Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
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-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 64,202,693 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 434,510 | $ 444,257 | $ 1,140,557 | $ 1,219,244 |
Cost of goods sold | 357,374 | 362,150 | 953,743 | 1,022,574 |
Gross profit | 77,136 | 82,107 | 186,814 | 196,670 |
Selling, general & administrative expenses | (48,492) | (59,366) | (151,617) | (191,964) |
Impairment and exit charges | (2,170) | (1,193) | (3,891) | (13,004) |
Earnings from equity method investee | 2,224 | 2,936 | 7,745 | 9,449 |
Other operating income, net | 1,538 | 2,008 | 6,864 | 5,251 |
Operating expenses, net, including earnings from equity method investments | (46,900) | (55,615) | (140,899) | (190,268) |
Income from operations | 30,236 | 26,492 | 45,915 | 6,402 |
Other income (expense) | ||||
Interest expense | (21,940) | (15,582) | (52,993) | (46,202) |
Other income (expense), net | 0 | (30,866) | 6,016 | (30,866) |
Income (loss) before income taxes | 8,296 | (19,956) | (1,062) | (70,666) |
Income tax (expense) benefit | (2,793) | 8,454 | (6,351) | 25,448 |
Net income (loss) | $ 5,503 | $ (11,502) | $ (7,413) | $ (45,218) |
Earnings (loss) per share: | ||||
Basic (in usd per share) | $ 0.09 | $ (0.18) | $ (0.12) | $ (0.71) |
Diluted (in usd per share) | $ 0.09 | $ (0.18) | $ (0.12) | $ (0.71) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 63,919 | 63,799 | 63,883 | 63,794 |
Diluted (in shares) | 64,269 | 63,799 | 63,883 | 63,794 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 5,503 | $ (11,502) | $ (7,413) | $ (45,218) |
Unrealized gain (loss) on derivative activities, net of tax | 0 | (2,195) | 970 | (4,103) |
Foreign currency translation adjustment | 1,486 | 2,762 | (1,640) | 3,998 |
Comprehensive income (loss) | $ 6,989 | $ (10,935) | $ (8,083) | $ (45,323) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 30,348 | $ 104,534 |
Receivables, net | 280,831 | 192,654 |
Inventories | 265,609 | 236,655 |
Prepaid expenses | 7,315 | 5,381 |
Other current assets | 18,170 | 27,059 |
Current assets held for sale | 0 | 12,242 |
Total current assets | 602,273 | 578,525 |
Non-current assets | ||
Property, plant and equipment, net | 490,439 | 412,572 |
Goodwill | 507,002 | 496,141 |
Intangible assets, net | 196,987 | 225,304 |
Investment in equity method investee | 53,315 | 54,445 |
Other long-term assets | 18,086 | 18,866 |
Non-current assets held for sale | 0 | 25,385 |
Total assets | 1,868,102 | 1,811,238 |
Current liabilities | ||
Trade payables | 145,112 | 108,560 |
Accrued liabilities | 70,321 | 72,782 |
Deferred revenue | 8,384 | 9,029 |
Current portion of long-term debt | 12,510 | 12,510 |
Current portion of tax receivable agreement | 34,601 | 34,601 |
Current liabilities held for sale | 0 | 4,615 |
Total current liabilities | 270,928 | 242,097 |
Non-current liabilities | ||
Long-term debt | 1,177,382 | 1,181,277 |
Long-term capital leases | 134,867 | 4,155 |
Deferred tax liabilities | 43,014 | 67,481 |
Deferred gain on sale-leaseback | 9,406 | 75,743 |
Other long-term liabilities | 20,670 | 25,032 |
Long-term tax receivable agreement | 82,962 | 82,962 |
Total liabilities | 1,739,229 | 1,678,747 |
Commitments and Contingencies (Note 14) | ||
Equity | ||
Common stock, $0.001 par value, 190,000 shares authorized; 64,202 and 64,231 shares issued and outstanding | 18 | 18 |
Additional paid-in-capital | 234,487 | 230,023 |
Accumulated other comprehensive loss | (6,598) | (5,098) |
Retained deficit | (99,034) | (92,452) |
Total shareholder's equity | 128,873 | 132,491 |
Total liabilities and shareholders' equity | $ 1,868,102 | $ 1,811,238 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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) | 64,202,000 | 64,231,000 |
Common shares, outstanding (in shares) | 64,202,000 | 64,231,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,413) | $ (45,218) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation & amortization expense | 79,373 | 87,463 |
(Gain) / loss on business divestiture | (6,016) | 31,606 |
(Gain) / loss on disposal of property, plant and equipment | (2,447) | 1,749 |
Amortization of debt discount and issuance costs | 6,099 | 6,061 |
Stock-based compensation expense | 4,588 | 2,838 |
Impairment charges | 936 | 10,551 |
Earnings from equity method investee | (7,745) | (9,449) |
Distributions from equity method investee | 8,875 | 9,000 |
Unrealized gain on derivative instruments, net | (4,291) | (2,035) |
Unrealized foreign currency gains, net | (358) | (1,314) |
Provision (recoveries) for doubtful accounts | (1,905) | 2,289 |
Deferred taxes | (24,787) | (16,321) |
Deferred rent | 1,022 | 1,941 |
Other non-cash items | 77 | 166 |
Change in assets and liabilities: | ||
Receivables, net | (83,720) | (84,974) |
Inventories | (25,019) | (18,217) |
Other current assets | 6,910 | (15,522) |
Accounts payable and accrued liabilities | 25,042 | 2,668 |
Other assets & liabilities | 2,184 | (2,415) |
NET CASH USED IN OPERATING ACTIVITIES | (28,595) | (39,133) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment, and intangible assets | (31,474) | (38,729) |
Proceeds from business divestiture | 618 | 23,200 |
Proceeds from sale of fixed assets | 4,874 | 0 |
Settlement of net investment hedges | (4,990) | 0 |
Business combinations, net of cash acquired | (4,500) | (35,380) |
NET CASH USED IN INVESTING ACTIVITIES | (35,472) | (50,909) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payment of debt issuance costs | 0 | (2,498) |
Payments on term loans | (9,383) | (8,880) |
Proceeds from term loans, net | 0 | 200,000 |
Proceeds from revolver | 0 | 194,000 |
Payments on revolver | 0 | (293,000) |
Other financing activities | (385) | (232) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (9,768) | 89,390 |
Effect of exchange rate changes on cash | (351) | 1,759 |
Net change in cash and cash equivalents | (74,186) | 1,107 |
Cash and cash equivalents, beginning of period | 104,534 | 40,024 |
Cash and cash equivalents, end of period | 30,348 | 41,131 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash interest paid | 50,217 | 40,968 |
Income taxes paid | 21,508 | 27,590 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING DISCLOSURES: | ||
Assets and liabilities acquired in non-cash exchange | 18,140 | 0 |
Fair value changes of derivatives recorded in OCI, net of tax | 970 | (4,103) |
Capital lease obligation | $ (148,962) | $ 0 |
Organization and description of
Organization and description of the business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of the business | Organization and description of the business Description of the Business Forterra, Inc. (“Forterra” or the ‘‘Company’’) is involved in the manufacturing, sale and distribution of building products in the United States and Eastern 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. Organization Forterra, a Delaware corporation, was formed on June 21, 2016 to hold the business of Forterra Building Products. The entities comprising the business of Forterra Building Products were indirect wholly-owned subsidiaries of HeidelbergCement A.G. ("HC") prior to its acquisition by LSF9 Concrete Holdings Ltd. ("LSF9") on March 13, 2015, including certain businesses that were divested between March 2015 and October 2016. In October 2016, in a corporate reorganization transaction (the "Reorganization") ownership of the remaining businesses of Forterra Building Products was transferred to Forterra, a wholly-owned subsidiary of Forterra US Holdings, LLC, which is indirectly wholly-owned by an affiliate of Lone Star Fund IX (U.S.),L.P. (along with its affiliates, related parties and associated, but excluding the Company and other companies that it owns as a result of its investment activity, "Lone Star"). On October 25, 2016, Forterra sold 18,420,000 shares of common stock in its initial public offering (the “IPO”). |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies General The Company's condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the accounts and results of operations of the Company and its consolidated subsidiaries. All intercompany transactions have been eliminated in consolidation. The condensed consolidated balance sheets and the condensed consolidated statements of operations, comprehensive income (loss) and cash flows for the periods presented herein reflect all adjustments that are of a normal recurring nature and are necessary for a fair statement of the results of the periods shown. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Seasonal changes and other conditions can affect the sales volumes of the Company's products. The financial results for any interim period do not necessarily indicate the expected results for the year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017 as provided in Forterra, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 7, 2018 (the “2017 10-K”). The Company has continued to follow the accounting policies set forth in those financial statements, except as supplemented and documented below. 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 that 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 the annual operating results for the year ended December 31, 2017 and the trend of earnings. Use of estimates The preparation of the condensed consolidated 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; estimates for 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. Credit Risk The Company had an individual customer within its Water Pipe & Products segment that accounted for more than 10% of total net sales for the nine months ended September 30, 2018 . The customer represented approximately 14% of the Company's total net sales for the nine months ended September 30, 2018 , and amounts receivable from the customer at September 30, 2018 represented approximately 15% of the Company's total receivables, net. Recent Accounting Guidance Adopted - Revenue recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance. Topic 606 supersedes the revenue recognition requirements in 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 Company adopted the new standard on January 1, 2018 using the modified retrospective method which did not have a material impact on the Company's condensed consolidated financial statements for the three and nine months ending September 30, 2018 and is not expected to have a material impact in future periods. No adjustment to retained earnings was required for the cumulative effect of initially applying the new standard. Results for periods beginning on or after January 1, 2018 are presented under Topic 606, which prior period amounts are not adjusted and continue to be reported in accordance with the prior accounting guidance under Topic 605, Revenue Recognition . Revenue recognition policy The Company's revenue contracts are primarily single performance obligations for the sale of product both to trade customers and distributors. A majority of revenue recognized by the Company is recognized at the time control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. The Company considers several indicators for the transfer of control to its customers, including the significant risks and rewards of ownership of products, the Company's right to payment and the legal title of the products. Based upon the assessment of control indicators, sales to trade customers and distributors are generally recognized when products are delivered to customers. All variable consideration that may affect the total transaction price, including contractual discounts, rebates, returns and credits, is included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance and management's judgment. Generally, the Company's contracts do not contain significant financing. For certain engineering and construction contracts and building contracting arrangements, the Company enters into long-term contracts with customers. Revenue is recognized as the identified performance obligations are satisfied over time using an acceptable input method to measure the progress toward completion of the performance obligation if: the customer receives the benefits as work is performed, the customer controls the asset as it is being produced, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment. The Company uses its cost incurred to date relative to total estimated costs at completion to measure progress. The Company's contract liabilities consist of billings to customers in excess of revenue recognized which the Company records as deferred revenue. Revenue recognized during the three and nine months ended September 30, 2018, which was included in contract liabilities at the beginning of the period was not material. Contract assets include revenue recognized in excess of amounts billed and balances billed but not yet paid by customers under retainage provisions which are classified as a current asset within receivables, net on the Company's balance sheet. The Company had no material contract assets on the condensed consolidated balance sheets as of September 30, 2018 or December 31, 2017. The Company records net sales including taxes collected on behalf of its customers. Shipping and handling costs are accounted for as contract fulfillments costs and classified as cost of goods sold. See Note 18, Segment reporting, for the Company's disaggregated revenue disclosures. Recent Accounting Guidance Adopted - Other 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 ("AOCI") 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 ( “ TCJA ” ) . 