, its carrying amount is adjusted to the lower of its depreciated book value or its estimated fair value, less costs to sell, and depreciation is no longer recognized. An impairment charge is recognized if the carrying value is in excess of its fair value. The assets and liabilities are required to be classified as held for sale on the accompanying consolidated balance sheets. |
Goodwill and other intangible assets, net | Goodwill and other intangible assets, net Goodwill represents the excess of costs over the fair value of identifiable assets acquired and liabilities assumed. The Company evaluates goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company performs its annual impairment testing of goodwill as of October 1 of each year and in interim periods if events occur that would indicate that it is more likely than not the fair value of a reporting unit is less than carrying value. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value, impairment is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the net book value may not be recoverable. Intangible assets with finite lives consist of customer relationships, customer backlogs, and brand names, and are amortized under the consumption method over the estimated useful lives. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net book value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net book value of the related intangible asset to fair value and may adjust the remaining amortization period. |
Investment in equity method investee | Investment in equity method investee The Company has an investment in a joint venture accounted for using the equity method. Under the equity method, carrying value is adjusted for the Company's share of the investee's earnings and losses, as well as capital contributions to and distributions from the investee. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated (successor) / combined (predecessor) statements of cash flows. The Company classifies its share of income and loss related to its investments in its investee as a component of operating income or loss, as the Company's investments in the investee is an extension of the Company's core business operations. The Company evaluates its investment in the equity method investee for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an "other-than-temporary" decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is "other-than-temporary" based on its assessment of all relevant factors, including consideration of the Company's intent and ability to retain its investment. |
Derivatives and hedge accounting | Derivatives and Hedge Accounting The Company has entered into derivative instruments to mitigate interest rate and foreign exchange rate risk. Certain derivative instruments are designated for hedge accounting under ASC 815-20, Derivatives - Hedging . Instruments that meet hedge criteria are formally designated as hedges at the inception of the instrument. The Company’s derivative assets and liabilities are measured at fair value. Fair value related to the cash flows occurring within one year are classified as current and the fair value related to the cash flows occurring beyond one year are classified as non-current in the consolidated balance sheets. For those instruments designated as hedges, the Company recognizes the changes in fair value in other comprehensive income (“OCI”), and recognizes any ineffectiveness immediately in earnings. Valuation of derivative assets and liabilities reflect the value of the instrument including counterparty credit risk. These values also take into account the Company’s own credit standing. |
Deferred financing costs | Deferred financing costs In conjunction with its debt, the Company had a total of $41.6 million in debt discounts and debt issuance costs as of December 31, 2017 . These costs are amortized over the life of the applicable debt instrument to interest expense utilizing the effective interest method. |
Fair value measurement | Fair value measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs – Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Inputs – Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company's other financial instruments consist primarily of cash and cash equivalents, trade and other receivables, accounts payable, accrued expenses, derivative financial instruments and long-term debt. The carrying value of the Company’s trade and other receivables, trade payables and accrued expenses approximates fair value due to their highly liquid nature, short-term maturity, or competitive rates assigned to these financial instruments. The Company adjusts the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. |
Foreign currency translation | Foreign currency translation The Company uses the U.S. dollar as its functional currency for operations in the U.S. and Mexico, and the Canadian dollar for operations in Canada. The assets, liabilities, revenues and expenses of the Company’s Canadian operations are translated in accordance with ASC 830, Foreign Currency Matters. |
Environmental remediation liabilities | Environmental remediation liabilities The Company accrues for costs on an undiscounted basis associated with environmental remediation obligations when such costs are probable and reasonably estimable; if an estimated amount is likely to fall within a range and no amount within that range can be determined to be the better estimate, the minimum amount of the range is recorded. Claims for recoveries from insurance carriers and other third parties are not recorded until it is probable that the recoveries will be realized. Such accruals are adjusted as further information develops or circumstances change. Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed. Expenditures that create future benefits are capitalized. |
Stock-based plans | Stock-based plans The Company applies the provisions of ASC 718, Compensation - Stock Compensation, in its accounting and reporting for stock-based compensation. ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. All unvested options outstanding under the Company's option plans have grant prices equal to the market price of the Company's stock on the dates of grant. Compensation cost for restricted stock and restricted stock units is determined based on the fair market value of the Company's stock at the date of grant. Stock-based compensation expense is generally recognized over the required service period, or over a shorter period when employee retirement eligibility is a factor. Awards that may be settled in cash or company stock are classified as liabilities and remeasured at fair value at the end of each reporting period until the awards are settled. |
Income taxes | Income Taxes Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company's tax returns in future years for which a tax benefit has already been recorded in the Company's income statement. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which the Company has already taken a deduction in its tax return but have not yet recognized as expense in the financial statements. The Company recognizes a tax benefit for uncertain tax positions only if the Company believes it is more likely than not that the position will be upheld on audit based solely on the technical merits of the tax position. The Company evaluates uncertain tax positions after the consideration of all available information. Penalties and interest related to income tax uncertainties, should they occur, would be included in income tax expense in the period in which they are incurred. As of the date of the Acquisition, the Successor financial statements reflect a new tax basis of accounting as the Company includes taxable entities independent of the Predecessor. For the Company's Predecessor periods, income tax expense and related current and deferred income taxes receivable and payable were calculated assuming that the Predecessor files hypothetical stand-alone income tax returns in Canada and hypothetical consolidated income tax returns for the U.S. building products activities. All hypothetical current taxes payable or receivable were deemed settled through net parent investment. All tax consequences associated with the Predecessor period were retained by HC. |
Revenue recognition | Revenue recognition Revenues are recognized when the risks and rewards associated with the transaction have been transferred to the purchaser, which is demonstrated when all the following conditions are met: evidence of a binding arrangement exists, products have been delivered or services have been rendered, there is no future performance required, fees are fixed or determinable and amounts are collectible under normal payment terms. Sales represent the net amounts charged or chargeable in respect of services rendered and goods supplied, excluding intercompany sales. Sales are recognized net of any discounts given to the customer. A portion of the Company's sales revenue is derived from sales to distributors. Distributor revenue is recognized when all of the criteria for revenue recognition are met, which is generally the time of shipment to the distributor. All returns and credits are estimable and recognized as contra-revenue. The Company bills and incurs shipping costs to third parties for the transportation of building products to customers. For the years ended December 31, 2017 and December 31, 2016 , the period from March 14, 2015 to December 31, 2015, and the period from January 1, 2015 to March 13, 2015, the Company recorded freight costs of approximately $132.3 million , $104.6 million , $50.0 million , and $9.2 million , respectively, on a gross basis within net sales and cost of goods sold in the accompanying statements of operations. The Company's revenues primarily relate to product sales. For certain engineering and construction contracts and building contracting arrangements, the Company recognizes revenue using the percentage of completion method, based on total contract costs incurred to date compared to total estimated cost at completion for each contract. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined. Pre-contract costs are expensed as incurred. If estimated total costs on a contract indicate a loss, the entire loss is provided for in the financial statements immediately. To the extent the Company has invoiced and collected from its customers more revenue than has been recognized as revenue using the percentage of completion method, the Company records the excess amount invoiced as deferred revenue. Revenue recognized in excess of amounts billed and balances billed but not yet paid by customers under retainage provisions are classified as a current asset within receivables, net on the balance sheet. For the year ended December 31, 2017, the year ended December 31, 2016, the period from March 14, 2015 to December 31, 2015, and the period from January 1, 2015 to March 13, 2015, revenue recognized in continuing operations using the percentage of completion method amounted to 3% , 3% , 6% and 5% of total net sales, respectively. The company generally provides limited warranties related to its products which cover manufacturing in accordance with the specifications identified on the face of our quotation or order acknowledgment and to be free of defects in workmanship or materials. The warranty periods typically extend for a limited duration of one year. The Company estimates and accrues for potential warranty exposure related to products which have been delivered. |
Costs of good sold and selling, general and administrative expenses | Cost of goods sold and selling, general and administrative expenses Cost of goods sold includes costs of production, inbound freight charges for raw materials, outbound freight to customers, purchasing and receiving costs, inspection costs and warehousing at plant distribution facilities. Selling, general and administrative costs include expenses for sales, marketing, legal, accounting and finance services, human resources, customer support, treasury and other general corporate services. |
Recent accounting guidance adopted and not yet adopted | Recent Accounting Guidance Adopted In January 2017, the FASB issued Accounting Standards Update ( “ ASU ” ) 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, however early adoption is permitted. The Company early adopted the guidance provided in the ASU in the second quarter of 2017. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. This guidance is effective in 2020, but early adoption is permitted for any impairment tests performed after January 1, 2017. The Company elected to early adopt the ASU effective in the second quarter of 2017. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In the second quarter of 2017, the Company recognized impairment of goodwill associated with one of its reporting units. See Note 8, Goodwill and other intangible assets for a discussion of the Company's interim goodwill assessment and the related impairment charge. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting to provide guidance about which changes to the terms or conditions of a share-based payment award require modification accounting in Topic 718. The Company early adopted ASU 2017-09 as of October 1, 2017 and applied the new guidance prospectively. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, requiring an entity to measure inventory within the scope of the ASU at the lower of cost and net realizable value. For public business entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted the ASU 2015-11 effective January 1, 2017. The adoption did not have a material impact on the Company's consolidated financial statements. Recent Accounting Guidance Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance. ASC Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition . The new guidance outlines a single comprehensive model for accounting for revenue arising from contracts with customers. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The guidance is effective for interim and annual reporting periods for public companies beginning after December 15, 2017. The standard may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective method). The Company will adopt the new revenue guidance effective January 1, 2018 using the modified retrospective method. The Company is substantially complete with its evaluation of the effect that the adoption will have on its financial statements. Due to the nature of our business, we expect the timing of our revenue recognition to generally remain the same under the new standard as compared to the guidance under ASC Topic 605, and we currently do not anticipate the adoption will have a material effect on our financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted as of the standard’s issuance date. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company believes this ASU will have a material impact on its consolidated financial statements as it will result in most of the Company’s leases and associated assets being presented on the balance sheet. In August 2016, the FASB issued ASU 2016-15 Statements of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , providing clarifications as to the presentation and classification in the cash flows of eight specific issues, including but not limited to prepayment of debt or debt extinguishment costs and contingent consideration payments made after a business combination. The Company adopted this standard on January 1, 2018. The adoption of the ASU can have an impact on the Company's cash flow presentation in future periods. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The new standard makes more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact that the adoption of the ASU will have on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. tax reform legislation commonly known as the Tax Cuts and Jobs Act of 2017 . This guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The Company does not expect this ASU to have a material effect on its consolidated financial statements. |