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 early adopted the guidance provided in the ASU during the first quarter of 2018 and reclassified $0.8 million of stranded deferred tax benefits related to its derivative instruments from accumulated other comprehensive loss to retained deficit. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, providing guidance on eight specific cash flow statement classification matters, including but not limited to prepayment of debt or debt extinguishment costs, contingent consideration payments made after a business combination, insurance claims and policies, and distributions received from equity method investees. The Company adopted this standard on January 1, 2018. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which added paragraphs to the codification pursuant to the SEC Staff Accounting Bulletin No. 118, which addressed the application of U.S. GAAP in situations when a company does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to finalize the calculations for the 2017 income tax effects of the TCJA. ASU 2018-05 provides entities with a one year measurement period from the December 22, 2017 enactment date to complete the accounting for the effects of the TCJA. See Note 17, Income taxes , for a further discussion of the effect of the TCJA on the Company's income taxes . In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to defer and recognize as an asset. Capitalized implementation costs are amortized over the term of the hosting arrangement, and the expense related to the capitalized implementation costs is recorded in the same line in the financial statements as the cloud service cost. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted the guidance provided in the ASU during the third quarter of 2018. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. Recent Accounting Guidance Not Yet Adopted 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. The Company will adopt this standard effective January 1, 2019. 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. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which allows entities to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has not finalized its assessment, but believes the adoption of the new accounting guidance will have a material impact on its consolidated balance sheets primarily due to the recognition of right-of-use assets and lease obligations for its operating lease. The Company does not expect the new accounting guidance to have a material impact on its consolidated statements of operations or cash flows . |
Acquisitions and divestitures
Acquisitions and divestitures | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and divestitures | Acquisitions and divestitures On January 31, 2018, the Company divested assets relating to the operation of certain Drainage Pipe & Products facilities in Tennessee, Alabama, and Georgia to Foley Products Company ( “ Foley ” ) in exchange for $10.1 million in cash offset by a $1.0 million working capital adjustment, land in Sherman, Texas and a Drainage Pipe & Products facility located in Prentiss, Mississippi. The acquisition was accounted for as a business combination as defined by FASB ASC 805, Business Combinations . In accordance with Accounting Standards Codification ("ASC") 805, the purchase price is measured as the acquisition date fair value of the assets transferred by the Company to Foley in the exchange. In the exchange, the Company divested of the net working capital and certain of the real property of its Drainage Pipe & Products plants in Tennessee and Alabama, as well as the net working capital of certain Drainage Pipe & Products plants in Georgia. The purchase price of $37.2 million was the fair value of the divested assets which resulted in the recognition of a gain of $6.0 million , recognized in Other income, net. The purchase price was subject to a $1.0 million net working capital adjustment pursuant to the terms of the asset purchase agreement. 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 divested and acquired assets and assumed liabilities requires 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, Fair Value Measurements and Disclosures . The preliminary respective fair values of the assets acquired and liabilities assumed in the transaction, including $10.1 million in cash partially offset by a $1.0 million working capital adjustment , the Prentiss plant, and a parcel of land in Sherman, Texas, at the acquisition date are as follows (in thousands) : Net working capital $ 10,984 Property, plant and equipment 9,221 Customer relationship intangible 2,100 Non-compete agreement intangible 5,600 Other intangibles 290 Net identifiable assets acquired 28,195 Goodwill 8,996 Consideration transferred $ 37,191 The fair values described above are preliminary and are subject to change upon the Company's final determination of the fair value of divested and acquired assets and liabilities. 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 for the Foley transaction. On April 2, 2018, the Company acquired substantially all the assets of Watkins Industries, Inc. (“Mineral Wells”), for aggregate consideration of $4.5 million in cash. Mineral Wells is a manufacturer of metal forms, concrete vaults and pipe operating in Mineral Wells, Texas. Mineral Wells operates as part of the Company’s Drainage Pipe & Products segment. This acquisition was accounted for as a business combination as defined by ASC 805, Business Combinations , consequently, goodwill of $1.0 million was recorded. During the third quarter of 2018, the Company acquired certain assets of Anchor Concrete Products, Ltd. (“Anchor") in Kingston, Ontario, for aggregate consideration of $2.5 million in cash, inclusive of a $0.4 million hold back that is payable on the one -year anniversary of the execution date of the purchase agreement. The acquired assets did not meet the definition of a business and, as such, the transaction was accounted for as an asset acquisition pursuant to the guidance in subsection 805-50 of ASC 805, Business Combinations. Transaction costs The Company recognized aggregate transaction costs, including legal, accounting, valuation and advisory fees, specific to acquisitions and divestitures of $0.2 million and $0.8 million , for the three and nine months ended September 30, 2018 , respectively, and $0.0 million and $0.4 million for the three and nine months ended September 30, 2017 , respectively. These costs are recorded in the condensed consolidated statements of operations within selling, general and administrative expenses. |
Receivables, net
Receivables, net | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Receivables, net | Receivables, net Receivables consist of the following (in thousands) : September 30, December 31, 2018 2017 Trade receivables $ 270,374 $ 190,143 Amounts billed, but not yet paid under retainage provisions 1,698 1,091 Other receivables 10,256 5,453 Total receivables 282,328 196,687 Less: Allowance for doubtful accounts (1,497 ) (4,033 ) Receivables, net $ 280,831 $ 192,654 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands) : September 30, December 31, 2018 2017 Finished goods $ 170,951 $ 156,207 Raw materials 92,935 79,905 Work in process 1,723 543 Total inventories $ 265,609 $ 236,655 |
Investment in equity method inv
Investment in equity method investee | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in equity method investee | Investment in equity method investee The Company contributed plant assets and related inventory from nine operating locations as part of the agreement to form a joint venture with Americast, Inc., Concrete Pipe & Precast LLC ("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. Both at September 30, 2018 and December 31, 2017, the Company owned 50% of CP&P's voting common stock. The Company's investment in the joint venture was $53.3 million at September 30, 2018 , which is included within the Drainage Pipe & Products segment. At September 30, 2018 , 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 $13.1 million . The basis difference is primarily attributed to the value of land and equity method goodwill associated with the investment. Selected financial data for the investee is as follows ( in thousands ): Three months ended Nine months ended September 30, September 30, 2018 2018 Net sales $ 31,864 $ 96,537 Gross profit 9,042 28,537 Income from operations 4,540 15,235 Net income $ 4,479 $ 15,052 |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net, consist of the following (in thousands) : September 30, December 31, 2018 2017 Machinery and equipment $ 375,160 $ 343,827 Land, buildings and improvements 225,287 144,273 Other equipment 6,882 5,141 Construction-in-progress 27,776 30,295 Total property, plant and equipment 635,105 523,536 Less: accumulated depreciation (144,666 ) (110,964 ) Property, plant and equipment, net $ 490,439 $ 412,572 Depreciation expense totaled $12.9 million and $39.9 million for the three and nine months ended September 30, 2018 , and $15.6 million and $45.7 million for the three and nine months ended September 30, 2017 , which is included in cost of goods sold and selling, general and administrative expenses in the condensed consolidated statements of operations. |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018 ( in thousands ): Drainage Pipe & Products Water Pipe & Products Total Balance at December 31, 2017 $ 179,723 $ 316,418 $ 496,141 Acquisitions 9,951 — 9,951 Foreign currency and other adjustments 910 — 910 Balance at September 30, 2018 $ 190,584 $ 316,418 $ 507,002 ASC 350, Intangibles -- Goodwill and Other , 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. As of September 30, 2018, no indications exist which would indicate the fair value of the reporting units is less than its carrying value. Intangible assets other than goodwill at September 30, 2018 and December 31, 2017 included the following ( in thousands ): Net carrying value as of September 30, 2018 Net carrying value as of December 31, 2017 Customer relationships $ 141,451 $ 168,000 Trade names 25,800 29,632 Patents 12,410 15,729 Customer backlog 59 404 Non-compete agreements 10,321 4,543 In-Process R&D 6,354 6,354 Other 592 642 Total intangible assets $ 196,987 $ 225,304 Amortization expense totaled $13.1 million and $39.4 million for the three and nine months ended September 30, 2018 , and $13.5 million and $41.8 million for the three and nine months ended September 30, 2017 , which is included in selling, general and administrative expenses in the condensed consolidated statements of operations. All of the Company's intangible assets are amortizable. |
Fair value measurement
Fair value measurement | 9 Months Ended |
Sep. 30, 2018 | |