Successor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Principles of consolidation | Principles of Consolidation The consolidated financial statements for the Successor periods include the accounts and results of operations of Forterra, Inc. and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Basis of presentation - Successor and Predecessor | Basis of Presentation - Successor In the accompanying financial information, Successor refers to the consolidated financial statements of Forterra and Predecessor refers to the combined financial statements of BP NAM. The term “Company” is used throughout the financial statements and applies to either the Predecessor or the Successor. |
Predecessor | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Basis of presentation - Successor and Predecessor | Basis of Presentation - Predecessor The legal entities comprising BP NAM were a component of the North American operating segment of HC and consisted of U.S. operating entities that were directly owned by Lehigh Hanson, Inc., or LHI, a U.S. holding company, and Canadian operating entities that were directly owned by Hanson America Holdings (4), Ltd., a U.K. holding company. These financial statements are labeled as predecessor because they reflect the combined predecessor historical results of operations, financial position and cash flows of BP NAM, as they were historically managed under the control of HC, in conformity with U.S. GAAP. |
Defined benefit pension plans and other post-retirement benefits | Defined benefit pension plans and other post-retirement benefits The Predecessor’s Canadian employees participated in defined benefit pension plans sponsored by the Company. The Company’s U.S. salaried employees and non-union hourly employees participated in defined benefit pension plans sponsored by an affiliate of HC. Approximately 37% of the Predecessor’s labor force were covered by collective bargaining agreements. These plans included other Parent employees of HC affiliates that are not employees of the Company. LHI also provided certain retiree health and life insurance benefits to eligible employees who have retired from the Company. Salaried participants generally became eligible for retiree health care benefits when they retired from active service at age 60 or later. Benefits, eligibility, and cost-sharing provisions for the hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, co-payment and payments made by government programs and other group coverage. The Predecessor accounted for its U.S. defined benefit pension plans as multiemployer plans under ASC 715, Compensation – Benefit Plans (“ASC 715”) . Liability for the Predecessor defined benefit plans were retained by HC. Additionally, the Predecessor had employees that were covered under several union-sponsored, multiemployer pension plans. Such plans are accounted for as defined contribution plans as it is not possible to isolate the components of such plans that would collectively comprise the Company’s liability. Liabilities for the Predecessor plans were retained by HC. |
Organization and description 35
Organization and description of the business (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Number of Transactions Completed Since Acquisition | A number of transactions have been completed since the Acquisition, and the acquisitions and divestitures summarized below are described further in Note 3 and Notes 14 and 21, respectively. These transactions include: Purchase Price Acquisitions: (in millions) 2015 Cretex Concrete Products, Inc. $ 245.1 2016 Sherman-Dixie Concrete Industries 66.8 USP Holdings, Inc. 778.7 Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. 31.9 J&G Concrete Operations, LLC 32.4 Precast Concepts, LLC 99.6 2017 Royal Enterprises America, Inc. 35.5 |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The respective fair values of the assets acquired and liabilities assumed at the acquisition date are as follows: 2015 2016 2017 Cretex Sherman-Dixie U.S. Pipe Bio Clean J&G Precast Concepts Royal Net working capital $ 69,745 $ 14,279 $ 145,650 $ 2,546 $ 2,657 $ 14,993 $ 2,994 Property, plant and equipment, net 97,282 29,163 246,241 162 9,346 15,895 12,335 Customer relationship intangible 24,700 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 600 138 37,388 1,065 — 29 308 Customer backlog intangible 800 843 — — 780 2,213 63 Patents — — 13,093 10,464 — — 72 In process R&D — — — 6,692 — — — Other intangibles — — 7,659 — — — — Other assets and liabilities (7,582 ) — (9,803 ) — — — (726 ) Deferred tax liabilities — (11,524 ) (157,365 ) — — — — Net identifiable assets acquired 185,545 40,431 462,354 24,504 17,954 51,399 17,588 Goodwill 59,555 26,319 316,356 7,434 14,494 48,204 17,903 Cash consideration transferred $ 245,100 $ 66,750 $ 778,710 $ 31,938 $ 32,448 $ 99,603 $ 35,491 The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company at the Acquisition date (in thousands) : Fair Value Net working capital $ 257,368 Property, plant and equipment, net 311,191 Investment in equity method investee 56,400 Customer backlog intangible 4,500 Other assets and other liabilities (6,495 ) Net identifiable assets acquired $ 622,964 Goodwill 17,464 Consideration transferred, net of cash acquired $ 640,428 |
Receivables, net (Tables)
Receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Receivables, Net and Allowance for Doubtful Accounts | The table below summarizes the Company's allowance for doubtful accounts for the periods presented (in thousands) : Allowance for doubtful accounts Balance at December 31, 2015 $ (3,283 ) Provisions for doubtful accounts 1,495 Write-offs and adjustments 890 Balance at December 31, 2016 $ (898 ) Provisions for doubtful accounts (2,947 ) Write-offs and adjustments (188 ) Balance at December 31, 2017 $ (4,033 ) Receivables consist of the following at December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Trade receivables $ 190,143 $ 178,012 Amounts billed, but not yet paid under retainage provisions 1,091 1,959 Other receivables 5,453 22,408 Total receivables $ 196,687 $ 202,379 Less: Allowance for doubtful accounts (4,033 ) (898 ) Receivables, net $ 192,654 $ 201,481 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following at December 31, 2017 and December 31, 2016 (in thousands) : December 31, 2017 2016 Finished goods $ 156,207 $ 185,507 Raw materials 79,905 90,647 Work in process 543 3,348 Total inventories $ 236,655 $ 279,502 |
Property, plant and equipment39
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net consist of the following at December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Machinery and equipment $ 343,827 $ 329,871 Land, buildings and improvements 144,273 142,105 Other equipment 5,141 2,592 Construction-in-progress 30,295 43,855 Total property, plant and equipment 523,536 518,423 Less: accumulated depreciation (110,964 ) (65,509 ) Property, plant and equipment, net $ 412,572 $ 452,914 |
Goodwill and other intangible40
Goodwill and other intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Segment | The following table summarizes the changes in goodwill by operating segment for the years ended December 31, 2017 and December 31, 2016 (in thousands) : 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 |
Schedule of Intangible Assets | Intangible assets other than goodwill at December 31, 2017 included the following (in thousands) : 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 Intangible assets other than goodwill at December 31, 2016 included the following (in thousands) : Weighted average amortization period (in years) Gross carrying amount as of December 31, 2016 Accumulated amortization Net carrying value as of December 31, 2016 Customer relationships 10 $ 232,590 $ (22,653 ) $ 209,937 Trade names 10 39,220 (4,449 ) 34,771 Patents 10 23,557 (2,884 ) 20,673 Customer backlog 0.5 12,900 (11,272 ) 1,628 Non-compete agreements 5 9,918 (2,508 ) 7,410 In-Process R&D Indefinite-lived 6,692 — 6,692 Other 11 529 (42 ) 487 Total intangible assets $ 325,406 $ (43,808 ) $ 281,598 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated amortization expense relating to amortizable intangible assets for the next five years is as follows (in thousands) : Year ended Intangible assets subject to amortization 2018 $ 50,265 2019 43,602 2020 37,583 2021 29,743 2022 20,793 Total $ 181,986 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements on Recurring Basis | The estimated carrying amount and fair value of the Company’s financial instruments and other assets and liabilities measured and recorded at fair value on a recurring basis are as follows for the dates indicated (in thousands) : 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 Fair value measurements at December 31, 2016 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, 2016 Recurring: Non-current liabilities Derivative liability — $ 372 — $ 372 |
Schedule of Carrying and Fair Value Amounts for Financial Instruments and Liabilities | The estimated carrying amount and fair value of the Company’s financial instruments and liabilities for which fair value is only disclosed is as follows (in thousands) : Fair value measurements at December 31, 2017 using Carrying Amount December 31, 2017 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 Non-current liabilities 2016 Senior Term Loan $1,193,787 — $1,151,981 — $1,151,981 Tax receivable agreement payable 117,563 — — 75,865 75,865 Fair value measurements at December 31, 2016 using Carrying Amount December 31, 2016 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, 2016 Non-current liabilities 2016 Senior Term Loan $1,000,983 — $1,064,395 — $1,064,395 Tax receivable agreement payable 160,783 — — 125,614 125,614 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following at December 31, 2017 and December 31, 2016 (in thousands) : December 31, 2017 2016 Accrued payroll and employee benefits $ 26,597 $ 29,945 Accrued taxes 10,294 32,746 Accrued rebates 8,428 7,509 Short-term derivative liability 6,286 — Warranty 5,038 3,509 Environmental obligation 446 775 Other miscellaneous accrued liabilities 15,693 3,681 Total accrued liabilities $ 72,782 $ 78,165 |
Debt and deferred financing c43
Debt and deferred financing costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s debt consisted of the following (in thousands) : Successor December 31, December 31, 2017 2016 2016 Senior Term Loan, net of debt issue costs and original issuance discount of $41,580 and $46,392, respectively $ 1,193,787 $ 1,000,983 2016 Revolver, net of debt issue costs of $3,936 — 95,064 Total debt $ 1,193,787 $ 1,096,047 Less: current portion debt (12,510 ) (10,500 ) Total long-term debt $ 1,181,277 $ 1,085,547 |
Schedule of Minimum Future Principal Payments | As of December 31, 2017 , scheduled maturities of long-term debt are as follows (in thousands) : 2016 Senior Term Loan 2018 $ 12,510 2019 12,510 2020 12,510 2021 12,510 2022 12,510 Thereafter: 1,172,817 $ 1,235,367 |
Other long-term liabilities (Ta
Other long-term liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other long-term liabilities consist of the following for the years ended December 31, 2017 and 2016 (in thousands) : December 31, 2017 2016 Workers' compensation $ 9,455 $ 9,864 Deferred rent 8,242 2,776 Capital lease obligation 4,155 3,710 Employee benefits 2,227 2,524 Insurance 1,335 951 Environmental remediation liability 1,162 901 Other miscellaneous long-term liabilities 2,611 2,527 $ 29,187 $ 23,253 |
Derivatives and hedging (Tables
Derivatives and hedging (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Assets and Liabilities in the Balance Sheets | The following table presents the fair values of derivative assets and liabilities in the balance sheets (in thousands) : 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 December 31, 2016 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Foreign exchange forward contracts $ — $ — $ 92,961 $ 372 Total derivatives, gross — 372 Less: Legally enforceable master netting agreements — — Total derivatives, net $ — $ 372 |
Schedule of Gain (Losses) Recognized in Statements of Operations and Comprehensive Income | The following table presents the effect of derivative instruments on the statements of operations (in thousands) : Year ended December 31, Year ended December 31, 2017 2016 Net investment hedges Foreign exchange forward contracts Gain (loss) on derivatives recognized in Accumulated other comprehensive loss $ (3,548 ) $ 215 Derivatives not designated as hedges Foreign exchange forward contracts Gain (loss) on derivatives not designated as hedges in other operating income (expense) — (3,067 ) Interest rate swaps Gain on derivatives not designated as hedges included in interest expense 5,251 — Gain reclassified from Accumulated other comprehensive income into income: Other income (expense), net $ — $ 177 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | Future minimum lease payments under such agreements as of December 31, 2017 , net of non-cancelable subleaeses, were approximately: 2018 $ 31,509 2019 29,060 2020 27,531 2021 25,213 2022 24,941 Thereafter 569,882 $ 708,136 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Dilutive Earnings Per Share | The calculations of the basic and diluted EPS for the years ended December 31, 2017 and 2016 and the period from March 14, to December 31, 2015 are presented below (in thousands, except per share data): Year ended December 31, Year ended December 31, March 14, to December 31, 2017 2016 2015 Loss from continuing operations $ (2,060 ) $ (11,090 ) $ (74,178 ) Discontinued operations, net of tax — 3,484 (8,608 ) Net loss $ (2,060 ) $ (7,606 ) $ (82,786 ) Common stock: Weighted average basic shares outstanding 63,801 49,053 45,369 Effect of dilutive securities - stock options — — — Weighted average diluted shares outstanding 63,801 49,053 45,369 Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.03 ) $ (0.23 ) $ (1.63 ) Income (loss) from discontinued operations, net of taxes $ — $ 0.07 $ (0.19 ) Net earnings (loss) $ (0.03 ) $ (0.16 ) $ (1.82 ) Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.03 ) $ (0.23 ) $ (1.63 ) Income (loss) from discontinued operations, net of taxes $ — $ 0.07 $ (0.19 ) Net income (loss) $ (0.03 ) $ (0.16 ) $ (1.82 ) |
Stock-based plans (Tables)
Stock-based plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Weighted Average Assumptions in Estimating Fair Value of Options | The Company utilized the following weighted-average assumptions in estimating the fair value of the option grants in the years ended December 31, 2017 and December 31, 2016 : 2017 2016 Expected dividends — % — % Expected volatility 39.60 % 39.60 % Risk-free interest rate 0.86 % 0.35 % Expected lives in years 6 6.25 Weighted-average fair value of options: Granted at fair value $ 4.16 $ 6.95 Weighted-average exercise price of options: Granted at fair value $ 10.76 $ 18.00 |
Schedule of Stock Options Outstanding, Vested and Expected to Vest | A summary of the status of the Company's stock options is presented below: Shares Weighted Average Exercise Price (in thousands) Outstanding, December 31, 2015 — n/a Granted 361,590 $18.00 Exercised — n/a Forfeited (3,750 ) $18.00 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 Options vested or expected to vest at year end 108,613 $18.02 Options exercisable at year end 108,613 $18.02 |