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, capital lease obligations, and the tax receivable agreement payable. The carrying value of the Company's cash equivalents, trade receivables, other receivables, trade payables and accrued liabilities approximates fair value due to their short-term maturity. The carrying value of capital lease obligations approximates fair value, as estimated by using discounted future cash flows based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. 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 carrying amount and estimated fair value of the Company’s financial instruments and other assets and liabilities measured and recorded at fair value on a recurring basis is as follows for the dates indicated (in thousands) : Fair value measurements at September 30, 2018 using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value September 30, 2018 Assets: Interest rate swaps — $ 9,542 — $ 9,542 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 Assets: Interest rate swaps — $ 5,251 — $ 5,251 Liabilities: Foreign exchange forward contracts — 6,286 — 6,286 Liabilities and assets recorded at fair value classified as level 2 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 September 30, 2018 using Carrying Amount September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value September 30, 2018 Liabilities: 2016 Senior Term Loan $1,189,892 — $1,175,413 — $1,175,413 Tax receivable agreement payable 117,563 — — 78,206 78,206 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 Liabilities: 2016 Senior Term Loan $1,193,787 — $1,151,981 — $1,151,981 Tax receivable agreement payable 117,563 — — 75,865 75,865 The fair value of debt is valued using a market approach based on indicative quoted prices for our debt instruments traded in over-the-counter markets, therefore, is classified as Level 2 within the fair value hierarchy. See Note 11, Debt and deferred financing costs, for a further discussion of Company debt. The determination of the fair value of the Company's tax receivable agreement payable was determined using a discounted cash flow methodology with level 3 inputs as defined by ASC 820, Fair Value Measurements and Disclosures . 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. See Note 14, Commitments and contingencies, for a further discussion of the Company's tax receivable agreement. |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities Accrued liabilities consist of the following (in thousands) : September 30, December 31, 2018 2017 Accrued payroll and employee benefits $ 24,399 $ 26,597 Short-term capital leases 16,476 183 Accrued taxes 11,863 10,294 Accrued rebates 8,875 8,428 Short-term derivative liability — 6,286 Warranty 3,798 5,038 Environmental obligation 570 446 Other miscellaneous accrued liabilities 4,340 15,510 Total accrued liabilities $ 70,321 $ 72,782 |
Debt and deferred financing cos
Debt and deferred financing costs | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt and deferred financing costs | Debt and deferred financing costs The Company’s debt consisted of the following (in thousands) : September 30, December 31, 2018 2017 2016 Senior Term Loan, net of debt issuance costs and original issuance discount of $36,093 and $41,580, respectively $ 1,189,892 $ 1,193,787 Total debt $ 1,189,892 $ 1,193,787 Less: current portion debt (12,510 ) (12,510 ) Total long-term debt $ 1,177,382 $ 1,181,277 Concurrent with the completion of the IPO, Forterra entered into a $300 million asset based revolving credit facility for working capital and general corporate purposes (“2016 Revolver”) and a $1.05 billion senior term loan facility (“2016 Senior Term Loan”). The 2016 Senior Term Loan initially provided for a $1.05 billion senior secured term loan. 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 (defined below) 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 weighted average interest rates for the 2016 Senior Term Loan were 5.1% , 4.9% , 4.2% and 4.5% for the three and nine months ended September 30, 2018 and 2017, respectively. Outstanding borrowings under the 2016 Senior Term Loan are guaranteed by Forterra and each of its direct and indirect material wholly-owned domestic subsidiaries except certain excluded subsidiaries (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 (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 receivable and inventory are subject to increase by 2.5% during certain periods. As of September 30, 2018 and December 31, 2017, there were no outstanding borrowings under the 2016 Revolver. The 2016 Revolver matures on October 25, 2021. The Revolver also provides for the issuance of letters of credit of up to an agreed sublimit. Interest accrues 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 are 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 are 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. 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 (“EBITDA’’) less cash payments for capital expenditures and income taxes to consolidated fixed charges (interest expense plus scheduled payments of principal on indebtedness). 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. Availability under the 2016 Revolver at September 30, 2018 based on draws, and outstanding letters of credit and allowable borrowing base was $284.4 million . As of September 30, 2018 , scheduled maturities of long-term debt were as follows (in thousands): 2016 Senior Term Loan 2018 $ 3,128 2019 12,510 2020 12,510 2021 12,510 2022 12,510 2023 1,172,817 $ 1,225,985 Lines of Credit and Other Debt Facilities The Company had standby letters of credit outstanding of $15.6 million as of September 30, 2018 which reduce the borrowings available under the 2016 Revolver. |
Derivatives and hedging
Derivatives and hedging | 9 Months Ended |
Sep. 30, 2018 | |
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, except as discussed below, cash flows from derivative instruments are included in net cash provided by (used in) operating activities in the condensed consolidated 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 the ineffective portion recorded in earnings. These instruments were assigned to Forterra by an affiliate concurrent with the Reorganization, directly prior to the refinancing of existing indebtedness in connection with the IPO and were settled in March 2018 resulting in a cash outlay of $5.0 million . This cash outlay was recorded within the investing activities section of the c onsolidated statements of cash flows. The net investment hedges were intended to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. A quantitative analysis was utilized to assess hedge effectiveness for the hedges. The Company assessed the hedge effectiveness and measured the amount of ineffectiveness for the hedge relationships based on changes in forward exchange rates. Cumulative changes in fair value of the effective portion of the hedging instruments were recorded in Accumulated other comprehensive income, and will be reclassified into earnings upon the sale or complete or substantially complete liquidation of the foreign entity. On 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 condensed consolidated statements of operations. Accordingly, cash flows from the monthly interest rate swap settlements are included in net cash provided by (used in) operating activities in the condensed consolidated statements of cash flows. The Company elects to present all derivative assets and derivative liabilities on a net basis on its condensed consolidated 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 September 30, 2018 and December 31, 2017, 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 condensed consolidated balance sheets (in thousands) : September 30, 2018 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Interest rate swaps $ 525,000 $ 9,542 — — Total derivatives, gross 9,542 — Less: Legally enforceable master netting agreements — — Total derivatives, net $ 9,542 $ — 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 The following table presents the effect of derivative instruments on the condensed consolidated statements of operations (in thousands) : Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Net investment hedges Foreign exchange forward contracts Gain (loss) on derivatives recognized in Accumulated other comprehensive loss $ — $ (2,195 ) $ 970 $ (4,103 ) Derivatives not designated as hedges Interest rate swaps Gain (loss) on derivatives not designated as hedges included in interest expense 71 709 4,291 2,035 |
Sale-leaseback transaction
Sale-leaseback transaction | 9 Months Ended |
Sep. 30, 2018 | |
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 (the “U.S. Buyer”) and FORT-BEN Holdings (ONQC) Ltd. (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 . The proceeds received from the sale-leaseback transactions net of transaction costs of $6.5 million amounted to $209.7 million . A deferred gain of $81.5 million related to the sale-leaseback transaction was being amortized over the life of the master leases. In addition, the Company concluded that the leases for land and buildings were operating leases, and the leases for the machinery equipment were capital leases. On June 5, 2018, the Company entered into Exchange Agreements and Amended and Restated Master Leases with each of the U.S. Buyer and the Canadian Buyer (collectively, the “Exchange Transaction”). Under the Exchange Agreement between the Company and the U.S. Buyer, the Company exchanged ownership of a ductile iron pipe facility located in Bessemer, Alabama used in its Water Pipe & Products segment (the “Bessemer Facility”) for 21 facilities used in its Drainage Pipe & Products segment and the U.S. concrete and steel pressure pipe facilities previously part of the Water Pipe & Products segment, including a portion of one property used in both segments, all of which were previously included in the sale-leaseback transaction. Under the Exchange Agreement between the Company and the Canadian Buyer, the Company exchanged ownership of a smaller diameter ductile iron pipe facility located in Bessemer, Alabama used in its Water Pipe & Products segment (the “Mini Mill Facility”) for ownership of three Canadian concrete pressure pipe facilities that were previously included in the sale-leaseback transaction. No cash changed hands in the Exchange Transaction. Under the Amended and Restated Master Leases, the Company will lease a total of 26 properties from the U.S. Buyer and a total of 2 properties from an affiliate of the Canadian Buyer, each for an initial term of 25 years , through June 30, 2043, followed by one optional renewal term of nine years, eleven months that may be exercised at the Company’s option. The initial base rent under the U.S. Amended and Restated Master Lease is $17.1 million per annum, payable monthly, and is subject to a 2% annual increase during the initial term. If the Company elects to extend the term of the U.S. Amended and Restated Master Lease, the base rent for the first year of the extension will be the greater of 95% of the fair market rental value of the properties and an amount equal to 102% of the prior year’s base rent, subject to an annual increase based on changes in the Consumer Price Index, but capped at 4% . The U.S. Amended and Restated Master Lease restricts the Company’s use of the U.S. properties to heavy manufacturing, industrial, and other related uses. The Company cannot sublease or assign the properties covered by the U.S. Amended and Restated Master Lease without the prior written consent of the U.S. Landlord and subject to certain other restrictions. The terms of the Canadian Amended and Restated Master Lease are similar to those of the U.S. Amended and Restated Master Lease described above, except that the initial base rent is $1.2 million (CAD) per annum. The Company’s aggregate liability in connection with its representations, warranties, covenants and indemnification and other obligations is $5.0 million under the U.S. Exchange Agreement and $6.4 million (CAD) under the Canadian Exchange Agreement, subject to limited exceptions. The Company accounted for the Exchange Transaction in accordance with the sale-leaseback accounting guidance under ASC 840, Leases . The fair value of the 24 facilities exchanged back was $86.1 million , and was accounted for as the proceeds from the sale of the Bessemer and Mini Mill Facilities after adjusting for the transaction cost of $2.7 million . Consequently, a deferred gain of $67.3 million was recorded at June 5, 2018. The carrying value of the deferred gains of $35.0 million , the deferred rent of $3.1 million , and the deferred transaction costs of $2.4 million from the original sale-leaseback transaction were reclassified to reduce the carrying value of the 24 facilities exchanged back. The Amended and Restated Master Leases extended the lease terms for all facilities, which caused the majority of the leases to be classified as capital leases instead of operating leases. Consequently, the Company recognized capital lease obligations as well as the gross value of the capital lease assets of $149.0 million , calculated by discounting minimum future lease payments using its incremental borrowing rate of 12.33% . The carrying value of the deferred gains of $100.0 million , the deferred rent of $3.8 million , and the deferred transaction cost of $5.7 million were reclassified to reduce the carrying value of capital lease assets. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Legal matters 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 condensed 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. Earnout matter The acquisition of Forterra Building Products from HC in March 2015 included an earnout contingency 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 that were divested prior to the IPO, 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 HC’s position has merit and is vigorously opposing HC's assertions. On October 5, 2016, affiliates of HC 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 (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 the Delaware Action did not appeal the court's ruling. Following the resolution of the Delaware Action, the parties negotiated an engagement agreement with the neutral accountant as contemplated by the purchase agreement and that engagement was made effective April 23, 2018. Following the briefing of certain preliminary matters, the neutral accountant ordered production of some of the additional documents sought by HC, and the Company is currently working to complete that production, which is expected to be complete in the fourth quarter of 2018, after which the parties are expected to begin briefing on the merits of the matter. 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 September 30, 2018 , 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. Securities Lawsuit and Shareholder Derivative Action 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, which complaint was subsequently voluntarily dismissed without prejudice to refiling (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, 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 ("Securities Act"), Section 15 of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934 as amended (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 rescissionary measure of damages, and (6) equitable or other relief as deemed appropriate by the court. On July 27, 2018, an order was entered consolidating the three remaining Securities Lawsuits into a single action in the Forrester case and transferring the venue of the case from the Eastern District of New York to the Northern District of Texas. On September 17, 2018, an order was entered appointing Wladislaw Maciuga as lead plaintiff and approving his counsel as lead counsel. The Court has also entered an order agreeing to a proposed schedule for plaintiff to file an Amended Complaint by November 30, 2018 and deadlines under which the parties may file responsive pleadings and related briefing. On July 31, 2018, a putative shareholder derivative complaint captioned Maloney v. Bradley, et al., was filed in the United States District Court for the Northern District of Texas, naming as defendants certain of the Company’s current and former directors and officers (the "Derivative Action"). The complaint alleges the directors and officers breached their fiduciary duties to the Company and wasted corporate assets, and also alleges constructive fraud and unjust enrichment against certain defendants. The complaint seeks, on behalf of the Company, unspecified damages, an order directing the return certain payments to the defendants and imposing a constructive trust thereon, and certain injunctive relief. The Court has entered a scheduling order in the Derivative Action requiring defendants to file responsive pleadings by November 15, 2018 and providing other deadlines for related briefing. The Company is defending the Securities Lawsuits and the Derivative Action 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 monetization event as defined by the LTIP. Potential monetization 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 reduces its ownership interest 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 September 30, 2018 , no such monetization events that meet the required return for an LTIP payment have occurred, and therefore no amounts were accrued in the accompanying condensed consolidated balance sheets. While no payments have occurred thus far, payments under the LTIP could be significant depending upon future monetization events. The timing and amount of such payments are unknown and is dependent upon future monetization 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. 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. 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 any 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 was $142.3 million . The enactment of the TCJA described in Note 17 significantly reduced the Company's anticipated liability under the tax receivable agreement. Net of other adjustments, the Company's tax receivable agreement liability a s of September 30, 2018 is $117.6 million , of which $34.6 million is in c urrent portion of tax receivable agreement and $83.0 million is in long-term tax receivable agreement in the condensed consolidated balance sheets . 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 consolidated statement of cash flows. No payments have been made as of September 30, 2018 . |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2018 | |
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 shares of common stock outstanding during the period. Potentially dilutive securities include employee stock options and shares of restricted stock. Diluted EPS reflects the assumed exercise, vesting or conversion of all dilutive securities. The calculations of the basic and diluted EPS for the three and nine months ended September 30, 2018 and 2017 are presented below (in thousands, except per share amounts) : For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Net income (loss) $ 5,503 $ (11,502 ) $ (7,413 ) $ (45,218 ) Less: Earnings (loss) allocated to unvested restricted stock awards 25 — — — Earnings (loss) allocated to common shareholders $ 5,478 $ (11,502 ) $ (7,413 ) $ (45,218 ) Common stock: Weighted average basic shares outstanding 63,919 63,799 63,883 63,794 Effect of dilutive securities 350 — — — Weighted average diluted shares outstanding 64,269 63,799 63,883 63,794 Basic earnings (loss) per share: Net income (loss) $ 0.09 $ (0.18 ) $ (0.12 ) $ (0.71 ) Diluted earnings (loss) per share: Net income (loss) $ 0.09 $ (0.18 ) $ (0.12 ) $ (0.71 ) As detailed further below, potential dilutive shares of common stock were anti-dilutive as a result of the Company's net loss for the three and nine months ended September 30, 2017 and the nine months ended September 30, 2018. 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 and 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 for the three months ended September 30, 2018 and September 30, 2017 and the nine months ended September 30, 2018 and September 30, 2017 were 3,032,201 , 1,331,165 , 2,559,752 and 889,072 , respectively. |
Stock-based plans
Stock-based plans | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based plans | Stock-based plans The Company's previous equity compensation plan under which it has granted stock awards is the Forterra, Inc. 2016 Stock Incentive Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan served 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 Company's 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, restricted stock and restricted stock units awarded to employees are subject to either three -year or four -year vesting periods, and the options, restricted stock and restricted stock units 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 May 2018, the Company's shareholders approved the Forterra, Inc. 2018 Stock Incentive Plan (the "2018 Incentive Plan"). The aggregate number of shares of common stock issuable under the 2018 Incentive Plan is 5,000,000 shares plus any remaining shares issuable under the 2016 Incentive Plan. In accordance with ASC 718, Compensation-Stock Compensation , the Company recognizes stock-based compensation expense over the requisite service period for the entire award, or to the date at which retirement eligibility is achieved and subsequent service no longer required for continued vesting of the award, in an amount equal to the grant date fair value of share-based payments, which include stock options granted and restricted stock awards to employees and non-employee 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 $1.5 million and $4.6 million for the three and nine months ended September 30, 2018 , respectively, and approximately $1.4 million and $2.8 million for the three and nine months ended September 30, 2017 , respectively. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes On December 22, 2017, the U.S. government enacted comprehensive tax reform legislation commonly known as the TCJA. Effective January 2018, the TCJA, among other things, reduced the marginal U.S. corporate income tax rate from 35% to 21%, limited the deductibility of interest expense, limited the deduction for net operating losses and eliminated net operating loss carrybacks, provided for immediate expensing of qualified capital expenditures placed in service after September 27, 2017 and modified or eliminated many business deductions and credits. The TCJA also includes international provisions, which generally establish a territorial-style system for taxing foreign source income of domestic multinational corporations known as global intangible low-taxed income ("GILTI") and imposes a mandatory one-time transition tax on undistributed international earnings. Due to the complexities involved in accounting for the enactment of TCJA, SEC Staff Accounting Bulletin 118 provides the registrants with the measurement period up to one year following the enactment of the TCJA to account for the impact of the new U.S. corporate income tax law. During the measurement period the Company will provide provisional estimates of the impacts of the TCJA in its condensed consolidated financial statements until the accounting for the TCJA is complete. For the year ended December 31, 2017 the Company recorded a provisional $26.9 million income tax benefit primarily related to the remeasurement of certain deferred tax assets and liabilities in connection with the TCJA. The Company considers it likely that further technical guidance will be provided regarding certain new provisions included in the TCJA, as well as clarity regarding the state income tax conformity to the current federal tax code. The Company will continue to refine the provision amounts for the impacts of the TCJA as further guidance becomes available. During the three and nine months ended September 30, 2018 , the Company recorded an adjustment related to the transition tax in the amount of $0.4 million . The accounting is expected to be completed once the Company's 2017 U.S. Corporate income tax return is completed in the fourth quarter of 2018. The Company recorded income tax expense from continuing operations of $2.8 million and $6.4 million for the three and nine months ended September 30, 2018, respectively, and an income tax benefit of $8.5 million and $25.4 million for the three and nine months ended September 30, 2017, respectively. The income tax expense for the three months ended September 30, 2018 differs from the expense computed at the statutory rate primarily due to an increase in the unfavorable inclusion of global intangible low-taxed income, an adjustment to the transition tax and an increase to the valuation allowance in certain state and foreign jurisdictions. T he income tax expense for the nine months ended September 30, 2018 is higher than the benefit computed at the statutory rate primarily as a result of a $3.7 million partial valuation allowance, unfavorable inclusion of GILTI and the unfavorable impact of the disposition of nondeductible goodwill in connection with the Foley exchange that occurred in the three months ended March 31, 2018. The income tax benefit for the three and nine months ended September 30, 2017 is lower than the benefit computed at the statutory rate primarily attributable to the effect of state income taxes and valuation allowance in certain states and foreign jurisdictions, partially offset by the impact of the higher statutory tax rates in the foreign jurisdictions compared to the statutory rate in the United States, commonly referred to as the foreign tax rate differential. The Company's quarterly provision for income taxes has historically been calculated using the annual effective rate method, which applies an estimated annual effective tax rate to pre-tax income or loss. However, when the result of the expected annual effective tax rate is not deemed reliable and distorts the income tax provision for an interim period, the Company calculates the income tax provision or benefit using the actual year-to-date effective tax rate (the "discrete method"), which results in an income tax provision or benefit based solely on the year-to-date pre-tax income or loss as adjusted for permanent differences on a pro rata basis. The Company has recorded its interim income tax provision using the discrete method, as allowed under ASC 740-270, Accounting for Income Taxes - Interim Reporting for the three and nine months ended September 30, 2018. |
Segment reporting