Schedule of Restricted Stock Award Activity | The following table summarizes the activity for restricted stock and restricted stock units: Shares Weighted Average Grant Date Fair Value (in thousands) Unvested balance at December 31, 2015 — n/a Grants 136,900 $18.00 Forfeitures (2,250 ) $18.00 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 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) From Continuing Operations before Income Tax, Domestic and Foreign | The Company’s income (loss) from continuing operations before income taxes was as follows (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 U.S. companies $ (54,690 ) $ (80,425 ) $ (85,674 ) $ (2,424 ) Foreign companies 11,958 17,643 16,888 (90 ) Income (loss) from continuing operations before income taxes $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) |
Schedule of Components of Income Tax (Expense) Benefit | The income tax benefit (expense) from continuing operations was as follows (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 Current income tax U.S. companies $ 21,539 $ (5,265 ) $ — — State (1,479 ) (6,370 ) (765 ) — Foreign companies (4,884 ) (7,599 ) (6,633 ) 3,491 Total current tax (expense) benefit 15,176 (19,234 ) (7,398 ) 3,491 Deferred income tax U.S. companies 26,866 59,084 — — State (1,658 ) 9,326 470 — Foreign companies 288 2,516 1,536 (2,749 ) Total deferred tax (expense) benefit 25,496 70,926 2,006 (2,749 ) Income tax (expense) benefit - continuing operations $ 40,672 $ 51,692 $ (5,392 ) $ 742 |
Schedule of Effective Income Tax Rate Reconciliation | The rate reconciliation for continuing operations presented below is based on the U.S. federal statutory tax rate of 35% for the years and periods prior to 2017 because the predominant business activity is in the U.S. (in thousands) : Successor Predecessor Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 Loss from continuing operations $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) Income tax benefit at statutory rate of 35% $ 14,956 $ 21,974 $ 24,075 $ 880 State income taxes, net of federal benefit 1,470 2,725 1,726 — Foreign rate differential 1,586 1,746 1,635 (226 ) Non-deductible expenses (1,233 ) (3,428 ) (949 ) — Change in valuation allowance (4,141 ) 28,597 (31,418 ) (2,223 ) Goodwill impairment (1,147 ) — — — Effect of TCJA 26,932 — — — Tax credits 497 — — — Other 1,752 78 (461 ) 2,311 Total income tax benefit (expense) $ 40,672 $ 51,692 $ (5,392 ) $ 742 |
Schedule of Deferred Tax Assets and Liabilities | The net deferred tax asset (liability) balances were comprised of the following components as of December 31, 2017 and 2016 (in thousands) : December 31, 2017 December 31, 2016 Deferred tax assets: Inventory $ 5,833 $ 10,785 Reserves 3,326 3,498 Accrued liabilities 4,316 6,560 Net operating losses 4,580 1,874 Capitalized transaction costs 3,292 5,018 Deferred gain on sale leaseback 19,593 28,058 Derivatives 1,402 — Tax receivable agreement 1,220 18,431 Other assets 3,871 484 Total deferred tax assets 47,433 74,708 Valuation allowance (8,818 ) (3,751 ) Total deferred tax assets, net $ 38,615 $ 70,957 Deferred tax liabilities: Fixed assets $ (58,300 ) $ (87,704 ) Deferred financing costs (10,440 ) (13,837 ) Intangible assets (37,356 ) (67,822 ) Other liabilities — (2,144 ) Total deferred tax liabilities $ (106,096 ) $ (171,507 ) Net deferred tax asset (liability) $ (67,481 ) $ (100,550 ) |
Summary of Operating Loss Carryforwards | As of December 31, 2017 , the Company has tax loss carryforwards as follows (in thousands) : Amount Expiration Date Federal net operating losses $ — — State net operating losses $ 66,526 2031-2037 Foreign net operating losses $ 4,065 2035-2037 |
Segment reporting (Tables)
Segment reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth reportable segment information with respect to net sales and other financial information attributable to the Company's reportable segments for the periods presented (in thousands) : Successor Predecessor For the period from For the period from Year ended December 31, Year ended December 31, March 14 to December 31, January 1 to March 13, 2017 2016 2015 2015 Net sales: Drainage Pipe & Products $ 834,810 $ 728,872 $ 431,723 $ 79,341 Water Pipe & Products 745,555 632,573 167,417 30,464 Corporate and Other 48 2,517 5,135 2,893 Total $ 1,580,413 $ 1,363,962 $ 604,275 $ 112,698 Depreciation and amortization: Drainage Pipe & Products 45,750 41,004 16,792 3,231 Water Pipe & Products 69,089 51,799 7,944 1,030 Corporate and Other 820 700 512 128 Total $ 115,659 $ 93,503 $ 25,248 $ 4,389 EBITDA: Drainage Pipe & Products 129,618 138,274 65,003 12,070 Water Pipe & Products 47,587 98,641 14,768 (2,162 ) Corporate and Other (44,870 ) (81,146 ) (77,356 ) (7,951 ) Total $ 132,335 $ 155,769 $ 2,415 $ 1,957 Consolidated EBITDA 132,335 155,769 2,415 1,957 Interest expense (59,408 ) (125,048 ) (45,953 ) (82 ) Depreciation and amortization (115,659 ) (93,503 ) (25,248 ) (4,389 ) Loss before income taxes $ (42,732 ) $ (62,782 ) $ (68,786 ) $ (2,514 ) Capital expenditures: Drainage Pipe & Products 22,386 22,570 Water Pipe & Products 20,827 25,740 Corporate and Other 1,349 2,809 Total $ 44,562 $ 51,119 Total assets: Drainage Pipe & Products 744,135 719,439 Water Pipe & Products 925,457 1,056,572 Corporate and Other 141,646 48,775 Total $ 1,811,238 $ 1,824,786 In addition, the Company also has an investment in an equity method investee included in the Drainage Pipe & Products segment for which earnings from equity method investee were $12.4 million , $11.9 million , $8.4 million , and $0.1 million for the year ended December 31, 2017 and 2016, the period from March 14, to December 31, 2015 and the period from January 1, to March 13, 2015, respectively, and with the following balances (in thousands) : December 31, 2017 2016 Investment in equity method investee $ 54,445 $ 55,236 |
Schedule of Long-lived Assets by Geographic Areas | The Company has operations in the United States, Canada and Mexico. The Company has both revenues and long-lived assets in each country and those assets and revenues are recorded within geographic location as follows (in thousands) : Property, plant, and equipment, net: December 31, 2017 2016 United States $ 381,754 $ 422,853 Canada 20,251 19,584 Mexico 10,567 10,477 $ 412,572 $ 452,914 |
Schedule of Revenue from External Customers by Geographic Areas | Successor Predecessor Net Sales: Year ended December 31, Year ended December 31, For the period from March 14 to December 31, For the period from January 1 to March 13, 2017 2016 2015 2015 United States $ 1,485,092 $ 1,244,378 $ 508,403 $ 96,973 Canada 82,529 110,567 95,872 15,725 Mexico 12,792 9,017 — — $ 1,580,413 $ 1,363,962 $ 604,275 $ 112,698 |
Discontinued operations and d51
Discontinued operations and divestitures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Classified as Held For Sale and Included in Discontinued Operations | Assets and liabilities classified as held for sale on our accompanying consolidated balance sheets at December 31, 2017 consisted of the following ( in thousands ): 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 The major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands) : December 31, 2015 Cash $ 17,563 Trade receivables, net 12,333 Inventories 42,044 Other current assets 116 Current assets held for divestiture 72,056 Property, plant and equipment, net 73,065 Other long term assets 5,959 Non-current assets held for divestiture 79,024 Total assets of disposal group classified as held for divestiture $ 151,080 Trade payables $ 11,349 Accrued liabilities 7,902 Other current liabilities 78 Current liabilities held for divestiture 19,329 Other long-term liabilities 991 Non-current liabilities held for divestiture 991 Total liabilities of disposal group classified as held for divestiture $ 20,320 The following table includes the major classes of line items constituting pretax income (loss) of discontinued operations for the periods presented (in thousands) : Successor Predecessor Year ended December 31, March 14 - December 31, January 1 - March 13, 2016 2015 2015 Revenues $ 117,206 $ 118,389 $ 19,922 Cost of goods sold 98,043 112,775 19,493 Gross profit 19,163 5,614 429 Selling, general and administrative (14,186 ) (13,417 ) (4,577 ) Other income and expense items (785 ) (419 ) 164 Pretax income (loss) on discontinued operations 4,192 (8,222 ) (3,984 ) Income tax expense (708 ) (386 ) — Discontinued operations, net of tax $ 3,484 $ (8,608 ) $ (3,984 ) |
Schedule of Pre-tax Profits of and Major Assets and Liabilities of Discontinued Operations | Assets and liabilities classified as held for sale on our accompanying consolidated balance sheets at December 31, 2017 consisted of the following ( in thousands ): 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 The major classes of assets and liabilities included as part of discontinued operations are as follows (in thousands) : December 31, 2015 Cash $ 17,563 Trade receivables, net 12,333 Inventories 42,044 Other current assets 116 Current assets held for divestiture 72,056 Property, plant and equipment, net 73,065 Other long term assets 5,959 Non-current assets held for divestiture 79,024 Total assets of disposal group classified as held for divestiture $ 151,080 Trade payables $ 11,349 Accrued liabilities 7,902 Other current liabilities 78 Current liabilities held for divestiture 19,329 Other long-term liabilities 991 Non-current liabilities held for divestiture 991 Total liabilities of disposal group classified as held for divestiture $ 20,320 The following table includes the major classes of line items constituting pretax income (loss) of discontinued operations for the periods presented (in thousands) : Successor Predecessor Year ended December 31, March 14 - December 31, January 1 - March 13, 2016 2015 2015 Revenues $ 117,206 $ 118,389 $ 19,922 Cost of goods sold 98,043 112,775 19,493 Gross profit 19,163 5,614 429 Selling, general and administrative (14,186 ) (13,417 ) (4,577 ) Other income and expense items (785 ) (419 ) 164 Pretax income (loss) on discontinued operations 4,192 (8,222 ) (3,984 ) Income tax expense (708 ) (386 ) — Discontinued operations, net of tax $ 3,484 $ (8,608 ) $ (3,984 ) |
Schedule of Cash Flows Operating and Investing Activities of Discontinued Operations | Cash flows relating to all plants presented as discontinued operations are included in operating and investing activities for all periods presented, however the d epreciation, amortization and capital expenditures related to discontinued operations are as follows (in thousands) : Successor Predecessor Year ended December 31, Period from March 14 - December 31, Period from January 1 - March 13, 2016 2015 2015 Depreciation and amortization $ 6,370 $ 7,680 $ 2,505 Capital expenditures $ 8,251 $ 4,677 $ 272 |
Quarterly financial data (una52
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations (Unaudited) | The following is a summary of the quarterly results of operations: Year ended December 31, 2017: Successor (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 Income (loss) from continuing operations before taxes (35,907 ) (14,803 ) (19,956 ) 27,934 Income (loss) from continuing operations (22,543 ) (11,173 ) (11,502 ) 43,158 Net income (loss) (22,543 ) (11,173 ) (11,502 ) 43,158 Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.68 Income (loss) from discontinued operations, net of taxes $ — $ — $ — $ — Net earnings (loss) $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.68 Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.67 Income (loss) from discontinued operations, net of taxes $ — $ — $ — $ — Net income (loss) $ (0.35 ) $ (0.18 ) $ (0.18 ) $ 0.67 Year ended December 31, 2016: Successor (in thousands, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter (5) Net sales $ 186,996 $ 381,723 $ 441,132 $ 354,111 Cost of goods sold 151,305 298,632 339,819 293,752 Income (loss) from continuing operations before taxes (12,729 ) 5,673 12,522 (68,248 ) Income (loss) from continuing operations (2,162 ) 31,846 4,368 (45,142 ) Income (loss) from discontinued operations, net of taxes (1,774 ) 4,843 4,000 (3,585 ) Net income (loss) (3,936 ) 36,689 8,368 (48,727 ) Basic earnings (loss) per share: Income (loss) from continuing operations $ (0.05 ) $ 0.70 $ 0.10 $ (0.75 ) Income (loss) from discontinued operations, net of taxes $ (0.04 ) $ 0.11 $ 0.09 $ (0.06 ) Net income (loss) $ (0.09 ) $ 0.81 $ 0.19 $ (0.81 ) Diluted earnings (loss) per share: Income (loss) from continuing operations $ (0.05 ) $ 0.70 $ 0.10 $ (0.75 ) Income (loss) from discontinued operations, net of taxes $ (0.04 ) $ 0.11 $ 0.09 $ (0.06 ) Net income (loss) $ (0.09 ) $ 0.81 $ 0.19 $ (0.81 ) (1) During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million , which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. (2) The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million . (3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. (4) The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. (5) The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million . |
Supplemental cash flow disclo53
Supplemental cash flow disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow Supplemental Disclosures | Successor Predecessor For the period from For the period from Year ended Year ended March 14 to December 31, January 1 to March 13, 2017 2016 2015 2015 SUPPLEMENTAL DISCLOSURES: Cash interest paid 54,676 77,437 25,379 — Income taxes paid 28,086 66,264 — — SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES: Brick Disposition, net of tax — (150,222 ) — — Issuance of tax receivable agreement, net of tax — (142,349 ) — — Other affiliate transactions affecting Contributed Capital — 38,434 14,900 — Fair value changes of derivatives recorded in OCI, net of tax (3,548 ) 215 1,549 — |
Organization and description 54
Organization and description of the business - Additional Information (Details) | May 01, 2017USD ($) | Oct. 25, 2016USD ($)$ / sharesshares | Oct. 06, 2016$ / sharesshares | Apr. 12, 2016USD ($) | Mar. 13, 2015USD ($) | Mar. 13, 2015USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Jul. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 05, 2016$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common shares, authorized (in shares) | shares | 190,000,000 | 190,000,000 | 190,000,000 | 1,000 | |||||||
Common shares, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.01 | |||||||
Stock split (in shares) | 41,619.472 | ||||||||||
Common shares, outstanding (in shares) | shares | 41,619,472 | 64,231,000 | 63,924,000 | ||||||||
Preferred stock, authorized (in shares) | shares | 10,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | shares | 0 | ||||||||||
Preferred stock, shares outstanding (in shares) | shares | 0 | ||||||||||
Debt obligations | $ 1,193,787,000 | $ 1,096,047,000 | |||||||||
Repayments of debt | $ 296,000,000 | ||||||||||
Roof Tile | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from divestiture of business | $ 10,500,000 | ||||||||||
Loss on sale of business | $ 800,000 | ||||||||||
Senior Notes | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Debt obligations | 1,050,000,000 | ||||||||||
Repayments of debt | 1,040,000,000 | ||||||||||
Senior Notes | 2016 Senior Term Loan, net of debt issue costs and original issuance discount of | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Debt obligations | 1,050,000,000 | ||||||||||
Senior Notes | 2016 Senior Term Loan | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Debt obligations | 1,050,000,000 | 1,193,787,000 | $ 1,000,983,000 | ||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from debt | 125,000,000 | ||||||||||
Line of Credit | 2016 Senior Term Loan | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from debt | $ 200,000,000 | ||||||||||
Junior Term Loan | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Repayments of debt | $ 260,000,000 | ||||||||||
IPO | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued in initial public offering (IPO) (in shares) | shares | 18,420,000 | ||||||||||
Initial public offering price (IPO) (in usd per share) | $ / shares | $ 18 | ||||||||||
Net proceeds from initial public offering (IPO) | $ 313,300,000 | ||||||||||
Predecessor | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Net proceeds from initial public offering (IPO) | $ 0 | ||||||||||
Proceeds from debt | 0 | ||||||||||
Repayments of debt | 0 | ||||||||||
Long-lived asset impairment charges | 27,000 | ||||||||||
Predecessor | HeidelbergCement Hanson Building Products | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Business acquisition, possible maximum earn out | $ 100,000,000 | 100,000,000 | |||||||||
Debt acquired to fund acquisition | 940,000,000 | ||||||||||
Water Pipe & Products | U.S. Concrete and Steel Pressure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Consideration received on sale of disposal group | $ 23,200,000 | ||||||||||
Long-lived asset impairment charges | $ 7,500,000 | ||||||||||
Water Pipe & Products | U.S. Concrete and Steel Pressure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Nonoperating Income (Expense) | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Loss on sale of business | $ 32,300,000 | ||||||||||
LSF9 | Predecessor | HeidelbergCement Hanson Building Products | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Purchase price | 1,330,000,000 | ||||||||||
Business acquisition, possible maximum earn out | 100,000,000 | $ 100,000,000 | |||||||||
Capital contribution used to fund acquisition | 432,300,000 | ||||||||||
Debt acquired to fund acquisition | $ 940,000,000 |
Organization and description 55
Organization and description of the business - Acquisition Transactions (Details) - USD ($) $ in Millions | Oct. 25, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cretex Concrete Products, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 245.1 | |||
Sherman-Dixie Concrete Industries | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 66.8 | |||
USP Holdings, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 778.7 | |||
Bio Clean Environmental Services, Inc. and Modular Wetland Systems, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 31.9 | |||
J&G Concrete Operations, LLC | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 32.4 | |||
Precast Concepts, LLC | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 99.6 | |||
Royal Enterprises America, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 35.5 | |||
Revolving Credit Facility | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Proceeds from senior and junior term loans, net | $ 125 |
Summary of significant accoun56
Summary of significant accounting policies (Details) | Mar. 13, 2015USD ($) | Mar. 13, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)customer | Dec. 31, 2016USD ($)customer |
Debt Instrument [Line Items] | |||||
Debt face amount, carve out portion | $ 515,500,000 | $ 515,500,000 | |||
Collective-bargaining arrangement, percentage of participants | 33.00% | ||||
Collective-bargaining arrangement, percent of participants, agreement expiries within 12 months | 27.00% | ||||
Interest costs capitalized | 0 | $ 0 | $ 0 | $ 0 | |
Debt discount and issuance costs | 41,600,000 | ||||
Accrued environmental obligation | 1,600,000 | 1,700,000 | |||
Freight costs | $ 9,200,000 | $ 50,000,000 | $ 132,300,000 | $ 104,600,000 | |
Revenues as a percent of net sales, recognized in continuing operations using the percentage of completion method, percent | 5.00% | 6.00% | 3.00% | 3.00% | |
Insurance gain | $ 3,800,000 | ||||
Predecessor | |||||
Debt Instrument [Line Items] | |||||
Collective-bargaining arrangement, percentage of participants | 37.00% | ||||
Successor | |||||
Debt Instrument [Line Items] | |||||
Debt face amount, carve out portion | 167,500,000 | $ 167,500,000 | |||
Debt instrument, face amount, unallocated portion | 424,500,000 | ||||
Buildings | Minimum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 20 years | ||||
Buildings | Maximum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 40 years | ||||
Machinery and equipment | Minimum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 4 years | ||||
Machinery and equipment | Maximum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 20 years | ||||
Other equipment | Minimum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 5 years | ||||
Other equipment | Maximum | |||||
Debt Instrument [Line Items] | |||||
Useful life of property, plant and equipment | 10 years | ||||
Customer Concentration Risk | Water Pipe & Products | Core and Main | Net Sales | |||||
Debt Instrument [Line Items] | |||||
Number of major customers | customer | 1 | 1 | |||
Concentration risk, percentage | 13.00% | 11.00% | |||
Customer Concentration Risk | Water Pipe & Products | Core and Main | Total Receivables | |||||
Debt Instrument [Line Items] | |||||
Number of major customers | customer | 1 | 1 | |||
Concentration risk, percentage | 17.00% | 13.00% | |||
HeidelbergCement Hanson Building Products | Predecessor | |||||
Debt Instrument [Line Items] | |||||
Debt acquired to fund acquisition | 940,000,000 | ||||
Forterra Building Products | HeidelbergCement Hanson Building Products | Predecessor | |||||
Debt Instrument [Line Items] | |||||
Capital contribution used to fund acquisition | 432,300,000 | ||||
Debt acquired to fund acquisition | $ 940,000,000 |
Business combinations - Fair Va
Business combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 13, 2015 |
Business Combinations [Abstract] | |||
Net working capital | $ 257,368 | ||
Property, plant and equipment | 311,191 | ||
Investment in equity method investee | 56,400 | ||
Customer backlog intangible | 4,500 | ||
Other assets and other liabilities | (6,495) | ||
Net identifiable assets acquired | 622,964 | ||
Goodwill | $ 496,141 | $ 491,447 | 17,464 |
Consideration transferred, net of cash acquired | $ 640,428 |
Business combinations - Additio
Business combinations - Additional Information (Details) | Oct. 14, 2016USD ($)facility | Mar. 13, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 13, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 03, 2017USD ($) | Oct. 25, 2016USD ($) | Aug. 04, 2016USD ($) | Apr. 15, 2016USD ($) | Jan. 29, 2016USD ($) | Oct. 01, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, net of discount and debt issuance costs | $ 1,193,787,000 | $ 1,096,047,000 | ||||||||||
Debt discount and issuance costs | 41,600,000 | |||||||||||
Consideration transferred, net of cash acquired | $ 640,428,000 | $ 640,428,000 | ||||||||||
Selling, General & Administrative Expenses | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combinations, transaction costs | $ 2,100,000 | 13,700,000 | $ 400,000 | $ 12,700,000 | ||||||||
Senior Notes | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, net of discount and debt issuance costs | $ 1,050,000,000 | |||||||||||
Junior Term Loan | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, gross | 260,000,000 | 260,000,000 | ||||||||||
BP NAM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from third-party debt used to fund acquisition | 472,900,000 | |||||||||||
BP NAM | Revolving Credit Facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, net of discount and debt issuance costs | 600,000 | 600,000 | ||||||||||
Line of credit, debt issuance costs | 3,200,000 | 3,200,000 | ||||||||||
BP NAM | Senior Notes | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, gross | 254,900,000 | 254,900,000 | ||||||||||
Debt obligations, net of discount and debt issuance costs | 241,700,000 | 241,700,000 | ||||||||||
Debt discount and issuance costs | 13,200,000 | 13,200,000 | ||||||||||
BP NAM | Junior Term Loan | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, gross | 260,000,000 | 260,000,000 | ||||||||||
Debt obligations, net of discount and debt issuance costs | 233,800,000 | 233,800,000 | ||||||||||
Debt discount and issuance costs | 26,200,000 | 26,200,000 | ||||||||||
Cretex | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 245,100,000 | |||||||||||
Cretex | Senior Notes | 2015 Senior Term Loan | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt obligations, gross | $ 240,000,000 | |||||||||||
Sherman-Dixie | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 66,750,000 | |||||||||||
U.S. Pipe | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 778,710,000 | |||||||||||
Bio Clean | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 31,938,000 | |||||||||||
J&G | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 32,448,000 | |||||||||||
Precast Concepts | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 99,603,000 | |||||||||||
Number of facilities | facility | 3 | |||||||||||
Royal | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration transferred, net of cash acquired | $ 35,491,000 | |||||||||||
Predecessor | BP NAM | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Capital contribution, carve out portion | 167,500,000 | |||||||||||
Business acquisition, possible maximum earn out | $ 100,000,000 | $ 100,000,000 |
Business combinations - Fair 59
Business combinations - Fair Value of Assets Acquired and Liabilities Assumed by Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Feb. 03, 2017 | Dec. 31, 2016 | Oct. 14, 2016 | Aug. 04, 2016 | Apr. 15, 2016 | Jan. 29, 2016 | Oct. 01, 2015 | Mar. 13, 2015 |
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 257,368 | ||||||||
Property, plant and equipment | 311,191 | ||||||||
Finite-lived intangible assets | 4,500 | ||||||||
Other assets and other liabilities | (6,495) | ||||||||
Net identifiable assets acquired | 622,964 | ||||||||
Goodwill | $ 496,141 | $ 491,447 | 17,464 | ||||||
Consideration transferred, net of cash acquired | $ 640,428 | ||||||||
Cretex | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 69,745 | ||||||||
Property, plant and equipment | 97,282 | ||||||||
Other assets and other liabilities | (7,582) | ||||||||
Deferred tax liabilities | 0 | ||||||||
Net identifiable assets acquired | 185,545 | ||||||||
Goodwill | 59,555 | ||||||||
Consideration transferred, net of cash acquired | 245,100 | ||||||||
Cretex | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
Cretex | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 24,700 | ||||||||
Cretex | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Cretex | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 600 | ||||||||
Cretex | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 800 | ||||||||
Cretex | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Cretex | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 0 | ||||||||
Sherman-Dixie | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 14,279 | ||||||||
Property, plant and equipment | 29,163 | ||||||||
Other assets and other liabilities | 0 | ||||||||
Deferred tax liabilities | (11,524) | ||||||||
Net identifiable assets acquired | 40,431 | ||||||||
Goodwill | 26,319 | ||||||||
Consideration transferred, net of cash acquired | 66,750 | ||||||||
Sherman-Dixie | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
Sherman-Dixie | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 5,073 | ||||||||
Sherman-Dixie | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 2,459 | ||||||||
Sherman-Dixie | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 138 | ||||||||
Sherman-Dixie | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 843 | ||||||||
Sherman-Dixie | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Sherman-Dixie | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 0 | ||||||||
U.S. Pipe | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 145,650 | ||||||||
Property, plant and equipment | 246,241 | ||||||||
Other assets and other liabilities | (9,803) | ||||||||
Deferred tax liabilities | (157,365) | ||||||||
Net identifiable assets acquired | 462,354 | ||||||||
Goodwill | 316,356 | ||||||||
Consideration transferred, net of cash acquired | 778,710 | ||||||||
U.S. Pipe | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
U.S. Pipe | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 179,491 | ||||||||
U.S. Pipe | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
U.S. Pipe | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 37,388 | ||||||||
U.S. Pipe | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
U.S. Pipe | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 13,093 | ||||||||
U.S. Pipe | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 7,659 | ||||||||
Bio Clean | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 2,546 | ||||||||
Property, plant and equipment | 162 | ||||||||
Other assets and other liabilities | 0 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Net identifiable assets acquired | 24,504 | ||||||||
Goodwill | 7,434 | ||||||||
Consideration transferred, net of cash acquired | 31,938 | ||||||||
Bio Clean | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 6,692 | ||||||||
Bio Clean | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 3,470 | ||||||||
Bio Clean | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 105 | ||||||||
Bio Clean | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 1,065 | ||||||||
Bio Clean | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Bio Clean | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 10,464 | ||||||||
Bio Clean | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 0 | ||||||||
J&G | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 2,657 | ||||||||
Property, plant and equipment | 9,346 | ||||||||
Other assets and other liabilities | 0 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Net identifiable assets acquired | 17,954 | ||||||||
Goodwill | 14,494 | ||||||||
Consideration transferred, net of cash acquired | 32,448 | ||||||||
J&G | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
J&G | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 4,156 | ||||||||
J&G | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 1,015 | ||||||||
J&G | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
J&G | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 780 | ||||||||
J&G | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
J&G | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Precast Concepts | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | 14,993 | ||||||||
Property, plant and equipment | 15,895 | ||||||||
Other assets and other liabilities | 0 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Net identifiable assets acquired | 51,399 | ||||||||
Goodwill | 48,204 | ||||||||
Consideration transferred, net of cash acquired | 99,603 | ||||||||
Precast Concepts | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
Precast Concepts | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 15,707 | ||||||||
Precast Concepts | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 2,562 | ||||||||
Precast Concepts | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 29 | ||||||||
Precast Concepts | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 2,213 | ||||||||
Precast Concepts | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 0 | ||||||||
Precast Concepts | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 0 | ||||||||
Royal | |||||||||
Business Acquisition [Line Items] | |||||||||
Net working capital | $ 2,994 | ||||||||
Property, plant and equipment | 12,335 | ||||||||
Other assets and other liabilities | (726) | ||||||||
Deferred tax liabilities | 0 | ||||||||
Net identifiable assets acquired | 17,588 | ||||||||
Goodwill | 17,903 | ||||||||
Consideration transferred, net of cash acquired | 35,491 | ||||||||
Royal | In-Process R&D | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite-lived intangible assets | 0 | ||||||||
Royal | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 1,676 | ||||||||
Royal | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 866 | ||||||||
Royal | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 308 | ||||||||
Royal | Customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 63 | ||||||||
Royal | Patents | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 72 | ||||||||