Segment reporting | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment reporting | Segment reporting Segment information is presented in accordance with ASC 280, Segment Reporting , which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. 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 Company's Chief Executive Officer is its CODM. 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 Company's segments follow the same accounting policies as the Company. 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 EBITDA as a basis for making the decisions to allocate resources and assess performance. The following tables set forth the disaggregation of revenue earned from contracts with customers based on the Company's reportable segments as well as other financial information attributable to the Company's reportable segments for the three and nine months ended September 30, 2018 and 2017 (in thousands) : For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Net sales: Drainage Pipe & Products $ 242,997 $ 248,231 $ 621,523 $ 630,200 Water Pipe & Products 191,513 195,987 519,031 588,999 Corporate and Other — 39 3 45 Total $ 434,510 $ 444,257 $ 1,140,557 $ 1,219,244 Depreciation and amortization: Drainage Pipe & Products $ 10,447 $ 11,703 $ 30,898 $ 34,847 Water Pipe & Products 15,218 17,136 47,775 52,046 Corporate and Other 257 319 697 570 Total $ 25,922 $ 29,158 $ 79,370 $ 87,463 Segment EBITDA and reconciliation to income (loss) before income taxes: Drainage Pipe & Products $ 53,271 $ 47,342 $ 122,841 $ 98,832 Water Pipe & Products 17,818 (4,144 ) * 48,923 30,881 Corporate and Other (14,931 ) (18,414 ) (40,463 ) (66,714 ) Less: Interest expense (21,940 ) (15,582 ) (52,993 ) (46,202 ) Depreciation and amortization (25,922 ) (29,158 ) (79,370 ) (87,463 ) Income (loss) before income taxes $ 8,296 $ (19,956 ) $ (1,062 ) $ (70,666 ) Capital expenditures: Drainage Pipe & Products $ 9,397 $ 4,696 $ 18,702 $ 19,161 Water Pipe & Products 3,080 2,774 10,732 10,935 Corporate and Other 728 68 992 1,041 Total $ 13,205 $ 7,538 $ 30,426 $ 31,137 September 30, December 31, 2018 2017 Total assets: Drainage Pipe & Products $ 846,320 $ 744,135 Water Pipe & Products 959,291 925,457 Corporate and Other 62,491 141,646 Total $ 1,868,102 $ 1,811,238 * For the three months ended September 30, 2017, income (loss) from continuing operations before income taxes and EBITDA included a $31.6 million non-cash loss as a result of the U.S. Pressure Pipe Divestiture in July 2017. The Company has an investment in an equity method investee included in the Drainage Pipe & Products segment for which earnings from equity method investee were $2.2 million , $2.9 million , $7.7 million and $9.4 million for the three and nine months ended September 30, 2018 and September 30, 2017 , respectively, and with the following balances (in thousands) : September 30, December 31, 2018 2017 Investment in equity method investee $ 53,315 $ 54,445 Disaggregated revenue by geographic location is provided in the tables below. The Company has operations in the United States, Canada and Mexico. The economic characteristics of the Company's customers does not significantly vary across geographic locations or product lines. 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: September 30, December 31, 2018 2017 United States $ 437,587 $ 381,754 Canada 42,779 20,251 Mexico 10,073 10,567 $ 490,439 $ 412,572 Net Sales: For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 United States $ 406,479 $ 412,562 $ 1,071,918 $ 1,146,292 Canada 25,160 27,688 61,046 62,507 Mexico 2,871 4,007 7,593 10,445 $ 434,510 $ 444,257 $ 1,140,557 $ 1,219,244 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions 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 Note 14, Commitments and contingencies, for additional information on the tax receivable agreement. CP&P The Company has a 50% ownership stake in its joint venture CP&P and sold certain goods and services to CP&P, including spare parts for repairs. For the nine months ended September 30, 2018 , Forterra sold $0.1 million of product to CP&P and purchased goods and services from CP&P for an amount of $0.1 million . Bricks Joint Venture In connection with the Reorganization, Forterra entered into a transition services agreement with the joint venture formed by the affiliate of Lone Star and an unaffiliated third party pursuant to which Forterra's former bricks business was contributed (the "Bricks Joint Venture"). Pursuant to the transition services agreement, Forterra continued to provide certain administrative services, including but not limited to information technology, accounting and treasury for a limited period of time following the disposition by Forterra of its former bricks business. The Company recognized a total of $1.8 million in Other operating income, net pursuant to the transition services agreement related to the Bricks Joint Venture for the nine months ended September 30, 2017. Additionally, during the transition period, the Company collected cash from as well as settled invoices and payroll on behalf of the Bricks Joint Venture. As a result, Forterra had a net receivable from affiliates of $4.1 million as of December 31, 2017 and September 30, 2018 . |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company's condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the accounts and results of operations of the Company and its consolidated subsidiaries. |
Consolidation | All intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of estimates The preparation of the condensed consolidated 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; estimates for 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. |
Recent Accounting Guidance Adopted - Revenue Recognition | Recent Accounting Guidance Adopted - Revenue recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance. Topic 606 supersedes the revenue recognition requirements in 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 Company adopted the new standard on January 1, 2018 using the modified retrospective method which did not have a material impact on the Company's condensed consolidated financial statements for the three and nine months ending September 30, 2018 and is not expected to have a material impact in future periods. No adjustment to retained earnings was required for the cumulative effect of initially applying the new standard. Results for periods beginning on or after January 1, 2018 are presented under Topic 606, which prior period amounts are not adjusted and continue to be reported in accordance with the prior accounting guidance under Topic 605, Revenue Recognition . Revenue recognition policy The Company's revenue contracts are primarily single performance obligations for the sale of product both to trade customers and distributors. A majority of revenue recognized by the Company is recognized at the time control is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the products. The Company considers several indicators for the transfer of control to its customers, including the significant risks and rewards of ownership of products, the Company's right to payment and the legal title of the products. Based upon the assessment of control indicators, sales to trade customers and distributors are generally recognized when products are delivered to customers. All variable consideration that may affect the total transaction price, including contractual discounts, rebates, returns and credits, is included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance and management's judgment. Generally, the Company's contracts do not contain significant financing. For certain engineering and construction contracts and building contracting arrangements, the Company enters into long-term contracts with customers. Revenue is recognized as the identified performance obligations are satisfied over time using an acceptable input method to measure the progress toward completion of the performance obligation if: the customer receives the benefits as work is performed, the customer controls the asset as it is being produced, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment. The Company uses its cost incurred to date relative to total estimated costs at completion to measure progress. The Company's contract liabilities consist of billings to customers in excess of revenue recognized which the Company records as deferred revenue. Revenue recognized during the three and nine months ended September 30, 2018, which was included in contract liabilities at the beginning of the period was not material. Contract assets include revenue recognized in excess of amounts billed and balances billed but not yet paid by customers under retainage provisions which are classified as a current asset within receivables, net on the Company's balance sheet. The Company had no material contract assets on the condensed consolidated balance sheets as of September 30, 2018 or December 31, 2017. The Company records net sales including taxes collected on behalf of its customers. Shipping and handling costs are accounted for as contract fulfillments costs and classified as cost of goods sold. See Note 18, Segment reporting, for the Company's disaggregated revenue disclosures. |
Recent Accounting Guidance Adopted - Other and Not Yet Adopted | Recent Accounting Guidance Adopted - Other 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 ("AOCI") 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 ( “ TCJA ” ) . 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 early adopted the guidance provided in the ASU during the first quarter of 2018 and reclassified $0.8 million of stranded deferred tax benefits related to its derivative instruments from accumulated other comprehensive loss to retained deficit. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, providing guidance on eight specific cash flow statement classification matters, including but not limited to prepayment of debt or debt extinguishment costs, contingent consideration payments made after a business combination, insurance claims and policies, and distributions received from equity method investees. The Company adopted this standard on January 1, 2018. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which added paragraphs to the codification pursuant to the SEC Staff Accounting Bulletin No. 118, which addressed the application of U.S. GAAP in situations when a company does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to finalize the calculations for the 2017 income tax effects of the TCJA. ASU 2018-05 provides entities with a one year measurement period from the December 22, 2017 enactment date to complete the accounting for the effects of the TCJA. See Note 17, Income taxes , for a further discussion of the effect of the TCJA on the Company's income taxes . In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to defer and recognize as an asset. Capitalized implementation costs are amortized over the term of the hosting arrangement, and the expense related to the capitalized implementation costs is recorded in the same line in the financial statements as the cloud service cost. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company early adopted the guidance provided in the ASU during the third quarter of 2018. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial statements. Recent Accounting Guidance Not Yet Adopted 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. The Company will adopt this standard effective January 1, 2019. 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. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which allows entities to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has not finalized its assessment, but believes the adoption of the new accounting guidance will have a material impact on its consolidated balance sheets primarily due to the recognition of right-of-use assets and lease obligations for its operating lease. The Company does not expect the new accounting guidance to have a material impact on its consolidated statements of operations or cash flows . |
Acquisitions and divestitures (
Acquisitions and divestitures (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair values of assets acquired and liabilities assumed | The preliminary respective fair values of the assets acquired and liabilities assumed in the transaction, including $10.1 million in cash partially offset by a $1.0 million working capital adjustment , the Prentiss plant, and a parcel of land in Sherman, Texas, at the acquisition date are as follows (in thousands) : Net working capital $ 10,984 Property, plant and equipment 9,221 Customer relationship intangible 2,100 Non-compete agreement intangible 5,600 Other intangibles 290 Net identifiable assets acquired 28,195 Goodwill 8,996 Consideration transferred $ 37,191 |