Royal | Other | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 0 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 196,687 | $ 202,379 |
Less: Allowance for doubtful accounts | (4,033) | (898) |
Receivables, net | 192,654 | 201,481 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 190,143 | 178,012 |
Amounts billed, but not yet paid under retainage provisions | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 1,091 | 1,959 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 5,453 | $ 22,408 |
Receivables, net - Allowance Fo
Receivables, net - Allowance For Accounts Receivable Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning Balance | $ (898) | $ (3,283) |
Provision (recoveries) for doubtful accounts | (2,947) | 1,495 |
Write-offs and adjustments | (188) | (890) |
Ending Balance | $ (4,033) | $ (898) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 156,207 | $ 185,507 |
Raw materials | 79,905 | 90,647 |
Work in process | 543 | 3,348 |
Total inventories | $ 236,655 | $ 279,502 |
Investment in equity method i63
Investment in equity method investee (Details) $ in Thousands | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 20, 2012USD ($)locationshares |
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 54,445 | $ 55,236 | |
Drainage Pipe & Products | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 54,445 | 55,236 | |
Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of operating locations to where Company contributed assets and inventory | location | 9 | ||
Ownership percentage | 50.00% | 50.00% | |
Number of common unit voting shares owned (in shares) | shares | 500 | ||
Joint Venture | Drainage Pipe & Products | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 54,400 | $ 55,200 | $ 56,300 |
Equity method investment, difference between carrying amount and underlying equity in net assets | $ 13,200 |
Property, plant and equipment64
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 523,536 | $ 518,423 |
Less: accumulated depreciation | (110,964) | (65,509) |
Property, plant and equipment, net | 412,572 | 452,914 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 343,827 | 329,871 |
Land, buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 144,273 | 142,105 |
Other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 5,141 | 2,592 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 30,295 | $ 43,855 |
Property, plant and equipment65
Property, plant and equipment, net - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 4,400,000 | $ 54,100,000 | $ 20,700,000 | $ 60,200,000 | |
Impairment of property, plant and equipment to be disposed of | $ 30,000 | $ 900,000 | $ 0 | ||
U.S. Concrete and Steel Pressure | Disposal Group, Held-for-sale, Not Discontinued Operations | Water Pipe & Products | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment on property, plant, and equipment and goodwill | $ 7,500,000 |
Goodwill and other intangible66
Goodwill and other intangible assets, net - Goodwill Roll Forward (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Beginning Balance | $ 491,447,000 | ||
Acquisitions | 17,903,000 | ||
Assets held for sale | (8,736,000) | ||
Impairment | (3,003,000) | $ 0 | |
Foreign currency and other adjustments | (1,470,000) | ||
Ending Balance | 496,141,000 | 491,447,000 | |
Drainage Pipe & Products | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 168,866,000 | ||
Acquisitions | 17,903,000 | ||
Assets held for sale | (8,736,000) | ||
Impairment | 0 | ||
Foreign currency and other adjustments | 1,690,000 | ||
Ending Balance | 179,723,000 | 168,866,000 | |
Water Pipe & Products | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 322,581,000 | ||
Acquisitions | 0 | ||
Assets held for sale | 0 | ||
Impairment | $ 3,000,000 | (3,003,000) | |
Foreign currency and other adjustments | (3,160,000) | ||
Ending Balance | $ 316,418,000 | $ 322,581,000 |
Goodwill and other intangible67
Goodwill and other intangible assets, net - Additional Information (Details) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)unit | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of reporting units with goodwill | unit | 3 | ||||
Goodwill impairment charge | $ 3,003,000 | $ 0 | |||
Amortization expense | $ 0 | $ 4,400,000 | 55,400,000 | $ 39,400,000 | |
Water Pipe & Products | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | $ (3,000,000) | $ 3,003,000 | |||
Successor | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | $ 3,000,000 |
Goodwill and other intangible68
Goodwill and other intangible assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles, Accumulated amortization | $ (96,419) | $ (43,808) |
Intangible assets subject to amortization | 181,986 | |
Intangible assets, Gross carrying amount as of December 31 | 321,723 | 325,406 |
Intangible assets, Net carrying amount as of December 31 | 225,304 | 281,598 |
In-Process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 6,354 | $ 6,692 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 10 years | 10 years |
Finite-lived intangibles, Gross carrying amount | $ 229,294 | $ 232,590 |
Finite-lived intangibles, Accumulated amortization | (61,294) | (22,653) |
Intangible assets subject to amortization | $ 168,000 | $ 209,937 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 10 years | 10 years |
Finite-lived intangibles, Gross carrying amount | $ 39,528 | $ 39,220 |
Finite-lived intangibles, Accumulated amortization | (9,896) | (4,449) |
Intangible assets subject to amortization | $ 29,632 | $ 34,771 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 11 years | 10 years |
Finite-lived intangibles, Gross carrying amount | $ 23,629 | $ 23,557 |
Finite-lived intangibles, Accumulated amortization | (7,900) | (2,884) |
Intangible assets subject to amortization | $ 15,729 | $ 20,673 |
Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 9 months | 6 months |
Finite-lived intangibles, Gross carrying amount | $ 13,726 | $ 12,900 |
Finite-lived intangibles, Accumulated amortization | (13,322) | (11,272) |
Intangible assets subject to amortization | $ 404 | $ 1,628 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 5 years | 5 years |
Finite-lived intangibles, Gross carrying amount | $ 8,325 | $ 9,918 |
Finite-lived intangibles, Accumulated amortization | (3,782) | (2,508) |
Intangible assets subject to amortization | $ 4,543 | $ 7,410 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangibles, Weighted average amortization period (in years) | 10 years | 11 years |
Finite-lived intangibles, Gross carrying amount | $ 867 | $ 529 |
Finite-lived intangibles, Accumulated amortization | (225) | (42) |
Intangible assets subject to amortization | $ 642 | $ 487 |
Goodwill and other intangible69
Goodwill and other intangible assets, net - Future Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 50,265 |
2,019 | 43,602 |
2,020 | 37,583 |
2,021 | 29,743 |
2,022 | 20,793 |
Intangible assets subject to amortization | $ 181,986 |
Fair value measurement - Assets
Fair value measurement - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Non-current assets | ||
Derivative asset | $ 5,251 | $ 0 |
Fair Value, Measurements, Recurring | ||
Non-current assets | ||
Derivative asset | 5,251 | |
Current liabilities | ||
Derivative liability | 6,286 | |
Current liabilities | ||
Derivative liability | 372 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Non-current assets | ||
Derivative asset | 0 | |
Current liabilities | ||
Derivative liability | 0 | |
Current liabilities | ||
Derivative liability | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Non-current assets | ||
Derivative asset | 5,251 | |
Current liabilities | ||
Derivative liability | 6,286 | |
Current liabilities | ||
Derivative liability | 372 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Non-current assets | ||
Derivative asset | 0 | |
Current liabilities | ||
Derivative liability | $ 0 | |
Current liabilities | ||
Derivative liability | $ 0 |
Fair value measurement - Carryi
Fair value measurement - Carrying and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Non-current liabilities | ||
Tax receivable agreement payable | $ 117,563 | $ 160,783 |
Carrying Amount | Senior Notes | ||
Non-current liabilities | ||
2016 Senior Term Loan | 1,193,787 | 1,000,983 |
Fair Value | ||
Non-current liabilities | ||
Tax receivable agreement payable | 75,865 | 125,614 |
Fair Value | Senior Notes | ||
Non-current liabilities | ||
2016 Senior Term Loan | 1,151,981 | 1,064,395 |
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Non-current liabilities | ||
Tax receivable agreement payable | 0 | 0 |
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior Notes | ||
Non-current liabilities | ||
2016 Senior Term Loan | 0 | 0 |
Fair Value | Significant Other Observable Inputs (Level 2) | ||
Non-current liabilities | ||
Tax receivable agreement payable | 0 | 0 |
Fair Value | Significant Other Observable Inputs (Level 2) | Senior Notes | ||
Non-current liabilities | ||
2016 Senior Term Loan | 1,151,981 | 1,064,395 |
Fair Value | Significant Unobservable Inputs (Level 3) | ||
Non-current liabilities | ||
Tax receivable agreement payable | 75,865 | 125,614 |
Fair Value | Significant Unobservable Inputs (Level 3) | Senior Notes | ||
Non-current liabilities | ||
2016 Senior Term Loan | $ 0 | $ 0 |
Accrued liabilities (Details)
Accrued liabilities (Details) - Successor - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Line Items] | ||
Accrued payroll and employee benefits | $ 26,597 | $ 29,945 |
Accrued taxes | 10,294 | 32,746 |
Accrued rebates | 8,428 | 7,509 |
Short-term derivative liability | 6,286 | 0 |
Warranty | 5,038 | 3,509 |
Environmental obligation | 446 | 775 |
Other miscellaneous accrued liabilities | 15,693 | 3,681 |
Total accrued liabilities | $ 72,782 | $ 78,165 |
Debt and deferred financing c73
Debt and deferred financing costs - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 25, 2016 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,193,787 | $ 1,096,047 | |
Less: current portion debt | (12,510) | (10,500) | |
Total long-term debt | 1,181,277 | 1,085,547 | |
Debt issue costs and original issue discount | 41,600 | ||
Senior Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | $ 1,050,000 | ||
Senior Term Loan | 2016 Senior Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | 1,193,787 | 1,000,983 | $ 1,050,000 |
Debt issue costs and original issue discount | 41,580 | 46,392 | |
Revolving Line of Credit | 2016 Revolver | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 95,064 | |
Debt issuance costs | $ 0 | $ 3,936 |
Debt and deferred financing c74
Debt and deferred financing costs - Additional Information (Details) - USD ($) | May 01, 2017 | Oct. 25, 2016 | Jun. 17, 2016 | Mar. 13, 2015 | Apr. 30, 2016 | Oct. 31, 2015 | Mar. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||
Cash interest expense | $ 84,400,000 | ||||||||||
Interest paid by affiliates | 6,900,000 | ||||||||||
Debt obligations | $ 1,096,047,000 | 1,193,787,000 | $ 1,096,047,000 | ||||||||
Debt face amount, carve out portion | $ 515,500,000 | $ 515,500,000 | |||||||||
Debt discount and issuance costs | 41,600,000 | ||||||||||
2016 Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt obligations, gross | $ 1,235,367,000 | ||||||||||
2016 Senior Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 3.00% | 3.50% | |||||||||
2015 Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments of dividends | $ 338,300,000 | ||||||||||
2015 Senior Term Loan Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount, carve out portion increase (decrease) | $ 203,400,000 | ||||||||||
Payments of dividends | 338,300,000 | ||||||||||
Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 1,040,000,000 | ||||||||||
Debt obligations | 1,050,000,000 | ||||||||||
Line of credit facility, accordion feature, increase limit | 285,000,000 | ||||||||||
Senior Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate, floor percentage | 1.00% | ||||||||||
Margin rate | 5.50% | ||||||||||
Senior Term Loan | 2016 Senior Secured Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt obligations | 1,050,000,000 | ||||||||||
Senior Term Loan | 2016 Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate, floor percentage | 1.00% | ||||||||||
Margin rate | 3.00% | ||||||||||
Senior Term Loan | 2016 Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt obligations | $ 1,050,000,000 | 1,000,983,000 | $ 1,193,787,000 | 1,000,983,000 | |||||||
Debt instrument, amortization percentage | 0.25% | ||||||||||
Debt discount and issuance costs | 46,392,000 | $ 41,580,000 | 46,392,000 | ||||||||
Senior Term Loan | 2016 Senior Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate, floor percentage | 1.00% | ||||||||||
Senior Term Loan | 2016 Senior Term Loan | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 2.00% | ||||||||||
Senior Term Loan | 2016 Senior Term Loan | LIBOR or CDOR | Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, collateral covenant, percentage of voting stock, maximum | 65.00% | ||||||||||
Senior Term Loan | 2015 Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt face amount | 635,000,000 | 635,000,000 | |||||||||
Debt increase (decrease) | 345,000,000 | ||||||||||
Senior Term Loan | 2015 Senior Term Loan | Cretex | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt increase (decrease) | $ 240,000,000 | ||||||||||
Senior Term Loan | 2015 Senior Term Loan | Affiliates of LSF9 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | 176,700,000 | ||||||||||
Senior Term Loan | 2015 Senior Term Loan Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt increase (decrease) | 345,000,000 | ||||||||||
Debt discount (premium) and issuance costs of carve out portion | 8,900,000 | ||||||||||
Debt discount and issuance costs | $ 6,700,000 | ||||||||||
Debt obligations, gross | 254,900,000 | 254,900,000 | |||||||||
Senior Term Loan | 2015 Senior Term Loan Credit Agreement | Cretex | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt increase (decrease) | 240,000,000 | ||||||||||
Junior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 260,000,000 | ||||||||||
Write-off of debt discount and issuance costs | 22,400,000 | ||||||||||
Prepayment penalty | 7,800,000 | ||||||||||
Debt face amount | 260,000,000 | 260,000,000 | |||||||||
Debt obligations, gross | 260,000,000 | 260,000,000 | |||||||||
Junior Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate, floor percentage | 1.00% | ||||||||||
Margin rate | 9.50% | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from debt | 125,000,000 | ||||||||||
Line of Credit | Revolving Credit Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Facility fee | 0.20% | ||||||||||
Line of Credit | Revolving Credit Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Facility fee | 0.325% | ||||||||||
Line of Credit | 2016 Revolver | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt obligations | 95,064,000 | $ 0 | $ 95,064,000 | ||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average annual interest rate | 2.69% | ||||||||||
Debt obligations | 125,000,000 | ||||||||||
Line of credit facility, accordion feature, increase limit | 100,000,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | 300,000,000 | ||||||||||
Line of credit facility, maximum borrowing capacity, accordion feature, increase limit | $ 50,000,000 | ||||||||||
Debt instrument, borrowing base limitation, sum of eligible cash, maximum | 100.00% | ||||||||||
Debt instrument, borrowing base limitation, eligible accounts receivable, maximum | 85.00% | ||||||||||
Debt instrument, borrowing base limitation, eligible inventory, maximum | 75.00% | ||||||||||
Debt instrument, borrowing base limitation, orderly liquidation value of eligible inventory, maximum | 85.00% | ||||||||||
Debt instrument, borrowing base limitation, eligible accounts receivable and inventory, accordion feature, maximum | 2.50% | ||||||||||
Fixed charge coverage ratio | 1 | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | United States | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 280,000,000 | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | LIBOR or CDOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, collateral covenant, percentage of voting stock, maximum | 65.00% | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | LIBOR or CDOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 1.25% | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | LIBOR or CDOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 1.75% | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | Base Rate, Canadian Prime Rate or Canadian Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 0.25% | ||||||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | Base Rate, Canadian Prime Rate or Canadian Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Margin rate | 0.75% | ||||||||||
Line of Credit | 2016 Senior Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from debt | $ 200,000,000 | ||||||||||
Debt interest rate reduction on effective percentage | 0.50% | ||||||||||
Proceeds from revolver | $ 196,800,000 | ||||||||||
Line of Credit | 2015 Revolver | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | 203,400,000 | ||||||||||
Debt increase (decrease) | 205,000,000 | ||||||||||
Line of Credit | 2015 Revolver | U.S. Pipe | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from debt | 205,000,000 | ||||||||||
Line of Credit | 2015 Revolver | Affiliates of LSF9 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | 203,400,000 | ||||||||||
Line of Credit | 2015 Revolver | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average annual interest rate | 2.45% | ||||||||||
Allowable borrowing base | $ 274,500,000 | ||||||||||
Debt obligations | 45,000,000 | 45,000,000 | |||||||||
Debt obligations, gross | 600,000 | 600,000 | |||||||||
Letters of credit outstanding | 15,100,000 | ||||||||||
Line of Credit | 2015 Revolver | Revolving Credit Facility | Cretex | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 285,000,000 | ||||||||||
Financing obligation | Cretex | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | 71,600,000 | ||||||||||
Debt discount (premium) and issuance costs of carve out portion | $ 51,900,000 | ||||||||||
Predecessor | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | 0 | ||||||||||
Proceeds from debt | 0 | ||||||||||
Proceeds from revolver | 0 | ||||||||||
Predecessor | HeidelbergCement Hanson Building Products | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt acquired to fund acquisition | 940,000,000 | ||||||||||
Successor | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 5,366,000 | 12,008,000 | $ 1,300,536,000 | ||||||||
Proceeds from debt | 730,404,000 | 200,000,000 | 1,593,150,000 | ||||||||
Proceeds from revolver | $ 45,619,000 | $ 194,000,000 | $ 398,611,000 | ||||||||
Debt face amount, carve out portion | 167,500,000 | $ 167,500,000 | |||||||||
Debt instrument, face amount, unallocated portion | $ 424,500,000 | ||||||||||
Successor | 2015 Senior Term Loan Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Write-off of debt discount and issuance costs | $ 22,400,000 |
Debt and deferred financing c75
Debt and deferred financing costs - Future Minimum Principal Payments (Details) - 2016 Senior Term Loan $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 12,510 |
2,019 | 12,510 |
2,020 | 12,510 |
2,021 | 12,510 |
2,022 | 12,510 |
Thereafter | 1,172,817 |
Total | $ 1,235,367 |
Other long-term liabilities (De
Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Workers' compensation | $ 9,455 | $ 9,864 |
Deferred rent | 8,242 | 2,776 |
Capital lease obligation | 4,155 | 3,710 |
Employee benefits | 2,227 | 2,524 |
Insurance | 1,335 | 951 |
Environmental remediation liability | 1,162 | 901 |
Other miscellaneous long-term liabilities | 2,611 | 2,527 |
Other long term liabilities | $ 29,187 | $ 23,253 |
Derivatives and hedging - Addit
Derivatives and hedging - Additional Information (Details) - USD ($) $ in Thousands | Feb. 09, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Interest rate swaps | Not Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Derivative notional amount | $ 525,000 | |||||
Derivative, fixed Interest rate to pay interest | 1.52% | |||||
Derivative, term of contract | 3 years | |||||
Successor | ||||||
Derivative [Line Items] | ||||||
Derivative, net notional amount settled in cash | $ 1,300 | |||||
Proceeds from settlement of derivatives | $ 6,500 | $ 0 | $ 0 | $ 6,546 |
Derivatives and hedging - Fair
Derivatives and hedging - Fair Values of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Assets | ||
Derivative assets fair value | $ 5,251 | $ 0 |
Derivative assets, legally enforceable master netting arrangements | 0 | 0 |
Derivative assets, net | 5,251 | 0 |
Derivative Liabilities | ||
Derivative liability, fair value, gross liability | 6,286 | 372 |
Derivative liability, collateral, right to reclaim cash | 0 | 0 |
Derivative liability, net | 6,286 | 372 |
Foreign exchange forward contracts | ||
Derivative Assets | ||
Derivative assets, notional amount | 0 | 0 |
Derivative assets fair value | 0 | 0 |
Derivative Liabilities | ||
Derivative liability, notional amount | 92,961 | 92,961 |
Derivative liability, fair value, gross liability | $ 372 | |
Interest rate swaps | ||
Derivative Assets | ||
Derivative assets, notional amount | 525,000 | |
Derivative Liabilities | ||
Derivative liability, notional amount | 0 | |
Derivative liability, fair value, gross liability | $ 0 |
Derivatives and hedging - Effec
Derivatives and hedging - Effect on Combined Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Income (Expense), Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain reclassified from Accumulated other comprehensive income into income | $ 0 | $ 177 |
Designated as Hedging Instrument | Net Investment Hedging | Foreign exchange forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivatives recognized in Accumulated other comprehensive loss | (3,548) | 215 |
Not Designated as Hedging Instrument | Foreign exchange forward contracts | Other Operating Income (Expense) | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivatives not designated as hedges in other operating income (expense) | 0 | (3,067) |
Not Designated as Hedging Instrument | Interest rate swaps | Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivatives not designated as hedges in other operating income (expense) | $ 5,251 | $ 0 |
Sale-leaseback transaction (Det
Sale-leaseback transaction (Details) $ in Thousands | Apr. 14, 2016USD ($)property | Apr. 05, 2016USD ($)property | Oct. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Sale Leaseback Transaction [Line Items] | |||||||
Number of properties sold | property | 2 | 47 | |||||
Proceeds from sale-leaseback | $ 11,900 | $ 204,300 | |||||
Sale leaseback transaction, lease term | P20Y | ||||||
Sale leaseback transaction, lease renewal term | 9 years 11 months | ||||||
Proceeds from sale leaseback transactions, net of transaction costs | $ 209,700 | ||||||
Sale leaseback transaction, loss recognized in operations | $ 19,600 | ||||||
Deferred gain, total | $ 81,500 | ||||||
Deferred gain, non-current portion | $ 78,215 | $ 75,743 | $ 78,215 | ||||
Cost of Good Sold | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Sale leaseback transaction, rent expense | 20,900 | 4,300 | |||||
Interest Expense | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Sale leaseback transaction, interest expense | 9,300 | ||||||
Other Current Liabilities | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Deferred gain, current portion | 2,800 | 2,800 | |||||
Minimum | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Sale leaseback transaction, rent escalation percentage | 2.00% | ||||||
Maximum | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Sale leaseback transaction, rent escalation percentage | 4.00% | ||||||
Successor | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Proceeds from sale-leaseback | $ 0 | 0 | 216,280 | ||||
Sale leaseback transaction, transaction costs | $ 6,500 | ||||||
Sale leaseback transaction, loss recognized in operations | 19,600 | ||||||
Successor | Other Current Liabilities | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Deferred gain, current portion | $ 2,800 | ||||||
Deferred gain, non-current portion | $ 78,200 | $ 78,200 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) | Nov. 03, 2017movant | Oct. 27, 2017motion | Oct. 13, 2017motion | Aug. 14, 2017plaintiff | Oct. 25, 2016USD ($) | Oct. 05, 2016USD ($) | Oct. 31, 2016USD ($) | Mar. 13, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016 | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Lone Star | Affiliated Entities | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Accrued liabilities related to tax receivable agreement | $ 160,800,000 | $ 117,600,000 | $ 117,600,000 | ||||||||||
Income tax benefits, recognized as reduction to equity | 18,500,000 | $ (18,400,000) | |||||||||||
Reduction to additional-paid-in capital related to tax receivable agreement | $ 142,300,000 | ||||||||||||
Change in tax receivable agreement liability | 46,200,000 | ||||||||||||
Payments of tax receivable agreement liability | 0 | ||||||||||||
HeidelbergCement Case | Pending Litigation | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought | $ 100,000,000 | ||||||||||||
Loss contingency liability | 0 | 0 | |||||||||||
Securities Lawsuits | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, number of plaintiffs | plaintiff | 4 | ||||||||||||
Loss contingency, number of consolidated motions | motion | 3 | ||||||||||||
Loss contingency, number of motions withdrawn | motion | 1 | ||||||||||||
Loss contingency, number of movants | movant | 1 | ||||||||||||
Predecessor | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Change in tax receivable agreement liability | $ 0 | ||||||||||||
Predecessor | HeidelbergCement Hanson Building Products | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Business acquisition, possible maximum earn out | $ 100,000,000 | ||||||||||||
Successor | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Change in tax receivable agreement liability | $ 0 | $ (46,180,000) | $ 0 | ||||||||||
Successor | Lone Star | Affiliated Entities | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Certain covered tax benefits paid by related party, percentage | 85.00% | ||||||||||||
Income tax benefits, recognized as reduction to equity | $ 26,900,000 |
Commitments and contingencies82
Commitments and contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 31,509 |
2,019 | 29,060 |
2,020 | 27,531 |
2,021 | 25,213 |
2,022 | 24,941 |
Thereafter | 569,882 |
Future minimum lease payments | $ 708,136 |
Earnings per share - Additional
Earnings per share - Additional Information (Details) - shares | Oct. 25, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 206,254 | 71,372 | |
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 3,353 | 0 | |
Affiliates of LSF9 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
New shares issued to affiliates (in shares) | 3,750,000 |
Earnings per share - Calculatio
Earnings per share - Calculation of Basic and Diluted EPS (Details) - Successor - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [3] | Mar. 31, 2017 | [4] | Dec. 31, 2016 | [5] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||||
Loss from continuing operations | $ 43,158 | $ (11,502) | $ (11,173) | $ (22,543) | $ (45,142) | $ 4,368 | $ 31,846 | $ (2,162) | $ (74,178) | $ (2,060) | $ (11,090) | |||||
Discontinued operations, net of tax | (3,585) | 4,000 | 4,843 | (1,774) | (8,608) | 0 | 3,484 | |||||||||
Net loss | $ 43,158 | $ (11,502) | $ (11,173) | $ (22,543) | $ (48,727) | $ 8,368 | $ 36,689 | $ (3,936) | $ (82,786) | $ (2,060) | $ (7,606) | |||||
Common stock: | ||||||||||||||||
Weighted average basic shares outstanding (in shares) | 45,369 | 63,801 | 49,053 | |||||||||||||
Weighted average diluted shares outstanding (in shares) | 45,369 | 63,801 | 49,053 | |||||||||||||
Basic earnings (loss) per share: | ||||||||||||||||
Income (loss) from continuing operations, basic (in usd per share) | $ 0.68 | $ (0.18) | $ (0.18) | $ (0.35) | $ (0.75) | $ 0.10 | $ 0.70 | $ (0.05) | $ (1.63) | $ (0.03) | $ (0.23) | |||||
Income (loss) from discontinued operations, net of taxes, basic (in usd per share) | (0.19) | 0 | 0.07 | |||||||||||||
Net (loss) (in usd per share) | 0.68 | (0.18) | (0.18) | (0.35) | (0.81) | 0.19 | 0.81 | (0.09) | (1.82) | (0.03) | (0.16) | |||||
Diluted earnings (loss) per share: | ||||||||||||||||
Income (loss) from continuing operations, diluted (in usd per share) | 0.67 | (0.18) | (0.18) | (0.35) | (0.75) | 0.10 | 0.70 | (0.05) | (1.63) | (0.03) | (0.23) | |||||
Income (loss) from discontinued operations, net of taxes, diluted (in usd per share) | 0 | 0 | 0 | 0 | (0.06) | 0.09 | 0.11 | (0.04) | (0.19) | 0 | 0.07 | |||||
Net loss (in usd per share) | $ 0.67 | $ (0.18) | $ (0.18) | $ (0.35) | $ (0.81) | $ 0.19 | $ 0.81 | $ (0.09) | $ (1.82) | $ (0.03) | $ (0.16) | |||||
Stock options | ||||||||||||||||
Common stock: | ||||||||||||||||
Effect of dilutive securities - stock options (in shares) | 0 | 0 | 0 | |||||||||||||
[1] | The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. | |||||||||||||||
[2] | $3.0 million.(3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. | |||||||||||||||
[3] | The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million. | |||||||||||||||
[4] | During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million, which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. | |||||||||||||||
[5] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Millions | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 6.4 | $ 11.3 | $ 10.5 | |
Predecessor | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost recognized | $ 1.4 |
Stock-based plans - Additional
Stock-based plans - Additional Information (Details) $ in Millions | Oct. 19, 2016shares | Dec. 31, 2017USD ($)planshares | Dec. 31, 2016USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity compensation plans | plan | 1 | ||
Stock-based compensation expense | $ 3.7 | $ 0.3 | |
Unrecognized compensation expense on stock options | $ 4.2 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for recognition of nonvested awards | 2 years 5 months 19 days | ||
Stock options | Employees | Three year vesting period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 3 years | ||
Stock options | Employees | Four year vesting period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 4 years | ||
Stock options | Independent Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 1 year | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for recognition of nonvested awards | 2 years 3 months 29 days | ||
Restricted stocks granted (in shares) | shares | 478,539 | 136,900 | |
Fair value of awards granted in period | $ 6.2 | ||
Unrecognized compensation expense on restricted stocks | $ 4.7 | ||
Restricted stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 1 year | ||
Restricted stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 4 years | ||
Restricted stock | Employees | Three year vesting period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 3 years | ||
Restricted stock | Employees | Four year vesting period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 4 years | ||
Restricted stock | Independent Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan award vesting period | 1 year | ||
2016 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance (in shares) | shares | 5,000,000 | ||
Term of share-based incentive plan | 10 years | ||
2016 Stock Incentive Plan | Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stocks granted (in shares) | shares | 136,900 | ||
Fair value of awards granted in period | $ 2.5 |
Stock-based plans - Weighted Av