Receivables, net (Tables)
Receivables, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of receivables, net and allowance for doubtful accounts | Receivables consist of the following (in thousands) : September 30, December 31, 2018 2017 Trade receivables $ 270,374 $ 190,143 Amounts billed, but not yet paid under retainage provisions 1,698 1,091 Other receivables 10,256 5,453 Total receivables 282,328 196,687 Less: Allowance for doubtful accounts (1,497 ) (4,033 ) Receivables, net $ 280,831 $ 192,654 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following (in thousands) : September 30, December 31, 2018 2017 Finished goods $ 170,951 $ 156,207 Raw materials 92,935 79,905 Work in process 1,723 543 Total inventories $ 265,609 $ 236,655 |
Investment in equity method i_2
Investment in equity method investee (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of selected financial data for the investee | Selected financial data for the investee is as follows ( in thousands ): Three months ended Nine months ended September 30, September 30, 2018 2018 Net sales $ 31,864 $ 96,537 Gross profit 9,042 28,537 Income from operations 4,540 15,235 Net income $ 4,479 $ 15,052 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net, consist of the following (in thousands) : September 30, December 31, 2018 2017 Machinery and equipment $ 375,160 $ 343,827 Land, buildings and improvements 225,287 144,273 Other equipment 6,882 5,141 Construction-in-progress 27,776 30,295 Total property, plant and equipment 635,105 523,536 Less: accumulated depreciation (144,666 ) (110,964 ) Property, plant and equipment, net $ 490,439 $ 412,572 |
Goodwill and other intangible_2
Goodwill and other intangible assets, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by segment | The following table summarizes the changes in goodwill by operating segment for the nine months ended September 30, 2018 ( in thousands ): Drainage Pipe & Products Water Pipe & Products Total Balance at December 31, 2017 $ 179,723 $ 316,418 $ 496,141 Acquisitions 9,951 — 9,951 Foreign currency and other adjustments 910 — 910 Balance at September 30, 2018 $ 190,584 $ 316,418 $ 507,002 |
Schedule of intangible assets | Intangible assets other than goodwill at September 30, 2018 and December 31, 2017 included the following ( in thousands ): Net carrying value as of September 30, 2018 Net carrying value as of December 31, 2017 Customer relationships $ 141,451 $ 168,000 Trade names 25,800 29,632 Patents 12,410 15,729 Customer backlog 59 404 Non-compete agreements 10,321 4,543 In-Process R&D 6,354 6,354 Other 592 642 Total intangible assets $ 196,987 $ 225,304 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements on recurring basis | The carrying amount and estimated fair value of the Company’s financial instruments and other assets and liabilities measured and recorded at fair value on a recurring basis is as follows for the dates indicated (in thousands) : Fair value measurements at September 30, 2018 using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Total Fair Value September 30, 2018 Assets: Interest rate swaps — $ 9,542 — $ 9,542 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 Assets: Interest rate swaps — $ 5,251 — $ 5,251 Liabilities: Foreign exchange forward contracts — 6,286 — 6,286 |
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 September 30, 2018 using Carrying Amount September 30, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value September 30, 2018 Liabilities: 2016 Senior Term Loan $1,189,892 — $1,175,413 — $1,175,413 Tax receivable agreement payable 117,563 — — 78,206 78,206 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 Liabilities: 2016 Senior Term Loan $1,193,787 — $1,151,981 — $1,151,981 Tax receivable agreement payable 117,563 — — 75,865 75,865 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands) : September 30, December 31, 2018 2017 Accrued payroll and employee benefits $ 24,399 $ 26,597 Short-term capital leases 16,476 183 Accrued taxes 11,863 10,294 Accrued rebates 8,875 8,428 Short-term derivative liability — 6,286 Warranty 3,798 5,038 Environmental obligation 570 446 Other miscellaneous accrued liabilities 4,340 15,510 Total accrued liabilities $ 70,321 $ 72,782 |
Debt and deferred financing c_2
Debt and deferred financing costs (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company’s debt consisted of the following (in thousands) : September 30, December 31, 2018 2017 2016 Senior Term Loan, net of debt issuance costs and original issuance discount of $36,093 and $41,580, respectively $ 1,189,892 $ 1,193,787 Total debt $ 1,189,892 $ 1,193,787 Less: current portion debt (12,510 ) (12,510 ) Total long-term debt $ 1,177,382 $ 1,181,277 |
Schedule of minimum future principal payments | As of September 30, 2018 , scheduled maturities of long-term debt were as follows (in thousands): 2016 Senior Term Loan 2018 $ 3,128 2019 12,510 2020 12,510 2021 12,510 2022 12,510 2023 1,172,817 $ 1,225,985 |
Derivatives and hedging (Tables
Derivatives and hedging (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 condensed consolidated balance sheets (in thousands) : September 30, 2018 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Interest rate swaps $ 525,000 $ 9,542 — — Total derivatives, gross 9,542 — Less: Legally enforceable master netting agreements — — Total derivatives, net $ 9,542 $ — 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 |
Schedule of gain (loss) recognized in the statements of operations and comprehensive income on derivative instruments in cash flow hedging relationships | The following table presents the effect of derivative instruments on the condensed consolidated statements of operations (in thousands) : Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Net investment hedges Foreign exchange forward contracts Gain (loss) on derivatives recognized in Accumulated other comprehensive loss $ — $ (2,195 ) $ 970 $ (4,103 ) Derivatives not designated as hedges Interest rate swaps Gain (loss) on derivatives not designated as hedges included in interest expense 71 709 4,291 2,035 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and dilutive earnings per share | The calculations of the basic and diluted EPS for the three and nine months ended September 30, 2018 and 2017 are presented below (in thousands, except per share amounts) : For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Net income (loss) $ 5,503 $ (11,502 ) $ (7,413 ) $ (45,218 ) Less: Earnings (loss) allocated to unvested restricted stock awards 25 — — — Earnings (loss) allocated to common shareholders $ 5,478 $ (11,502 ) $ (7,413 ) $ (45,218 ) Common stock: Weighted average basic shares outstanding 63,919 63,799 63,883 63,794 Effect of dilutive securities 350 — — — Weighted average diluted shares outstanding 64,269 63,799 63,883 63,794 Basic earnings (loss) per share: Net income (loss) $ 0.09 $ (0.18 ) $ (0.12 ) $ (0.71 ) Diluted earnings (loss) per share: Net income (loss) $ 0.09 $ (0.18 ) $ (0.12 ) $ (0.71 ) |
Segment reporting (Tables)
Segment reporting (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following tables set forth the disaggregation of revenue earned from contracts with customers based on the Company's reportable segments as well as other financial information attributable to the Company's reportable segments for the three and nine months ended September 30, 2018 and 2017 (in thousands) : For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Net sales: Drainage Pipe & Products $ 242,997 $ 248,231 $ 621,523 $ 630,200 Water Pipe & Products 191,513 195,987 519,031 588,999 Corporate and Other — 39 3 45 Total $ 434,510 $ 444,257 $ 1,140,557 $ 1,219,244 Depreciation and amortization: Drainage Pipe & Products $ 10,447 $ 11,703 $ 30,898 $ 34,847 Water Pipe & Products 15,218 17,136 47,775 52,046 Corporate and Other 257 319 697 570 Total $ 25,922 $ 29,158 $ 79,370 $ 87,463 Segment EBITDA and reconciliation to income (loss) before income taxes: Drainage Pipe & Products $ 53,271 $ 47,342 $ 122,841 $ 98,832 Water Pipe & Products 17,818 (4,144 ) * 48,923 30,881 Corporate and Other (14,931 ) (18,414 ) (40,463 ) (66,714 ) Less: Interest expense (21,940 ) (15,582 ) (52,993 ) (46,202 ) Depreciation and amortization (25,922 ) (29,158 ) (79,370 ) (87,463 ) Income (loss) before income taxes $ 8,296 $ (19,956 ) $ (1,062 ) $ (70,666 ) Capital expenditures: Drainage Pipe & Products $ 9,397 $ 4,696 $ 18,702 $ 19,161 Water Pipe & Products 3,080 2,774 10,732 10,935 Corporate and Other 728 68 992 1,041 Total $ 13,205 $ 7,538 $ 30,426 $ 31,137 September 30, December 31, 2018 2017 Total assets: Drainage Pipe & Products $ 846,320 $ 744,135 Water Pipe & Products 959,291 925,457 Corporate and Other 62,491 141,646 Total $ 1,868,102 $ 1,811,238 * For the three months ended September 30, 2017, income (loss) from continuing operations before income taxes and EBITDA included a $31.6 million non-cash loss as a result of the U.S. Pressure Pipe Divestiture in July 2017. The Company has an investment in an equity method investee included in the Drainage Pipe & Products segment for which earnings from equity method investee were $2.2 million , $2.9 million , $7.7 million and $9.4 million for the three and nine months ended September 30, 2018 and September 30, 2017 , respectively, and with the following balances (in thousands) : September 30, December 31, 2018 2017 Investment in equity method investee $ 53,315 $ 54,445 |
Schedule of long-lived assets by geographic areas | Disaggregated revenue by geographic location is provided in the tables below. The Company has operations in the United States, Canada and Mexico. The economic characteristics of the Company's customers does not significantly vary across geographic locations or product lines. 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: September 30, December 31, 2018 2017 United States $ 437,587 $ 381,754 Canada 42,779 20,251 Mexico 10,073 10,567 $ 490,439 $ 412,572 |
Schedule of disaggregation of revenue by geographic areas | Net Sales: For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 United States $ 406,479 $ 412,562 $ 1,071,918 $ 1,146,292 Canada 25,160 27,688 61,046 62,507 Mexico 2,871 4,007 7,593 10,445 $ 434,510 $ 444,257 $ 1,140,557 $ 1,219,244 |
Organization and description _2
Organization and description of the business (Details) | Oct. 25, 2016shares |
IPO | Forterra Building Products | |
Recent Transactions | |
Number of shares issued in stock offering (in shares) | 18,420,000 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | |
Significant Accounting Policies | |||||||
Increase in pre-tax loss | $ (8,296,000) | $ 19,956,000 | $ 1,062,000 | $ 70,666,000 | |||
Increase to cost of revenue | 357,374,000 | 362,150,000 | 953,743,000 | 1,022,574,000 | |||
Increase in selling, general and administrative expenses | 48,492,000 | 59,366,000 | 151,617,000 | 191,964,000 | |||
Increase in revenues | $ 434,510,000 | $ 444,257,000 | $ 1,140,557,000 | $ 1,219,244,000 | |||
Customer Concentration Risk | Sales Revenue, Net | Customer A | Water Pipe & Products | |||||||
Significant Accounting Policies | |||||||
Concentration risk, percentage | 14.00% | ||||||
Customer Concentration Risk | Accounts Receivable | Customer A | Water Pipe & Products | |||||||
Significant Accounting Policies | |||||||
Concentration risk, percentage | 15.00% | ||||||
Prior Period Adjustments-Cost Accruals | |||||||
Significant Accounting Policies | |||||||
Increase in pre-tax loss | $ 4,600,000 | ||||||
Increase to cost of revenue | 3,300,000 | ||||||
Increase in selling, general and administrative expenses | 2,000,000 | ||||||
Increase in revenues | $ 700,000 | ||||||
Accounting Standards Update 2018-02 | |||||||
Significant Accounting Policies | |||||||
Reclassification due to the adoption of ASU 2018-02 | $ 800,000 | ||||||
Retained Earnings | Accounting Standards Update 2014-09 | |||||||
Significant Accounting Policies | |||||||
Adjustment to retained earning for the cumulative effect of applying new standard | $ 0 |
Acquisitions and divestitures -
Acquisitions and divestitures - Additional Information (Details) - USD ($) $ in Thousands | Apr. 02, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 507,002 | $ 507,002 | $ 496,141 | ||||
Aggregate cash consideration paid to acquire assets | 31,474 | $ 38,729 | |||||
Anchor | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate cash consideration paid to acquire assets | 2,500 | ||||||
Hold back liability related to asset purchase agreement | $ 400 | 400 | |||||
Hold back execution period on anniversary date of asset purchase agreement | 1 year | ||||||