Stock-based plans - Weighted Average Assumptions in Estimating Fair Value of Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected dividends | 0.00% | 0.00% |
Expected volatility | 39.60% | 39.60% |
Risk-free interest rate | 0.86% | 0.35% |
Expected lives in years | 6 years | 6 years 3 months |
Weighted-average fair value of options: | ||
Granted at fair value (in usd per share) | $ 4.16 | $ 6.95 |
Weighted Average Exercise Price | ||
Granted at fair value (in usd per share) | $ 10.76 | $ 18 |
Stock-based plans - Stock Optio
Stock-based plans - Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||
Outstanding, beginning of year (in shares) | 357,840 | 0 |
Granted (in shares) | 1,258,155 | 361,590 |
Exercised (in shares) | 0 | 0 |
Forfeited (in shares) | (361,566) | (3,750) |
Outstanding, end of year (in shares) | 1,254,429 | 357,840 |
Options vested or expected to vest at year end (in shares) | 108,613 | |
Options exercisable at year end (in shares) | 108,613 | |
Weighted Average Exercise Price | ||
Granted (in usd per share) | $ 10.76 | $ 18 |
Exercised (in usd per share) | 12.56 | 18 |
Outstanding, end of year (in usd per share) | 12.31 | $ 18 |
Options vested or expected to vest at year end (in usd per share) | 18.02 | |
Options exercisable at year end (in usd per share) | $ 18.02 |
Stock-based plans - Restricted
Stock-based plans - Restricted Stock Awards Activity (Details) - Restricted stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||
Unvested balance, beginning of year (in shares) | 134,650 | 0 |
Grants (in shares) | 478,539 | 136,900 |
Vested (in shares) | (44,628) | |
Forfeitures (in shares) | (127,211) | (2,250) |
Unvested balance, end of year (in shares) | 441,350 | 134,650 |
Weighted Average Grant Date Fair Value | ||
Unvested balance, beginning of year (in usd per share) | $ 18 | |
Grants (in usd per share) | 12.93 | $ 18 |
Vested (in usd per share) | 18.03 | |
Forfeitures (in usd per share) | 14.16 | 18 |
Unvested balance, end of year (in usd per share) | $ 13.60 | $ 18 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) | Oct. 25, 2016 | Oct. 17, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Contingency [Line Items] | ||||||
Provisional amount recorded for the reduction in net deferred tax liabilities due to changes in tax rate | $ 28,700,000 | $ 28,700,000 | ||||
Recognition of one-time transition tax on foreign earnings | 1,700,000 | 1,700,000 | ||||
Deferred tax assets, tax receivable agreement | 1,220,000 | 1,220,000 | $ 18,431,000 | |||
Liability for uncertain tax positions | 0 | 0 | 0 | |||
Bricks Joint Venture | Affiliated Entities | ||||||
Income Tax Contingency [Line Items] | ||||||
Reduction to additional paid-in-capital | $ 33,200,000 | |||||
Income taxes payable | 31,100,000 | |||||
Reduction to deferred tax assets | 2,100,000 | |||||
Sherman-Dixie and USP | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred income tax liabilities acquired | $ 173,000,000 | |||||
Successor | ||||||
Income Tax Contingency [Line Items] | ||||||
Reduction to additional paid-in-capital | $ 1,952,000 | |||||
Scenario, Adjustment | ||||||
Income Tax Contingency [Line Items] | ||||||
Reduction to additional paid-in-capital | 11,300,000 | |||||
Tax related to reduction of additional paid-in capital | $ 25,200,000 | |||||
Lone Star | Affiliated Entities | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax benefits, recognized as reduction to equity | $ (18,500,000) | $ 18,400,000 | ||||
Lone Star | Successor | Affiliated Entities | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax benefits, recognized as reduction to equity | $ (26,900,000) |
Income taxes - Income (loss) fr
Income taxes - Income (loss) from continuing operations before income taxes (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Mar. 13, 2015 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [3] | Mar. 31, 2017 | [4] | Dec. 31, 2016 | [5] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | |||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||
U.S. companies | $ (85,674) | $ (54,690) | $ (80,425) | ||||||||||||||
Foreign companies | 16,888 | 11,958 | 17,643 | ||||||||||||||
Loss before income taxes | $ 27,934 | $ (19,956) | $ (14,803) | $ (35,907) | $ (68,248) | $ 12,522 | $ 5,673 | $ (12,729) | $ (68,786) | $ (42,732) | $ (62,782) | ||||||
Predecessor | |||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||
U.S. companies | $ (2,424) | ||||||||||||||||
Foreign companies | (90) | ||||||||||||||||
Loss before income taxes | $ (2,514) | ||||||||||||||||
[1] | The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. | ||||||||||||||||
[2] | $3.0 million.(3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. | ||||||||||||||||
[3] | The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million. | ||||||||||||||||
[4] | During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million, which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. | ||||||||||||||||
[5] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Income taxes - Income tax (expe
Income taxes - Income tax (expense) benefit from continuing operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | ||||
Current income tax | ||||
U.S. companies | $ 0 | $ 21,539 | $ (5,265) | |
State | (765) | (1,479) | (6,370) | |
Canadian and other companies | (6,633) | (4,884) | (7,599) | |
Total current tax (expense) benefit | (7,398) | 15,176 | (19,234) | |
Deferred income tax | ||||
U.S. companies | 0 | 26,866 | 59,084 | |
State | 470 | (1,658) | 9,326 | |
Canadian and other companies | 1,536 | 288 | 2,516 | |
Total deferred tax (expense) benefit | 2,006 | 25,496 | 70,926 | |
Income tax (expense) benefit - continuing operations | $ (5,392) | $ 40,672 | $ 51,692 | |
Predecessor | ||||
Current income tax | ||||
U.S. companies | $ 0 | |||
State | 0 | |||
Canadian and other companies | 3,491 | |||
Total current tax (expense) benefit | 3,491 | |||
Deferred income tax | ||||
U.S. companies | 0 | |||
State | 0 | |||
Canadian and other companies | (2,749) | |||
Total deferred tax (expense) benefit | (2,749) | |||
Income tax (expense) benefit - continuing operations | $ 742 |
Income taxes - Tax rate reconci
Income taxes - Tax rate reconciliation from continuing operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Mar. 13, 2015 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [2] | Jun. 30, 2017 | [3] | Mar. 31, 2017 | [4] | Dec. 31, 2016 | [5] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | |||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||
U.S. Federal statutory tax rate | 35.00% | 35.00% | |||||||||||||||
Loss from continuing operations | $ 27,934 | $ (19,956) | $ (14,803) | $ (35,907) | $ (68,248) | $ 12,522 | $ 5,673 | $ (12,729) | $ (68,786) | $ (42,732) | $ (62,782) | ||||||
Income tax benefit at statutory rate of 35% | 24,075 | 14,956 | 21,974 | ||||||||||||||
State income taxes, net of federal benefit | 1,726 | 1,470 | 2,725 | ||||||||||||||
Foreign rate differential | 1,635 | 1,586 | 1,746 | ||||||||||||||
Non-deductible expenses | (949) | (1,233) | (3,428) | ||||||||||||||
Change in valuation allowance | (31,418) | (4,141) | 28,597 | ||||||||||||||
Goodwill impairment | 0 | (1,147) | 0 | ||||||||||||||
Effect of TCJA | 0 | 26,932 | 0 | ||||||||||||||
Tax credits | 0 | 497 | 0 | ||||||||||||||
Other | (461) | 1,752 | 78 | ||||||||||||||
Income tax (expense) benefit - continuing operations | $ (5,392) | $ 40,672 | $ 51,692 | ||||||||||||||
Predecessor | |||||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||||
U.S. Federal statutory tax rate | 35.00% | ||||||||||||||||
Loss from continuing operations | $ (2,514) | ||||||||||||||||
Income tax benefit at statutory rate of 35% | 880 | ||||||||||||||||
State income taxes, net of federal benefit | 0 | ||||||||||||||||
Foreign rate differential | (226) | ||||||||||||||||
Non-deductible expenses | 0 | ||||||||||||||||
Change in valuation allowance | (2,223) | ||||||||||||||||
Goodwill impairment | 0 | ||||||||||||||||
Effect of TCJA | 0 | ||||||||||||||||
Tax credits | 0 | ||||||||||||||||
Other | 2,311 | ||||||||||||||||
Income tax (expense) benefit - continuing operations | $ 742 | ||||||||||||||||
[1] | The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. | ||||||||||||||||
[2] | $3.0 million.(3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. | ||||||||||||||||
[3] | The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million. | ||||||||||||||||
[4] | During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million, which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. | ||||||||||||||||
[5] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Inventory | $ 5,833 | $ 10,785 |
Reserves | 3,326 | 3,498 |
Accrued liabilities | 4,316 | 6,560 |
Net operating losses | 4,580 | 1,874 |
Capitalized transaction costs | 3,292 | 5,018 |
Deferred gain on sale leaseback | 19,593 | 28,058 |
Derivatives | 1,402 | 0 |
Tax receivable agreement | 1,220 | 18,431 |
Other assets | 3,871 | 484 |
Total deferred tax assets | 47,433 | 74,708 |
Valuation allowance | (8,818) | (3,751) |
Total deferred tax assets, net | 38,615 | 70,957 |
Deferred tax liabilities: | ||
Fixed assets | (58,300) | (87,704) |
Deferred financing costs | (10,440) | (13,837) |
Intangible assets | (37,356) | (67,822) |
Other liabilities | 0 | (2,144) |
Total deferred tax liabilities | (106,096) | (171,507) |
Net deferred tax asset (liability) | $ (67,481) | $ (100,550) |
Income taxes - Tax loss carryfo
Income taxes - Tax loss carryforwards (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Federal net operating losses | |
Income Tax Contingency [Line Items] | |
Amount | $ 0 |
State net operating losses | |
Income Tax Contingency [Line Items] | |
Amount | 66,526 |
Foreign net operating losses | |
Income Tax Contingency [Line Items] | |
Amount | $ 4,065 |
Segment reporting (Details)
Segment reporting (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Mar. 13, 2015USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | [2] | Jun. 30, 2017USD ($) | [3] | Mar. 31, 2017USD ($) | [4] | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)geographic_area | |||
Segment Reporting Information [Line Items] | |||||||||||||||||
Number of geographic areas | geographic_area | 3 | ||||||||||||||||
Investment in equity method investee | $ 54,445 | $ 55,236 | $ 54,445 | $ 55,236 | |||||||||||||
Property, plant and equipment, net | 412,572 | 452,914 | 412,572 | 452,914 | |||||||||||||
United States | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Property, plant and equipment, net | 381,754 | 422,853 | 381,754 | 422,853 | |||||||||||||
Canada | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Property, plant and equipment, net | 20,251 | 19,584 | 20,251 | 19,584 | |||||||||||||
Mexico | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Property, plant and equipment, net | 10,567 | 10,477 | 10,567 | 10,477 | |||||||||||||
Drainage Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Investment in equity method investee | 54,445 | 55,236 | 54,445 | 55,236 | |||||||||||||
Successor | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 361,169 | [1] | $ 444,257 | $ 436,685 | $ 338,302 | 354,111 | [5] | $ 441,132 | $ 381,723 | $ 186,996 | $ 604,275 | 1,580,413 | 1,363,962 | ||||
Depreciation and amortization | 25,248 | 115,659 | 93,503 | ||||||||||||||
EBITDA | 2,415 | 132,335 | 155,769 | ||||||||||||||
Interest expense | (45,953) | (59,408) | (125,048) | ||||||||||||||
Loss before income taxes | 27,934 | [1] | $ (19,956) | $ (14,803) | $ (35,907) | (68,248) | [5] | $ 12,522 | $ 5,673 | $ (12,729) | (68,786) | (42,732) | (62,782) | ||||
Capital expenditures | 44,562 | 51,119 | |||||||||||||||
Total assets | 1,811,238 | 1,824,786 | 1,811,238 | 1,824,786 | |||||||||||||
Earnings from equity method investee | 8,429 | 12,360 | 11,947 | ||||||||||||||
Successor | United States | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 1,485,092 | 1,244,378 | |||||||||||||||
Successor | Canada | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 82,529 | 110,567 | |||||||||||||||
Successor | Mexico | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 12,792 | 9,017 | |||||||||||||||
Successor | Drainage Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Earnings from equity method investee | 12,400 | 11,900 | |||||||||||||||
Successor | Operating segments | Drainage Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 431,723 | 834,810 | 728,872 | ||||||||||||||
Depreciation and amortization | 16,792 | 45,750 | 41,004 | ||||||||||||||
EBITDA | 65,003 | 129,618 | 138,274 | ||||||||||||||
Capital expenditures | 22,386 | 22,570 | |||||||||||||||
Total assets | 744,135 | 719,439 | 744,135 | 719,439 | |||||||||||||
Successor | Operating segments | Water Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 167,417 | 745,555 | 632,573 | ||||||||||||||
Depreciation and amortization | 7,944 | 69,089 | 51,799 | ||||||||||||||
EBITDA | 14,768 | 47,587 | 98,641 | ||||||||||||||
Capital expenditures | 20,827 | 25,740 | |||||||||||||||
Total assets | 925,457 | 1,056,572 | 925,457 | 1,056,572 | |||||||||||||
Successor | Corporate and Other | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 5,135 | 48 | 2,517 | ||||||||||||||
Depreciation and amortization | 512 | 820 | 700 | ||||||||||||||
EBITDA | (77,356) | (44,870) | (81,146) | ||||||||||||||
Capital expenditures | 1,349 | 2,809 | |||||||||||||||
Total assets | $ 141,646 | $ 48,775 | $ 141,646 | $ 48,775 | |||||||||||||
Predecessor | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | $ 112,698 | ||||||||||||||||
Depreciation and amortization | 4,389 | ||||||||||||||||
EBITDA | 1,957 | ||||||||||||||||
Interest expense | (82) | ||||||||||||||||
Loss before income taxes | (2,514) | ||||||||||||||||
Earnings from equity method investee | 67 | ||||||||||||||||
Predecessor | United States | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 96,973 | 508,403 | |||||||||||||||
Predecessor | Canada | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 15,725 | 95,872 | |||||||||||||||
Predecessor | Mexico | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 0 | 0 | |||||||||||||||
Predecessor | Drainage Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Earnings from equity method investee | 100 | $ 8,400 | |||||||||||||||
Predecessor | Operating segments | Drainage Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 79,341 | ||||||||||||||||
Depreciation and amortization | 3,231 | ||||||||||||||||
EBITDA | 12,070 | ||||||||||||||||
Predecessor | Operating segments | Water Pipe & Products | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 30,464 | ||||||||||||||||
Depreciation and amortization | 1,030 | ||||||||||||||||
EBITDA | (2,162) | ||||||||||||||||
Predecessor | Corporate and Other | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Net sales | 2,893 | ||||||||||||||||
Depreciation and amortization | 128 | ||||||||||||||||
EBITDA | $ (7,951) | ||||||||||||||||
[1] | The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. | ||||||||||||||||
[2] | $3.0 million.(3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. | ||||||||||||||||
[3] | The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million. | ||||||||||||||||
[4] | During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million, which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. | ||||||||||||||||
[5] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Discontinued operations and d97
Discontinued operations and divestitures - Additional Information (Details) - USD ($) | Oct. 17, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 21, 2017 | Aug. 23, 2016 | Dec. 31, 2015 |
Affiliated Entities | Bricks Joint Venture | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% | |||||
Short-term loan | $ 11,900,000 | |||||
Repayment of short-term loan | $ 11,900,000 | |||||
Reduction to additional paid-in-capital | 33,200,000 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, assets held for sale | $ 37,627,000 | |||||