Selling, General and Administrative Expenses | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate transaction costs recognized in business combinations | $ 200 | $ 0 | $ 800 | $ 400 | |||
Foley | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 37,200 | ||||||
Cash acquired on business combination | 10,100 | ||||||
Working capital adjustment on acquisition purchase price | 1,000 | ||||||
Goodwill | 8,996 | ||||||
Mineral Wells | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 4,500 | ||||||
Goodwill | $ 1,000 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Foley | |||||||
Business Acquisition [Line Items] | |||||||
Consideration on sale of disposal group | 10,100 | ||||||
Working capital adjustment on sale of disposal group | 1,000 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Foley | Other Income, Net | |||||||
Business Acquisition [Line Items] | |||||||
Gain on sale of disposal group | $ 6,000 |
Acquisitions and divestitures_2
Acquisitions and divestitures - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 507,002 | $ 496,141 | |
Foley | |||
Business Acquisition [Line Items] | |||
Net working capital | $ 10,984 | ||
Property, plant and equipment | 9,221 | ||
Net identifiable assets acquired | 28,195 | ||
Goodwill | 8,996 | ||
Consideration transferred | 37,191 | ||
Foley | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 2,100 | ||
Foley | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 5,600 | ||
Foley | Other intangibles | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 290 |
Receivables, net (Details)
Receivables, net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $ 282,328 | $ 196,687 |
Less: Allowance for doubtful accounts | (1,497) | (4,033) |
Receivables, net | 280,831 | 192,654 |
Trade receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 270,374 | 190,143 |
Amounts billed, but not yet paid under retainage provisions | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 1,698 | 1,091 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $ 10,256 | $ 5,453 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 170,951 | $ 156,207 |
Raw materials | 92,935 | 79,905 |
Work in process | 1,723 | 543 |
Total inventories | $ 265,609 | $ 236,655 |
Investment in equity method i_3
Investment in equity method investee - Additional Information (Details) $ in Thousands | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 20, 2012locationshares |
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 53,315 | $ 54,445 | |
Drainage Pipe & Products | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 53,315 | $ 54,445 | |
CP&P Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of operating locations under joint venture | location | 9 | ||
Ownership percentage | 50.00% | 50.00% | 50.00% |
Number or shares owned on equity method investment (in shares) | shares | 500 | ||
CP&P Joint Venture | Drainage Pipe & Products | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investee | $ 53,300 | ||
Company's share of the underlying equity net assets of the investee | $ 13,100 |
Investment in equity method i_4
Investment in equity method investee - Selected Historical Financial Data of Investee (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Net sales | $ 31,864 | $ 96,537 |
Gross profit | 9,042 | 28,537 |
Income from operations | 4,540 | 15,235 |
Net income | $ 4,479 | $ 15,052 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | $ 635,105 | $ 635,105 | $ 523,536 | ||
Less: accumulated depreciation | (144,666) | (144,666) | (110,964) | ||
Property, plant and equipment, net | 490,439 | 490,439 | 412,572 | ||
Depreciation expense | 12,900 | $ 15,600 | 39,900 | $ 45,700 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 375,160 | 375,160 | 343,827 | ||
Land, buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 225,287 | 225,287 | 144,273 | ||
Other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | 6,882 | 6,882 | 5,141 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property, plant and equipment | $ 27,776 | $ 27,776 | $ 30,295 |
Goodwill and other intangible_3
Goodwill and other intangible assets, net - Goodwill Roll Forward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 496,141 |
Acquisitions | 9,951 |
Foreign currency and other adjustments | 910 |
Balance at September 30, 2018 | 507,002 |
Drainage Pipe & Products | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 179,723 |
Acquisitions | 9,951 |
Foreign currency and other adjustments | 910 |
Balance at September 30, 2018 | 190,584 |
Water Pipe & Products | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 316,418 |
Acquisitions | 0 |
Foreign currency and other adjustments | 0 |
Balance at September 30, 2018 | $ 316,418 |
Goodwill and other intangible_4
Goodwill and other intangible assets, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Selling, General and Administrative Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 13.1 | $ 13.5 | $ 39.4 | $ 41.8 |
Goodwill and other intangible_5
Goodwill and other intangible assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 196,987 | $ 225,304 |
In-Process R&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles | 6,354 | 6,354 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | 141,451 | 168,000 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | 25,800 | 29,632 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | 12,410 | 15,729 |
Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | 59 | 404 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | 10,321 | 4,543 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangibles | $ 592 | $ 642 |
Fair value measurement - Assets
Fair value measurement - Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Interest rate swaps | $ 9,542 | $ 5,251 |
Liabilities: | ||
Foreign exchange forward contracts | 0 | 6,286 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Interest rate swaps | 9,542 | 5,251 |
Liabilities: | ||
Foreign exchange forward contracts | 6,286 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Interest rate swaps | 0 | 0 |
Liabilities: | ||
Foreign exchange forward contracts | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Interest rate swaps | 9,542 | 5,251 |
Liabilities: | ||
Foreign exchange forward contracts | 6,286 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Interest rate swaps | $ 0 | 0 |
Liabilities: | ||
Foreign exchange forward contracts | $ 0 |
Fair value measurement - Carryi
Fair value measurement - Carrying Amount and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Tax receivable agreement payable | $ 117,563 | $ 117,563 |
Carrying Amount | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 Senior Term Loan | 1,189,892 | 1,193,787 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Tax receivable agreement payable | 78,206 | 75,865 |
Fair Value | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 Senior Term Loan | 1,175,413 | 1,151,981 |
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Tax receivable agreement payable | 0 | 0 |
Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 Senior Term Loan | 0 | 0 |
Fair Value | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Tax receivable agreement payable | 0 | 0 |
Fair Value | Significant Other Observable Inputs (Level 2) | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 Senior Term Loan | 1,175,413 | 1,151,981 |
Fair Value | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Tax receivable agreement payable | 78,206 | 75,865 |
Fair Value | Significant Unobservable Inputs (Level 3) | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
2016 Senior Term Loan | $ 0 | $ 0 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 24,399 | $ 26,597 |
Short-term capital leases | 16,476 | 183 |
Accrued taxes | 11,863 | 10,294 |
Accrued rebates | 8,875 | 8,428 |
Short-term derivative liability | 0 | 6,286 |
Warranty | 3,798 | 5,038 |
Environmental obligation | 570 | 446 |
Other miscellaneous accrued liabilities | 4,340 | 15,510 |
Total accrued liabilities | $ 70,321 | $ 72,782 |
Debt and deferred financing c_3
Debt and deferred financing costs - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Oct. 25, 2016 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,189,892 | $ 1,193,787 | |
Less: current portion debt | (12,510) | (12,510) | |
Total long-term debt | 1,177,382 | 1,181,277 | |
Senior Term Loan | 2016 Senior Term Loan | |||
Debt Instrument [Line Items] | |||
Total debt | 1,189,892 | 1,193,787 | $ 1,050,000 |
Debt issue costs and original issue discount | $ 36,093 | $ 41,580 |
Debt and deferred financing c_4
Debt and deferred financing costs - Additional Information (Details) - USD ($) | May 01, 2017 | Oct. 25, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||
Debt outstanding | $ 1,189,892,000 | $ 1,189,892,000 | $ 1,193,787,000 | ||||
Proceeds from term loans, net | 0 | $ 200,000,000 | |||||
Net proceeds from incremental term loan | 0 | $ 194,000,000 | |||||
2016 Senior Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Margin rate | 3.00% | 3.50% | |||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||
Line of credit facility, accordion feature, increase limit | 100,000,000 | ||||||
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% | ||||||
Outstanding borrowings under revolver | 0 | 0 | 0 | ||||
Fixed charge coverage ratio | 1 | ||||||
Allowable borrowing base | 284,400,000 | 284,400,000 | |||||
Stand-by letters of credit outstanding | 15,600,000 | $ 15,600,000 | |||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, facility fee percentage | 0.20% | ||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, facility fee percentage | 0.325% | ||||||
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 | CDOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Margin rate | 0.25% | ||||||
Line of Credit | 2016 Revolver | Revolving Credit Facility | CDOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Margin rate | 0.75% | ||||||
Line of Credit | 2016 Senior Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from term loans, net | $ 200,000,000 | ||||||
Debt instrument, reduction in applicable interest rate percentage | 0.50% | ||||||
Net proceeds from incremental term loan | $ 196,800,000 | ||||||
Senior Term Loan | 2016 Senior Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt outstanding | $ 1,050,000,000 | $ 1,189,892,000 | $ 1,189,892,000 | $ 1,193,787,000 | |||
Weighted average interest rate | 5.10% | 4.20% | 4.90% | 4.50% | |||
Debt instrument, amortization percentage | 0.25% | ||||||
Senior Term Loan | 2016 Senior Term Loan | 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 | Senior Secured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt outstanding | $ 1,050,000,000 | ||||||
Line of credit facility, accordion feature, increase limit | $ 285,000,000 |
Debt and deferred financing c_5
Debt and deferred financing costs - Future Minimum Principal Payments (Details) - 2016 Senior Term Loan $ in Thousands | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
2,018 | $ 3,128 |
2,019 | 12,510 |
2,020 | 12,510 |
2,021 | 12,510 |
2,022 | 12,510 |
2,023 | 1,172,817 |
Long-term Debt, Gross | $ 1,225,985 |
Derivatives and hedging - Addit
Derivatives and hedging - Additional Information (Details) - USD ($) $ in Thousands | Feb. 09, 2017 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Derivative [Line Items] | ||||
Cash outlay related to settlement of derivative instruments | $ 4,990 | $ 0 | ||
Designated as Hedging Instrument | Foreign exchange forward contract | ||||
Derivative [Line Items] | ||||
Cash outlay related to settlement of derivative instruments | $ 5,000 | |||
Not Designated as Hedging Instrument | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 525,000 | |||
Derivative, fixed Interest rate to pay interest | 1.52% | |||
Derivative, term of contract | 3 years |
Derivatives and hedging - Deriv
Derivatives and hedging - Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Assets | ||
Derivative Asset, Fair Value | $ 9,542 | $ 5,251 |
Derivative Asset, Less: Legally enforceable master netting agreements | 0 | 0 |
Derivative Asset, net | 9,542 | 5,251 |
Derivative Liabilities | ||
Derivative Liability, Fair Value | 0 | 6,286 |
Derivative Liability, Less: Legally enforceable master netting agreements | 0 | 0 |
Derivative Liability, net | 0 | 6,286 |
Interest rate swaps | ||
Derivative Assets | ||
Derivative Asset, Notional Amount | 525,000 | 525,000 |
Derivative Asset, Fair Value | 9,542 | 5,251 |
Derivative Liabilities | ||
Derivative Liability, Notional Amount | 0 | 0 |
Derivative Liability, Fair Value | $ 0 | 0 |
Foreign exchange forward contracts | ||
Derivative Assets | ||
Derivative Asset, Notional Amount | 0 | |
Derivative Asset, Fair Value | 0 | |
Derivative Liabilities | ||
Derivative Liability, Notional Amount | 92,961 | |
Derivative Liability, Fair Value | $ 6,286 |
Derivatives and hedging - Gain
Derivatives and hedging - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives recognized in Accumulated other comprehensive loss | $ 0 | $ (2,195) | $ 970 | $ (4,103) |
Designated as Hedging Instrument | Foreign exchange forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives recognized in Accumulated other comprehensive loss | 0 | (2,195) | 970 | (4,103) |
Not Designated as Hedging Instrument | Interest rate swaps | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives not designated as hedges included in interest expense | $ 71 | $ 709 | $ 4,291 | $ 2,035 |
Sale-leaseback transaction (Det
Sale-leaseback transaction (Details) $ in Millions, $ in Millions | Jun. 05, 2018USD ($)property | Jun. 05, 2018CAD ($) | Apr. 14, 2016USD ($)property | Apr. 05, 2016USD ($)property | Jun. 05, 2018CAD ($)property |
2016 Sale-leaseback Transaction | |||||
Sale Leaseback Transaction [Line Items] | |||||
Number of properties sold | property | 2 | 47 | |||
Proceeds from sale-leaseback | $ 11.9 | $ 204.3 | |||
Sale leaseback transaction, lease term | 20 years | ||||
Sale leaseback transaction, number of renewal options | 1 | ||||
Sale leaseback transaction, lease renewal term | 9 years 11 months | ||||
Sale leaseback transaction, transaction costs | $ 6.5 | ||||
Proceeds from sale leaseback transactions, net of transaction costs | 209.7 | ||||
Total deferred gain on leaseback | $ 81.5 | ||||
Sale leaseback transaction, carrying value of deferred gains | $ 35 | ||||
Sale leaseback transaction, deferred rent reclassified to reduce carrying value of assets | 3.1 | ||||
Sale leaseback transaction, deferred costs reclassified to reduce carrying value of assets | 2.4 | ||||
Exchange Transaction | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale leaseback transaction, transaction costs | 2.7 | ||||
Total deferred gain on leaseback | $ 67.3 | ||||
Number of properties under lease agreements | property | 24 | 24 | |||
Sale leaseback transaction, fair value of assets exchanged back | $ 86.1 | ||||
Sale leaseback transaction, carrying value of deferred gains | 100 | ||||
Sale leaseback transaction, deferred rent reclassified to reduce carrying value of assets | 3.8 | ||||
Sale leaseback transaction, deferred costs reclassified to reduce carrying value of assets | 5.7 | ||||
Capital lease obligations | $ 149 | ||||
Exchange Transaction | Drainage Pipe & Products | |||||
Sale Leaseback Transaction [Line Items] | |||||
Number of properties exchanged | property | 21 | 21 | |||
Exchange Transaction | Drainage Pipe & Products and Water Pipe & Products | |||||
Sale Leaseback Transaction [Line Items] | |||||
Number of properties exchanged | property | 1 | 1 | |||
Exchange Transaction | United States | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale leaseback transaction, number of renewal options | 1 | 1 | |||
Sale leaseback transaction, lease renewal term | 9 years 11 months | 9 years 11 months | |||
Number of properties under lease agreements | property | 26 | 26 | |||
Sale leaseback transaction, term of contract | 25 years | 25 years | |||
Sale leaseback transaction, annual lease payments | $ 17.1 | ||||
Exchange Transaction | United States | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Capital Lease Obligations | |||||
Sale Leaseback Transaction [Line Items] | |||||
Incremental borrowing rate to discount future minimum capital lease payments | 0.1233 | 0.1233 | |||
Exchange Transaction | United States | Minimum | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale leaseback transaction, rent escalation percentage | 2.00% | 2.00% | |||
Sale leaseback transaction, rent escalation, percentage of fair market value of properties for first year after extension | 95.00% | 95.00% | |||
Sale leaseback transaction, rent escalation, percentage of prior year's base rent for first year after extension | 102.00% | 102.00% | |||
Exchange Transaction | United States | Maximum | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale leaseback transaction, rent escalation percentage | 4.00% | 4.00% | |||
Exchange Transaction | Canada | |||||
Sale Leaseback Transaction [Line Items] | |||||
Sale leaseback transaction, number of renewal options | 1 | 1 | |||
Sale leaseback transaction, lease renewal term | 9 years 11 months | 9 years 11 months | |||
Number of properties under lease agreements | property | 2 | 2 | |||
Sale leaseback transaction, term of contract | 25 years | 25 years | |||
Sale leaseback transaction, annual lease payments | $ 1.2 | ||||
Exchange Transaction | Canada | Obligations Under Leaseback Transactions | |||||
Sale Leaseback Transaction [Line Items] | |||||
Aggregate contingent liability for obligations under leaseback transaction | $ 5 | $ 6.4 | |||
Exchange Transaction | Canada | Water Pipe & Products | |||||
Sale Leaseback Transaction [Line Items] | |||||
Number of properties exchanged | property | 3 | 3 |
Commitments and contingencies (
Commitments and contingencies (Details) | Jul. 27, 2018motion | Aug. 14, 2017plaintiff | Oct. 25, 2016USD ($) | Oct. 05, 2016USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 13, 2016USD ($) | Mar. 13, 2015USD ($) |
Loss Contingencies [Line Items] | ||||||||
Current portion of tax receivable agreement | $ 34,601,000 | $ 34,601,000 | ||||||
Non-current portion of tax receivable agreement | 82,962,000 | $ 82,962,000 | ||||||
Lone Star | Affiliated Entities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrued liabilities related to tax receivable agreement | $ 160,800,000 | 117,600,000 | ||||||
Income tax benefits, recognized as reduction to equity | 18,500,000 | |||||||
Reduction to additional-paid-in capital related to tax receivable agreement | $ 142,300,000 | |||||||
Current portion of tax receivable agreement | 34,600,000 | |||||||
Non-current portion of tax receivable agreement | 83,000,000 | |||||||
Payments of liability related to tax receivable agreement | 0 | |||||||
HeidelbergCement, Case | Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought | $ 100,000,000 | |||||||
Loss contingency liability | $ 0 | |||||||
Securities Lawsuits | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, number of plaintiffs | plaintiff | 4 | |||||||
Loss contingency, number of competing motions filed for consolidation | motion | 3 | |||||||
Predecessor | Heidelberg Cement Hanson Building Products | ||||||||
Loss Contingencies [Line Items] | ||||||||
Business acquisition, possible maximum earn out | $ 100,000,000 | $ 100,000,000 | ||||||
Successor | Lone Star | Affiliated Entities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Certain covered tax benefits paid by related party, percentage | 85.00% |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 5,503 | $ (11,502) | $ (7,413) | $ (45,218) |
Less: Earnings (loss) allocated to unvested restricted stock awards | 25 | 0 | 0 | 0 |
Earnings (loss) allocated to common shareholders | $ 5,478 | $ (11,502) | $ (7,413) | $ (45,218) |
Common stock: | ||||
Weighted average basic shares outstanding (in shares) | 63,919 | 63,799 | 63,883 | 63,794 |
Effect of dilutive securities (in shares) | 350 | 0 | 0 | 0 |
Weighted average diluted shares outstanding (in shares) | 64,269 | 63,799 | 63,883 | 63,794 |
Basic earnings (loss) per share: | ||||
Net income (loss) (in usd per share) | $ 0.09 | $ (0.18) | $ (0.12) | $ (0.71) |
Diluted earnings (loss) per share: | ||||
Net income (loss) (in usd per share) | $ 0.09 | $ (0.18) | $ (0.12) | $ (0.71) |
Earnings per share - Additional
Earnings per share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options and Restricted Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,032,201 | 1,331,165 | 2,559,752 | 889,072 |
Stock-based plans (Details)
Stock-based plans (Details) - USD ($) $ in Millions | Oct. 17, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | May 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1.5 | $ 1.4 | $ 4.6 | $ 2.8 | ||
Employees | Stock options | Three years vesting period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Employees | Stock options | Four years vesting period | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Independent Directors | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
2016 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate number of shares of common stock that may be issued under the plan (in shares) | 5,000,000 | |||||
Awards expiration period | 10 years | |||||
2018 Stock Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate number of shares of common stock that may be issued under the plan (in shares) | 5,000,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Provisional income tax benefit related to the remeasurement of certain deferred tax assets and liabilities | $ 26,900 | ||||
Adjustment related to transition tax | $ 400 | $ 400 | |||
Income tax expense (benefit) | $ 2,793 | $ (8,454) | 6,351 | $ (25,448) | |
Partial valuation allowance on deferred tax assets | $ 3,700 |
Segment reporting (Details)
Segment reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)geographic_area | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of geographic areas | geographic_area | 3 | ||||
Net sales | $ 434,510 | $ 444,257 | $ 1,140,557 | $ 1,219,244 | |
Depreciation and amortization | 25,922 | 29,158 | 79,370 | 87,463 | |
Interest expense | (21,940) | (15,582) | (52,993) | (46,202) | |
Income (loss) before income taxes | 8,296 | (19,956) | (1,062) | (70,666) | |
Capital expenditures | 13,205 | 7,538 | 30,426 | 31,137 | |
Assets | 1,868,102 | 1,868,102 | $ 1,811,238 | ||
Earnings from equity method investee | 2,224 | 2,936 | 7,745 | 9,449 | |
Investment in equity method investee | 53,315 | 53,315 | 54,445 | ||
Property, plant and equipment, net | 490,439 | 490,439 | 412,572 | ||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 406,479 | 412,562 | 1,071,918 | 1,146,292 | |
Property, plant and equipment, net | 437,587 | 437,587 | 381,754 | ||
Canada | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 25,160 | 27,688 | 61,046 | 62,507 | |
Property, plant and equipment, net | 42,779 | 42,779 | 20,251 | ||
Mexico | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 2,871 | 4,007 | 7,593 | 10,445 | |
Property, plant and equipment, net | 10,073 | 10,073 | 10,567 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | U.S. Pressure Pipe | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash loss on sale of disposal group | 31,600 | ||||
Drainage Pipe & Products | |||||
Segment Reporting Information [Line Items] | |||||
Earnings from equity method investee | 2,200 | 7,700 | 2,900 | 9,400 | |
Investment in equity method investee | 53,315 | 53,315 | 54,445 | ||
Operating segments | Drainage Pipe & Products | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 242,997 | 248,231 | 621,523 | 630,200 | |
Depreciation and amortization | 10,447 | 11,703 | 30,898 | 34,847 | |
Segment EBITDA | 53,271 | 47,342 | 122,841 | 98,832 | |
Capital expenditures | 9,397 | 4,696 | 18,702 | 19,161 | |
Assets | 846,320 | 846,320 | 744,135 | ||
Operating segments | Water Pipe & Products | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 191,513 | 195,987 | 519,031 | 588,999 | |
Depreciation and amortization | 15,218 | 17,136 | 47,775 | 52,046 | |
Segment EBITDA | 17,818 | (4,144) | 48,923 | 30,881 | |
Capital expenditures | 3,080 | 2,774 | 10,732 | 10,935 | |
Assets | 959,291 | 959,291 | 925,457 | ||
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 39 | 3 | 45 | |
Depreciation and amortization | 257 | 319 | 697 | 570 | |
Segment EBITDA | (14,931) | (18,414) | (40,463) | (66,714) | |
Capital expenditures | 728 | $ 68 | 992 | $ 1,041 | |
Assets | $ 62,491 | $ 62,491 | $ 141,646 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | Oct. 25, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jul. 20, 2012 |
Related Party Transaction [Line Items] | |||||||
Other operating income, net pursuant to transition service agreement | $ 1,538 | $ 2,008 | $ 6,864 | $ 5,251 | |||
CP&P Joint Venture | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||
CP&P Joint Venture | Affiliated Entities | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 50.00% | 50.00% | |||||
Sales of products to related party | $ 100 | ||||||
Purchased goods and services from related party | 100 | ||||||
Successor | Bricks Joint Venture | Affiliated Entities | Transition Service Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Other operating income, net pursuant to transition service agreement | $ 1,800 | ||||||
Net receivable from affiliates | $ 4,100 | $ 4,100 | |||||
Successor | Lone Star | Affiliated Entities | |||||||
Related Party Transaction [Line Items] | |||||||
Payment of certain covered tax benefits buy the Company, percentage | 85.00% |