Discontinued Operations, Held-for-sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, assets held for sale | $ 0 | $ 151,080,000 | ||||
Bricks Joint Venture | Discontinued Operations, Disposed of by Means Other than Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal group, assets held for sale | $ 117,000,000 | |||||
Drainage Pipe & Products [Member] | Foley Exchange Agreement | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received on sale of disposal group | $ 10,000,000 |
Discontinued operations and d98
Discontinued operations and divestitures - Assets and Liabilities Classified as Held For Sale and Included in Discontinued Operations (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets and Liabilities Classified as Held For Sale | |||
Other current assets | $ 12,242,000 | $ 0 | |
Non-current assets held for divestiture | 25,385,000 | 0 | |
Current liabilities held for sale or divestiture | 4,615,000 | 0 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | |||
Assets and Liabilities Classified as Held For Sale | |||
Receivables, net | 4,839,000 | ||
Inventories | 7,403,000 | ||
Current assets held for sale or divestiture | 12,242,000 | ||
Property, plant and equipment, net | 12,022,000 | ||
Goodwill | 8,736,000 | ||
Intangible assets, net | 4,627,000 | ||
Non-current assets held for divestiture | 25,385,000 | ||
Total assets of disposal group classified as held for divestiture | 37,627,000 | ||
Trade payables | 4,286,000 | ||
Accrued liabilities | 153,000 | ||
Deferred revenue | 176,000 | ||
Current liabilities held for sale or divestiture | 4,615,000 | ||
Total liabilities of disposal group classified as held for divestiture | $ 4,615,000 | ||
Discontinued Operations, Held-for-sale | |||
Assets and Liabilities Classified as Held For Sale | |||
Cash | $ 17,563,000 | ||
Receivables, net | 12,333,000 | ||
Inventories | 42,044,000 | ||
Other current assets | 116,000 | ||
Current assets held for sale or divestiture | 72,056,000 | ||
Property, plant and equipment, net | 73,065,000 | ||
Other long term assets | 5,959,000 | ||
Non-current assets held for divestiture | 79,024,000 | ||
Total assets of disposal group classified as held for divestiture | $ 0 | 151,080,000 | |
Trade payables | 11,349,000 | ||
Accrued liabilities | 7,902,000 | ||
Other current liabilities | 78,000 | ||
Current liabilities held for sale or divestiture | 19,329,000 | ||
Other long-term liabilities | 991,000 | ||
Non-current liabilities held for divestiture | 991,000 | ||
Total liabilities of disposal group classified as held for divestiture | $ 20,320,000 |
Discontinued operations and d99
Discontinued operations and divestitures - Pre-tax Profits of Discontinued Operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Mar. 13, 2015 | Dec. 31, 2016 | [1] | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Discontinued operations, net of tax | $ (3,585) | $ 4,000 | $ 4,843 | $ (1,774) | $ (8,608) | $ 0 | $ 3,484 | ||
Successor | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Revenues | 118,389 | 117,206 | |||||||
Cost of goods sold | 112,775 | 98,043 | |||||||
Gross profit | 5,614 | 19,163 | |||||||
Selling, general and administrative | (13,417) | (14,186) | |||||||
Other income and expense items | (419) | (785) | |||||||
Pretax income (loss) on discontinued operations | (8,222) | 4,192 | |||||||
Income tax expense | (386) | (708) | |||||||
Discontinued operations, net of tax | $ (8,608) | $ 3,484 | |||||||
Predecessor | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Discontinued operations, net of tax | $ (3,984) | ||||||||
Predecessor | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Revenues | 19,922 | ||||||||
Cost of goods sold | 19,493 | ||||||||
Gross profit | 429 | ||||||||
Selling, general and administrative | (4,577) | ||||||||
Other income and expense items | 164 | ||||||||
Pretax income (loss) on discontinued operations | (3,984) | ||||||||
Income tax expense | 0 | ||||||||
Discontinued operations, net of tax | $ (3,984) | ||||||||
[1] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Discontinued operations and 100
Discontinued operations and divestitures - Cash Flows, Operating and Investing Activities (Details) - Discontinued Operations, Held-for-sale or Disposed of by Sale - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Successor | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization | $ 7,680 | $ 6,370 | |
Capital expenditures | $ 4,677 | $ 8,251 | |
Predecessor | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation and amortization | $ 2,505 | ||
Capital expenditures | $ 272 |
Discontinued operations and 101
Discontinued operations and divestitures - Divestitures (Details) - USD ($) $ in Thousands | Apr. 12, 2016 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2017 | Mar. 13, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net working capital | $ 257,368 | |||||
Property, plant and equipment | 311,191 | |||||
Finite-lived intangible assets | $ 4,500 | |||||
Roof Tile | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of business | $ 10,500 | |||||
Loss on sale of business | $ 800 | |||||
U.S. Concrete and Steel Pressure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Water Pipe & Products | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received on sale of disposal group | $ 23,200 | |||||
Net working capital | 3,800 | |||||
Property, plant and equipment | 1,800 | |||||
Long-lived assets impairment charge | $ (7,500) | |||||
U.S. Concrete and Steel Pressure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Water Pipe & Products | Nonoperating Income (Expense) | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on sale of business | $ 32,300 | |||||
U.S. Concrete and Steel Pressure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Customer relationships | Water Pipe & Products | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Finite-lived intangible assets | $ 800 | |||||
U.S. Concrete and Steel Pressure | Disposal Group, Held-for-sale, Not Discontinued Operations | Water Pipe & Products | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Long-lived assets impairment charge | (7,500) | |||||
Pre-tax (loss) gain on sale of disposal group | $ (50,900) | $ 200 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Corporate Joint Venture | CP&P Joint Venture [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from sales and services to joint venture | $ 200 | ||||
Successor | |||||
Related Party Transaction [Line Items] | |||||
Due from affiliates | $ 100 | $ 100 | |||
Capital contributions | $ 167,482 | 402,127 | |||
Distribution of Brick net assets and tax attributes | 150,222 | ||||
Issuance of tax receivable agreement, net of tax | 0 | 0 | (142,349) | ||
Payments of distributions to affiliates | 42,513 | 0 | 363,582 | ||
Other affiliate transactions affecting contributed capital | 14,900 | 0 | 38,434 | ||
Payment of interest on behalf of the Company by affiliates | 14,900 | ||||
Net return of contributed capital | 27,613 | 325,148 | |||
Successor | U.S. Pipe | |||||
Related Party Transaction [Line Items] | |||||
Capital contributions | 402,100 | ||||
Successor | Affiliated Entities | Lone Star | |||||
Related Party Transaction [Line Items] | |||||
Payment of certain covered tax benefits buy the Company, percentage | 85.00% | ||||
Successor | Affiliated Entities | Management Services Agreement | Hudson Advisors | |||||
Related Party Transaction [Line Items] | |||||
Related party fees | $ 9,200 | 4,700 | |||
Successor | Affiliated Entities | Bricks Joint Venture | Transition Service Agreement | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from affiliates, collection of transition service agreement | 1,600 | 200 | |||
Net payable due to affiliate | 8,400 | ||||
Net receivable due from affiliate | $ 4,100 | ||||
Successor | Affiliates of LSF9 | |||||
Related Party Transaction [Line Items] | |||||
Distribution of Brick net assets and tax attributes | 150,200 | ||||
Issuance of tax receivable agreement, net of tax | 142,300 | ||||
Payments of distributions to affiliates | 363,600 | ||||
Other affiliate transactions affecting contributed capital | $ 38,400 | ||||
Predecessor | |||||
Related Party Transaction [Line Items] | |||||
Issuance of tax receivable agreement, net of tax | $ 0 | ||||
Payments of distributions to affiliates | 0 | ||||
Other affiliate transactions affecting contributed capital | 0 | ||||
Selling, general and administrative expenses with related party | $ 4,100 |
Quarterly financial data (un103
Quarterly financial data (unaudited) (Details) - USD ($) | Oct. 25, 2016 | Oct. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Goodwill impairment charge | $ 3,003,000 | $ 0 | ||||||||||||||||
Loss on sale-leaseback transaction | $ 19,600,000 | |||||||||||||||||
Lone Star | Affiliated Entities | ||||||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Income tax benefits, recognized as reduction to equity | $ 18,500,000 | $ (18,400,000) | ||||||||||||||||
Successor | ||||||||||||||||||
Net sales | $ 361,169,000 | [1] | $ 444,257,000 | [2] | $ 436,685,000 | [3] | $ 338,302,000 | [4] | $ 354,111,000 | [5] | $ 441,132,000 | $ 381,723,000 | $ 186,996,000 | $ 604,275,000 | 1,580,413,000 | 1,363,962,000 | ||
Cost of goods sold | 304,731,000 | [1] | 362,150,000 | [2] | 361,089,000 | [3] | 299,335,000 | [4] | 293,752,000 | [5] | 339,819,000 | 298,632,000 | 151,305,000 | 513,723,000 | 1,327,305,000 | 1,083,508,000 | ||
Income (loss) from continuing operations before taxes | 27,934,000 | [1] | (19,956,000) | [2] | (14,803,000) | [3] | (35,907,000) | [4] | (68,248,000) | [5] | 12,522,000 | 5,673,000 | (12,729,000) | (68,786,000) | (42,732,000) | (62,782,000) | ||
Income (loss) from continuing operations | 43,158,000 | [1] | (11,502,000) | [2] | (11,173,000) | [3] | (22,543,000) | [4] | (45,142,000) | [5] | 4,368,000 | 31,846,000 | (2,162,000) | (74,178,000) | (2,060,000) | (11,090,000) | ||
Discontinued operations, net of tax | (3,585,000) | [5] | 4,000,000 | 4,843,000 | (1,774,000) | (8,608,000) | 0 | 3,484,000 | ||||||||||
Net loss | $ 43,158,000 | [1] | $ (11,502,000) | [2] | $ (11,173,000) | [3] | $ (22,543,000) | [4] | $ (48,727,000) | [5] | $ 8,368,000 | $ 36,689,000 | $ (3,936,000) | $ (82,786,000) | $ (2,060,000) | $ (7,606,000) | ||
Basic earnings (loss) per share: | ||||||||||||||||||
Continuing operations (in usd per share) | $ 0.68 | [1] | $ (0.18) | [2] | $ (0.18) | [3] | $ (0.35) | [4] | $ (0.75) | [5] | $ 0.10 | $ 0.70 | $ (0.05) | $ (1.63) | $ (0.03) | $ (0.23) | ||
Loss from discontinued operations, net of taxes (in usd per share) | 0 | [1] | 0 | [2] | 0 | [3] | 0 | [4] | (0.06) | [5] | 0.09 | 0.11 | (0.04) | |||||
Net income (in usd per share) | 0.68 | [1] | (0.18) | [2] | (0.18) | [3] | (0.35) | [4] | (0.81) | [5] | 0.19 | 0.81 | (0.09) | (1.82) | (0.03) | (0.16) | ||
Diluted earnings (loss) per share: | ||||||||||||||||||
Continuing operations (in usd per share) | 0.67 | [1] | (0.18) | [2] | (0.18) | [3] | (0.35) | [4] | (0.75) | [5] | 0.10 | 0.70 | (0.05) | (1.63) | (0.03) | (0.23) | ||
Discontinued operations (in usd per share) | 0 | [1] | 0 | [2] | 0 | [3] | 0 | [4] | (0.06) | [5] | 0.09 | 0.11 | (0.04) | (0.19) | 0 | 0.07 | ||
Net income (in usd per share) | $ 0.67 | [1] | $ (0.18) | [2] | $ (0.18) | [3] | $ (0.35) | [4] | $ (0.81) | [5] | $ 0.19 | $ 0.81 | $ (0.09) | $ (1.82) | $ (0.03) | $ (0.16) | ||
Selling, general & administrative expenses | $ 121,554,000 | $ 255,034,000 | $ 216,099,000 | |||||||||||||||
Long-lived asset impairment charges | $ 7,500,000 | $ 1,088,000 | $ 10,551,000 | $ 0 | ||||||||||||||
Goodwill impairment charge | $ 3,000,000 | |||||||||||||||||
Loss on sale-leaseback transaction | $ 19,600,000 | |||||||||||||||||
Successor | Lone Star | Affiliated Entities | ||||||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Pre-tax gain on reduction of tax receivable agreement liability | $ 45,400,000 | $ 800,000 | ||||||||||||||||
Income tax benefits, recognized as reduction to equity | $ 26,900,000 | |||||||||||||||||
Successor | Prior Period Adjustments-Cost Accruals | ||||||||||||||||||
Net sales | $ 700,000 | |||||||||||||||||
Cost of goods sold | 3,300,000 | |||||||||||||||||
Income (loss) from continuing operations before taxes | (4,600,000) | |||||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Selling, general & administrative expenses | $ 2,000,000 | |||||||||||||||||
Successor | 2015 Senior Term Loan Credit Agreement | ||||||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Write-off of debt discount and issuance costs | $ 22,400,000 | |||||||||||||||||
Successor | Disposal Group, Disposed of by Sale, Not Discontinued Operations | U.S. Concrete and Steel Pressure | ||||||||||||||||||
Diluted earnings (loss) per share: | ||||||||||||||||||
Loss on sale of disposal group | $ 31,600,000 | |||||||||||||||||
[1] | The results of operations for the fourth quarter of 2017 include a pretax gain of $45.4 million for the reduction in the tax receivable agreement liability and a tax benefit of $26.9 million for the effect of the TCJA. | |||||||||||||||||
[2] | $3.0 million.(3) The results of operations for the third quarter of 2017 include a loss of $31.6 million for the sale of U.S. Pressure Pipe and a pretax gain of $0.8 million for the reduction in the tax receivable agreement liability. | |||||||||||||||||
[3] | The results of operations for the second quarter of 2017 include a long-lived asset impairment of $7.5 million and a goodwill impairment of $3.0 million. | |||||||||||||||||
[4] | During the first quarter of 2017, the Company identified and corrected prior period errors related to cost accrual items which should have been recognized in 2016. A cumulative correction was recorded during the quarter ended March 31, 2017 which increased pretax loss by $4.6 million, which consisted of a $3.3 million increase to cost of goods sold and a $2.0 million increase to selling, general and administrative expenses, partially offset by a $0.7 million increase in revenues. The Company evaluated the impact of correcting these errors and concluded the errors were immaterial to operating results for the years ended December 31, 2017 and 2016, respectively. | |||||||||||||||||
[5] | The results of operations for the fourth quarter of 2016 include a write-off of issue discounts and capitalized issuance costs of $22.4 million related to the prepayment of the Junior Term Loan and a loss on the sale-leaseback transaction of $19.6 million. |
Supplemental cash flow discl104
Supplemental cash flow disclosures (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Successor | ||||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash interest paid | $ 25,379 | $ 54,676 | $ 77,437 | |
Income taxes paid | 0 | 28,086 | 66,264 | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES: | ||||
Brick Disposition, net of tax | 0 | 0 | (150,222) | |
Issuance of tax receivable agreement, net of tax | 0 | 0 | (142,349) | |
Other affiliate transactions affecting Contributed Capital | 14,900 | 0 | 38,434 | |
Fair value changes of derivatives recorded in OCI, net of tax | $ 1,549 | $ (3,548) | $ 215 | |
Predecessor | ||||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash interest paid | $ 0 | |||
Income taxes paid | 0 | |||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES: | ||||
Brick Disposition, net of tax | 0 | |||
Issuance of tax receivable agreement, net of tax | 0 | |||
Other affiliate transactions affecting Contributed Capital | 0 | |||
Fair value changes of derivatives recorded in OCI, net of tax | $ 0 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent events | Jan. 31, 2018facility |
Prentiss, Mississippi | |
Subsequent Event [Line Items] | |
Number of plants sold | 1 |
Foley Exchange Agreement | Disposal Group, Held-for-sale, Not Discontinued Operations | Southeast | |
Subsequent Event [Line Items] | |
Number of plants sold | 7 |